HOLLINGER INTERNATIONAL INC
SC 13D/A, 1999-11-19
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                SCHEDULE 13D/A
                   Under the Securities Exchange Act of 1934
                              (Amendment No. 11)

                         Hollinger International Inc.
- -------------------------------------------------------------------------------
                               (Name of Issuer)

                Class A Common Stock, par value $.01 per share
- -------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                  435569 10 8
- -------------------------------------------------------------------------------
                                (CUSIP Number)

                            Charles G. Cowan, Q.C.
                         Vice-President and Secretary
                                Hollinger Inc.
                               10 Toronto Street
                               Toronto, Ontario
                                Canada M5C 2B7
                                (416) 363-8721
- -------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                 July 21, 1999
- -------------------------------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), (f) or (g), check the following
box [ ].

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.


<PAGE>



                                Schedule 13D/A

 1.    NAME OF REPORTING PERSON                                  HOLLINGER INC.
                                                                 --------------
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
       PERSON


 2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) /  /
                                                                       (b) /  /
 3.    SEC USE ONLY

 4.    SOURCE OF FUNDS                                                       00
                                                                  -------------
 5.    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
       REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                             /  /

 6.    CITIZENSHIP OR PLACE OF ORGANIZATION                              CANADA
                                                                  -------------

                                  7.    SOLE VOTING POWER            48,413,738
       NUMBER OF SHARES                                              ----------
      BENEFICIALLY OWNED          8.    SHARED VOTING POWER                   0
       BY EACH REPORTING                                          -------------
          PERSON WITH             9.    SOLE DISPOSITIVE POWER       48,413,738
                                                                     ----------
                                 10.    SHARED DISPOSITIVE POWER              0
                                                                  -------------
11.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
       REPORTING PERSON                                              48,413,738
                                                                     ----------
12.    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
       EXCLUDES CERTAIN SHARES                                            / X /

13.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
       (11)                                                              39.64%
                                                                         ------
14.    TYPE OF REPORTING PERSON                                              HC
                                                                     ----------


                                      2
<PAGE>




                                Schedule 13D/A

                                                                  THE RAVELSTON
 1.    NAME OF REPORTING PERSON                             CORPORATION LIMITED
                                                            -------------------

       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE                 -------------
       PERSON

 2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) /  /
                                                                       (b) /  /
 3.    SEC USE ONLY

 4.    SOURCE OF FUNDS                                                       00
                                                                  -------------
 5.    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
       REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                             /  /

 6.    CITIZENSHIP OR PLACE OF ORGANIZATION                              CANADA
                                                                  -------------
                                  7.    SOLE VOTING POWER            48,444,540
        NUMBER OF SHARES                                             ----------
      BENEFICIALLY OWNED          8.    SHARED VOTING POWER                   0
       BY EACH REPORTING                                          -------------
          PERSON WITH             9.    SOLE DISPOSITIVE POWER       48,444,540
                                                                     ----------
                                 10.    SHARED DISPOSITIVE POWER              0
                                                                  -------------
11.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
       REPORTING PERSON                                              48,444,540
                                                                     ----------
12.    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
       EXCLUDES CERTAIN SHARES                                            / X /
13.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
       (11)                                                              39.66%
                                                                         ------
14.    TYPE OF REPORTING PERSON                                              HC
                                                                  -------------


                                      3


<PAGE>


                                Schedule 13D/A

 1.    NAME OF REPORTING PERSON                                 CONRAD M. BLACK
                                                                ---------------
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
       PERSON                                                     -------------

 2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) /  /
                                                                       (b) /  /
 3.    SEC USE ONLY

 4.    SOURCE OF FUNDS                                                       00
                                                                  -------------
 5.    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
       REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                             /  /

 6.    CITIZENSHIP OR PLACE OF ORGANIZATION                              CANADA
                                                                  -------------
                                  7.    SOLE VOTING POWER            49,381,617
       NUMBER OF SHARES                                              ----------
      BENEFICIALLY OWNED          8.    SHARED VOTING POWER                   0
       BY EACH REPORTING                                          -------------
          PERSON WITH             9.    SOLE DISPOSITIVE POWER       49,381,617
                                                                     ----------
                                 10.    SHARED DISPOSITIVE POWER              0
                                                                  -------------
11.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
       REPORTING PERSON                                              49,381.617
                                                                     ----------
12.    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
       EXCLUDES CERTAIN SHARES                                            / X /
13.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
       (11)                                                              40.43%
                                                                         ------
14.    TYPE OF REPORTING PERSON                                              IN
                                                                  -------------

                                      4


<PAGE>


                      SECURITIES AND EXCHANGE COMMISSION

                                SCHEDULE 13D/A
                              (Amendment No. 11)

          This Schedule 13D, Amendment No. 11 (the "Amendment"), amends and
restates in their entirety Items 5, 6 and 7 of the Schedule 13D of the filing
persons dated October 20, 1995, as amended by Amendment No. 1 thereto dated
February 7, 1996, Amendment No. 2 thereto dated March 7, 1996, Amendment No. 3
thereto dated June 17, 1996, Amendment No. 4 thereto dated August 28, 1996,
Amendment No. 5 thereto dated August 11, 1997, Amendment No. 6 thereto dated
June 12, 1998, Amendment No. 7 thereto dated October 13, 1998, Amendment No. 8
thereto dated October 13, 1998, Amendment No. 9 thereto dated February 22,
1999 and Amendment No. 10 thereto dated June 15, 1999 (collectively, the
"Schedule 13D"). Capitalized terms used but not defined herein have the
meanings ascribed to such terms in the Schedule 13D.

Item 5.    Interest in Securities of the Issuer.
- ------     ------------------------------------

       Hollinger Inc. and Ravelston

     (a) Amount Beneficially Owned: Hollinger Inc. beneficially owns
     48,413,738 shares of Class A Common Stock, or 39.64% (calculated pursuant
     to Rule 13d-3), comprised of the following: (i) 14,720,599 shares of
     Class A Common Stock held directly by Hollinger Inc.; (ii) 10,708,218
     shares of Class A Common Stock held by 504468 NB Inc. ("NBCo"), a wholly
     owned subsidiary of Hollinger Inc.; (iii) 14,990,000 shares of Class A
     Common Stock that may be acquired at any time by the conversion of
     14,990,000 shares of Class B Common Stock, 2,000,000 of which are held by
     Hollinger Inc. and 12,990,000 of which are held by NBCo; (iv) 7,052,465
     shares of Class A Common Stock that may be acquired at any time by the
     conversion of 829,409 shares of Series C Preferred Stock held by
     Hollinger Inc. and NBCo; and (v) 942,456 shares of Class A Common Stock
     that may be acquired at any time by the conversion of 134,126 shares of
     Series E Preferred Stock held by NBCo (taking each share of Series E
     Preferred Stock at Cdn. $146.625 and assuming an exchange rate of U.S.
     $1.00 per Cdn.$1.4905, as in effect on October 20, 1999). The number of
     shares of Class A Common Stock into which the Series E Preferred Stock
     may be converted will fluctuate from time to time based on changes in the
     exchange rate. The Ravelston Corporation Limited ("Ravelston") may be
     deemed to beneficially own 48,444,540 shares of Class A Common Stock, or
     39.66% (calculated pursuant to Rule 13d-3), comprised of the following:
     (i) through its relationship with Hollinger Inc. (described in Item 4),
     48,413,738 shares of Class A Common Stock beneficially owned by Hollinger
     Inc.; and (ii) 30,802 shares of Class A Common Stock that may be acquired
     at any time by the conversion of 66,963 Series II Preference Shares of
     Hollinger Inc. held by Ravelston that are exchangeable for shares of
     Class A Common Stock.

     (b) Voting Power; Dispositive Power: Hollinger Inc. has the sole power to
     vote or to direct the vote of and to dispose of or direct the disposition
     of 48,413,738 shares of Class A Common Stock. Ravelston may be deemed to
     have the sole power to vote or to direct the vote of 48,444,540 shares of
     Class A Common Stock, or 39.66% (calculated pursuant to Rule 13d-3).

     (c) Not applicable.


                                      5


<PAGE>


     (d) Right to Receive Dividends or Proceeds: NBCo has the right to receive
     the dividends from or the proceeds from the sale of the securities which
     it holds. The shares of Class A Common Stock owned by NBCo constitute
     8.77% of the outstanding shares of Class A Common Stock, excluding shares
     of Class A Common Stock into which the shares of Class B Common Stock and
     Series E Preferred Stock held by NBCo are convertible. The shares of
     Class B Common Stock and Series E Preferred Stock held by NBCo represent
     86.7% and 100% of the outstanding shares of Class B Common Stock and
     Series E Preferred Stock, respectively.

     (e) Not applicable.

          The amount and percentage of Class A Common Stock beneficially owned
by Hollinger Inc. and Ravelston exclude 1,883,581 shares of Class A Common
Stock beneficially owned by Mr. Black. Pursuant to Rule 13d-4, Hollinger Inc.
and Ravelston hereby expressly disclaim beneficial ownership of such shares.

          Directors and Executive Officers of Hollinger Inc. and Ravelston
(Other Than Mr. Black):

          Except as set forth below, the directors and executive officers of
Hollinger and Ravelston (other than Mr. Black) do not beneficially own any
shares of Class A Common Stock.

         Name                             Number of Shares of Class A Common
                                           Stock Beneficially Owned (1)(2)

   Peter Y. Atkinson                                 32,500
   Barbara Amiel Black (3)                           10,500
   J. A. Boultbee                                    69,250
   Dixon S. Chant (4)                                47,500
   Daniel W. Colson                                 156,721
   Charles G. Cowan                                  29,000
   F. David Radler (5)                              452,101
   Larry O. Spencer                                     150

(1) Includes shares subject to presently exercisable options or options
exercisable within 60 days of November [ ], 1999 held by all directors and
executive officers of the Issuer under the Issuer's 1994 Stock Option Plan and
1997 Stock Incentive Plan as follows: Mr. Atkinson 32,500 shares; Mrs. Black
10,000 shares; Mr. Boultbee 69,250 shares; Mr. Chant 40,000; Mr. Colson 22,500
shares; Mr. Cowan 29,000 shares; and Mr. Radler 176,250 shares.

(2) Includes 133,721 shares of Class A Common Stock that may be acquired on
conversion of 290,698 Series II Preference Shares of Hollinger Inc. held by
Mr. Colson that are exchangeable for shares of Class A Common Stock. Includes
265,751 shares of Class A Common Stock that may be acquired on conversion of
577,720 Series II Preference Shares of Hollinger Inc. held by Mr. Radler that
are exchangeable for shares of Class A Common Stock. Includes 150 shares of
Class A Common Stock that may be acquired on conversion of 328 Series II
Preference Shares of Hollinger Inc. held by Mr. Spencer that are exchangeable
for shares of Class A Common Stock.

(3) Excludes 9,600 shares of Class A Common Stock which are held by Conrad
Black Capital Corporation, 100 shares of Class A Common Stock which are held
by Conrad M. Black, 50 shares of Class A Common Stock which are held by Mr.
Black's son, 25,428,817 shares of Class A Common Stock beneficially held by
Hollinger Inc. and NBCo, 14,990,000 shares of Class A Common Stock issuable
upon conversion of 14,990,000 shares of Class B


                                      6


<PAGE>


Common Stock, 7,052,465 shares of Class A Common Stock into which 829,409
shares of Series C Preferred Stock are convertible and 962,275 shares of Class
A Common Stock into which 134,126 shares of Series E Preferred Stock are
convertible, all of which are beneficially held by Hollinger Inc. and NBCo and
as to which Mr. Black may be deemed to have indirect beneficial ownership.
Excludes 30,802 shares of Class A Common Stock that may be acquired upon
conversion of 66,963 Series II Preference Shares of Hollinger Inc. held by
Ravelston that are exchangeable for shares of Class A Common Stock, and
741,077 shares of Class A Common Stock that may be acquired upon conversion of
1,611,039 Series II Preference Shares of Hollinger Inc. held by Conrad M.
Black that are exchangeable for shares of Class A Common Stock, as to which
Mr. Black may be deemed to have beneficial ownership. Also excludes 635,000
shares of Class A Common Stock that may be acquired by Mr. Black upon the
exercise of all outstanding options held by him, whether or not presently
exercisable or exercisable within 60 days of November [ ], 1999. Mrs. Black
disclaims beneficial ownership of all such securities.

(4) Includes 7,500 shares of Class A Common Stock which are held directly by
Mr. Chant.

(5) Includes 9,000 shares of Class A Common Stock held by F. D. Radler Ltd.,
and excludes 200 shares of Class A Common Stock by Mr. Radler's wife, 200
shares of Class A Common Stock held by one daughter, and 200 shares of Class A
Common Stock held by another daughter, and as to which Mr. Radler may be
deemed to have indirect beneficial ownership. Mr. Radler disclaims beneficial
ownership of the Class A Common Stock held by his wife and daughters.

     Mr. Black

     (a) Amount Beneficially Owned: 49,381,617 shares of Class A Common Stock;
     40.43% of class (calculated pursuant to Rule 13d-3). Comprised of the
     following: (i) 48,444,540 shares of Class A Common Stock beneficially
     owned by Hollinger Inc. or Ravelston; (ii) 9,600 shares of Class A Common
     Stock held by Conrad Black Capital Corporation; (iii) 100 shares of Class
     A Common Stock held directly by Conrad M. Black; (iv) 50 shares of Class
     A Common Stock held by Mr. Black's son; (v) 176,250 shares of Class A
     Common Stock that may be acquired by Mr. Black upon the exercise of all
     vested options held by him (458,750 options are outstanding but will not
     be exercisable within 60 days of November [ ], 1999); (vi) 10,000 shares
     of Class A Common Stock that may be acquired by Mr. Black's spouse upon
     the exercise of all vested options held by her (100,000 options are
     outstanding but will not be exercisable within 60 days of November [ ],
     1999); and (vii) 741,077 shares of Class A Common Stock that may be
     acquired at any time by the conversion of 1,611,039 Series II Preference
     Shares of Hollinger Inc. held directly by Conrad M. Black that are
     exchangeable for shares of Class A Common Stock. Mr. Black disclaims
     beneficial ownership of the Class A Common Stock held by his wife.

     (b) Voting Power; Dispositive Power: Through his relationships with
     Hollinger Inc., Ravelston and Conrad Black Capital Corporation described
     in Item 4, Mr. Black may be deemed to have the sole power to vote or to
     direct the vote and to dispose of or direct the disposition of 49,381,617
     shares of Class A Common Stock.

     (c) Not applicable.

     (d) Not applicable.

     (e) Not applicable.


                                      7


<PAGE>


Item 6.    Contracts, Arrangements, Understandings or Relationships with
           Respect to Securities of the Issuer.

          The Issuer's Restated Certificate of Incorporation, as amended,
provides that holders of Class B Common Stock are entitled to ten votes per
share and holders of Class A Common Stock are entitled to one vote per share.
The holders of Class A Common Stock and Class B Common Stock vote together as
a single class on all matters on which stockholders may vote, except when
class voting is required by applicable law or on a vote to issue or increase
the authorized number of shares of Class B Common Stock. Dividends must be
paid on both the Class A Common Stock and the Class B Common Stock at any time
dividends are paid on either.

          Each share of Class B Common Stock is convertible at any time at the
option of the holder into one share of Class A Common Stock and is
transferable by Hollinger Inc. to a subsidiary or an affiliate. In addition,
each share of Class B Common Stock is automatically convertible into a share
of Class A Common Stock at the time it is sold, transferred or otherwise
disposed of by Hollinger Inc. or a subsequent permitted transferee to any
third party (other than a subsidiary or an affiliate of Hollinger Inc. or such
subsequent permitted transferee) unless such purchaser or transferee offers to
purchase all shares of Class A Common Stock from the holders thereof for an
amount per share equal to the amount per share received by the holder of the
Class B Common Stock (a "Permitted Transaction").

          Notwithstanding the foregoing paragraph, any holder of Class B
Common Stock may pledge his or its shares of Class B Common Stock to a pledgee
pursuant to a bona fide pledge of such shares as collateral security for
indebtedness due to the pledgee, provided that such shares shall not be
transferred to or registered in the name of the pledgee and shall remain
subject to the transfer restrictions described in the foregoing paragraph. In
the event that shares of Class B Common Stock are so pledged, the pledged
shares shall not be converted automatically into Class A Common Stock.
However, if any such pledged shares become subject to any foreclosure,
realization or other similar action of the pledgee, they shall be converted
automatically into shares of Class A Common Stock unless they are sold in a
Permitted Transaction.

          Pursuant to the Issuer's Restated Certificate of Incorporation, as
amended, the Series C Preferred Stock ranks senior in right and priority of
payment to the Class A and Class B Common Stock and on a parity with the
Issuer's outstanding Series B Convertible Preferred Stock, par value $.01 per
share ("Series B Preferred Stock") as to dividends and upon liquidation.
Holders of Series C Preferred Stock are entitled to receive cumulative
dividends at a rate of 9-1/2% per annum, of the stated liquidation amount of
$108.51 per share of Series C Preferred Stock, payable quarterly. The Series C
Preferred Stock is mandatorily convertible into shares of Class A Common Stock
on June 1, 2001, and the Issuer has the option to redeem the shares of Series
C Preferred Stock, in whole or in part, at any time on or after June 1, 2000
and prior to June 1, 2001. At any time prior to June 1, 2001, unless
previously redeemed, each share of Series C Preferred Stock is convertible at
the option of the holder thereof into 8.503 shares of Class A Common Stock. On
June 1, 2001, unless previously redeemed or converted, each share of Series C
Preferred Stock will mandatorily convert into (i) 9.8646 shares of Class A
Common Stock, subject to adjustment in certain events, and (ii) the right to
receive cash in an amount equal to all accrued and unpaid dividends thereon.
The holders of Series C Preferred Stock have the right to vote together as a
single class with the holders of Class A and Class B Common Stock and Series B
Preferred Stock in the election of Directors and upon each other matter coming
before the stockholders of the Issuer on the


                                      8


<PAGE>


basis of ten votes per share of Series C Preferred Stock, except as otherwise
provided by law or the Issuer's Restated Certificate of Incorporation. In
addition, (i) whenever dividends on the Series C Preferred Stock or any other
series of preferred stock with like voting rights are in arrears and unpaid
for six quarterly dividend periods, and in certain other circumstances, the
holders of all Series C Preferred Stock (voting separately as a class) will be
entitled to vote, on the basis of ten votes for each share of Series C
Preferred Stock, for the election of two directors of the Issuer, such
directors to be in addition to the number of directors constituting the Board
of Directors immediately prior to the accrual of such right, and (ii) the
holders of Series C Preferred Stock may have voting rights with respect to
certain alterations of the Restated Certificate of Incorporation and certain
other matters, voting on the same basis or separately as a class.

          The Issuer's Series E Preferred Stock is entitled to receive
cumulative cash dividends, payable quarterly. The amount of each dividend per
share is equal to the product of (1) (i) Cdn.$146.625 divided by (ii) the
Canadian Dollar Equivalent of the Conversion Price per share of the Series E
Preferred Stock on the date the dividend is payable and (2) the per share
amount of regularly scheduled cash dividends on the Issuer's common stock
during the period from but excluding the date on which the previous dividend
on the Series E Preferred Stock was payable. The "Conversion Price" is
initially U.S. $14.00 per share of Common Stock, and the "Canadian Dollar
Equivalent" of the Conversion Price on any particular day is the Conversion
Price expressed in Canadian currency based on the noon buying rate in New York
City. The Conversion Price is subject to adjustment under certain
circumstances. The Series E Preferred Stock is redeemable in whole or in part,
at any time and from time to time, at a redemption price of Cdn.$146.625 per
share plus accrued and unpaid dividends to the redemption date, at the option
of the Issuer or, to the extent permitted by law and subject to the provisions
of any loan agreements to which the Issuer is a party at the redemption date,
a holder of such shares. The Series E Preferred Stock is nonvoting, except as
otherwise provided by law, in the certificate of designations for the Series E
Preferred Stock or the Issuer's Restated Certificate of Incorporation, as
amended. The certificate of designations provides that the affirmative vote or
consent of the holders of 66-2/3% of the shares of Series E Preferred Stock
actually voting is required for certain amendments of the Issuer's Restated
Certificate of Incorporation that would adversely affect the holders of Series
E Preferred Stock.

          The holder or holders of shares of the Series E Preferred Stock may
convert such shares at any time into shares of Class A Common Stock of the
Issuer at the Canadian Dollar Equivalent of the Conversion Price in effect at
the time of conversion. The shares of Series E Preferred Stock may not be
transferred other than to subsidiaries or affiliates of Hollinger Inc. without
the consent of the Board of Directors of the Issuer. Any holder of Series E
Preferred Stock may pledge such shares to a pledgee pursuant to a bona fide
pledge of such shares as collateral security for indebtedness or other
obligations due to the pledgee, provided that such shares shall remain subject
to, and upon foreclosure, realization or other similar action by the pledgee,
shall be transferred only in accordance with, the transfer restrictions set
forth in the certificate of designations.

          Pursuant to the Amended and Restated First Exchange Agreement, the
Issuer has agreed, at Hollinger Inc.'s request, to take commercially
reasonable efforts to cause the registration under the Securities Act of 1933,
as amended (the "Securities Act"), of the shares of Class A Common Stock and
Series C Preferred Stock issued in the First Exchange, and to


                                      9


<PAGE>


list such shares on the New York Stock Exchange. Pursuant to the Second
Amended and Restated Second Exchange Agreement, the Issuer has agreed to use
commercially reasonable efforts to cause the registration under the Securities
Act of the shares of Series C Preferred Stock issued upon the Second Exchange
and to list such newly issued shares of Series C Preferred Stock on the New
York Stock Exchange.

          Hollinger Inc. and NBCo have pledged all of their holdings in the
Issuer to Canadian Imperial Bank of Commerce ("CIBC") as collateral security
for the obligations of Hollinger Inc. and certain affiliated companies under a
Cdn. $10,000,000 operating facility (the "CIBC Facility"). The terms of this
pledge are attached hereto as Exhibit 20. The CIBC Facility requires
compliance by Hollinger Inc. with certain financial and other covenants and
contains standard default and other provisions. In addition, Hollinger Inc.
and NBCo have pledged an aggregate of [25,210,754] shares of Class A Common
Stock, 14,990,000 shares of Class B Common Stock and 829,409 shares of Series
C preferred Stock to CIBC (as arranger and administrative agent) as collateral
security for the obligations of Hollinger Inc. and certain affiliated
companies under a Cdn.$380,000,000 term, revolving and bridge facility (the
"Syndicated Facility"). Additional shares may be subject to the pledge at any
time depending on the value of the pledged shares and the exchange rate for
Canadian dollars from time to time. The terms of this pledge are attached
hereto as Exhibit 22. The Syndicated Facility requires compliance by Hollinger
Inc. with certain financial and other covenants and contains standard default
and other provisions.

          On July 29, 1997, Hollinger Inc. made an issuer bid (the "Debenture
Offer") for all of its outstanding 7% Southam-linked debentures
("Debentures"), with the consideration offered per Cdn. $1,000 principal
amount of Debentures being, at the option of a tendering holder of Debentures,
(i) Cdn. $1,342.86 in cash or (ii) Cdn. $771.43 in cash and 57.143 nonvoting
special shares ("HCPH Special Shares") of Hollinger Canadian Publishing. An
aggregate of Cdn. $73,416,000 principal amount of Debentures were tendered in
the Debenture Offer, creating a payment obligation for Hollinger Inc. of Cdn.
$58,859,223.65 and 4,146,007 HCPH Special Shares. Hollinger Inc. borrowed the
Cdn $58,859,223.65 from the Issuer by way of an interest bearing promissory
note ("Note") dated September 3, 1997, which was secured by the pledge of the
shares of Series D Preferred Stock held by NBCo. Copies of the Note and
related pledge agreement are attached hereto as Exhibits 7 and 8,
respectively. The 4,146,007 HCPH Special Shares were issued by Hollinger
Canadian Publishing in consideration for nonvoting special shares ("Newco
Special Shares") of 3396754 Canada Limited ("Newco"), a wholly-owned
subsidiary of Hollinger Inc. Pursuant to the terms of an exchange agreement
(the "Exchange Agreement") among Hollinger Canadian Publishing, Newco and the
Issuer, the Newco Special Shares are exchangeable at any time after December
23, 1997, at the option of the holder, into Class A Common Stock to be
delivered by Newco on the same basis as the 4,146,007 HCPH Special Shares are
exchangeable for Class A Common Stock with the Issuer. A copy of the Exchange
Agreement is attached hereto as Exhibit 9. The Note was repaid on February 22,
1999, through a cash payment to the Issuer of Cdn.$30,000,051.28 and a
transfer of 196,823 shares of Series D Preferred Stock to the Issuer.

          All or any part of the exchange obligation for the Newco Special
Shares can also be settled, at the option of Newco, by a cash payment of an
amount equivalent to the Current Market Price (as defined in the Exchange
Agreement) of the Class A Common Stock to be delivered upon any exchange of
Newco Special Shares. Hollinger Inc. has unconditionally agreed to provide
Newco with sufficient Class A Common Stock and/or cash for Newco to meet its
obligations upon an exchange of Newco Special


                                      10


<PAGE>


Shares. The number of shares of Class A Common Stock which Hollinger Inc. may
be required to provide to Newco for optional exchange prior to the mandatory
exchange date, June 26, 2000, is between 2,114,465 and 2,495,896. If exchanges
do not occur prior to such date a mandatory exchange will occur on such date
in respect of which Hollinger Inc. will be required to provide to Newco that
number of shares of Class A Common Stock (or the cash equivalent thereof)
equal to U.S. $36,816,542 divided by 95% of the Current Market Price at such
date.

          Under the terms of the Syndicated Facility, Hollinger Inc. is
required to (i) ensure at all times that CIBC has a first pledge of shares of
Class A Common Stock having a Market Value (as defined) at least two times
greater than the amount Hollinger Inc. has borrowed under the Syndicated
Facility and (ii) that at all times Hollinger Inc. and NBCo own, in the
aggregate, at least 35,000,000 shares of Class A Common Stock or Class B
Common Stock. Hollinger Inc. anticipates that it will have sufficient shares
of Class A Common Stock available to satisfy any and all of the foregoing
exchange or pledge obligations.

          Certain registration rights agreements, which are incorporated
herein by reference as Exhibits 12, 13 and 14 were entered into in connection
with the above-described pledges in favor of CIBC. These agreements provide
for registration (either within a certain time period of execution of the
registration rights agreement or upon foreclosure) under the Securities Act of
the pledged shares of Class A Common Stock and the shares of Class A Common
Stock into which other pledged securities are convertible.

          On May 27, 1998 the shareholders of Hollinger Inc. approved several
amendments to the company's articles to simplify Hollinger Inc.'s share
capital structure, as follows: (i) the terms of the common shares of Hollinger
Inc. were amended to add a retraction privilege and to change their
designation to retractable common shares; (ii) each retractable share of
Hollinger Inc. was changed into one retractable common share of Hollinger
Inc.; and (iii) the retractable common shares of Hollinger Inc. were
consolidated on a 1-for-31 basis. The cumulative effect of the amendments was
to consolidate the 31 shares making up an Equity Unit of Hollinger Inc.
(currently consisting of one common share and 30 Retractable Shares) into one
retractable common share of Hollinger Inc. Hollinger Inc. has stated that the
article amendments will complete an initiative to enable its shareholders to
have their investment in Hollinger Inc. more directly aligned with the Class A
Common Stock of the Issuer.

          The retractable common shares will permit the holder to cause
Hollinger Inc. to redeem such shares at any time upon demand, in exchange for
a number of shares of Class A Common Stock of the Issuer held by Hollinger
Inc. determined pursuant to a formula or cash, at Hollinger Inc.'s option. The
"Retraction Price" for such shares will be an amount determined by the Board
of Directors of Hollinger Inc. (or committee thereof) on a quarterly basis
within a range of not less than 90% and not more than 100% of the "Current
Value" on the relevant date divided by the number of retractable common shares
outstanding on such date. For these purposes, "Current Value" is defined by
reference to the fair market value of all of the assets of Hollinger Inc.,
less amounts payable upon liquidation to holders of Hollinger Inc.'s
preference shares and certain tax liabilities, all as determined by the Board
of Directors of Hollinger Inc. Hollinger Inc. has stated that employing this
range will allow fluctuating market conditions to be taken into account in
setting the Retraction Price. At present, the Retraction Price is equal to 90%
of "Current Value" on the relevant date, thus imposing a 10% discount. Upon
receipt of a retraction notice, Hollinger Inc. will redeem the appropriate


                                      11


<PAGE>


number of its retractable common shares by sending to the holder a stock
certificate representing that number of shares of Class A Common Stock of the
Issuer equal to the applicable Retraction Price divided by the "Current Class
A Market Price" on the retraction date. For these purposes, the "Current Class
A Market Price" will be determined primarily by reference to the per share
closing price of the Issuer's Class A Common Stock on the New York Stock
Exchange, with such price being converted into the Canadian dollar equivalent.
If Hollinger Inc. elects to satisfy the Retraction Price in cash, it may do so
for all or any part of the shares to be redeemed. Hollinger Inc. is obligated
to satisfy certain conditions with respect to shares of the Issuer's Class A
Common Stock delivered as a redemption of retractable common shares, including
the effectiveness of a registration statement under the Securities Act with
respect to such shares or the availability of an exemption from such
registration, and the listing of such shares on each stock exchange on which
the Class A Common Stock is listed.

          As of November , 1999, Hollinger Inc. had outstanding 15,390,633
Exchangeable Non-Voting Preference Shares Series II (the "Series II Preference
Shares") that were exchangeable for Class A Common Stock of the Issuer at a
fixed exchange rate as described below. As of October [ ], 1999, Conrad M.
Black directly owned 1,611,039 and Ravelston owned 66,963 Series II Preference
Shares that were exchangeable for Class A Common Stock. The Series II
Preference Shares are "mirror shares", each of which tracks a number of shares
of Class A Common Stock of the Issuer equal to the Exchange Number. The
Exchange Number is subject to adjustment upon the occurrence of certain
events, and is currently equal to 0.46. Each Series II Preference Share
entitles the holder to a dividend in an amount equal to the Canadian Dollar
Equivalent of the amount of any dividend on the Exchange Number of shares of
Class A Common Stock of the Issuer less any U.S. withholding tax thereon
payable by Hollinger Inc. or any of its subsidiaries. A holder of Series II
Preference Shares is entitled to require Hollinger Inc. to redeem such
holder's Series II Preference Shares in consideration for a number of shares
of Class A Common Stock for each Series II Preference Share to be redeemed
equal to (i) the Exchange Number plus (ii) the quotient obtained when the
amount of declared and unpaid dividends on the Series II Preference Shares and
declared dividends on the Issuer's Class A Common Stock for which dividends
have not been declared on the Series II Preference Shares is divided by the
Canadian Dollar Equivalent of the current market price of the Exchange Number
of shares of the Issuer's Class A Common Stock (a "Retraction"). On receipt of
a retraction notice in respect of Series II Preference Shares, Hollinger Inc.
is entitled to redeem all or part of such Series II Preferred Shares for a
cash payment equal to the Canadian Dollar Equivalent of the current market
price of the Exchange Number of shares of the Issuer's Class A Common Stock
plus the amount of the declared and unpaid dividends on the Series II
Preferred Shares and declared dividends on the Issuer's Class A Common Stock
for which dividends have not been declared on the Series II Preference Shares.
In the event of a liquidation, dissolution or winding up of Hollinger Inc.,
the holders of Series II Preference Shares are entitled to (i) the Canadian
Dollar Equivalent of the current market price of the Issuer's Class A Common
Stock (payable in shares of the Issuer's Class A Common Stock or cash, at the
option of Hollinger Inc.) plus (ii) the amount of declared and unpaid
dividends on the Series II Preference Shares and declared dividends on the
Issuer's Class A Common Stock for which dividends have not been declared on
the Series II Preference Shares.

          Pursuant to grants under the Issuer's 1994 Stock Option Plan and the
1997 Stock Incentive Plan, Mr. Black has been granted options to purchase a
total of 635,000 shares of Class A Common Stock of the Issuer of which 163,750
of such shares are presently exercisable by Mr. Black or exercisable by him
within 60 days.


                                      12


<PAGE>


Item 7.  Materials to Be Filed as Exhibits.
- -------------------------------------------

Exhibit No.                            Description

     1    Joint Filing Agreement dated October 20, 1995, among Hollinger Inc.,
          The Ravelston Corporation Limited and The Hon. Conrad M. Black,
          P.C., O.C. (individually and on behalf of Conrad Black Capital
          Corporation).

     2    Share Exchange Agreement dated as of July 19, 1995 between American
          Publishing Company and Hollinger Inc. (incorporated by reference to
          the definitive proxy statement of the Issuer dated September 28,
          1995).

     3    UniMedia Class A Stock Purchase Agreement dated as of April 18, 1997
          among Hollinger Inc., UniMedia Holding Company and Hollinger
          International Inc.

     4    UniMedia Class B Stock Purchase Agreement dated as of April 18, 1997
          among Hollinger Inc., UniMedia Holding Company and Hollinger
          International Inc.

     5    Amended and Restated First Exchange Agreement dated as of July 21,
          1997 among Hollinger Inc., UniMedia and Hollinger International Inc.

     6    Second Amended and Restated Second Exchange Agreement dated as of
          July 21, 1997 among Hollinger Inc., UniMedia and Hollinger
          International Inc.

     7    Amended and Restated Term Sheet dated as of April 21, 1997 regarding
          loan facility and pledge of securities of the Issuer by Hollinger
          Inc. in favor of the Canadian Imperial Bank of Commerce.

     8    Securities Pledge Agreement dated May 24, 1996 by 1159670 Ontario
          Limited in favor of the Canadian Imperial Bank of Commerce.

     9    Promissory Note dated September 3, 1997 made by Hollinger Inc. in
          favor of Hollinger International Inc.

     10   Limited Recourse Guarantee and Securities Pledge Agreement dated
          September 3, 1997 between Hollinger International Inc. and UniMedia
          Holding Company.

     11   Exchange Agreement Providing for the Exchange of Nonvoting Special
          Shares among 3396754 Canada Limited, Hollinger Canadian Publishing
          Holdings Inc. and Hollinger International Inc. dated September 3,
          1997.

     12   Letter agreement dated October 13, 1995 between Hollinger Inc. and
          the Canadian Imperial Bank of Commerce.

     13   Registration Rights Agreement dated February 29, 1996 among
          Hollinger Inc., 1159670 Ontario Limited and certain lenders.


                                      13



<PAGE>


     14   Letter agreement dated May 24, 1996 among Hollinger Inc., Hollinger
          International Inc., 1159670 Ontario Limited, 3184081 Canada Limited
          and the Canadian Imperial Bank of Commerce (omitting Schedules A and
          B).

     15   Letter agreement dated July 29, 1997, between Hollinger Inc.,
          Hollinger International Inc. and Hollinger Canadian Publishing
          Holdings Inc.

     16   Letter agreement dated September 30, 1998 among Hollinger Inc.,
          Ravelston and Toronto Dominion (New York), Inc.

     17   Letter agreement dated September 30, 1998 among Hollinger Inc.,
          Ravelston and Scotiabanc Inc.

     18   Letter agreement dated September 30, 1998 among Hollinger Inc.,
          Ravelston and First Chicago Hedging Services Corporation.

     19   Letter agreement dated September 30, 1998 among Hollinger Inc.,
          Ravelston and NMS Services, Inc.

     20   Master Securities Pledge Agreement made as of August 10, 1998 by
          each of Hollinger Inc. and 504468 NB Inc. to Canadian Imperial Bank
          of Commerce.

     21   Master Securities Pledge Agreement made as of June 4, 1998 by each
          of Hollinger Inc. and 504468 NB Inc. to Canadian Imperial Bank of
          Commerce.

     22   Master Securities Pledge Agreement made as of June 7, 1999 by each
          of Hollinger Inc. and 504468 NB Inc. and Canadian Imperial Bank of
          Commerce.

     23   Registration Rights Undertaking dated August 10, 1996 among
          Hollinger Inc., Hollinger International Inc., 504468 NB Inc. and
          Canadian Imperial Bank of Commerce.

     24   Registration Rights Undertaking dated as of June 4, 1998 among
          Hollinger Inc., Hollinger International Inc., 504468 NB Inc. and
          Canadian Imperial Bank of Commerce.

     25   Registration Rights Undertaking dated as of June 7, 1999 among
          Hollinger, Inc., Hollinger International Inc., 504468 NB Inc. and
          Canadian Imperial Bank of Commerce.


                                      14


<PAGE>


                                   SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true, complete
and correct.

Dated: November 19, 1999

                                       HOLLINGER INC.

                                       By:

                                            /s/ Charles G. Cowan
                                            -----------------------------
                                            Charles G. Cowan, Q.C.
                                            Vice-President and Secretary

                                       THE RAVELSTON CORPORATION LIMITED

                                       By:

                                            /s/ Charles G. Cowan
                                            -----------------------------
                                            Charles G. Cowan, Q.C.
                                            Vice-President and Secretary

                                       By:

                                            /s/ Conrad M. Black
                                            -----------------------------
                                            The Hon. Conrad M. Black, P.C.,
                                            O.C., individually and on behalf
                                            of Conrad Black Capital Corporation

                                            Title:  Chairman of Conrad Black
                                                    Capital Corporation


                                      15

<PAGE>



                                 Exhibit Index

1  Joint Filing Agreement dated           Incorporated by reference from
   October 20, 1995 among Hollinger       Exhibit 1 of Schedule 13D of
   Inc., The Ravelston Corporation        Hollinger Inc., Ravelston and
   Limited and The Hon. Conrad M.         Mr. Black (the "Reporting Persons")
   Black, P.C., O.C. (individually        dated as of October 20, 1995 with
   and on behalf of Conrad Black          respect to their deemed beneficial
   Capital Corporation).                  ownership of shares of Hollinger
                                          International Inc. (the
                                          "Schedule 13D").

2  Share Exchange Agreement dated         Incorporated by reference from
   as of July 19, 1995 between            Exhibit 2 of Schedule 13D.
   American Publishing Company and
   Hollinger Inc. (incorporated by
   reference to the definitive
   proxy statement of the Issuer
   dated September 28, 1995).

3  UniMedia Class A Stock Purchase        Incorporated by reference from
   Agreement dated as of April 18,        Exhibit 14 of Schedule 13D/A dated as
   1997 among Hollinger Inc.,             of the Reporting Persons dated as of
   UniMedia Holding Company and           August 11, 1997 ("Amendment No. 5").
   Hollinger International Inc.

4  UniMedia Class B Stock Purchase        Incorporated by reference from
   Agreement dated as of April 18,        Exhibit 15 of Schedule 13D/A
   1997 among Hollinger Inc.,             Amendment No. 5.
   UniMedia Holding Company and
   Hollinger International Inc.

5  Amended and Restated First             Incorporated by reference from
   Exchange Agreement dated as of         Exhibit 16 of Schedule 13D/A
   July 21, 1997 among Hollinger          Amendment No. 5.
   Inc., UniMedia and Hollinger
   International Inc.

6  Second Amended and Restated            Incorporated by reference from
   Second Exchange Agreement dated        Exhibit 17 of Schedule 13D/A
   as of July 21, 1997 among              Amendment No. 5.
   Hollinger Inc., UniMedia and
   Hollinger International Inc.

7  Amended and Restated Term Sheet        Incorporated by reference from
   dated as of April 21, 1997             Exhibit 7 of Schedule 13D/A
   regarding loan facility and            Amendment No. 6
   pledge of securities of the
   Issuer by Hollinger Inc. in
   favor of the Canadian Imperial
   Bank of Commerce.

8  Securities Pledge Agreement            Incorporated by reference from
   dated May 24, 1996 by 1159670          Exhibit 9 of Schedule 13D/A
   Ontario Limited in favor of the        Amendment No. 4
   Canadian Imperial Bank of
   Commerce.


                                      16


<PAGE>



9  Promissory Note dated                  Incorporated by reference from
   September 3, 1997 made by              Exhibit 9 of Schedule 13D/A
   Hollinger Inc. in favor of             Amendment No. 6.
   Hollinger International Inc.

10 Limited Recourse Guarantee and         Incorporated by reference from
   Securities Pledge Agreement            Exhibit 10 of Schedule 13D/A
   dated September 3, 1997 between        Amendment No. 6.
   Hollinger International Inc. and
   UniMedia Holding Company.

11 Exchange Agreement Providing for       Incorporated by reference from
   the Exchange of Nonvoting              Exhibit 11 of Schedule 13D/A
   Special Shares among 3396754           Amendment No. 6.
   Canada Limited, Hollinger
   Canadian Publishing Holdings
   Inc. and Hollinger International
   Inc. dated September 3, 1997.

12 Letter agreement dated                 Incorporated by reference from
   October 13, 1995 between               Exhibit 4 of Schedule 13D
   Hollinger Inc. and the Canadian
   Imperial Bank of Commerce.

13 Registration Rights Agreement          Incorporated by reference from
   dated February 29, 1996 among          Exhibit 8 of Schedule 13D/A
   Hollinger Inc., 1159670 Ontario        Amendment No.2
   Limited and certain lenders.

14 Letter agreement dated May 24,         Incorporated by reference from
   1996 among Hollinger Inc.,             Exhibit 11 of Schedule 13D/A
   Hollinger International Inc.,          Amendment No. 3
   1159670 Ontario Limited, 3184081
   Canada Limited and the Canadian
   Imperial Bank of Commerce
   (omitting Schedules A and B).

15 Letter agreement dated July 29,        Incorporated by reference from
   1997, between Hollinger Inc.,          Exhibit 11 of Schedule 13D/A
    Hollinger International Inc. and      Amendment No. 6.
    Hollinger Canadian Publishing
    Holdings Inc.

16  Letter agreement dated                Incorporated by reference from
    September 30, 1998 among              Exhibit 16 of Schedule 13D/A
    Hollinger Inc., Ravelston and         Amendment No. 7.
    Toronto Dominion (New York),
    Inc.

17  Letter agreement dated                Incorporated by reference from
    September 30, 1998 among              Exhibit 17 of Schedule 13D/A
    Hollinger Inc., Ravelston and         Amendment No. 7.
    Scotiabanc Inc.

18  Letter agreement dated                Incorporated by reference from
    September 30, 1998 among              Exhibit 18 of Schedule 13D/A
    Hollinger Inc., Ravelston and         Amendment No. 7.
    First Chicago Hedging Services
    Corporation.


                                      17


<PAGE>


19  Letter agreement dated                Incorporated by reference from
    September 30, 1998 among              Exhibit 19 of Schedule 13D/A
    Hollinger Inc., Ravelston and         Amendment No. 7.
    NMS Services, Inc.

20  Master Securities Pledge              Incorporated by reference from
    Agreement made as of August 10,       Exhibit 15 of Schedule 13D/A
    1998 by each of Hollinger Inc.        Amendment No 8.
    and 504468 NB Inc. to Canadian
    Imperial Bank of Commerce.

21  Master Securities Pledge              Incorporated by reference from
    Agreement made as of June 4,          Exhibit 16 of Schedule 13D/A
    1998 by each of Hollinger Inc.        Amendment No 8.
    and 504468 NB Inc. to Canadian
    Imperial Bank of Commerce.

22  Master Securities Pledge              Filed herewith.
    Agreement made as of June 7,
    1999 by each of Hollinger Inc.
    and 504468 NB. Inc. to Canadian
    Imperial Bank of Commerce.

23  Registration Rights Undertaking       Incorporated by reference from
    dated August 10, 1996 among           Exhibit 17 of Schedule 13D/A
    Hollinger Inc., Hollinger             Amendment No 8.
    International Inc., 504468 NB
    Inc. and Canadian Imperial Bank
    of Commerce.

24  Registration Rights Undertaking       Incorporated by reference from
    dated as of June 4, 1998 among        Exhibit 18 of Schedule 13D/A
    Hollinger Inc., Hollinger             Amendment No 8.
    International Inc., 504468 NB
    Inc. and Canadian Imperial Bank
    of Commerce.

25  Registration Rights Undertaking       Filed herewith.
    dated as of June 7, 1999 among
    Hollinger Inc., Hollinger
    International Inc., 504468 NB
    Inc. and Canadian Imperial Bank
    of Commerce.


                                      18



            AMENDED AND RESTATED MASTER SECURITIES PLEDGE AGREEMENT

This is an amended and restated securities pledge agreement made as of June 7,
1999 by each of the Pledgors to Canadian Imperial Bank of Commerce, as
Administrative Agent.

For valuable consideration, each of the Pledgors severally (and not jointly,
or jointly and severally) agrees with the Administrative Agent, for the
benefit of the Administrative Agent and the Lenders, as follows:

1.    Definitions. Capitalized terms not otherwise defined in this Agreement
have the meanings specified in the Credit Agreement, and the following terms
have the following meanings:

     "Administrative Agent" shall mean Canadian Imperial Bank of Commerce in
     its capacity as administrative agent for the Lenders under the Credit
     Documents, and shall include its successors and permitted assigns in such
     capacity.

     "Borrowers" shall mean Hollinger Inc., 504468 N.B. Inc. and Sugra
     Limited, and shall include their respective successors.

     "Charges" shall mean any mortgage, charge, pledge, hypothecation, lien
     (statutory or otherwise), assignment, finance lease, title retention
     agreement or arrangement, security interest or other encumbrance or
     adverse claim of any nature, or any other security agreement or
     arrangement creating in favour of any creditor a right in respect of a
     particular property that is prior to the right of any other creditor in
     respect of such property.

     "Credit Agreement" shall mean the amended and restated credit agreement
     made as of June 7, 1999, among Hollinger Inc., 504468 N.B. Inc. and Sugra
     Limited, as borrowers, each financial institution that is a signatory
     thereto and each financial institution that becomes a party thereto from
     time to time, as lenders, Canadian Imperial Bank of Commerce, as Lead
     Arranger and Administrative Agent, The Bank of Nova Scotia, as
     Syndication Agent, and The Toronto-Dominion Bank, as Documentation Agent,
     as such credit agreement may be supplemented, amended, restated,
     consolidated or replaced from time to time.

     "Credit Documents" shall mean the Credit Agreement, the Notes (as defined
     in the Credit Agreement), the Security (as defined in the Credit
     Agreement), all certificates delivered from time to time by or on behalf
     of the Borrowers to the Administrative Agent or the Lenders pursuant to
     the Credit Agreement or the Security (as defined in the Credit
     Agreement), and any other document acknowledged by any Borrower to be a
     Credit Document.

<PAGE>




     "Default" shall mean, with respect to each Pledgor, a default by such
     Pledgor in the payment or performance of any of such Pledgor's
     Obligations.

     "Issuer" shall mean, at any time, any person who is at such time an
     issuer of any securities which constitute part of the Pledged Collateral
     of any Pledgor.

     "Obligations" shall mean, with respect to each Pledgor, all present and
     future obligations of such Pledgor to each of the Administrative Agent
     and the Lenders under the Credit Documents, and any unpaid balance
     thereof.

     "person" is to be broadly interpreted and shall include an individual, a
     corporation, a partnership, a trust, an unincorporated organization, a
     joint venture, the government of a country or any political subdivision
     of a country, or an agency or department of any such government, any
     other governmental authority and the executors, administrators or other
     legal representatives of an individual in such capacity.

     "Pledged Collateral" shall have the meaning specified in Section 2.

     "Pledged Securities" shall mean, with respect to each Pledgor, the
     securities listed in Schedule A hereto, as such schedule may be amended
     from time to time.

     "Pledgors" shall mean the signatories to this Agreement (other than the
     Administrative Agent), together with any other person who becomes a
     Pledgor under this Agreement from time to time by executing and
     delivering to the Administrative Agent a Supplement to this Agreement as
     provided for in Section 21 hereof, and "Pledgor" shall mean any one of
     the Pledgors.

     "PPSA" shall mean the Personal Property Security Act (Ontario), as such
     legislation may be amended, renamed or replaced from time to time, and
     includes all regulations from time to time made under such legislation.

     "Proceeds" shall have the meaning given to such term in the PPSA.

     "Receiver" shall mean a receiver, a manager or a receiver and manager.


                                      -2-

<PAGE>


     "Records" shall mean, with respect to each Pledgor, all books, records,
     files, papers, disks, documents and other repositories of data recording
     in any form or medium, evidencing or relating to the Pledged Collateral
     of such Pledgor which are at any time owned by such Pledgor or to which
     such Pledgor (or any person on such Pledgor's behalf) has access.

     "Supplement" shall have the meaning specified in Section 21 hereof.

2.   Grant of Security Interest. As general and continuing security for the due
payment and performance of its Obligations (including the payment of any such
Obligations that would become due but for any automatic stay under the
provisions of the Bankruptcy and Insolvency Act (Canada), the United States
Bankruptcy Code or any analogous provisions of any other applicable law in
Canada, the United States of America or any other jurisdiction), each Pledgor
assigns and pledges to and in favour of the Administrative Agent, for the
benefit of the Administrative Agent and the Lenders, and grants to the
Administrative Agent, for the benefit of the Administrative Agent and the
Lenders, a continuing security interest in:

     (a)  the Pledged Securities of such Pledgor, together with all
          replacements of any such Pledged Securities and substitutions for
          any such Pledged Securities and all certificates and instruments
          evidencing such Pledged Securities;

     (b)  all interest and dividends, whether in cash, kind or stock, received
          or receivable upon or in respect of any of the Pledged Securities of
          such Pledgor and all moneys or other property payable or paid on
          account of any return or repayment of capital in respect of any of
          the Pledged Securities of such Pledgor or otherwise distributed in
          respect of such Pledged Securities or which will in any way be
          charged to, or payable or paid out of, the capital of the applicable
          Issuer on account of any such Pledged Securities;

     (c)  all other property that may at any time be received or receivable by
          or otherwise distributed to such Pledgor in respect of, or in
          substitution for, or in exchange for, any of the foregoing; and

     (d)  all cash, securities and other Proceeds of any of the foregoing and
          all rights and interests of such Pledgor


                                      -3-


<PAGE>


          in respect thereof or evidenced thereby, including all moneys
          received from time to time by such Pledgor in connection with any
          sale or disposition of any of the Pledged Securities of such
          Pledgor;(collectively, the "Pledged Collateral").

3.   Delivery of Pledged Collateral. Each of the Pledgors, concurrently
with its execution and delivery of this Agreement (or, if applicable,
concurrently with its execution and delivery of a Supplement) will deliver to
the Administrative Agent all certificates or other documents representing or
evidencing the Pledged Collateral of such Pledgor in suitable form for
transfer by delivery, or accompanied by duly executed instruments of transfer
or assignment in blank, in each case satisfactory to the Administrative Agent,
all of which shall remain in the custody of the Administrative Agent or its
nominee. If the constating documents of any Issuer restrict the transfer of
the securities of such Issuer, then the applicable Pledgor will also deliver
to the Administrative Agent a certified copy of a resolution of the directors
or shareholders of such Issuer (as required) consenting to the transfers
contemplated by this Agreement, including any prospective transfer of the
Pledged Collateral by the Administrative Agent or its nominee upon a
realization on the security constituted by this Agreement in accordance with
this Agreement. All Pledged Collateral that is in registrable form may, at the
option of the Administrative Agent, be registered in the name of
Administrative Agent or its nominee. Each Pledgor agrees to execute and
deliver to the appropriate persons, promptly if and when required by the
Administrative Agent, all such instruments, documents and agreements as the
Administrative Agent in its discretion may deem necessary to effect a change
in the shareholders' register of any Issuer of any Pledged Collateral of such
Pledgor from such Pledgor to the Administrative Agent or a nominee of the
Administrative Agent. In addition, the Administrative Agent shall have the
right to exchange certificates or other documents representing or evidencing
any Pledged Collateral for certificates or other documents of smaller or
larger denominations. If the Administrative Agent so requests, any endorsement
on any certificate representing any of the Pledged Collateral will also be
guaranteed by a Canadian or United States bank or other financial institution
acceptable to the Administrative Agent.

4.   Attachment. Each of the Pledgors confirms that value has been given by
the Administrative Agent and the Lenders to such Pledgor, that such Pledgor
has rights in its Pledged Collateral existing at the date of this Agreement,
and that the


                                      -4-


<PAGE>


Administrative Agent has not agreed to postpone the time for attachment of the
Charges created by this Agreement to any of the Pledged Collateral of such
Pledgor. The Charges created by this Agreement on the Pledged Collateral of
each Pledgor will have effect and be deemed to be effective whether or not the
obligations of such Pledgor or any part thereof are owing or in existence
before or after or upon the date of this Agreement or the date of any
Supplement, as the case may be.

5.   Covenants.

     (a) Further Documentation. Each of the Pledgors will from time to time,
at the expense of such Pledgor, promptly and duly authorize, execute and
deliver such further instruments and documents, and take such further action,
as the Administrative Agent may request for the purpose of obtaining or
preserving the full benefits of, and the rights and powers granted by, this
Agreement (including the filing of any financing statements or financing
change statements under any applicable law with respect to the Charges created
by this Agreement). Such Pledgor acknowledges that this Agreement has been
prepared based on existing applicable laws and that a change in such laws, or
the laws of other jurisdictions, may require the execution and delivery of
different forms of security documentation. Accordingly, such Pledgor agrees
that the Administrative Agent will have the right to require that this
Agreement be amended, supplemented or replaced by such Pledgor, and that such
Pledgor will immediately on request by the Administrative Agent authorize,
execute and deliver any such amendment, supplement or replacement (i) to
reflect any changes in such laws, whether arising as a result of statutory
amendments, court decisions or otherwise, (ii) to facilitate the creation and
registration of appropriate security in all appropriate jurisdictions, or
(iii) if such Pledgor merges or amalgamates with any other person or enters
into any corporate reorganization, in each case in order to confer on the
Administrative Agent Charges similar to, and having the same effect and
priority as, the Charges created by this Agreement.

     (b) Additional Pledged Collateral. Each of the Pledgors will deliver to
the Administrative Agent such additional Pledged Collateral as is required to
satisfy the financial covenant set out in Section 8.03(i) of the Credit
Agreement from time to time; provided that, the Administrative Agent, on
behalf of the Lenders, will release some or all of such additional Pledged
Collateral from the Charge constituted by this Agreement if the Administrative
Agent and the Lenders, acting reasonably, conclude that such additional
Pledged Collateral will not be required to


                                      -5-


<PAGE>


satisfy the financial covenant set out in Section 8.03(i) of the Credit
Agreement from time to time. For greater certainty, the Pledged Collateral
existing at the date of this Agreement shall not be released at any time
pursuant to this Section 5(b) (including, without limitation, on the
satisfaction of the repayment obligation contained in Section 4.02(1) of the
Credit Agreement). The parties shall also deliver a duly amended form of
Schedule A to this Agreement concurrently with all deliveries of additional
Pledged Collateral or releases of surplus Pledged Collateral, as the case may
be.

6.   Voting Rights. Unless a Default has occurred and is continuing, each
Pledgor will be entitled to exercise all voting power from time to time
exercisable in respect of the Pledged Collateral of such Pledgor and give
consents, waivers and ratifications in respect thereof; provided, however,
that no vote will be cast or consent, waiver or ratification given or action
taken which would be prejudicial to the interests of the Administrative Agent
and the Lenders or which would have the effect of reducing the value of the
Pledged Collateral of such Pledgor as security for the Obligations of such
Pledgor or imposing any restriction on the transferability of any of the
Pledged Collateral Of such Pledgor. Unless a Default has occurred and is
continuing, the Administrative Agent shall, from time to time at the request
and expense of each Pledgor, execute, in respect of all Pledged Securities of
a Pledgor that are registered in the name of the Administrative Agent, valid
proxies appointing such Pledgor as its proxy to attend, vote and act for and
on behalf of the Administrative Agent at any and all meetings of each Issuer
of Pledged Securities of such Pledgor that are registered in the name of the
Administrative Agent and to execute and deliver, consent to or approve or
disapprove of or withhold consent to any resolutions in writing of
shareholders of each such Issuer for and on behalf of the Administrative
Agent. Immediately upon the occurrence and during the continuance of any
Default, all such rights of the defaulting Pledgor to vote and give consents,
waivers and ratifications will cease and the Administrative Agent or any
nominee of the Administrative Agent will be entitled to exercise all such
voting rights and to give all such consents, waivers and ratifications.

7.   Dividends. Unless a Default has occurred and is continuing, each
Pledgor will be entitled to receive any and all dividends and other forms of
distribution on the Pledged Collateral of such Pledgor which it is otherwise
entitled to receive, but any and all stock and/or liquidating dividends,
distributions of property, returns of capital or other distributions made on
or in respect of the Pledged Collateral of such Pledgor, whether


                                      -6-


<PAGE>


resulting from a subdivision, combination or reclassification of the
outstanding capital stock of any Issuer or received in exchange for the
Pledged Collateral of such Pledgor or any part thereof or as a result of any
amalgamation, merger, consolidation, acquisition or other exchange of property
to which any Issuer may be a party or otherwise, and any and all cash and
other property received in exchange for any Pledged Collateral of such
Pledgor, will be and become part of the Pledged Collateral of such Pledgor
subject to the Charges created by this Agreement and, if received by such
Pledgor, unless otherwise applied by such Pledgor in a manner expressly
permitted by the Administrative Agent, will immediately be delivered to the
Administrative Agent or its nominee (accompanied, if appropriate, by proper
and duly executed instruments of assignment or transfer in accordance with the
Administrative Agent's instructions) to be held subject to the terms of this
Agreement; and if any of the Pledged Collateral of any such Pledgor has been
registered in the name of the Administrative Agent or its nominee, the
Administrative Agent will execute and deliver (or cause to be executed and
delivered) to such Pledgor all such dividend orders and other instruments as
such Pledgor may request for the purpose of enabling such Pledgor to receive
the dividends or other payments which such Pledgor is authorized to receive
and retain pursuant to this Section. If a Default has occurred and is
continuing, all rights of any Pledgor pursuant to this Section will cease and
the Administrative Agent will have the sole and exclusive right and authority
to receive and retain the cash dividends and other forms of cash distribution
which such Pledgor would otherwise be authorized to retain pursuant to this
Section. Any money and other property paid over to or received by the
Administrative Agent pursuant to the provisions of this Section will be
retained by the Administrative Agent as additional Pledged Collateral of the
applicable Pledgor and be applied in accordance with the provisions of this
Agreement.

B.   Rights on Default. Upon the occurrence and during the continuance of a
Default, the security constituted by this Agreement on the Pledged Collateral
of the defaulting Pledgor shall become enforceable, and the Administrative
Agent may, personally or by agent, at such time or times as the Administrative
Agent in its discretion may determine, do any one or more of the following:

     (a) Rights under PPSA, etc. Exercise against such Pledgor and any or all
of the Pledged Collateral of such Pledgor all of the rights and remedies
granted to secured parties under the PPSA and any other applicable statute, or
otherwise available to the Administrative Agent by contract, at law or in
equity.


                                      -7-


<PAGE>


     (b) Dispose of Pledged Collateral. Realize on any or all of the Pledged
Collateral of such Pledgor and sell or otherwise dispose of and deliver any or
all of the Pledged Collateral of such Pledgor (or contract to do any of the
above), in one or more parcels at any public or private sale, at any exchange,
broker's board or office of the Administrative Agent or elsewhere, on such
terms and conditions as the Administrative Agent may deem advisable and at
such prices as it may deem best, for cash or on credit or for future delivery.

     (c) Court-Approved Disposition of Pledged Collateral. Obtain from any
court of competent jurisdiction an order for the sale or foreclosure of any or
all of the Pledged Collateral of such Pledgor.

     (d) Purchase by Administrative Agent or Lenders. At any public sale, and
to the extent permitted by law on any private sale, bid for and purchase, or
permit any Lender to bid for or purchase, any or all of the Pledged Collateral
of such Pledgor offered for sale and, upon compliance with the terms of such
sale, hold, retain, sell or otherwise dispose of such Pledged Collateral
without any further accountability to such Pledgor or any other person with
respect to such holding, retention, sale or other disposition, except as
required by law. In any such sale to the Administrative Agent or any Lender,
the Administrative Agent or such Lender may, for the purpose of making payment
for all or any part of the Pledged Collateral of any Pledgor so purchased, use
any claim for Obligations of such Pledgor then due and payable to such person
as a credit against the purchase price.

     (e) Transfer of Pledged Collateral. Transfer all or part of the Pledged
Collateral of such Pledgor into the name of the Administrative Agent or its
nominee, with or without disclosing that the Pledged Collateral of such
Pledgor is subject to the Charges created by this Agreement.

     (f) Vote Pledged Collateral. Vote any or all of the Pledged Collateral of
such Pledgor (whether or not transferred to the Administrative Agent or its
nominee) and give or withhold all consents, waivers and ratifications in
respect thereof and otherwise act with respect thereto as though it were the
outright owner thereof.

     (g) Appoint Receiver. Appoint by instrument in writing one or more
Receivers of any or all of the Pledged Collateral of such Pledgor with such
rights, powers and authority (including any or all of the rights, powers and
authority of the Administrative


                                      -8-


<PAGE>


Agent under this Agreement) as may be provided for in the instrument of
appointment or any supplemental instrument, and remove and replace any such
Receiver from time to time. To the extent permitted by applicable law, any
Receiver appointed by the Administrative Agent will (for purposes relating to
responsibility for the Receiver's acts or omissions) be considered to be the
agent of such Pledgor and not of the Administrative Agent or the Lenders.

     (h) Court-Appointed Receiver. Obtain from any court of competent
jurisdiction an order for the appointment of a Receiver of any or all of the
Pledged Collateral of such Pledgor.

     (i) Exercise Other Rights. Exercise any and all rights of conversion,
exchange, subscription or any other rights, privileges or options pertaining
to any of the Pledged Collateral of such Pledgor as if it were the absolute
owner thereof, including the right to exchange at its discretion any and all
of the Pledged Collateral of such Pledgor upon the amalgamation, merger,
consolidation, reorganization, recapitalization or other readjustment of any
Issuer or upon the exercise by any Issuer or the Administrative Agent of any
right, privilege or option pertaining to any of the Pledged Collateral of such
Pledgor, and in connection therewith, to deposit and deliver any and all of
the Pledged Collateral of such Pledgor with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as it may determine, all without liability except to account for
property actually received by the Administrative Agent.

9.   Sale of Securities. The Administrative Agent is authorized, in
connection with any offer or sale of any Pledged Collateral of a Pledgor, to
comply with any limitation or restriction as it may be advised by counsel is
necessary to comply with applicable law, including compliance with procedures
that may restrict the number of prospective bidders and purchasers, requiring
that prospective bidders and purchasers have certain qualifications, and
restricting prospective bidders and purchasers to persons who will represent
and agree that they are purchasing for their own account or investment and not
with a view to the distribution or resale of such Pledged Collateral of such
Pledgor. Each Pledgor further agrees that compliance with any such limitation
or restriction will not result in a sale of the Pledged Collateral of such
Pledgor being considered or deemed not to have been made in a commercially
reasonable manner, and neither the Administrative Agent nor any Lender will be
liable or accountable to such Pledgor for any discount allowed by reason of
the fact that such Pledged Collateral of such Pledgor is sold in


                                      -9-


<PAGE>


compliance with any such limitation or restriction.

l0.  Application of Proceeds. All Proceeds of Pledged Collateral of a
Pledgor received by the Administrative Agent may be applied to discharge or
satisfy any expenses (including the Receiver's remuneration and other expenses
of enforcing the Administrative Agent's rights against such Pledgor under this
Agreement), Charges over the Pledged Collateral of such Pledgor in favour of
persons other than the Administrative Agent, borrowings, taxes and other
outgoings affecting the Pledged Collateral of such Pledgor or which are
considered advisable by the Administrative Agent. The balance of such Proceeds
may, at the sole discretion of the Administrative Agent, be held as collateral
security for the obligations of such Pledgor or be applied to such of the
obligations of such Pledgor (whether or not the same are due and payable) in
such manner and at such times as the Administrative Agent considers
appropriate and thereafter will be accounted for as required by law.

11.  Continuing Liability of Pledgors. Each of the Pledgors will remain
liable for any obligations of such Pledgor that are outstanding following
realization of all or any part of the Pledged Collateral of such Pledgor and
the application of the Proceeds of such Pledged Collateral.

12.  Appointment as Attorney-in-Fact. Each of the Pledgors constitutes and
appoints the Administrative Agent and any officer or agent of the
Administrative Agent, with full power of substitution, as such Pledgor's true
and lawful attorney-in-fact with full power and authority in the place of such
Pledgor and in the name of such Pledgor or in its own name, from time to time
in the Administrative Agent's discretion (a) at any time, to sign, deliver and
register on behalf of and in the name of such Pledgor all such financing
statements, financing change statements, notices, verification statements and
other documents relating to the Pledged Collateral of such Pledgor and this
Agreement as the Administrative Agent or such other person considers
appropriate or desirable, and (b) after the occurrence and during the
continuance of a Default, to take any and all appropriate action and to
execute any and all documents and instruments as, in the opinion of such
attorney acting reasonably, may be necessary or desirable to accomplish the
purposes of this Agreement. These powers from each Pledgor are coupled with an
interest and are irrevocable until this Agreement is terminated and the
Charges created by this Agreement over the Pledged Collateral of such Pledgor
are released. Nothing in this Section affects the right of the Administrative
Agent as secured party, or any other person on behalf of the Administrative
Agent, to sign and file or


                                     -10-


<PAGE>


deliver (as applicable) all such financing statements, financing change
statements, notices, verification statements and other documents relating to
the Pledged Collateral of any Pledgor and this Agreement as the Administrative
Agent or such other person considers appropriate.

13.  Performance by Administrative Agent of Pledgor's Obligations. If any
Pledgor fails to perform or comply with any of the obligations of such Pledgor
under this Agreement, the Administrative Agent may, but need not, perform or
otherwise cause the performance or compliance of such obligation, provided
that such performance or compliance will not constitute a waiver, remedy or
satisfaction of such failure. The expenses of the Administrative Agent
incurred in connection with any such performance or compliance will be payable
by such Pledgor to the Administrative Agent immediately on demand, and until
paid, any such expenses will form part of the obligations of such Pledgor and
will be secured by the Charges created by this Agreement over the Pledged
Collateral of such Pledgor.

14.  Interest. If any amount payable by a Pledgor to the Administrative
Agent or any Lender under this Agreement is not paid when due, such Pledgor
will pay to the Administrative Agent or such Lender, as the case may be,
immediately on demand, interest on such amount from the date due until paid,
at a nominal rate per annum equal at all times to the Prime Rate in effect
from time to time plus 5% if such amount is payable in Cdn. Dollars, or to the
U.S. Base Rate in effect from time to time plus 5% if such amount is payable
in U.S. Dollars, which rate per annum will change automatically without notice
to such Pledgor as and when the Prime Rate or the U.S. Base Rate, as the case
may be, changes. All amounts payable by any Pledgor to the Administrative
Agent or any other Lender under this Agreement, and all interest on all such
amounts, will form part of the obligations of such Pledgor and will be secured
by the Charges created by this Agreement over the Pledged Collateral of such
Pledgor.

15.  Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction or against any Pledgor will, as to that
jurisdiction and such Pledgor, be ineffective to the extent of such
prohibition or unenforceability and will be severed from the balance of this
Agreement, all without affecting the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any other
jurisdiction or against any other Pledgor.


                                     -11-


<PAGE>


16.  Rights of Administrative Agent, Etc. Neither the Administrative
Agent, nor any Lender, nor any Receiver or any agent of any of the foregoing
(including, in Alberta or British Columbia, any sheriff) (i) will be liable to
any Pledgor or any other person for any failure or delay in exercising any of
its rights under this Agreement (including any failure to take possession of,
sell or otherwise dispose of any Pledged Collateral of such Pledgor, or to
preserve rights against prior parties); is required to take, or will have any
liability for any failure to take or delay in taking, any steps necessary or
advisable to preserve rights against other persons under any Pledged
Collateral of any Pledgor in its possession; or (iii) will be liable for any,
and each Pledgor will bear the full risk of all, loss or damage to any and all
of the Pledged Collateral of such Pledgor (including any Pledged Collateral of
such Pledgor in the possession of any such person) caused for any reason other
than the gross negligence or wilful misconduct of such person.

17.  Dealings by Administrative Agent. The Administrative Agent will not
be obliged to exhaust its recourse against any Pledgor or any other person or
against any other security it may hold in respect of the Obligations of any
Pledgor before realizing upon or otherwise dealing with the Pledged Collateral
of such Pledgor in such manner as the Administrative Agent may consider
desirable. The Administrative Agent and the Lenders may grant extensions of
time and other indulgences, take and give up security, accept compositions,
grant releases and discharges and otherwise deal with each Pledgor and any
other person, and with any or all of the Pledged Collateral of each Pledgor,
and with other security and sureties, as the Administrative Agent and the
Lenders may see fit, all without prejudice to the Obligations of any Pledgor
or to the rights and remedies of the Administrative Agent under this
Agreement. The powers conferred on the Administrative Agent under this
Agreement are solely to protect the interests of the Administrative Agent and
the Lenders in the Pledged Collateral of each of the Pledgors and will not
impose any duty upon the Administrative Agent to exercise any such powers.

18.  Communication. All notices and other communications given under or
with respect to this Agreement will be in writing and may be sent by
facsimile, mailed or delivered to the Administrative Agent at Canadian
Imperial Bank of Commerce, Media & Telecommunications, BCE Place, 8th Floor,
161 Bay Street, Toronto, Ontario, M5J 2S8, facsimile (416) 956-3816, attention
Managing Director, or to any Pledgor care of Hollinger Inc. at 10 Toronto
Street, Toronto, Ontario, M5C 2B7, facsimile (416)


                                     -12-


<PAGE>


364-2088, attention General Counsel, or, as to any such person, at such other
address or facsimile number as may be designated by such person in a notice to
the others given as required hereby. Except as otherwise provided in this
Agreement, all such communications will be deemed to have been duly given when
(a) transmitted by facsimile or delivered if transmitted or delivered prior to
4:00 p.m. (local time) on a Business Day and otherwise on the Business Day
following transmission or delivery, or (b) in the case of a mailed notice,
upon receipt, in each case given or addressed as aforesaid.

19.  Release of Information. Each of the Pledgors authorizes the
Administrative Agent to provide a copy of this Agreement and such other
information as may be requested of the Administrative Agent by any Lender and
by any other persons entitled thereto pursuant to any applicable law or court
order, and otherwise with the consent of such Pledgor.

20.  Waivers and Indemnity. To the extent permitted by applicable law,
each of the Pledgors unconditionally and irrevocably waives (i) all claims,
damages and demands it may acquire against the Administrative Agent or any
Lender arising out of the exercise by the Administrative Agent or any Receiver
of any rights or remedies under this Agreement or at law, and (ii) all of the
rights, benefits and protections given by any present or future statute that
imposes limitations on the rights, powers or remedies of a secured party or on
the methods of, or procedures for, realization of security, including any
"seize or sue" or "anti-deficiency" statute or any similar provision of any
other statute. The Administrative Agent and the Lenders will not, by any act
or delay, be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or in any breach of any of the terms and conditions
hereof. Neither the taking of any judgment nor the exercise of any power of
seizure or sale will extinguish the liability of any Pledgor to pay the
obligations of such Pledgor, nor will the same operate as a merger of any
covenant contained in this Agreement or of any other liability, nor will the
acceptance of any payment or other security constitute or create any novation.
Each of the Pledgors severally (and not jointly or jointly and severally)
agrees to indemnify the Administrative Agent and the Lenders from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever (except by reason of the gross negligence or wilful misconduct of
such person) which may be imposed on, incurred by, or asserted against the
Administrative Agent or any Lender and arising by reason of any action
(including any action referred to in this Agreement) or


                                     -13-


<PAGE>


inaction or omission to do any act legally required by such Pledgor. These
indemnifications will survive the satisfaction, release or extinguishment of
the obligations of each Pledgor and the Charges created by this Agreement.

21.  Addition of Pledgors. Additional persons may from time to time after
the date of this Agreement become Pledgors under this Agreement by executing
and delivering to the Administrative Agent a supplemental agreement (a
"Supplement")to this Agreement in substantially the form attached as Schedule
B to this Agreement. Effective from and after the date of the execution and
delivery by any person to the Administrative Agent of a Supplement such person
shall be, and shall be deemed for all purposes to be, a Pledgor under this
Agreement with the same force and effect, and subject to the same agreements,
representations, indemnities, liabilities, obligations and Charges, as if such
person had been an original signatory to this Agreement as a Pledgor. The
execution and delivery of a Supplement by any additional person shall not
require the consent of any Pledgor and all of the obligations of each Pledgor
under this Agreement, and all Charges granted by each Pledgor under the
Agreement, shall remain in full force and effect notwithstanding the addition
of any new Pledgor to this Agreement.

22.  Amalgamation. If any Pledgor is a corporation, such Pledgor
acknowledges that if it amalgamates or merges with any other corporation or
corporations, then (i) the term "Pledgor", where used in this Agreement, will
extend to and include the continuing corporation from such amalgamation or
merger, (ii) the term "Obligations", where used in this Agreement in
connection with such Pledgor, will extend to and include the obligations of
each of the amalgamating or merging corporations at the time of such
amalgamation or merger and the Obligations of the continuing corporation from
such amalgamation or merger arising thereafter, and (iii) the Pledged
Collateral of such Pledgor and the Charges created by this Agreement over the
Pledged Collateral of such Pledgor will extend to and include all of the
Pledged Collateral of each of the amalgamating or merging corporations at the
time of such amalgamation or merger and to any and all Pledged Collateral of
the continuing corporation from such amalgamation or merger thereafter owned
or acquired.

23.  Release of Pledgor. Promptly following any release of any Pledgor
from all of its Obligations, the Administrative Agent, without affecting in
any manner whatsoever any of the Obligations of any other Pledgor or any of
the Charges created by this Agreement over the Pledged Collateral of any other
Pledgor, will release such Pledgor and the Pledged Collateral of such Pledgor


                                     -14-


<PAGE>


then subject to the Charges created by this Agreement from this Agreement and
from the Charges created by this Agreement. Upon such release, and at the
request and expense of such Pledgor, the Administrative Agent shall execute
and deliver such releases, discharges, instruments and resolutions as such
Pledgor may reasonably request.

24.  Additional Security. This Agreement is in addition to, and not in
substitution of, any and all other security documents previously or
concurrently delivered by any Pledgor to the Administrative Agent or to any
Lender, all of which other security documents shall remain in full force and
effect.

25.  Several Agreement; Alteration or Waiver. No provision of this
Agreement may be changed, waived, discharged or terminated except with the
written consent of each Pledgor directly affected thereby and the written
consent of the Administrative Agent. This Agreement shall be construed as a
separate agreement with respect to each Pledgor and, subject to the first
sentence of this Section, may be amended, modified, supplemented, waived or
released with respect to any Pledgor, or any representations, agreements,
covenants, indemnities, liabilities, obligations or Pledged Collateral of, or
any Charge from, any Pledgor, without the approval of any other Pledgor and
without affecting the liabilities or obligations of any other Pledgor under
this Agreement. Any waiver will be effective only in the specific instance,
and only for the specific purpose, in respect of which the waiver is given. No
failure by the Administrative Agent or any Lender to exercise, and no delay in
exercising, any right under this Agreement will operate as a waiver of any
right, nor will any single or partial exercise of any right under this
Agreement against any Pledgor preclude any other or further exercise of such
right against such Pledgor, the exercise of such right against any other
Pledgor or the exercise of any other right against such Pledgor or against any
other Pledgor.

26.  Governing Law; Attornment. This Agreement is a contract made under,
and will for all purposes be governed by and interpreted and enforced
according to, the laws of the Province of Ontario (including the laws of
Canada applicable in such Province), excluding any conflict of laws rule or
principle that might refer these matters to the laws of another jurisdiction,
and without prejudice to or limitation of any other rights or remedies
available to the Administrative Agent and the Lenders under the laws of any
other jurisdiction. Each of the Pledgors irrevocably submits to the
jurisdiction of the courts of the Province of Ontario and to the Supreme Court
of Canada without prejudice to the right of the Administrative Agent to
commence an


                                     -15-


<PAGE>


action against such Pledgor in any other jurisdiction. Each of the Pledgors
(other than Hollinger Inc.) agrees that service of all writs, processes,
statements, correspondence and summonses in any suit, action or proceeding
brought against such Pledgor under or in respect of this Agreement in the
Province of Ontario may be made upon such Pledgor at such Pledgor's address
for notices as provided for in Section 18 of this Agreement, and each of the
Pledgors irrevocably appoints Hollinger Inc. as such Pledgor's true and lawful
attorney-in-fact in such Pledgor's name, place and stead to accept such
service of any and all writs, processes, statements, correspondence and
summonses, and agrees that the failure of Hollinger Inc. to give any notice
thereof to such Pledgor shall not impair or affect the validity of such
service or of any judgment based thereon. Each of the Pledgors further
irrevocably consents to the service of any writs, processes, statements,
correspondence and summonses in any suit, action or proceeding in such courts
by the mailing thereof by registered or certified mail, postage prepaid to
such Pledgor at such Pledgor's address for notice as provided for in Section
18 of this Agreement. Nothing in this Section shall be deemed to in any way
limit the ability of the Administrative Agent or any Lender to serve any such
writs, processes, statements, correspondence or summonses in any other manner
permitted by applicable law or to obtain jurisdiction over any Pledgor in such
other jurisdictions, and in such manner, as may be permitted by applicable
law. Each of the Pledgors irrevocably waives any objection which it may now or
in the future have based on lack of personal jurisdiction over such Pledgor or
which it may have to the laying of venue of any such suit, action or
proceeding brought in the courts of the Province of Ontario or the Supreme
Court of Canada and further irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an improper
venue or in an inconvenient forum.

27.  Waiver of Jury Trial. Because disputes arising in connection with
complex financial transactions are most quickly and economically resolved by
an experienced and expert person and the Pledgors, the Administrative Agent
and the Lenders wish applicable laws to apply (rather than arbitration rules),
the parties desire that their disputes be resolved by a judge applying such
applicable laws. Therefore, to achieve the best combination of the benefits of
the judicial system and of arbitration, the Pledgors, the Administrative Agent
and the Lenders waive all right to trial by jury in any action, suit, or
proceeding brought to resolve any dispute, whether in contract, tort, or
otherwise, between any Pledgor and the Administrative Agent and the Lenders
arising out of, connected with, related to,


                                     -16-


<PAGE>


or incidental to the relationship established between them in connection with
this Agreement.

28.  Delivery and Completeness of Agreement. Upon this Agreement (or a
Supplement as provided for in Section 21 hereof), bearing the signature of a
person claiming to have authority to bind a Pledgor, coming into the
possession of the Administrative Agent, and irrespective of whether this
Agreement (or any such Supplement) has been executed by any other Pledgor,
this Agreement (and such Supplement) will be deemed to be finally and
irrevocably executed and delivered by, and be effective and binding on, and
enforceable against, such Pledgor free from any promise or condition affecting
or limiting the liabilities or obligations of such Pledgor under or in respect
of this Agreement. No statement, representation, agreement or promise by any
officer, employee or agent of the Administrative Agent or any Lender, unless
expressly set forth in this Agreement, forms any part of this Agreement or has
induced the making of this Agreement by any Pledgor or in any way affects any
of the liabilities or obligations of any Pledgor under this Agreement. This
Agreement constitutes the entire agreement between the Administrative Agent
and the Lenders and each of the Pledgors with respect to the subject matter of
this Agreement and cancels and supersedes any prior understandings and
agreements between the Administrative Agent and the Lenders and each such
Pledgor with respect to this Agreement (without affecting any other security
previously delivered by any Pledgor to the Administrative Agent and the
Lenders).

29.  Interpretation. Unless otherwise expressly provided in this
Agreement, if any matter in this Agreement is subject to the consent or
approval of the Administrative Agent or is to be acceptable to the
Administrative Agent, such consent, approval or determination of acceptability
will be in the sole discretion of the Administrative Agent. If any provision
in this Agreement refers to any action taken or to be taken by any Pledgor, or
which such Pledgor is prohibited from taking, such provision will be
interpreted to include any and all means, direct or indirect, of taking, or
not taking, such action.

30.  Successors and Assigns. This Agreement will enure to the benefit of,
and be binding on, each of the Pledgors and their successors, and will enure
to the benefit of, and be binding on, the Administrative Agent and the other
Administrative Agent and the Lenders and their respective successors and
assigns. No Pledgor may assign this Agreement, or any of its rights or
obligations under this Agreement, without the prior written consent of the
Administrative Agent.


                                     -17-


<PAGE>


31.  Acknowledgment of Receipt/Waiver. Each of the Pledgors acknowledges
receipt of an executed copy of this Agreement and, to the extent permitted by
applicable law, waives the right to receive a copy of any financing statement,
financing change statement or verification statement registered or issued in
connection with this Agreement.

32.  Counterparts and Facsimile. This Agreement may be executed in
counterparts. Each executed counterpart shall be deemed to be an original and
all counterparts taken together shall constitute one and the same Agreement.
Delivery of an executed signature page to this Agreement by any Pledgor by
facsimile transmission shall be as effective as delivery of a manually
executed copy of this Agreement by such Pledgor.

33.  Language. The parties to this Agreement expressly request and require
that this Agreement, all other Credit Documents, and all related documents be
drafted in English. Les parties aux presentes conviennent et exigent que cette
Convention et tous les documents qui s'y rattachent soient rediges en Anglais.

IN WITNESS OF WHICH each of the undersigned has executed this Agreement as of
the date shown on the first page of this Agreement.

                                 CANADIAN IMPERIAL BANK OF COMMERCE,
                                 as Administrative Agent

                                 by: ____________________________________
                                     name: Cindy Greenough
                                     title: Executive Director

                                 by: ____________________________________
                                     name:
                                     title:

                                 HOLLINGER INC.

                                 by: ____________________________________
                                     name:  John Arthur Boultbee
                                     title: Executive Vice-
                                            President and Chief
                                            Financial Officer


                                     -18-


<PAGE>


                                 504468 N.B. INC.

                                 by: ___________________________________
                                     name: John Arthur Boultbee
                                     title: President


                                     -19-


<PAGE>


                                  SCHEDULE B

                      SUPPLEMENT TO AMENDED AND RESTATED
                      MASTER SECURITIES PLEDGE AGREEMENT

This is a Supplement made as of to __________________________________ the
amended and restated securities pledge agreement made as of June 7, 1999 by
certain persons to Canadian Imperial Bank of Commerce, as Administrative Agent
(the "Pledge Agreement"). The ---------------- provisions of the Pledge
Agreement shall apply, mutatis mutandis, to this Supplement. Capitalized terms
used but not otherwise defined in this Supplement have the meanings specified
in the Pledge Agreement.

For valuable consideration, each of the undersigned (each a "New Pledgor")
severally (and not jointly, or jointly and severally) agrees with the
Administrative Agent, for the benefit of the Administrative Agent and the
Lenders, as follows:

1.   Each New Pledgor acknowledges that it has received and reviewed a copy
of the Pledge Agreement and the Credit Documents in existence on the date of
this Supplement, and confirms that it is executing and delivering this
Supplement to the Administrative Agent, for the benefit of the Administrative
Agent and the Lenders, pursuant to Section 21 of the Pledge Agreement.

2.   Effective from and after the date this Supplement is executed and
delivered to the Administrative Agent by any New Pledgor (and irrespective of
whether this Supplement has been executed and delivered by any other person),
such New Pledgor is, and shall be deemed for all purposes to be, a Pledgor
under the Pledge Agreement with the same force and effect, and subject to the
same agreements, representations, guarantees, indemnities, liabilities and
obligations, as if such New Pledgor was, effective as of the date of this
Supplement, an original signatory to the Pledge Agreement as a Pledgor. In
furtherance of the foregoing, each New Pledgor severally (and not jointly, or
jointly and severally) as security for the payment and performance of the
Obligations of such New Pledgor (including any obligations that would become
due but for any automatic stay under the provisions of the Bankruptcy and
insolvency Act (Canada), the United States Bankruptcy Code or any analogous
provisions of any other applicable law in Canada, the United States of America
or any other jurisdiction) hereby assigns and pledges to the Administrative
Agent, for the benefit of the Administrative Agent and the Lenders, and grants
to the Administrative Agent, for the benefit of the Administrative Agent and
the Lenders, a continuing security interest in, the Pledged Collateral of such
New Pledgor.

3.   Upon this Supplement bearing the signature of any of person claiming
to have authority to bind a New Pledgor coming into the hands of the
Administrative Agent, and irrespective of whether this Supplement or the
Pledge Agreement has been executed



<PAGE>


by any other person, this Supplement will be deemed to be finally and
irrevocably executed and delivered by, and be effective and binding on, and
enforceable against, such New Pledgor free from any promise or condition
affecting or limiting the obligations of such New Pledgor and such New Pledgor
shall be, and shall be deemed for all purposes to be, a Pledgor under the
Pledge Agreement. No statement, representation, agreement or promise by any
officer, employee or agent of the Administrative Agent or any Lender forms any
part of this Supplement or the Pledge Agreement or has induced the making of
this Supplement or the Pledge Agreement by any New Pledgor or in any way
affects any of the obligations of any New Pledgor.

IN WITNESS OF WHICH this Supplement has been duly executed and delivered by
each New Pledgor as of the date indicated on the first page of this
Supplement.

                                 [signatures of one or more New
                                  Pledgors]



                                      A-2





                                                            As of June 7, 1999



Canadian Imperial Bank of Commerce, as Administrative Agent
Media & Telecommunications Group
BCE Place, 8th Floor,
161 Bay Street
Toronto, Ontario
M5J 2S8


Dear Sirs:


                        Registration Rights Undertaking

          Pursuant to the terms of the Amended and Restated Credit Agreement
made as of June 7, 1999, among Hollinger Inc., 504468 N.B. Inc. and Sugra
Limited (each a "Borrower", and collectively the Borrowers) and each financial
institution which is a signatory thereto (each a "Lender", and collectively
the "Lenders", which term shall also include every other financial institution
which may from time to time become a party thereto), Canadian Imperial Bank of
Commerce, as Lead Arranger and Administrative Agent for the Lenders, The Bank
of Nova Scotia, as Syndication Agent, and The Toronto-Dominion Bank, as
Documentation Agent (the "Credit Agreement"), Hollinger Inc. and 504468 N.B.
Inc. pledged certain shares of Class A Common Stock, Class B Common Stock and
Series C Preferred Shares of Hollinger International Inc. ("HII"), for the
benefit of the Administrative Agent and the Lenders, as a continuing security
for the present and future obligations of the Borrowers to the Administrative
Agent and the Lenders under the Credit Documents (as defined in the Credit
Agreement).

          A registration statement, including a prospectus, on Form S-3 (No.
333- 04697) was filed under the Securities Act of 1933, as amended (the
"Securities Act") with the Securities and Exchange Commission on May 29, 1996
and amended by Amendment No. 1 thereto filed on November 29, 1996 (the "Common
Shares Registration Statement") that relates to an aggregate of 48,600,754
shares (the "Common Shares") of Class A Common Stock of HII. The Common Shares
Registration Statement was declared effective by the Securities and Exchange
Commission on December 9, 1996. The Common Shares consist of 33,610,754
outstanding shares of Class A Common Stock (the "Outstanding Shares") and
14,990,000 other shares of Class A Common Stock (the "Conversion Shares", into
which all of the outstanding shares of Class B Common Stock of HII may be
converted in certain circumstances). No registration statement has been filed
as of the date hereof in respect of the shares of Class A Common Stock of HII
into which the pledged Series C Preferred Shares of HII may be converted in
certain circumstances (the "New Conversion Shares").

          No offers or sales of the Common Shares may be made by the
Administrative Agent pursuant to the Common Shares Registration Statement, and
the prospectus included therein, unless appropriate post-effective amendments
or supplements are made to reflect facts or events arising after the effective
date of the


<PAGE>


Common Shares Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Common Shares
Registration Statement and to include any material information with respect to
the plan of distribution not previously disclosed in the Common Shares
Registration Statement or any material change to such information in the
Common Shares Registration Statement.

          No offers or sales of the New Conversion Shares may be made by the
Administrative Agent pursuant to the Series C Registration Statement (as
defined and provided for below), and the prospectus included therein, unless
appropriate post-effective amendments or supplements are made to reflect facts
or events arising after the effective date of the Series C Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Series C Registration Statement and to include
any material information with respect to the plan of distribution not
previously disclosed in the Series C Registration Statement or any material
change to such information in the Series C Registration Statement.

          This is to confirm our undertaking and agreement that if (i)
Hollinger Inc. or 504468 N.B. Inc. is in default of its obligations under the
Credit Documents, and (ii) the Administrative Agent has or intends to exercise
its rights under the Credit Documents, upon written request from the
Administrative Agent, the undersigned shall expeditiously (subject to
compliance by the Administrative Agent with information requirements noted
below) take all further steps necessary, including filing the necessary
amendments or supplements to the Common Shares Registration Statement, and the
prospectus included therein, to permit the sale of such Common Shares as are
pledged under the Credit Documents from time to time pursuant to the
prospectus included in the Common Shares Registration Statement, as amended.
HII may require the Administrative Agent to furnish HII with such information
regarding each Lender and the distribution of the Common Shares as HII may
from time to time reasonably request in writing.

          This is to confirm our undertaking and agreement that a registration
statement, including a prospectus, or an amendment to the Common Shares
Registration Statement (in either case, the "Series C Registration
Statement"), with respect to all of the pledged New Conversion Shares, shall
be filed under the Securities Act, forthwith upon request by the
Administrative Agent. This is to confirm our further undertaking and agreement
that if (i) Hollinger Inc. or 504468 N.B. Inc. is in default of its
obligations under the Credit Documents, and (ii) the Administrative Agent has
or intends to exercise its rights under the Credit Documents, upon written
request from the Administrative Agent, the undersigned shall expeditiously
(subject to compliance by the Administrative Agent with the information
requirement noted below) take all further steps necessary,


                                     - 2 -


<PAGE>


including filing the necessary amendments or supplements to the Series C
Registration Statement and the prospectus included therein, to permit the sale
of all of the New Conversion Shares pledged under the Credit Documents
pursuant to the prospectus included in such registration statement. HII may
require the Administrative Agent to furnish HII with such information
regarding each Lender and the distribution of the Series C Preferred Shares
and the New Conversion Shares as HII may from time to time reasonably request
in writing.

          The Administrative Agent agrees that, upon receipt of any notice
from HII of the happening of any event as a result of which the prospectus
included in the Common Shares Registration Statement or the Series C
Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, in the
light of the circumstances under which they were made, the Lenders will
forthwith discontinue their disposition of the Common Shares and the New
Conversion Shares, as the case may be, until they receive the copies of the
amended or supplemented Common Shares Registration Statement or Series C
Registration Statement (or the prospectus included therein), as the case may
be, contemplated by the preceding sentence of this letter agreement (which the
undersigned shall file as contemplated by the preceding sentence of this
Agreement).

          Hollinger Inc. and HII will pay all reasonable expenses incurred by
the Lenders in connection with the sale of the Common Shares and the New
Conversion Shares, including underwriting discounts or commission and
reasonable fees and disbursements of counsel to the Lenders.

          This Agreement shall be construed and interpreted in accordance with
the laws of the Province of Ontario.

          This Agreement may be executed in any number of counterparts and all
of such counterparts taken together shall be deemed to constitute one and the
same instrument and shall become effective on the date when each of the
parties hereto shall have signed a copy hereof (whether the same or different
copies) and shall have delivered the same to the Administrative Agent.


                                     - 3 -


<PAGE>


          This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their respective successors and permitted assigns.

                                     Yours very truly,

                                     HOLLINGER INC.


                                     By:      /s/ John Arthur Boultbee
                                              ----------------------------------
                                     Name:    John Arthur Boultbee
                                     Title:   Executive Vice-President and Chief
                                              Financial Officer


                                     HOLLINGER INTERNATIONAL INC.

                                     By:      /s/ John Arthur Boultbee
                                              ----------------------------------
                                     Name:    John Arthur Boultbee
                                     Title:   Executive Vice-President and Chief
                                              Financial Officer


                                     504468 N.B. INC.

                                     By:      /s/ John Arthur Boultbee
                                              ----------------------------------
                                     Name:     John Arthur Boultbee
                                     Title:    President



Acknowledged and agreed to as of June 7, 1999

Canadian Imperial Bank of Commerce,
As Administrative Agent

By:    /s/ Cindy Greenough
       -------------------
Name:  Cindy Greenough
Title: Executive Director


                                     - 4 -




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