Hollinger Inc – ‘SC 13D/A’ on 11/19/99 re: Sun-Times Media Group Inc – EX-22

On:  Friday, 11/19/99   ·   Accession #:  950157-99-632   ·   File #:  5-43563

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 11                                      18     78K 
 2: EX-22       Published Report Regarding Matters Submitted to a     21     61K 
                          Vote of Security Holders                               
 3: EX-24       Power of Attorney                                      4     17K 

EX-22   —   Published Report Regarding Matters Submitted to a Vote of Security Holders

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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.                                                      

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"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.

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 "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                    

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 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                                                                    

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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                                      

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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                

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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.                                                                         

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 (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                                                 

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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                

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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                                                      

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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.                                      

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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)                              

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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                         

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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   

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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                                                                     

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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,                                     

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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.                                                           

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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

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  504468 N.B. INC.

                         by: ___________________________________
                    name: John Arthur Boultbee
          title: President

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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                                              

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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 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/19/99
		6/7/99		1		20			4
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