-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A6NFH713qVsLVZeKq9MeKwX01+M1nzFuL1kcQZzz0fEv9jNdF2Bih5qCIfqrdkl7 xEjfIZo29DC4hrq5vrAujQ== 0000950157-99-000632.txt : 19991122 0000950157-99-000632.hdr.sgml : 19991122 ACCESSION NUMBER: 0000950157-99-000632 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOLLINGER INTERNATIONAL INC CENTRAL INDEX KEY: 0000868512 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 953518892 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43563 FILM NUMBER: 99761193 BUSINESS ADDRESS: STREET 1: 401 N WABASH AVE STREET 2: STE 740 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3123212299 MAIL ADDRESS: STREET 1: 401 NORTH WABASH AVE STREET 2: SUITE 740 CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PUBLISHING COMPANY DATE OF NAME CHANGE: 19940204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOLLINGER INC CENTRAL INDEX KEY: 0000911707 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 135691211 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1827 WEST 5TH AVE STREET 2: VANCOUVER BRITISH COLUMBIA CITY: CANADA V6J 1P5 STATE: A1 BUSINESS PHONE: 4163638721 MAIL ADDRESS: STREET 1: 10 TORONTO ST STREET 2: TORONTO ONTARIO CITY: CANADA M5C 2B7 STATE: A6 SC 13D/A 1 AMENDMENT NO. 11 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. 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 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 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 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 (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 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 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 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 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 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 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 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 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 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 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 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 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 EX-22 2 EXHIBIT 22 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. "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- "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- 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- 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- 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- 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- (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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 504468 N.B. INC. by: ___________________________________ name: John Arthur Boultbee title: President -19- 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 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 EX-24 3 EXHIBIT 24 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 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 - 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 - 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 - -----END PRIVACY-ENHANCED MESSAGE-----