Deutsche Bank Trust Company Americas and Thomson Corporation - s. 46(4) of the OBCA

Headnote

Order pursuant to subsection 46(4) of the Business Corporations Act (Ontario) (the OBCA) -- trust indentures governed by the United States Trust Indenture Act of 1939, as amended, exempted from the requirements of Part V of the OBCA with respect to cross-border offerings.

No relief from Part V for offerings made only in Canada.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B-16, as am., ss. 46(2), 46(4), Part V.

Securities Act, R.S.O. 1990, c. S.5, as am.

Securities Act of 1933, Act of May 27, 1933, 48 Stat, 74, 15 U.S. Code, Secs. 77a-77aa, as am.

Trust Indenture Act of 1939, Act of August 3, 1939, 53 Stat, 1149, 15 U.S. Code, Secs. 77aaa- 77bbb, as am.

September 16, 2005

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, C. B-16, AS AMENDED (THE "OBCA")

AND

IN THE MATTER OF

DEUTSCHE BANK TRUST COMPANY AMERICAS

AND THE THOMSON CORPORATION

ORDER

(Subsection 46(4) OBCA)

UPON the application of Deutsche Bank Trust Company Americas (the "Applicant") to the Ontario Securities Commission (the "Commission") for a ruling pursuant to subsection 46(4) of the OBCA exempting a trust indenture of The Thomson Corporation (the "Issuer") from the provisions of Part V of the OBCA;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON it being represented by the Applicant to the Commission that:

1. the Applicant is a banking corporation organized under the laws of New York and is neither resident nor authorized to do business in Ontario;

2. the Issuer is a corporation incorporated under the OBCA and is a reporting issuer under the Securities Act (Ontario), as amended (the "Securities Act"), and not in default of any requirements of the Securities Act or the regulation promulgated thereunder;

3. the Issuer has filed a shelf registration statement on Form F-9 in respect of a preliminary short form base shelf prospectus dated September 1, 2005 (the "Registration Statement") with the United States Securities and Exchange Commission pursuant to the United States Securities Act of 1933, as amended;

4. the Issuer has filed a preliminary short form base shelf prospectus dated September 1, 2005 (the "Preliminary Canadian Base Shelf Prospectus") and, after it has received any comments with respect to the Preliminary Canadian Base Shelf Prospectus, will file a final short form base shelf prospectus (the "Canadian Base Shelf Prospectus"), in each case with the securities regulatory authorities in each of the provinces of Canada in accordance with National Instrument 44-101 -- Short Form Prospectus Distributions and the shelf procedures set forth in National Instrument 44-102 -- Shelf Distributions;

5. the Issuer may offer unsecured debt securities in aggregate principal amount of up to US$2 billion (the "Debt Securities") for sale to the public from time to time (a) in the United States, under the Registration Statement and one or more related shelf prospectus supplements (together with the Registration Statement, each a "U.S. Prospectus Supplement") following the effectiveness of such Registration Statement, and (b) in Canada, under the Canadian Base Shelf Prospectus and one or more related shelf prospectus supplements (together with the Canadian Base Shelf Prospectus, each a "Canadian Prospectus Supplement") following the Issuer's receipt of a Mutual Reliance Review System decision document for the final Canadian Base Shelf Prospectus;

6. unless otherwise specified in a U.S. Prospectus Supplement or a Canadian Prospectus Supplement, the Debt Securities will be issued under a trust indenture dated as of November 20, 2001, as amended and supplemented from time to time (the "Indenture"), between the Issuer and Computershare Trust Company of Canada ("Computershare"), as trustee;

7. the Issuer does not anticipate that the Debt Securities will be listed on any stock exchange in Canada or the United States.

8. as a result of the filing of the Canadian Base Shelf Prospectus with the securities regulatory authorities in each of the provinces of Canada, Part V of the OBCA will apply to the Indenture by virtue of subsection 46(2) of the OBCA;

9. the Issuer has advised the Applicant that, upon receipt of this Order, it plans to appoint the Applicant (together with Computershare, the "Trustees") as an additional trustee under the Indenture to act as trustee for such series of Debt Securities for which it may be designated to act as trustee by the Issuer from time to time, other than such series of Debt Securities which are offered solely in Canada pursuant to a Canadian Prospectus Supplement and not concurrently in the United States pursuant to a U.S. Prospectus Supplement;

10. pursuant to subsection 46(2) of the OBCA, Part V of the OBCA is applicable to a trust indenture if, in respect of any debt obligations outstanding or to be issued thereunder, a prospectus has been filed under the Securities Act;

11. as the Applicant is neither resident nor authorized to do business in Ontario, the Applicant has requested this Order in order to act as a trustee under the Indenture;

12. the Indenture is governed by the laws of the State of New York. Upon receipt of this Order, the Indenture will be amended to provide that, other than under any supplemental trust indentures to the Indenture under which Debt Securities are offered solely in Canada pursuant to a Canadian Prospectus Supplement and not concurrently in the United States pursuant to a U.S. Prospectus Supplement, (a) the Trustees will satisfy the requirements of sections 310(a)(1), 310(a)(2) and 310(b) of the United States Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and (b) the Indenture will be subject to the requirements of the Trust Indenture Act;

13. because the Trust Indenture Act regulates the issue of debt securities under trust indentures in the United States in a manner that is consistent with Part V of the OBCA, holders of Debt Securities in Ontario will not, subject to paragraph 13, derive any additional material benefit from having the Indenture be subject to Part V of the OBCA;

14. the Applicant has undertaken to file with the Commission a Submission to Jurisdiction and Appointment of Agent for Service of Process;

15. the Issuer has advised the Applicant that any Canadian Prospectus Supplement under which Debt Securities are offered will disclose the existence of this Order and any material risks associated with the purchase of Debt Securities under the Indenture by a holder in Ontario, as a result of the absence of a local trustee appointed under the Indenture;

AND UPON the Commission being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to subsection 46(4) of the OBCA, that, other than under any supplemental trust indentures to the Indenture under which Debt Securities are offered solely in Canada pursuant to a Canadian Prospectus Supplement and not concurrently in the United States pursuant to a U.S. Prospectus Supplement, the Indenture is exempt from Part V of the OBCA, provided that the Indenture is governed by and subject to the Trust Indenture Act.

"Paul Moore"

"Suresh Thakrar"