Proceedings

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IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF CONRAD M. BLACK AND JOHN A. BOULTBEE

AMENDED CONFIDENTIAL ORDER
(Section 17 of the Securities Act)


WHEREAS an application (the “Application”) has been made by Conrad M. Black and John A. Boultbee (the “Applicants”), for an order pursuant to subsection 17(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”), authorizing the Applicants to use and disclose testimonial and documentary evidence of persons identified as A, B, C, D, E, F, G, H, I and J (the “Respondents”) that was obtained by Staff of the Ontario Securities Commission (“Staff”) under an order of the Ontario Securities Commission (the “Commission”) made pursuant to section 11 of the Act, in order to provide the Applicants with the ability to make full answer and defence to criminal charges against them in the United States District Court for the Northern District of Illinois, Eastern Division proceeding entitled United States of America v. Conrad M. Black, John A. Boultbee, Peter Y. Atkinson, Mark S. Kipnis and The Ravelston Corporation Limited, No. 05 CR 727 (the “U.S. Criminal Proceeding”);

AND WHEREAS the Applicants are the subject of a Commission proceeding in Ontario, entitled In the Matter of Hollinger, Inc. et al. (the “Commission Proceeding”), commenced by a Notice of Hearing issued on March 18, 2005, by the Commission pursuant to sections 127 and 127.1 of the Act, and accompanied by a Statement of Allegations issued by Staff with respect to Hollinger Inc. (“Hollinger”), Conrad M. Black (“Black”), F. David Radler (“Radler”), John A. Boultbee (“Boultbee”) and Peter Y. Atkinson (“Atkinson”);

AND WHEREAS the specific materials that are the subject of the Application are transcripts of examinations conducted under section 13 of the Act, documents that were the subject of the examinations, and documents produced at these examinations (the “Evidence”);

AND WHEREAS the Applicants provided a draft order with their Application, which outlines conditions for the use and disclosure of the Evidence in order to attempt to minimize the harm to the Respondents;

AND WHEREAS the respondent H, Ravelston Corporation Limited (“Ravelston”) did not appear at the hearing;

AND WHEREAS by letter dated January 9, 2007, Ravelston, through counsel for RSM Richter Inc. in its capacity as receiver and manager, interim receiver and monitor of Ravelston, stated that it had no objection to the order sought by the Applicants in respect of the documents produced by, and on behalf of Ravelston, to the Commission and provided by Staff to the Applicants in connection with the Commission Proceeding (the “Ravelston Documents”);

AND WHEREAS the Commission heard the Application at a hearing held in camera on January 10 and 11, 2007;

AND UPON CONSIDERING the written and oral submissions of the Applicants, the written and oral submissions of the respondents (except for Ravelston), the written and oral submissions of Staff, and the letter dated January 9, 2007, from Ravelston, through counsel for RSM Richter Inc.;

AND WHEREAS in our Confidential Reasons and Decision dated February 7, 2007, we determined that it would be in the public interest to grant the Applicants’ request for use and disclosure of the Ravelston Documents for the purposes of the Applicants’ full answer and defence in the U.S. Criminal Proceeding;

AND WHEREAS we made a Confidential Order under paragraph 17(1)(b) of the Act on February 13, 2007;

AND WHEREAS counsel for the Applicants filed a letter on February 14, 2007 requesting that some amendments be made to the Confidential Order dated February 13, 2007;

AND WHEREAS Ravelston filed a letter on February 22, 2007, confirming that it had no objection to the Applicants’ requested amendments, and a letter on March 1, 2007, setting out possible concerns in respect of the scope of the relief granted in the Confidential Order under paragraph 17(1)(b) of the Act on February 13, 2007;

AND WHEREAS counsel for the Applicants filed a letter on March 2, 2007, in response to the letter filed by Ravelston on March 1, 2007;

AND UPON having considered these letters;

AND UPON being satisfied that the requested amendments are appropriate in the circumstances;

IT IS ORDERED THAT, pursuant to paragraph 17(1)(b) of the Act:
1. The Applicants or their counsel may make disclosure of and use the Ravelston Documents solely for purposes relating to their defence of the charges in the U.S. Criminal Proceeding and for no other purpose and in connection with no other proceeding.

2. Disclosure and use of the Ravelston Documents will be on the basis that:
(a) the Applicants and their counsel will not use the Ravelston Documents other than in connection with their making full answer and defence to the charges against them in the U.S. Criminal Proceeding;

(b) any use of the Ravelston Documents other than in connection with their making full answer and defence to the charges against the Applicants in the U.S. Criminal Proceeding will constitute a violation of this Order;

(c) the Applicants and their counsel shall maintain custody and control over the Ravelston Documents so that copies of the Ravelston Documents are not disseminated for any purpose other than in connection with their making full answer and defence to the charges in the U.S. Criminal Proceeding;

(d) if any of the Ravelston Documents are disclosed in connection with the trial in the U.S. Criminal Proceeding, the Applicants and their counsel will take all steps reasonably available to obtain a protective order from the United States District Court that requires all parties to the U.S. Criminal Proceeding and others to comply with the conditions in this Order;

(e) the Ravelston Documents shall not be used for any collateral or ulterior purpose;

(f) the Applicants and their counsel shall, promptly after the completion of the trial and any appeals in the U.S. Criminal Proceeding, return all copies of the Ravelston Documents to Staff or confirm under oath that they have been destroyed; and

(g) defence counsel for the Applicants in the U.S. Criminal Proceeding shall provide an undertaking to the Commission that they will comply with the conditions specified in paragraph 2 of this Order.
3. For greater certainty,
(a) this Order shall not preclude disclosure or use of the Ravelston Documents by the Applicants or their counsel in connection with the Commission Proceeding; and

(b) paragraph 2(f) of this Order shall not apply prior to the completion of the Commission Proceeding and any appeals of the decision in the Commission Proceeding, except with respect to U.S. defence counsel who are not providing representation to the Applicants in connection with the Commission Proceeding.
DATED at Toronto this 5th day of March, 2007.



“Patrick J. LeSage”
Patrick J. LeSage
“Wendell S. Wigle, Q.C.”
Wendell S. Wigle, Q.C.


“Carol S. Perry”
Carol S. Perry




IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF HOLLINGER INC., CONRAD M. BLACK AND JOHN A. BOULTBEE

CONFIDENTIAL UNDERTAKING TO THE
ONTARIO SECURITIES COMMISSION



I,                            , represent John A. Boultbee who is a defendant in a U.S. criminal proceeding in the United States District Court for the Northern District of Illinois, Eastern Division entitled United States of America v. Conrad M. Black, John A. Boultbee, Peter Y. Atkinson, Mark S. Kipnis and The Ravelston Corporation Limited, No. 05 CR 727.

I hereby undertake to the Ontario Securities Commission that I shall comply with all of the conditions contained in the Order of the Commission dated March 5, 2007, a copy of which is attached hereto.



_____________________________                      _____________________________
Witness
Date:                                                                       Date:

Acknowledged as Received by,


_____________________________
John Stevenson, Secretary to the
Ontario Securities Commission




IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF HOLLINGER INC., CONRAD M. BLACK AND JOHN A. BOULTBEE

CONFIDENTIAL UNDERTAKING TO THE
ONTARIO SECURITIES COMMISSION



I,                            , represent Conrad M. Black who is a defendant in a U.S. criminal proceeding in the United States District Court for the Northern District of Illinois, Eastern Division entitled United States of America v. Conrad M. Black, John A. Boultbee, Peter Y. Atkinson, Mark S. Kipnis and The Ravelston Corporation Limited, No. 05 CR 727.

I hereby undertake to the Ontario Securities Commission that I shall comply with all of the conditions contained in the Order of the Commission dated March 5, 2007, a copy of which is attached hereto.



_____________________________                       _____________________________
Witness
Date:                                                                         Date:

Acknowledged as Received by,


_____________________________
John Stevenson, Secretary to the
Ontario Securities Commission