Former Hollinger director Richard Burt says he approved disputed "non-compete" payments to Conrad Black and other executives after being repeatedly told they were requested by a buyer of Hollinger International newspapers and failure to agree to them would have been a "deal breaker."

Had it been established at the time that the payments from CanWest Global Communications in 2000 were not required by the Winnipeg multimedia company, he might not have voted in favour of them, Burt testified Wednesday at Black's trial in Chicago on fraud and racketeering charges.

Burt said he voted in favour of the $3.2-billion deal because it would bring money into the company that could be used to pay down debt and benefit shareholders.

Black and two of his three co-defendants — Jack Boultbee and Peter Atkinson — are accused of pocketing $60 million US in payments from companies that bought Hollinger newspapers in the United States in exchange for promises not to compete with the papers in areas where they circulated.

Mark Kipnis, a former Hollinger lawyer, is accused of helping to arrange the transactions.

Burt said co-defendants Atkinson and Boultbee were not in the initial agreements, although Black and his former associate David Radler were. Burt did not hear about Atkinson and Boultbee being mentioned until the following month.

He was also not aware of any money paid to any of the individual executives or to Hollinger Inc. in similar non-compete agreements from the separate sale of a number of U.S. community newspapers.

That would have factored into his decision, he said, because it "would have fit the definition of a related-party transaction" and could have benefited insiders at the expense of other shareholders.

"I didn't know that there had been a pattern of related-party transactions where [money] had not gone to Hollinger International but had gone to [Hollinger] Inc., Ravelston and individuals," he said, adding that the inclusion of individuals and related company like Inc. made the non-compete agreement an agreement for the executives "not to compete with themselves, which was nonsensical."

When questions first arose about the payments to individuals and how those would be allocated, Hollinger executives described them as an "inadvertent mistake" and Burt had no reason to doubt they were anything other than "innocent mistakes" stemming from an isolated incident.

Witness describes terse board meeting

Still, the revelations led to a terse board meeting, since the CanWest deal had by then already been approved and directors were now being asked to ratify a deal that included different terms from those originally agreed to.

"I had understood CanWest had made the allocations of the amounts but that was now being changed," he told prosecutor Jeff Cramer.

"There was annoyance about the fact that the company appeared to have been very sloppy about how they had executed this and now they were coming to us with some new terms."

Burt also testified he had received a letter from major shareholder Tweedy Browne in 2001 protesting the approval of payments to Ravelston, a private management company controlled by Black and Radler.

Black, he said "believed the analysis and the judgments made in the letter were vastly exaggerated ... [and] was confident that he could manage the situation with Mr. Browne," Burt said.

Black told the board it did not need to get involved, and sent them an e-mail in 2003 calling shareholders claims that Hollinger was in trouble "complete confection" and "an attempted public relations Pearl Harbour."

"Please don't attach much credence to this sideshow," he told Burt in an e-mail. "There is no financial distress in our group."

Burt responded that Black was right to tackle the problem head on, because if statements were incorrect, as Black had said, "we needed to have a strategy to publicly deny them."

$62,000 birthday party 'a lovely evening'

Prosecutors also brought up a $62,000 birthday dinner at New York restaurant La Grenouille for Black's wife Barbara Amiel. They say it's one of various lavish lifestyles expenses Black charged to Hollinger shareholders.

Defence lawyers say Black used the dinner to discuss business, and that the former press baron's social and business life are so intertwined that they cannot be considered separately.

"It was a very nice event at a very nice restaurant," said Burt, who attended the event. "It was a lovely evening."

He said he considered the event a private birthday party since it "wasn't a forum for conducting business."

He did not hear any business discussions taking place, he said, and the bill was never presented to the audit committee for approval.

Burt is a former U.S. ambassador to Germany and also served as the chief negotiator for nuclear arms reduction talks with the former Soviet Union.

He joined Hollinger International's board of directors in 1996 at Black's request, and left in 2005.

On Tuesday, he had testified he was not told about non-compete payments relating to sales of U.S. newspapers in the late 1990s, nor did he know that Black and former associate David Radler had a significant interest in Horizon Publications when he voted on the sale of 18 newspapers to that company in 1999.

He also said Black and Radler were "a very close team," upon whom Hollinger International's board of directors relied when making important decisions.

Defence lawyers have been working to distance Black from Radler, who pleaded guilty to one count of fraud in return for a lenient jail sentence of 29 months and an agreement to testify against his former business partner.

They blame Radler for any possible wrongdoing.

On Wednesday, prosecutors confirmed Radler will testify that Black and the other executives "understood they were selling themselves out of a job with the non-competes," and that was part of their motivation for padding their pockets.

"The bulk of their income was going to go down over time and they would not be able to ask for more money from shareholders or justify it to the board," Eric Sussman said before the jury arrived.

Radler is a key prosecution witness and he's expected to testify in the next few weeks.