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TSX and Unitholders Approve Cinram Refinancing Plan

Cinram International Income Fund announced that the Toronto Stock Exchange (TSX) has conditionally approved the listing of the trust units to be issued in connection with Cinram’s refinancing and recapitalization transaction.

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Unedited press release follows:


TORONTO, March 24 – Cinram International Income Fund (together with its subsidiaries where applicable, “Cinram” or the “Fund”) announced today that the Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the trust units (“Units”) to be issued in connection with the previously announced refinancing and recapitalization transaction (the “Refinancing and Recapitalization”). A full description of the Refinancing and Recapitalization was included in the Fund’s press release of January 25, 2011. Listing is conditional on the satisfaction of the requirements of the TSX.

It is expected that the Refinancing and Recapitalization will close in the next two weeks.

As previously disclosed, the issuance of the Units in connection with the Refinancing and Recapitalization has been approved by the holders of more than 50% of the outstanding Units of the Fund, which approval was obtained through a written consent solicitation process. Under the rules of the TSX, securityholder consent is required for certain transactions that may involve issuances of securities in excess of 25% of pre-transaction capital. The potential issuances in connection with the Refinancing and Recapitalization, if each occurred in full, would result in the issuance of an aggregate of 438,552,031 Units, which would represent approximately 88.2% of the outstanding Units on a fully diluted basis. The substantial majority of those Units would be issuable on the mandatory exchange of the US$90 million mandatory exchangeable notes if not refinanced by December 31, 2011. The Fund intends to seek financing to repay the mandatory exchangeable notes.

As previously disclosed: (i) so long as any portion of the mandatory exchangeable notes remains outstanding, the lenders holding same shall have the right to designate two observers to attend meetings of the Board of Trustees of the Fund; (ii) upon exchange of the mandatory exchangeable notes at maturity (the “Exchange”), former holders of same representing in aggregate not less than 20% of then outstanding units of the Fund, (the “Requesting Former Debt Holders”) shall be entitled, subject to compliance with applicable law, during the period ending on the earlier of (a) 60 days following the Exchange and (b) the date of the special meeting of unitholders referred to below, to designate or nominate for election or appointment such number of trustees of the Fund, and any committees thereof, as is proportionate to the percentage of the outstanding units; and (iii) the Fund covenanted to enable the lenders’ designees to be elected or appointed to the Board as promptly as practicable, and in any event within five (5) business days including calling and holding a special meeting of unitholders for the purposes of electing its trustees as soon as reasonably practicable and in any event prior to 90 days following the Exchange.

In obtaining Unitholder consent through a written consent solicitation process and not a Unitholder meeting, the Fund relied upon an exemption available under the rules of the TSX. To the knowledge of the Fund (i) no insider of the Fund holds any secured debt in Cinram International Inc., and (ii) no insider of the Fund is participating in the Refinancing and Recapitalization as a security holder.

The Fund has no direct knowledge of the identity of the holders of the senior debt.

About Cinram
Cinram International Inc., an indirect, wholly-owned subsidiary of the Fund, is one of the world’s largest providers of pre-recorded multimedia products and related logistics services. With facilities in North America and Europe, Cinram International Inc. manufactures and distributes pre-recorded DVDs, audio CDs, and CD-ROMs for motion picture studios, music labels, publishers and computer software companies around the world. Cinram now also provides distribution and logistics services to the telecommunications industry in North America through its wireless subsidiaries. The Fund’s units are listed on the Toronto Stock Exchange under the symbol CRW.UN. For more information, visit our website at