Movie Distribution Income Fund Subsidiary Trust to file Application and Notice of Appearance in relation to Hearing for Final Order to Approve AACI Plan of Arrangement and Reorganization



    TORONTO, April 4 /CNW/ - Movie Distribution Income Fund (the "Fund")
today announced that its subsidiary trust, Movie Distribution Holding Trust
(the "Trust") intends to file an application and notice of appearance with the
Court tomorrow morning in connection with the final hearing to consider the
proposed plan of arrangement and reorganization of Alliance Atlantis
Communications Inc. ("Alliance Atlantis") and involving CanWest Mediaworks
Inc. ("CanWest"), GS Capital Partners IV, L.P. ("Goldman Sachs") and others
(the "Proposed Arrangement"). In its application, the Trust will ask the Court
for, among other matters, an order that the Proposed Arrangement not be
consummated without the prior consent of the Trust and that Alliance Atlantis,
CanWest and/or Goldman Sachs provide to the Trust all such information as may
be relevant to the Holding Trust in its determination as to whether and on
what terms it would be prepared to grant such consent.
    On January 10, 2007, Alliance Atlantis, CanWest and Goldman Sachs
announced the Proposed Transaction and, in connection therewith, that it was
intended that Alliance Atlantis' interest in its motion picture distribution
business, carried on through Motion Picture Distribution L.P. and its general
partner Motion Picture Distribution Inc. (together, "MPD"), would be
controlled by a Canadian partner of Goldman Sachs. As has been previously
disclosed, the securityholders' agreement among Alliance Atlantis, the Holding
Trust and others restricts the transfer of their respective interests in MPD
without the prior written consent of the other (except in very limited
    "From public disclosure of the Proposed Transaction, it is clear that it
is intended that Alliance Atlantis' interest in MPD is to be acquired by
Goldman Sachs and an as yet unidentified Canadian partner, and as a
consequence we believe that our consent is required," said Mr. Rubin Osten,
Chair of the Special Committee of the Board of the Trust. "A complex
relationship between Alliance Atlantis and MPD was put in place at the time of
the Fund's IPO. In addition to the myriad of administrative services and other
benefits provided to MPD by Alliance Atlantis, Alliance Atlantis is a party to
a number of MPD's material agreements with third parties. Any change of
control of MPD could have material consequences to MPD and, in turn, the Fund
and the Trust. Given that our interest in MPD is our sole asset, we have a
duty to understand all of the implications of the Proposed Transaction on MPD
and our interest therein. To date, and despite repeated requests, we have not
been provided with any information with respect to the Proposed Transaction
beyond their public disclosure thereof. While we do not want to frustrate
Alliance Atlantis' Proposed Transaction, having not been provided with details
as to how it might affect MPD or our interest therein, we must apply to the
Court to ensure that we can fulfill our duties and that our consent right will
be respected."

    About Motion Picture Distribution LP and Movie Distribution Income Fund

    Motion Picture Distribution LP (the "Partnership") is a leading
distributor of motion pictures in Canada, with a presence in motion picture
distribution operations in the United Kingdom and Spain. The Partnership
distributes filmed entertainment to theatres, on video and DVD, and to
television broadcasters. Alliance Atlantis Communications Inc. (TSX: AAC.A,
AAC.B) indirectly holds a 51% ownership interest in the Partnership and Movie
Distribution Income Fund (TSX: FLM.UN) indirectly holds the remaining
ownership interest in the Partnership.

    Forward-Looking Statements
    This press release includes forward-looking statements, which are based
on certain assumptions and reflect the current expectations of Movie
Distribution Income Fund (the "Fund") and the Partnership. Forward-looking
statements are those which are not historical fact and include, but are not
limited to, statements of the Fund's or the Partnership's expectations and
intentions. The reader should not place undue reliance on them. They involve
known and unknown risks, uncertainties and other factors that may cause them
to differ materially from the anticipated future results or expectations
expressed or implied by such forward-looking statements, including among other
things whether the Court will grant the relief requested by the Movie
Distribution Holding Trust. Important factors that could cause actual results
to differ materially from those set forth in the forward-looking statements
include: a change of control of Alliance Atlantis, audience acceptance of our
filmed entertainment, our relationship with filmed entertainment content
suppliers; the loss of key personnel, technological change that increases
competition or facilitates the infringement of our intellectual property,
changes to the regulatory environment, actions of our competitors and changes
in the general economy. Additional information about these factors and other
factors are described in materials filed by the Fund with the security
regulatory authorities in Canada from time to time, including the Fund's and
the Partnership's Management's Discussion and Analysis ("MD&A") for the year
ended December 31, 2006. Neither the Fund nor the Partnership undertakes any
obligation to publicly update or revise any forward-looking statements or
information, whether as a result of new information, future events or

    This press release - including financial statements - is distributed via
Canada NewsWire ( and posted to the Movie Distribution Income
Fund's website (

    (*) "Alliance Atlantis" with the stylized "A" design is licensed from
    Alliance Atlantis Communications Inc., an indirect limited partner of
    Motion Picture Distribution LP, not a general partner.

For further information:

For further information: Lloyd A. Wiggins, Chief Financial Officer,
Movie Distribution Income Fund, Tel: (416) 966-7266,

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