FIFTEENTH SUPPLEMENTAL
INDENTURE
Fifteenth
Supplemental Indenture (this “Fifteenth Supplemental
Indenture”), dated as of February 9, 2009 among IMAX
Corporation, a corporation incorporated under the federal laws of
Canada (the “Company”), the Guarantors named in the
Indenture referred to below
(the “Existing Guarantors”), the First Supplemental
Guarantors named in the Supplemental Indenture referred to below,
the Second Supplemental Guarantor named in the Second Supplemental
Indenture referred to below, the Fifth Supplemental Guarantor named
in the Fifth Supplemental Indenture referred to below, the Sixth
Supplemental Guarantor named in the Sixth Supplemental Indenture
referred to below, the Seventh Supplemental Guarantor named in the
Seventh Supplemental Indenture referred to below, the Eighth
Supplemental Guarantor named in the Eighth Supplemental Indenture
referred to below, the Tenth Supplemental Guarantor named in the
Tenth Supplemental Indenture referred to below, the Eleventh
Supplemental Guarantors named in the Eleventh Supplemental
Indenture referred to below, the Fourteenth Supplemental Guarantor
named in the Fourteenth Supplemental Indenture referred to below,
7103077 Canada Ltd., 7109857 Canada Ltd. and Arizona Big Frame
Theatres, L.L.C. (each, a “Guaranteeing Subsidiary”)
and U.S. Bank National Association, as trustee under the Indenture
referred to below (the “Trustee”).
WHEREAS, the
Company and the Existing Guarantors have heretofore executed and
delivered to the Trustee an indenture
(the “Indenture”), dated as of December 4, 2003,
as amended by the First Supplemental Indenture dated as of
April 1, 2004 among the Company, the Existing Guarantors, 3D
Sea II Ltd. and Taurus-Littrow Productions Inc. (the “First
Supplemental Guarantors”) and the Trustee
(the “First Supplemental Indenture”), as further
amended by the Second Supplemental Indenture dated as of
July 14, 2004 among the Company, the Existing Guarantors, the
First Supplemental Guarantors and Big Engine Films Inc. (the
“Second Supplemental Guarantor”) and the Trustee (the
“Second Supplemental Indenture”), as further amended by
the Third Supplemental Indenture dated as of February 2, 2005
among the Company, the Existing Guarantors, the First Supplemental
Guarantors, the Second Supplemental Guarantor and Automation
Productions Ltd. (the “Third Supplemental Guarantor”)
and the Trustee (the “Third Supplemental Indenture”),
as further amended by the Fourth Supplemental Indenture dated as of
April 10, 2006 among the Company, the Existing Guarantors, the
First Supplemental Guarantors, the Second Supplemental Guarantor,
Conversion Films Ltd., Feathered Films Ltd. and Great Ant
Productions Ltd. (the “Fourth Supplemental Guarantors”)
and the Trustee (the “Fourth Supplemental Indenture”),
as further amended by the Fifth Supplemental Indenture dated as of
June 19, 2006 among the Company, the Existing Guarantors, the
First Supplemental Guarantors, the Second Supplemental Guarantor,
the Fourth Supplemental Guarantors, Acorn Rain Productions Ltd.
(the “Fifth Supplemental Guarantor”) and the Trustee
(the “Fifth Supplemental Indenture”), as further
amended by the Sixth Supplemental Indenture dated as of
November 9, 2006 among the Company, the Existing Guarantors,
the First Supplemental Guarantors, the Second Supplemental
Guarantor, the Fourth Supplemental Guarantors, the Fifth
Supplemental Guarantor, Walking Bones Pictures Ltd. (the
“Sixth Supplemental Guarantor”) and the Trustee (the
“Sixth Supplemental Indenture”), as further amended by
the Seventh Supplemental Indenture dated as of January 29,
2007 among the Company, the Existing Guarantors, the
First
Supplemental Guarantors, the Second Supplemental Guarantor, the
Fourth Supplemental Guarantors, the Fifth Supplemental Guarantor,
the Sixth Supplemental Guarantor, Raining Arrows Productions Ltd.
(the “Seventh Supplemental Guarantor”) and the
Trustee
(the “Seventh Supplemental Indenture”), as further
amended by the Eighth Supplemental Indenture dated as of
March 26, 2007 among the Company, the Existing Guarantors, the
First Supplemental Guarantors, the Second Supplemental Guarantor,
the Fourth Supplemental Guarantors, the Fifth Supplemental
Guarantor, the Sixth Supplemental Guarantor, the Seventh
Supplemental Guarantor, Coral Sea Films Ltd. (the “Eighth
Supplemental Guarantor”) and the Trustee (the “Eighth
Supplemental Indenture”), as further amended by the Ninth
Supplemental Indenture dated as of April 16, 2007 among the
Company, the Existing Guarantors, the First Supplemental
Guarantors, the Second Supplemental Guarantor, the Fourth
Supplemental Guarantors, the Fifth Supplemental Guarantor, the
Sixth Supplemental Guarantor, the Seventh Supplemental Guarantor,
the Eighth Supplemental Guarantor and the Trustee (the “Ninth
Supplemental Indenture”), as further amended by the Tenth
Supplemental Indenture dated as of May 30, 2007 among the Company,
the Existing Guarantors, the First Supplemental Guarantors, the
Second Supplemental Guarantor, the Fourth Supplemental Guarantors,
the Fifth Supplemental Guarantor, the Sixth Supplemental Guarantor,
the Seventh Supplemental Guarantor, the Eighth Supplemental
Guarantor, IMAX International Sales Corporation (the “Tenth
Supplemental Guarantor”) and the Trustee (the “Tenth
Supplemental Indenture”), as further amended by the Eleventh
Supplemental Indenture dated as of September 20, 2007 among
the Company, the Existing Guarantors, the First Supplemental
Guarantors, the Second Supplemental Guarantor, the Fourth
Supplemental Guarantors, the Fifth Supplemental Guarantor, the
Sixth Supplemental Guarantor, the Seventh Supplemental Guarantor,
the Eighth Supplemental Guarantor, the Tenth Supplemental
Guarantor, IMAX Space Productions Ltd., 6822967 Canada Ltd. and
3183 Films Ltd. (the “Eleventh Supplemental
Guarantors”) and the Trustee (the “Eleventh
Supplemental Indenture”), as further amended by the Twelfth
Supplemental Indenture dated as of November 20, 2007 among the
Company, the Existing Guarantors, the First Supplemental
Guarantors, the Second Supplemental Guarantor, the Fourth
Supplemental Guarantors, the Fifth Supplemental Guarantor, the
Sixth Supplemental Guarantor, the Seventh Supplemental Guarantor,
the Eighth Supplemental Guarantor, the Tenth Supplemental
Guarantor, the Eleventh Supplemental Guarantors and 6861806 Canada
Ltd. (the “Twelfth Supplemental Guarantor”) and the
Trustee (the “Twelfth Supplemental Indenture”), and as
further amended by the Thirteenth Supplemental Indenture dated as
of February 25, 2008 among the Company, the Existing
Guarantors, the First Supplemental Guarantors, the Second
Supplemental Guarantor, the Fourth Supplemental Guarantors, the
Fifth Supplemental Guarantor, the Sixth Suppleme
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