FOURTEENTH SUPPLEMENTAL
INDENTURE
Fourteenth
Supplemental Indenture (this “Fourteenth Supplemental
Indenture”), dated as of June 11, 2008 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 Fourth Supplemental Guarantors
named in the Fourth 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 Twelfth
Supplemental Guarantor named in the Twelfth Supplemental Indenture
referred to below, the Thirteenth Supplemental Guarantor named in
the Thirteenth Supplemental Indenture referred to below, The Deep
Magic Company Ltd. (the “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
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