exv10w26



 





IMAX CORPORATION




EXHIBIT 10.26



THIS THIRD AMENDMENT TO THE LOAN AGREEMENT is made as of and with effect the 30th day of
September, 2007.




BETWEEN:




IMAX CORPORATION

(“Borrower”)




- and -




WACHOVIA CAPITAL FINANCE CORPORATION (CANADA)

(formerly, CONGRESS FINANCIAL CORPORATION (CANADA))

(“Lender”)



WHEREAS Borrower and Lender entered into a loan agreement dated February 6, 2004 as amended by a
first amendment to the loan agreement made as of June 30, 2005 and a second amendment to the loan
agreement made of as and with effect from the 16th day of May, 2006 (collectively, the
“Loan Agreement”), pursuant to which certain credit facilities were established in favour of the
Borrower;



AND WHEREAS the parties hereto wish to amend section 9.13 of the Loan Agreement;



NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements
contained herein and for other good and valuable consideration, the parties hereto agree to amend
the Loan Agreement as provided herein:





	1.	 	General
	 
	 	 	In this Third Amendment to the Loan Agreement, unless otherwise defined or the context
otherwise requires, all capitalized terms shall have the respective meanings specified in
the Loan Agreement.
	 
	2.	 	To be Read with Loan Agreement
	 
	 	 	Unless the context of this Third Amendment to the Loan Agreement otherwise requires, the
Loan Agreement and this Third Amendment to the Loan Agreement shall be read together and
shall have effect as if the provisions of the loan Agreement and this Third Amendment to the
loan Agreement were contained in one agreement. The term “Agreement” when used in the Loan
Agreement means the Loan Agreement as amended by this Third Amendment to the Loan Agreement,
together with all amendments, supplements, restatements and replacements thereto or
therefore from time to time.
	 
	3.	 	No Novations
	 
	 	 	Nothing in this Third Amendment to the Loan Agreement, nor in the Loan Agreement when read
together with this Third Amendment to the Loan Agreement, shall constitute a novation,
payment, re-advance or reduction or termination in respect of any Obligations of Borrower.










 



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	4.	 	Amendment to the Loan Agreement
	 
	 	 	Section 9.13 of the Loan Agreement (EBITDA), is hereby amended by adding “or, in the case of
the four fiscal quarters ending on September 30, 2007 only, not less than $17,000,000, and
in the case of the subsequent four fiscal quarters ending on December 31, 2007 only, not
less than $15,000,000” after “$20,000,000” in the first sentence of Section 9.13.
	 
	5.	 	Representations and Warranties
	 
	 	 	In order to induce Lender to enter into this Third Amendment to the Loan Agreement, Borrower
represents and warrants to Lender the following, which representations and warranties shall
survive the execution and delivery hereof:






	 	(a)	 	all necessary action, corporate or otherwise, has been taken to authorize the
execution, delivery and performance of this Third Amendment to the Loan Agreement by
Borrower;
	 
	 	(b)	 	the Borrower has duly executed and delivered this Third Amendment to the Loan
Agreement;
	 
	 	(c)	 	this Third Amendment to the Loan Agreement is a legal, valid and binding
obligation of Borrower, enforceable against it by Lender in accordance with its terms,
except to the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization and other laws of general
application limited the enforcement of creditor’s rights generally and the fact that
the courts may deny the granting or enforcement of equitable remedies;
	 
	 	(d)	 	the representations and warranties set forth in Section 8 of the Loan
Agreement, as amended by this Third Amendment to the Loan Agreement, continue to be
true and correct as of the date hereof; and
	 
	 	(e)	 	no Event of Default, or event which, with the passage of time or giving of
notice or both, would constitute an Event of Default, exists.






	6.	 	Amendment Fee
	 
	 	 	The Borrower shall pay to the Lender a one-time amendment fee in the amount of CDN $20,000,
which shall be fully earned as of and payable upon the execution of this Third Amendment to
the Loan Agreement.
	 
	7.	 	Expenses
	 
	 	 	Borrower shall pay to the Lender on demand all reasonable fees and expenses, including,
without limitation, legal fees, incurred by Lender in connection with the preparation,
negotiation, completion, execution, delivery and review of this Third Amendment to the Loan
Agreement and all other documents, registrations and instruments arising therefrom and/or
executed in connection therewith.










 



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	8.	 	Conditions Precedent
	 
	 	 	This Third Amendment to the Loan Agreement shall not be effective until each of the
following conditions has been satisfied, or has been waived in writing (in whole or in part)
by Lender in its sole discretion. The execution of this Third Amendment to the Loan
Agreement by Lender shall constitute evidence of the satisfaction and/or waiver of each of
the following conditions by Lender:






	 	(a)	 	Lender has received, in form and substance satisfactory to Lender, an original
copy of this Third Amendment to the Loan Agreement duly executed and delivered by
Borrower.






	9.	 	Continuance of the Loan Agreement and Security
	 
	 	 	The Loan Agreement, as changed, altered, amended or modified by this Third Amendment to the
Loan Agreement, shall be and continue in full force and effect and is hereby confirmed and
the rights and obligations of all parties thereunder shall not be affected or prejudiced in
any manner except as specifically provided for herein. It is agreed and confirmed that
after giving effect to this Third Amendment to the Loan Agreement, all security delivered by
Borrower and/or any Obligor secures the payment of all of the Obligations including, without
limitation, the obligations arising under the Loan Agreement, as amended by the terms of
this Third Amendment to the Loan Agreement.
	 
	10.	 	Counterparts & Facsimile
	 
	 	 	This Third Amendment to the Loan Agreement may be executed in any number of counterparts, by
original or facsimile signature, each of which shall be deemed an original and all of such
counterparts taken together shall be deemed to constitute one and the same instrument.
	 
	11.	 	Governing Law
	 
	 	 	The validity, interpretation and enforcement of this Third Amendment to the Loan Agreement
and any dispute arising out of the relationship between the parties hereto, whether in
contract, tort, equity or otherwise, shall be governed by the laws of the Province of
Ontario and the federal laws of Canada therein.










 



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IN WITNESS WHEREOF the parties hereto have executed this Third Amendment to the Loan agreement as
of and with effect from the day and year first above written.



	 	 	 	 	 	 	 	 	 
	LENDER	 	BORROWER
	 
	 	 	 	 	 	 	 	 
	WACHOVIA CAPITAL FINANCE	 	IMAX CORPORATION
	CORPORATION (CANADA)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	“Niall Hamilton”
	 	By:
	 	“G. Mary Ruby”
	 	“Brian Bonnick”
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	Senior Vice President
	 	Title:
	 	Sr. Vice President
	 	Exec. Vice President
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Legal Affairs
	 	Technology
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:	 	Address:
	141 Adelaide Street West, Suite 1500	 	110 East 59th Street
	Toronto, Ontario M5H 3L5	 	New York, New York 10022
	Fax: (416) 364-6060	 	Fax: (212) 371-7584





Each of IMAX U.S.A. Inc., IMAX II U.S.A. Inc. and 1329507 Ontario Inc. (collectively, the
“Guarantors” and each a “Guarantor”) hereby acknowledges, consents and confirms as follows:





	 	(a)	 	it has reviewed and understands the terms of this Third Amendment to the Loan
Agreement and consents to the amendment of the Loan Agreement as contemplated herein;
	 
	 	(b)	 	its liability under the guarantee to which it is a party dated February 6, 2004
(each hereinafter referred to as a “Guarantee”), is affected by this Third Amendment to
the Loan Agreement;
	 
	 	(c)	 	the “Guaranteed Obligations” (as respectively defined in each Guarantee, as
applicable) shall extend to and include all of the obligations of the Borrower under
the Loan Agreement as amended by this Third Amendment to the Loan Agreement;
	 
	 	(d)	 	each of the Guarantees shall continue in full force and effect, enforceable
against each of the Guarantors, as applicable, in accordance with its terms; and
	 
	 	(e)	 	each of the security documents or instruments creating a security interest,
assignment, hypothec, lien, pledge or other charge granted by the Guarantors to Lender
together with all amendments, supplements, restatements or replacements thereto or
therefore from time to time remains in full force and effect as at the date hereof, in
respect of each of the Guarantor’s obligations under the Loan Agreement, as amended by
this Third Amendment to the Loan Agreement.










 



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DATED as of and with effect from 30th day of September, 2007.




	 	 	 	 	 	 	 	 	 	 	 
	IMAX U.S.A. INC.	 	IMAX II U.S.A. INC.
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	“Edward MacNeil”
	 	“G. Mary Ruby”
	 	Per:
	 	“Edward MacNeil”
	 	“G. Mary Ruby”
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Edward MacNeil
	 	G. Mary Ruby
	 	Name:
	 	Edward MacNeil
	 	G. Mary Ruby
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Vice President
	 	Secretary
	 	Title:
	 	Vice President
	 	Secretary
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	1329507 ONTARIO INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	“Edward MacNeil”
	 	“G. Mary Ruby”	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Edward MacNeil
	 	G. Mary Ruby	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Vice President
	 	Secretary