exv4w18



 





IMAX CORPORATION




EXHIBIT 4.18




ELEVENTH SUPPLEMENTAL INDENTURE




          Eleventh Supplemental Indenture (this “Eleventh Supplemental Indenture”), dated as of
September 20, 2007 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, IMAX Space Productions Ltd., 6822967 Canada Ltd. and 3183 Films Ltd. (each, a “Guaranteeing
Subsidiary”) and U.S. Bank National Association, as trustee under the Indenture referred to below
(the “Trustee”).




WITNESSETH




          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”), and 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”)
providing for the issuance of 95⁄8% Senior Notes
due 2010 (the “Securities”);




          WHEREAS, IMAX Sandde Animation Inc., one of the Existing Guarantors, was dissolved on February
8, 2005, the Third Supplemental Guarantor was dissolved on December 31, 2005, and Miami Theatre
LLC, one of the Existing Guarantors, was dissolved on June 29, 2007, and each is therefore no
longer a Guarantor;




          WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which any
newly-acquired or created Guarantor shall unconditionally guarantee all of the Company’s
obligations under the Securities and the Indenture on the terms and conditions set forth herein
(the “Subsidiary Guarantee”); and




          WHEREAS, pursuant to Section 901 of the Indenture, the Trustee is authorized to execute and
deliver this Eleventh Supplemental Indenture;




          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:




          1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.




          2. Agreement to Guarantee. Each Guaranteeing Subsidiary irrevocably and unconditionally
guarantees the Guarantee Obligations, which include (i) the due and punctual payment of the
principal of, premium, if any, and interest and Special Interest, if any, on the Securities,
whether at maturity, by acceleration, redemption, upon a Change of Control Offer, upon an Asset
Sale Offer or otherwise, the due and punctual payment of interest on the overdue principal and
premium, if any, and (to the extent permitted by law) interest on any interest on the Securities,
and payment of expenses, and the due and punctual performance of all other obligations of the
Company, to the Holders or the Trustee all in accordance with the terms set forth in Article XIII
of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Securities
or any such other obligations, that the same will be



2









 






promptly paid in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration, redemption, upon a Change of Control Offer,
upon an Asset Sale Offer or otherwise.




          The obligations of each Guaranteeing Subsidiary to the Holders and to the Trustee pursuant to
this Subsidiary Guarantee and the Indenture are expressly set forth in Article XIII of the
Indenture and reference is hereby made to such Indenture for the precise terms of this Subsidiary
Guarantee.




          No past, present or future director, officer, partner, manager, employee, incorporator or
stockholder (direct or indirect) of any Guaranteeing Subsidiary (or any such successor entity), as
such, shall have any liability for any obligations of such Guaranteeing Subsidiary under this
Subsidiary Guarantee or the Indenture or for any claim based on, in respect of, or by reason of,
such obligations or their creation, except in their capacity as an obligor or Guarantor of the
Securities in accordance with the Indenture.




          This is a continuing Guarantee and shall remain in full force and effect and shall be binding
upon each Guaranteeing Subsidiary and its successors and assigns until full and final payment of
all of the Company’s obligations under the Securities and Indenture or until released in accordance
with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders, and, in the event of any transfer or assignment of rights by any Holder or the
Trustee, the rights and privileges herein conferred upon that party shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This
is a Guarantee of payment and not of collectibility.




          The obligations of each Guaranteeing Subsidiary under its Subsidiary Guarantee shall be
limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under
applicable law.




          THE TERMS OF ARTICLE XIII OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.




          3. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS ELEVENTH SUPPLEMENTAL INDENTURE.




          4. Counterparts. The parties may sign any number of copies of this Eleventh Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.




          5. Effect of Headings. The Section headings herein are for convenience only and shall not
affect the construction hereof.





3









 








          IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be
duly executed and attested, all as of the date first above written.




	 	 	 	 	 
	 	IMAX Corporation

 	 
	 	By  	                “G. Mary Ruby”
 	 
	 	 	Name:  	G. Mary Ruby 	 
	 	 	Title:  	Sr. Vice President, Legal Affairs,

Deputy General Counsel and

Corporate Secretary 	 
	 
	 	 	 
	 	By  	                “Edward MacNeil”
 	 
	 	 	Name:  	Edward MacNeil 	 
	 	 	Title:  	Senior Vice President, Finance 	 
	 
	 	Existing Guarantors:




David Keighley Productions 70MM Inc.

IMAX II U.S.A. Inc.

IMAX Chicago Theatre LLC

   By its Managing Member

   IMAX Theatre Holding (California I) Co.

IMAX Minnesota Holding Co.

IMAX Rhode Island Limited Partnership

   By its General Partner

   IMAX Providence General Partner Co.

IMAX Scribe Inc.

IMAX Space Ltd.

IMAX Theatre Holding Co.

IMAX Theatre Holdings (OEI) Inc.

IMAX Theatre Management Company

IMAX Theatre Services Ltd.

IMAX U.S.A. Inc.

Nyack Theatre LLC

   By its Managing Member

   IMAX Theatre Holding (Nyack I) Co.

Parker Pictures Ltd.

Ridefilm Corporation

Sacramento Theatre LLC

   By its Managing Member

   IMAX Theatre Holding (California I) Co.

Sonics Associates, Inc.

Starboard Theatres Ltd.

Tantus Films Ltd.

1329507 Ontario Inc.

924689 Ontario Inc.

IMAX (Titanica) Ltd.

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	IMAX (Titanic) Inc.

IMAX Music Ltd.

IMAX Film Holding Co.

IMAX Indianapolis LLC

IMAX Providence General Partner Co.

IMAX Providence Limited Partner Co.

IMAX Theatre Holding (California I) Co.

IMAX Theatre Holding (California II) Co.

IMAX Theatre Holding (Nyack I) Co.

IMAX Theatre Holding (Nyack II) Co.

IMAX Theatre Management (Scottsdale), Inc.

Strategic Sponsorship Corporation

Tantus II Films Ltd.

RPM Pictures Ltd.

 	 
	 	By  	“G. Mary Ruby”
 	 
	 	 	Name:  	G. Mary Ruby 	 
	 	 	Title:  	Secretary 	 
	 
	 	 	 
	 	By  	                “Edward MacNeil”
 	 
	 	 	Name:  	Edward MacNeil 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	First Supplemental Guarantors:




Taurus-Littrow Productions Inc.

3D Sea II Ltd.

 	 
	 	By  	“G. Mary Ruby”
 	 
	 	 	Name:  	G. Mary Ruby 	 
	 	 	Title:  	Secretary 	 
	 
	 	 	 
	 	By  	                   “Edward MacNeil”	 
	 	 	Name:  	Edward MacNeil 	 
	 	 	Title:  	Vice President 	 
	 



 









 






	 	 	 	 	 
	 	Second Supplemental Guarantor:



Big Engine Films Inc.

 	 
	 	By  	“G. Mary Ruby”
 	 
	 	 	Name:  	G. Mary Ruby 	 
	 	 	Title:  	Secretary 	 
	 
	 	 	 
	 	By  	                    “Edward MacNeil”
 	 
	 	 	Name:  	Edward MacNeil 	 
	 	 	Title:  	Vice President 	 
	 
	 	Fourth Supplemental Guarantors:



Conversion Films Ltd.

Feathered Films Ltd.

Great Ant Productions Ltd.

 	 
	 	By  	“G. Mary Ruby”
 	 
	 	 	Name:  	G. Mary Ruby 	 
	 	 	Title:  	Secretary 	 
	 
	 	 	 
	 	By  	                    “Edward MacNeil”
 	 
	 	 	Name:  	Edward MacNeil 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 
	 	Fifth Supplemental Guarantor:



Acorn Rain Productions Ltd.

 	 
	 	By  	“G. Mary Ruby”
 	 
	 	 	Name:  	G. Mary Ruby 	 
	 	 	Title:  	Secretary 	 
	 
	 	 	 
	 	By  	                    “Edward MacNeil”
 	 
	 	 	Name:  	Edward MacNeil 	 
	 	 	Title:  	Vice President 	 
	 
	 	Sixth Supplemental Guarantor:



Walking Bones Pictures Ltd.

 	 
	 	By  	“G. Mary Ruby”
 	 
	 	 	Name:  	G. Mary Ruby 	 
	 	 	Title:  	Secretary 	 
	 
	 	 	 
	 	By  	                  “Edward MacNeil”
 	 
	 	 	Name:  	Edward MacNeil 	 
	 	 	Title:  	Vice President, Finance 	 
	 
	 	Seventh Supplemental Guarantor:



Raining Arrows Productions Ltd.

 	 
	 	By  	“G. Mary Ruby”
 	 
	 	 	Name:  	G. Mary Ruby 	 
	 	 	Title:  	Secretary 	 
	 
	 	 	 
	 	By  	                 “Edward MacNeil”
 	 
	 	 	Name:  	Edward MacNeil 	 
	 	 	Title:  	Vice President, Finance 	 



 









 






	 	 	 	 	 
	 	Eighth Supplemental Guarantor:



Coral Sea Films Ltd.

 	 
	 	By  	“G. Mary Ruby”
 	 
	 	 	Name:  	G. Mary Ruby 	 
	 	 	Title:  	Secretary 	 
	 
	 	 	 
	 	By  	                  “Edward MacNeil”
 	 
	 	 	Name:  	Edward MacNeil 	 
	 	 	Title:  	Vice President, Finance 	 
	 
	 	Tenth Supplemental Guarantor:



IMAX International Sales Corporation

 	 
	 	By  	“G. Mary Ruby”
 	 
	 	 	Name:  	G. Mary Ruby 	 
	 	 	Title:  	Secretary 	 
	 
	 	 	 
	 	By  	                “Edward MacNeil”
 	 
	 	 	Name:  	Edward MacNeil 	 
	 	 	Title:  	Vice President, Finance 	 



 









 






	 	 	 	 	 
	 	Guaranteeing Subsidiaries:



IMAX Space Productions Ltd.

6822967 Canada Ltd.

3183 Films Ltd.

 	 
	 	By  	“G. Mary Ruby”
 	 
	 	 	Name:  	G. Mary Ruby 	 
	 	 	Title:  	Secretary 	 
	 
	 	 	 
	 	By  	                  “Edward MacNeil”
 	 
	 	 	Name:  	Edward MacNeil 	 
	 	 	Title:  	Vice President, Finance 	 



 









 






	 	 	 	 	 
	 	Trustee:



U.S. Bank National Association,

     As Trustee

 	 
	 	By:  	“Raymond S. Haverstock”
 	 
	 	 	Name:  	Raymond S. Haverstock 	 
	 	 	Title:  	Vice President