exv10w30



 





IMAX CORPORATION




EXHIBIT 10.30




     THIS FOURTH AMENDMENT TO THE LOAN AGREEMENT is made as of and with effect the 5th
day of December, 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, a second amendment to the loan
agreement made as of and with effect from the 16th day of May, 2006 and a third
amendment to the loan agreement made as of and with effect from the 30th day of
September, 2007 (collectively, the “Loan Agreement”), pursuant to which certain credit facilities
were established in favour of Borrower;



     AND WHEREAS the parties hereto wish to amend certain terms and conditions of the Loan
Agreement as hereinafter set forth;



     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 Fourth 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 Fourth Amendment to the Loan Agreement otherwise requires, the
Loan Agreement and this Fourth Amendment to the Loan Agreement shall be read together and
shall have effect as if the provisions of the Loan Agreement and this Fourth 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 Fourth Amendment to the Loan
Agreement, together with all amendments, supplements, restatements and replacements thereto
or therefore from time to time.










 



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	3.	 	No Novations
	 
	 	 	Nothing in this Fourth Amendment to the Loan Agreement, nor in the Loan Agreement when read
together with this Fourth Amendment to the Loan Agreement, shall constitute a novation,
payment, re-advance or reduction or termination in respect of any Obligations of Borrower.
	 
	4.	 	Amendments to the Loan Agreement






	 	(a)	 	Section 1 of the Loan Agreement (Definitions), is hereby amended by adding the
following definition (in its alphabetical order):
	 
	 	 	 	“Cash and Excess Availability” shall mean the US Dollar Amount as determined by
Lender, equal to the sum of: Excess Availability; cash; and, in Lender’s discretion,
highly liquid securities with a known market value.
	 
	 	(b)	 	Section 1.19 of the Loan Agreement (Definitions — Cash Dominion Event), is
hereby deleted in its entirety and replaced with the following:
	 
	 	 	 	“1.19 “Cash Dominion Event”
	 
	 	 	 	“Cash Dominion Event” shall mean the occurrence and continuance of the earlier of:
(i) an Event of Default; (ii) Excess Availability falling below $5,000,000; or (iii)
Borrower failing to maintain, during a single fiscal quarter, EBITDA as calculated
and in accordance with Section 9.13 hereof.”
	 
	 	(c)	 	Section 9.13 of the Loan Agreement (EBITDA), is hereby amended by deleting “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
and replacing it with “or, in the case of the four fiscal quarters ending each of
December 31, 2007, March 31, 2008, June 30, 2008 and September 30, 2008, only, not less
than $12,500,000”.
	 
	 	(d)	 	Section 9.14 of the Loan Agreement (Excess Availability), is hereby amended by
deleting the reference to “$2,500,000” and replacing it with “$5,000,000”.
	 
	 	(e)	 	The following new Section 9.23 is added to the Loan Agreement:
	 
	 	 	 	“9.23 “Cash and Excess Availability Covenant”
	 
	 	 	 	Borrower shall, at all times, maintain minimum Cash and Excess Availability,
calculated monthly by Lender, of not less than $15,000,000. The failure to comply
with this Section 9.23 shall result in an Event of Default under Section 10.1(a)(i).
	 
	 	(f)	 	Section 10.1(a)(i) of the Loan Agreement (Events of Default and Remedies), is
hereby amended by adding the following phrase after the occurrence of the words










 



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	 	 	 	“of this Agreement” in the fourth line thereof “or fails to perform any of the
covenants contained in Section 9.23 of this Agreement”.






	5.	 	Representations and Warranties
	 
	 	 	In order to induce Lender to enter into this Fourth 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 Fourth Amendment to the Loan Agreement by
Borrower;
	 
	 	(b)	 	the Borrower has duly executed and delivered this Fourth Amendment to the Loan
Agreement;
	 
	 	(c)	 	this Fourth 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 Fourth 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 US$100,000,
which shall be fully earned as of and payable upon the execution of this Fourth 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 Fourth Amendment to the Loan
Agreement and all other documents, registrations and instruments arising therefrom and/or
executed in connection therewith.
	 
	8.	 	Conditions Precedent
	 
	 	 	This Fourth 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 Fourth Amendment to the










 



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	 	 	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 Fourth 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 Fourth 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 Fourth 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 Fourth Amendment to the Loan Agreement.
	 
	10.	 	Counterparts & Facsimile
	 
	 	 	This Fourth 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 Fourth 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.





(Signature Page Follows)










 



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     IN WITNESS WHEREOF the parties hereto have executed this Fourth 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:
	 	“Edward MacNeil”     “Robert D. Lister”	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	Senior Vice President
 

	 	 	 	Title:
	 	 Sr Vice President     Exec Vice President
 

	 	 
	 
	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	 	 












 



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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 Fourth 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 Fourth 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 Fourth 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 Fourth Amendment to the Loan Agreement.





     DATED as of and with effect from the 5th day of December, 2007.



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

	 	“Edward MacNeil”     “Robert D. Lister”
 

	 	 	 	Per:
	 	“Edward MacNeil”     “Robert D. Lister”
 

	 	 
	Name:

	 	Edward MacNeil     Robert D. Lister
	 	 	 	Name:
	 	Edward MacNeil     Robert D. Lister	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	Vice President     Vice President
	 	 	 	Title:
	 	Vice President     Vice President	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	1329507 ONTARIO INC. 
	 	 	 	 	 	 	 	 
	 
	By:

	 	“Edward MacNeil”     “Robert D. Lister”	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Edward MacNeil     Robert D. Lister	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Vice President     Vice President