exv4w19



 





IMAX CORPORATION




EXHIBIT 4.19




TWELFTH SUPPLEMENTAL INDENTURE




          Twelfth Supplemental Indenture (this “Twelfth Supplemental Indenture”), dated as of November
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, the Eleventh
Supplemental Guarantors named in the Eleventh Supplemental Indenture referred to below, 6861806
Canada Ltd. (the “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”), 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”), and 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”) 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 Twelfth Supplemental Indenture;




          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the 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. The Guaranteeing Subsidiary irrevocably and unconditionally
guarantees the Guarantee Obligations, which include (i) the due and punctual payment of




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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 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 the 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 the 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 the 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 the 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 TWELFTH SUPPLEMENTAL INDENTURE.




          4. Counterparts. The parties may sign any number of copies of this Twelfth 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.





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          IN WITNESS WHEREOF, the parties hereto have caused this Twelfth 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:  	Sr. 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 	 
	 
	 	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 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 
	 
	 	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 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Eleventh Supplemental Guarantors:



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 	 
	 
	 	Guaranteeing Subsidiary:



6861806 Canada Ltd.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Trustee:



U.S. Bank National Association,

As Trustee

 	 
	 	By:  	“Lawrence J. Bell”
 	 
	 	 	Name:  	Lawrence J. Bell 	 
	 	 	Title:  	Vice President