exv4w14



 





IMAX CORPORATION




Exhibit 4.14




EIGHTH SUPPLEMENTAL INDENTURE




          Eighth Supplemental Indenture (this “Eighth Supplemental Indenture”), dated as of March 26,
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, Coral Sea
Films Ltd. (the “Guaranteeing Subsidiary”) and U.S. Bank National Association, as trustee under the
Indenture referred to below (the “Trustee”).




W I T N
E S S E T H 



          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”), and 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”) 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, and the Third Supplemental Guarantor was dissolved on December 31, 2005 and each are
therefore no longer Guarantors.




          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 Eighth 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 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.




2









 








          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 EIGHTH SUPPLEMENTAL INDENTURE.




          4. Counterparts. The parties may sign any number of copies of this Eighth 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 Eighth 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:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	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.

Miami Theatre LLC

     By its Managing Member

     IMAX Theatre Holding (California I) Co.

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	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Guaranteeing Subsidiary:	 	 
	 
	 	 	 	 	 	 
	 	 	Coral Sea 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