IMAX CORPORATION
 EXHIBIT 10.34
 THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT st
  IMAX CORPORATION  Borrower
  WELLS FARGO CAPITAL FINANCE CORPORATION CANADA (formerly known as
WACHOVIA CAPITAL FINANCE CORPORATION (CANADA))  Agent Lender
  EXPORT DEVELOPMENT CANADA  Lender
 WHEREAS Credit Agreement
 AND WHEREAS
 NOW THEREFORE THIS AGREEMENT WITNESSES THAT
 1.
    
    GeneralIn this Agreement, unless otherwise defined or the context otherwise requires, all
capitalized terms shall have the respective meanings specified in the Credit Agreement.2.
    
    To be Read with Credit AgreementUnless the context of this Agreement otherwise requires, the Credit Agreement and this
Agreement shall be read together and shall have effect as if the provisions of the Credit
Agreement and this Agreement were contained in one agreement. The term Agreement when
used in the Credit Agreement means the Credit Agreement as




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- 2 - amended by this Agreement, together with all amendments, amendments and restatements,
modifications, supplements, extensions, renewals, restatements and replacements thereto from
time to time. This Agreement is a Financing Agreement.
 3.
    
    No NovationsNothing in this Agreement, nor in the Credit Agreement when read together with this
Agreement, shall constitute a novation, payment, re-advance or reduction or termination in
respect of any Obligations.4.
    
    Amendments to the Credit AgreementSection 9.13 of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:
 9.13 Fixed Charge Coverage Ratio
 Section 9.13(b)
 Section 9.13(a)
 5.
    
    Representations and WarrantiesIn order to induce Agent and Lenders to enter into this Agreement, Borrower represents and
warrants to Agent and Lenders the following, which representations and warranties shall
survive the execution and delivery hereof:
 (a)
    
    the execution, delivery and performance of this Agreement and the transactions
contemplated hereunder are all within Borrowers powers, have been duly authorized and
are not in contravention of law or the terms of Borrowers certificate of
incorporation, by-laws or other organizational documentation, or any indenture,
agreement or undertaking to which Borrower is a party or by which Borrowers property
is bound;(b)
    
    Borrower has duly executed and delivered this Agreement;(c)
    
    this Agreement is a legal, valid and binding obligation of Borrower,
enforceable against it by Agent and Lenders 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




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- 3 - limiting 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 Credit
Agreement continue to be true and correct as of the date hereof; and(e)
    
    no Default or Event of Default exists.
 6.
    
    Fees and Expenses; Further AssurancesBorrower shall pay to Agent and Lenders on demand all reasonable fees and expenses,
including, without limitation, legal fees, incurred by or payable to Agent and Lenders in
connection with the preparation, negotiation, completion, execution, delivery and review of
this Agreement and all other documents, registrations and instruments arising therefrom
and/or executed in connection therewith. Borrower shall execute and deliver such documents
and take such actions as may be necessary or desirable by Agent or any Lender to give effect
to the provisions and purposes of this Agreement, all at the expense of Borrower.7.
    
    Continuance of the Credit Agreement and SecurityThe Credit Agreement, as amended this 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 Agreement, all security
and guarantees delivered by Borrower and/or any Obligor secures the payment of all of the
Obligations including, without limitation, the obligations arising under the Credit
Agreement, as amended by the terms of this Agreement.8.
    
    CounterpartsThis Agreement may be executed in any number of counterparts, by original, pdf 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.9.
    
    Governing LawThe validity, interpretation and enforcement of this 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 applicable therein.
 (Signature Page Follows)




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IN WITNESS WHEREOF
 WELLS FARGO CAPITAL FINANCE
CORPORATION CANADA
    
    
    
    EXPORT DEVELOPMENT CANADABy: 
Name:
    
    /s/ Sean M. Noonan

Sean M. Noonan
    
    
    
    By:
Name:
    
    /s/ Geoff Bleich

Geoff BleichTitle:
    
    Relationship Manager
    
    
    
    Title:
    
    Senior Asset ManagerBy:
Name:
    
    /s/ Samuel Asiedu , P.h.D., CFA, CMA

Samuel Asiedu, P.h.D., CFA, CMATitle:
    
    Loan Portfolio ManagerIMAX CORPORATIONBy:
    
    /s/ Joseph SparacioName:
    
    Joseph SparacioTitle:
    
    Executive Vice President and Chief
Financial OfficerBy:
    
    /s/ Ed MacNeilName:
    
    Ed MacNeilTitle:
    
    Senior Vice President, Finance
  (a)
    
    acknowledges, confirms, and agrees that such Obligors obligations under the
Credit Agreement and the other Financing Agreements remain in full force and effect as
of the date hereof; and(b)
    
    acknowledges and confirms that such Obligor has received a copy of the Credit
Agreement and this Agreement and understands and consents to the terms thereof and
hereof.
  IMAX U.S.A INC.
    
    
    
    1329507 ONTARIO INC.By: 
Name:
    
    /s/ Joseph Sparacio

Joseph Sparacio
    
    
    
    By:
Name:
    
    /s/ Joseph Sparacio

Joseph SparacioTitle:
    
    Vice President, Finance
    
    
    
    Title:
    
    Vice President, FinanceBy: 
Name:
    
    /s/ Ed MacNeil

Ed MacNeil
    
    
    
    By:
Name:
    
    /s/ Ed MacNeil

Ed MacNeilTitle:
    
    Vice President
    
    
    
    Title:
    
    Vice PresidentIMAX II U.S.A. INC.
    
    
    
    DAVID KEIGHLEY PRODUCTIONS
70 MM INC.By: 
Name:
    
    /s/ Joseph Sparacio

Joseph Sparacio
    
    
    
    By:
Name:
    
    /s/ Joseph Sparacio

Joseph SparacioTitle:
    
    Vice President, Finance
    
    
    
    Title:
    
    Vice President, FinanceBy: 
Name:
    
    /s/ Ed MacNeil

Ed MacNeil
    
    
    
    By:
Name:
    
    /s/ Ed MacNeil

Ed MacNeilTitle:
    
    Vice President
    
    
    
    Title:
    
    Vice President