exv10w34






IMAX CORPORATION




EXHIBIT 10.34



     THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT is made as of the
21st day of January, 2011



BETWEEN:




IMAX CORPORATION

(“Borrower”)




- and -



WELLS FARGO CAPITAL FINANCE CORPORATION CANADA (formerly known as

WACHOVIA CAPITAL FINANCE CORPORATION (CANADA))

(“Agent” and a “Lender”)



- and —



EXPORT DEVELOPMENT CANADA

(a “Lender”)



     WHEREAS Borrower and Lenders entered into an amended and restated credit agreement dated
November 16, 2009 (as amended, amended and restated, modified, supplemented, extended, renewed,
restated or replaced, the “Credit 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 Credit
Agreement as provided herein;



     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 Credit Agreement as provided herein:




	1.	 	General
	 
	 	 	In 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 Agreement
	 
	 	 	Unless 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










 



- 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 Novations
	 
	 	 	Nothing 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 Agreement
	 
	 	 	Section 9.13 of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:






     “9.13 Fixed Charge Coverage Ratio




     (a) Subject to Section 9.13(b) below, if, at any time prior to the indefeasible
payment in full of the Term Loan, the Cash and Excess Availability of Borrower is less than
$25,000,000, Borrower shall thereafter maintain a Fixed Charge Coverage Ratio of not less
than 1.1:1.0 calculated at the end of each Fiscal Quarter (commencing with the December 31,
2009 Fiscal Quarter) on a quarterly cumulative basis until the December 31, 2010 Fiscal
Quarter and thereafter on a rolling four (4) Fiscal Quarter basis.




     (b) Upon indefeasible payment in full of the Term Loan, Borrower shall only be required
to maintain the Fixed Charge Coverage Ratio set out in Section 9.13(a) above if, at
any time, (i) Excess Availability is less than $10,000,000 or (ii) Cash and Excess
Availability of Borrower is less than $15,000,000.”




	5.	 	Representations and Warranties
	 
	 	 	In 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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	 	 	 	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 Assurances
	 
	 	 	Borrower 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 Security
	 
	 	 	The 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.	 	Counterparts
	 
	 	 	This 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 Law
	 
	 	 	The 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)












 



 



IN WITNESS WHEREOF the parties hereto have executed this Agreement as of and with effect
from the day and year first above written.




	 	 	 	 	 	 	 	 	 	 	 

	WELLS FARGO CAPITAL FINANCE

CORPORATION CANADA	 	 	 	EXPORT DEVELOPMENT CANADA	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Sean M. Noonan
 

Sean M. Noonan
	 	 	 	By:

Name:
	 	/s/ Geoff Bleich
 

Geoff Bleich
	 	 
	Title:

	 	Relationship Manager
	 	 	 	Title:
	 	Senior Asset Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:

Name:
	 	/s/ Samuel Asiedu , P.h.D., CFA, CMA
 

Samuel Asiedu, P.h.D., CFA, CMA
	 	 
	 

	 	 	 	 	 	Title:
	 	Loan Portfolio Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	IMAX CORPORATION	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joseph Sparacio	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Joseph Sparacio	 	 	 	 	 	 	 	 
	Title:

	 	Executive Vice President and Chief

Financial Officer	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Ed MacNeil	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Ed MacNeil	 	 	 	 	 	 	 	 
	Title:

	 	Senior Vice President, Finance	 	 	 	 	 	 	 	 





Each of the undersigned Obligors hereby:





	 	(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.





Dated this 21st day of January 2011.




	 	 	 	 	 	 	 	 	 	 	 

	IMAX U.S.A INC.	 	 	 	1329507 ONTARIO INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Joseph Sparacio
 

Joseph Sparacio
	 	 	 	By:

Name:
	 	/s/ Joseph Sparacio
 

Joseph Sparacio
	 	 
	Title:

	 	Vice President, Finance
	 	 	 	Title:
	 	Vice President, Finance	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Ed MacNeil
 

Ed MacNeil
	 	 	 	By:

Name:
	 	/s/ Ed MacNeil
 

Ed MacNeil
	 	 
	Title:

	 	Vice President
	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	IMAX II U.S.A. INC.	 	 	 	DAVID KEIGHLEY PRODUCTIONS

70 MM INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Joseph Sparacio
 

Joseph Sparacio
	 	 	 	By:

Name:
	 	/s/ Joseph Sparacio
 

Joseph Sparacio
	 	 
	Title:

	 	Vice President, Finance
	 	 	 	Title:
	 	Vice President, Finance	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Ed MacNeil
 

Ed MacNeil
	 	 	 	By:

Name:
	 	/s/ Ed MacNeil
 

Ed MacNeil
	 	 
	Title:

	 	Vice President
	 	 	 	Title:
	 	Vice President