IMAX CORPORATION
Exhibit 10.22
FIRST AMENDMENT TO THE LOAN AGREEMENT
THIS AGREEMENT made as of the 30th day of June, 2005.
BETWEEN:
CONGRESS FINANCIAL CORPORATION (CANADA), a corporation incorporated under
the laws of the Province of Ontario
(the "LENDER")
OF THE FIRST PART
-and-
IMAX CORPORATION, a corporation incorporated under the laws of Canada
(the "BORROWER")
OF THE SECOND PART
RECITALS:
WHEREAS the Borrower and the Lender have entered into a loan agreement dated as
of February 6, 2004 (such agreement and all amendments, modifications,
restatements, supplements, renewals, extensions and replacements entered into
from time to time being referred to herein as the "LOAN AGREEMENT");
AND WHEREAS the Borrower and the Lender wish to amend Section 2.2(d) of the Loan
Agreement;
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:
ARTICLE 1
INTERPRETATION
1.1 DEFINITIONS
In this Agreement, unless the context otherwise requires, all terms defined
in the Loan Agreement and not otherwise defined herein shall have the respective
meanings ascribed to them in the Loan Agreement.
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1.2 GENDER AND NUMBER
Words importing the singular include the plural and vice versa and
importing gender include, all genders.
1.3 SEVERABILITY
Each of the provisions contained in this Agreement is distinct and
severable, and a declaration of invalidity, illegality or unenforceability of
any such provision or part thereof by a court of competent jurisdiction shall
not affect the validity or enforceability of any other provision of this
Agreement.
1.4 HEADINGS
The division of this Agreement into articles, sections and clauses, and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of this Agreement.
1.5 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and federal the laws of Canada applicable
therein.
1.6 ATTORNMENT
The parties hereto irrevocably submit and attorn to the non-exclusive
jurisdiction of the courts of the Province of Ontario for all matters arising
out of or in connection with this Agreement.
ARTICLE 2
AMENDMENT OF LOAN AGREEMENT
2.1 DEFINITIONS AND USE OF PROCEEDS
The Borrower and the Lender hereby agree that the Loan Agreement is amended
as follows:
(a) The reference to "$10,000,000" in Section 2.2(d) of the Loan
Agreement is hereby deleted and replaced with "$12,000,000".
2.2 TO BE READ WITH LOAN AGREEMENT
This Agreement is an amendment to the Loan Agreement. Unless the context
otherwise requires, the Loan Agreement and this Agreement shall be read together
and shall have effect as if the provisions of the Loan Agreement and this
Agreement were contained in one agreement. The term "Agreement" when used in the
Loan Agreement means the Loan Agreement as amended by this Agreement, together
with all amendments, supplements, restatements, replacements and novations
thereof from time to time.
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2.3 EFFECT OF THIS AGREEMENT
Except as modified pursuant to this Agreement, no other changes or
modifications to the Loan Agreement or the other Financing Agreements are
intended or implied and in all other respects the Loan Agreement and the other
Financing Agreements are hereby specifically ratified, restated, and confirmed
by the Borrower, and the Lender as of the effective date hereof.
2.4 CONTINUANCE OF LOAN AGREEMENT AND SECURITY
The Loan Agreement, as changed, altered, amended or modified by 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 delivered by the Borrower 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 Agreement.
2.5 NO NOVATION
The amendments contemplated by this Agreement will not discharge or
constitute a novation of any debt, obligation, covenant or agreement contained
in the Loan Agreement or any of the other Financing Agreements, but the same
shall remain in full force and effect, save to the extent same are amended by
this Agreement.
ARTICLE 3
GENERAL
3.1 EXPENSES
Borrower agrees to pay all fees, expenses and disbursements including,
without limitation, legal fees, incurred by or payable to the Lender in
connection with the preparation, negotiation, completion, execution, delivery
and review of this Agreement and all other documents and instruments arising
therefrom and/or executed in connection therewith.
3.2 FURTHER ASSURANCES
The parties hereto shall execute and deliver such supplemental documents
and take such supplemental action as may be necessary or desirable to give
effect to the provisions and purposes of this Agreement all at the expense of
the Borrower.
3.3 BINDING EFFECT
This Agreement shall be binding upon and enure to the benefit of each of
the parties hereto and their respective successors and permitted assigns.
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3.4 EXECUTION IN COUNTERPARTS
This Agreement may be executed and delivered by facsimile and in any number
of counterparts, each of which when executed and delivered is an original but
all of which taken together constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
first above mentioned.
IMAX CORPORATION
Per: /s/ "G. Xxxx Xxxx"
-----------------------------------
Name: G. Xxxx Xxxx
Title: Senior Vice President
Legal Affairs
Per: /s/ "Xxxx Xxxxxxxx"
-----------------------------------
Name: Xxxx Xxxxxxxx
Title: Senior Vice President
Human Resources & Administration
I/We have the authority to bind the
Corporation
CONGRESS FINANCIAL CORPORATION (CANADA)
Per: /s/ "Xxxxxxx Xxxxxxx"
-----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: First Vice President/Team Leader
I/We have the authority to bind the
Corporation
