IMAX CORPORATION FOURTEENTH SUPPLEMENTAL INDENTURE
IMAX CORPORATION
EXHIBIT 4.21
FOURTEENTH SUPPLEMENTAL INDENTURE
Fourteenth Supplemental Indenture (this “Fourteenth Supplemental Indenture”), dated as of June
11, 2008 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, the Twelfth Supplemental Guarantor named in the Twelfth Supplemental Indenture referred to below, the Thirteenth Supplemental Guarantor named in the Thirteenth Supplemental Indenture referred to below, The Deep Magic Company Ltd. (the “Guaranteeing Subsidiary”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
(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, the Twelfth Supplemental Guarantor named in the Twelfth Supplemental Indenture referred to below, the Thirteenth Supplemental Guarantor named in the Thirteenth Supplemental Indenture referred to below, The Deep Magic Company 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”), as further amended by the Seventh
(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”), 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”), as further
amended by the Twelfth Supplemental Indenture dated as of November 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, the Eleventh Supplemental Guarantors and 6861806 Canada Ltd. (the “Twelfth Supplemental
Guarantor”) and the Trustee (the “Twelfth Supplemental Indenture”), and as further amended by the
Thirteenth Supplemental Indenture dated as of February 25, 2008 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, the Eleventh Supplemental Guarantors, the Twelfth Supplemental Guarantor and Nellcote
Pictures Ltd. (the “Thirteenth Supplemental Guarantor”) and the Trustee
(the “Thirteenth Supplemental Indenture”) providing for the issuance of 95/8% Senior Notes due 2010 (the “Securities”);
(the “Thirteenth 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, Miami Theatre LLC,
one of the Existing Guarantors, was dissolved on June 29, 2007, and IMAX Theatre Management
(Scottsdale), Inc., one of the Existing Guarantors, was dissolved on December 28, 2007, and each is
therefore no longer a Guarantor;
WHEREAS, the name of the Fifth Supplemental Guarantor was changed from Acorn Rain Productions
Ltd. to Xxxx Xxxxxxx Films Ltd. on January 29, 2008;
2
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 Fourteenth 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.
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
3
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 FOURTEENTH SUPPLEMENTAL INDENTURE.
4. Counterparts. The parties may sign any number of copies of this Fourteenth 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.
4
IN WITNESS WHEREOF, the parties hereto have caused this Fourteenth Supplemental Indenture to
be duly executed and attested, all as of the date first above written.
| IMAX Corporation | ||||||
| By Name: |
/s/ G. Xxxx Xxxx
|
|||||
| Title: | Executive Vice President, Corporate Services and Corporate Secretary | |||||
| By | /s/ Xxxxxx XxxXxxx | |||||
| Name: | Xxxxxx XxxXxxx | |||||
| Title: | Sr. Vice President, Finance | |||||
| Existing Guarantors: | ||||||
| Xxxxx Xxxxxxxx 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. | ||||||
| Xxxxxx 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. | ||||||
| Strategic Sponsorship Corporation | ||||||
| Tantus II Films Ltd. | ||||||
| RPM Pictures Ltd. | ||||||
| By Name: |
/s/ G. Xxxx Xxxx
|
|||||
| Title: | Secretary | |||||
| By | /s/ Xxxxxx XxxXxxx | |||||
| Name: | Xxxxxx XxxXxxx | |||||
| Title: | Vice President | |||||
| First Supplemental Guarantors: | ||||||
| Taurus-Littrow Productions Inc. | ||||||
| 3D Sea II Ltd. | ||||||
| By Name: |
/s/ G. Xxxx Xxxx
|
|||||
| Title: | Secretary | |||||
| By | /s/ Xxxxxx XxxXxxx | |||||
| Name: | Xxxxxx XxxXxxx | |||||
| Title: | Vice President |
| Second Supplemental Guarantor: | ||||||
| Big Engine Films Inc. | ||||||
| By Name: |
/s/ G. Xxxx Xxxx
|
|||||
| Title: | Secretary | |||||
| By | /s/ Xxxxxx XxxXxxx | |||||
| Name: | Xxxxxx XxxXxxx | |||||
| Title: | Vice President | |||||
| Fourth Supplemental Guarantors: | ||||||
| Conversion Films Ltd. | ||||||
| Feathered Films Ltd. | ||||||
| Great Ant Productions Ltd. | ||||||
| By Name: |
/s/ G. Xxxx Xxxx
|
|||||
| Title: | Secretary | |||||
| By | /s/ Xxxxxx XxxXxxx | |||||
| Name: | Xxxxxx XxxXxxx | |||||
| Title: | Vice President |
| Fifth Supplemental Guarantor: | ||||||
| Xxxx Xxxxxxx Films Ltd. | ||||||
| By Name: |
/s/ G. Xxxx Xxxx
|
|||||
| Title: | Secretary | |||||
| By | /s/ Xxxxxx XxxXxxx | |||||
| Name: | Xxxxxx XxxXxxx | |||||
| Title: | Vice President |
| Sixth Supplemental Guarantor: | ||||||
| Walking Bones Pictures Ltd. | ||||||
| By Name: |
/s/ G. Xxxx Xxxx
|
|||||
| Title: | Secretary | |||||
| By | /s/ Xxxxxx XxxXxxx | |||||
| Name: | Xxxxxx XxxXxxx | |||||
| Title: | Vice President |
| Seventh Supplemental Guarantor: | ||||||
| Raining Arrows Productions Ltd. | ||||||
| By Name: |
/s/ G. Xxxx Xxxx
|
|||||
| Title: | Secretary | |||||
| By | /s/ Xxxxxx XxxXxxx | |||||
| Name: | Xxxxxx XxxXxxx | |||||
| Title: | Vice President |
| Eighth Supplemental Guarantor: | ||||||
| Coral Sea Films Ltd. | ||||||
| By Name: |
/s/ G. Xxxx Xxxx
|
|||||
| Title: | Secretary | |||||
| By | /s/ Xxxxxx XxxXxxx | |||||
| Name: | Xxxxxx XxxXxxx | |||||
| Title: | Vice President |
| Tenth Supplemental Guarantor: | ||||||
| IMAX International Sales Corporation | ||||||
| By Name: |
/s/ G. Xxxx Xxxx
|
|||||
| Title: | Secretary | |||||
| By | /s/ Xxxxxx XxxXxxx | |||||
| Name: | Xxxxxx XxxXxxx | |||||
| Title: | Vice President |
| Eleventh Supplemental Guarantors: | ||||||
| IMAX Space Productions Ltd. | ||||||
| 6822967 Canada Ltd. | ||||||
| 3183 Films Ltd. | ||||||
| By Name: |
/s/ G. Xxxx Xxxx
|
|||||
| Title: | Secretary | |||||
| By | /s/ Xxxxxx XxxXxxx | |||||
| Name: | Xxxxxx XxxXxxx | |||||
| Title: | Vice President |
| Twelfth Supplemental Guarantor: | ||||||
| 6861806 Canada Ltd. | ||||||
| By Name: |
/s/ G. Xxxx Xxxx
|
|||||
| Title: | Secretary | |||||
| By | /s/ Xxxxxx XxxXxxx | |||||
| Name: | Xxxxxx XxxXxxx | |||||
| Title: | Vice President |
| Thirteenth Supplemental Guarantor: | ||||||
| Nellcote Pictures Ltd. | ||||||
| By Name: |
/s/ G. Xxxx Xxxx
|
|||||
| Title: | Secretary | |||||
| By | /s/ Xxxxxx XxxXxxx | |||||
| Name: | Xxxxxx XxxXxxx | |||||
| Title: | Vice President |
| Guaranteeing Subsidiary: | ||||||
| The Deep Magic Company Ltd. | ||||||
| By Name: |
/s/ G. Xxxx Xxxx
|
|||||
| Title: | Secretary | |||||
| By | /s/ Xxxxxx XxxXxxx | |||||
| Name: | Xxxxxx XxxXxxx | |||||
| Title: | Vice President |
| Trustee: | ||||||
| U.S. Bank National Association, | ||||||
| As Trustee | ||||||
| By: Name: |
/s/ Xxxxxxxx X. Xxxx
|
|||||
| Title: | Vice President |
