THIS SECOND AMENDMENT TO THE LOAN AGREEMENT is made as of the 16th day of May,
2006.
BETWEEN:
IMAX CORPORATION
("BORROWER")
- and -
WACHOVIA CAPITAL FINANCE CORPORATION (CANADA)
(FORMERLY, CONGRESS FINANCIAL CORPORATION (CANADA))
("LENDER")
WHEREAS Borrower and Lender entered into a loan agreement dated February 6,
2004 as amended by a first amendment to the loan agreement made as of June 30,
2005 (collectively, the "LOAN AGREEMENT"), pursuant to which certain credit
facilities were established in favour of Borrower;
AND WHEREAS the parties hereto wish to extend the term of the Loan
Agreement to October 31, 2009, and amend certain other terms and conditions 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:
SECTION 1 GENERAL
In this Second Amendment to the Loan Agreement, unless otherwise
defined or the context otherwise requires, all capitalized terms shall have the
respective meanings specified in the Loan Agreement.
SECTION 2 TO BE READ WITH LOAN AGREEMENT
This Second Amendment to the Loan Agreement is an amendment to the
Loan Agreement. Unless the context of this Second Amendment to the Loan
Agreement otherwise requires, the Loan Agreement and this Second Amendment to
the Loan Agreement shall be read together and shall have effect as if the
provisions of the Loan Agreement and this Second Amendment to the Loan Agreement
were contained in one agreement. The term "AGREEMENT" when used in the Loan
Agreement means the Loan Agreement as amended by this Second Amendment to the
Loan Agreement, together with all amendments, supplements, restatements and
replacements thereto or therefor from time to time.
SECTION 3 NO NOVATIONS
Nothing in this Second Amendment to the Loan Agreement, nor in the
Loan Agreement when read together with this Second Amendment to the Loan
Agreement, shall
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constitute a novation, payment, re-advance or reduction or termination in
respect of any Obligations of Borrower.
SECTION 4 AMENDMENTS TO THE LOAN AGREEMENT
(a) Schedule 1.11 to the Loan Agreement (FORM OF BORROWING BASE
CERTIFICATE), is deleted in its entirety and replaced with Schedule
1.11 attached hereto.
(b) A new Schedule 1.1(A) is added to the Loan Agreement called "CONTRACTS
IN BACKLOG/FINISHED GOODS INVENTORY" in the form attached hereto as
Schedule 1.1(A).
(c) A new Schedule 1.1 (B) is added to the Loan Agreement called "LONG
TERM RECEIVABLES CONTRACTS", in the form attached hereto as Schedule
1.1(B).
(d) Schedule 8.4 to the Loan Agreement (EXISTING LIENS), is deleted in its
entirety and replaced with Schedule 8.4 attached hereto.
(e) A new Schedule 8.9(B) attached hereto, shall be added to the Loan
Agreement called "RESTRICTIONS ON ASSIGNABILITY WITHIN CONTRACTS IN
BACKLOG AND LONG TERM RECEIVABLES CONTRACTS".
(f) Schedule 9.9 to the Loan Agreement (EXISTING INDEBTEDNESS), is deleted
in its entirety and replaced with Schedule 9.9 attached hereto.
(g) Schedule 9.10 to the Loan Agreement (EXISTING LOANS, ADVANCES AND
GUARANTEES), is deleted in its entirety and replaced with Schedule
9.10 attached hereto.
(h) Section 1 of the Loan Agreement (DEFINITIONS), is amended by adding
the following definitions (in their respective alphabetical order):
(A) ""AMENDMENT EFFECTIVE DATE" shall mean the date upon which all of
the conditions contained in the renewal and amending agreement
dated May 16, 2006, between Borrower and Lender, have been
satisfied in full (in the sole discretion of Lender) or have been
waived in writing (in whole or in part) by Lender, in its sole
discretion;
(B) "APPRAISAL" shall have the meaning attributed to it in Section
2.1(a)(v);
(C) "ASSIGNMENT OF CONTRACTS IN BACKLOG AND LONG TERM RECEIVABLES
CONTRACTS" shall mean the Assignment of Contracts in Backlog and
Long Term Receivables Contracts between Borrower, as assignor,
and Lender, as assignee, dated as of May 16, 2006, as the same
now exists or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced;
(D) "CONTRACTS IN BACKLOG" shall mean, collectively, contracts
designated by the Borrower internally as "contracts in backlog"
as listed on Schedule
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1.1 (A), as may be amended, updated and/or restated from time to
time in accordance with the requirements set out in Section 7.1
(a) hereof;
(E) "CONTRACTS AND LEASES" shall mean, collectively, any one or all
of the Capital Leases, the Operating Leases, the Contracts in
Backlog and the Long Term Receivables Contracts;
(F) "ELIGIBLE CONTRACTS IN BACKLOG" shall mean Contracts in Backlog,
from time to time, which are and continue to be acceptable to
Lender based on the general criteria set forth below which
Lender, in good faith, may revise from time to time. In general,
a Contract in Backlog shall be an Eligible Contract in Backlog
if:
(i) it is with a Client deemed creditworthy at all times by
Lender, as determined by Lender in good faith;
(ii) it is with a Client that has not asserted a bona fide
counterclaim, defence or dispute (other than as to a de
minimus amount) under the applicable Contract in Backlog and
if so, the value of such Contract in Backlog Inventory shall
be reduced by the amount of such counterclaim, defense or
dispute;
(iii) it is with a Client that does not have, and does not engage
in transactions which may give rise to, any right of set-off
against the Contract in Backlog Inventory; provided that the
existence of any such right of set-off shall not by itself
cause such Contract in Backlog Inventory to cease to
continue to be Eligible Contract in Backlog Inventory but
its appraised value, for purposes of Section 2.1 hereof,
will be reduced by Lender by an amount determined by Lender
in good faith;
(iv) there are no facts, events or occurrences which would impair
the validity, enforceability or collectability of the
Contract in Backlog or materially reduce the amount payable
or delay payment thereunder, including without limitation,
any event of default or event which would, with notice or
the passage of time, constitute an event of default under
the Contract in Backlog;
(v) it is subject to the first priority, valid and perfected
security interest of Lender and is not subject to any prior
ranking liens or other liens except Permitted Encumbrances;
(vi) it is with a Client which is not itself, nor any officer or
employee thereof, an officer, employee or agent of or
affiliated with Borrower, directly or indirectly, by virtue
of family membership, ownership, control, management or
otherwise;
(vii) there are no proceedings or actions which are threatened or
pending against the Client which could reasonably be
expected to
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result in any material adverse change in such Client's
financial condition;
(viii) unless otherwise permitted by Lender, it is not with a
Client which, together with its affiliates, constitutes,
without duplication, more than ten (10%) percent of all
otherwise Eligible Contracts, Leases and Inventory (but the
portion of the Finished Goods Inventory not in excess of
such applicable percentage continues to be Eligible Finished
Goods Inventory); and
(ix) notwithstanding that there are restrictions on assignability
in respect of such Contracts in Backlog.
Any Contract in Backlog Inventory which is not considered to
be Eligible Contract in Backlog Inventory in accordance with
the foregoing requirements, is nevertheless considered to
form part of the Collateral;
(G) "ELIGIBLE CONTRACTS, LEASES AND INVENTORY" shall mean,
collectively, any one of or all of the Eligible Capital Leases,
Eligible Operating Leases, Eligible Finished Goods Inventory and
Eligible Long Term Receivables Contracts;
(H) "ELIGIBLE FINISHED GOODS INVENTORY" means Finished Goods
Inventory that has been assigned by the Borrower to Eligible
Contracts in Backlog;
(I) "ELIGIBLE LONG TERM RECEIVABLES CONTRACTS" shall mean those
contracts of the Borrower, from time to time, which are and
continue to be acceptable to Lender based on the general criteria
set forth below which Lender, in good faith, may revise from time
to time. In general, a Long Term Receivables Contract shall be an
Eligible Long Term Receivables Contract if:
(i) it is with a Client deemed creditworthy at all times by
Lender, as determined by Lender in good faith;
(ii) it is with a Client that has not asserted a bona fide
counterclaim, defence or dispute (other than as to a de
minimus amount) under the applicable Long Term Receivables
Contract and if so, the value of such Long Term Receivables
Contract shall be reduced by the amount of such
counterclaim, defense or dispute;
(iii) it is with a Client that does not have, and does not engage
in transactions which may give rise to, any right of set-off
against the Long Term Receivables Contract; provided that
the existence of any such right of set-off shall not by
itself cause such Long Term Receivables Contract to cease to
continue to be an Eligible Long Term Receivables Contract
but its appraised value, for purposes of Section 2.1 hereof,
will be reduced by Lender by an amount determined by Lender
in good faith;
-5-
(iv) there are no facts, events or occurrences which would impair
the validity, enforceability or collectability of the Long
Term Receivables Contract or materially reduce the amount
payable or delay payment thereunder, including without
limitation, any event of default or event which would, with
notice or the passage of time, constitute an event of
default under the Long Term Receivables Contract;
(v) it is subject to the first priority, valid and perfected
security interest of Lender and is not subject to any prior
ranking liens or other liens except Permitted Encumbrances;
(vi) it is with a Client which is not itself, nor any officer or
employee thereof, an officer, employee or agent of or
affiliated with Borrower, directly or indirectly, by virtue
of family membership, ownership, control, management or
otherwise;
(vii) there are no proceedings or actions which are threatened or
pending against the Client which could reasonably be
expected to result in any material adverse change in such
Client's financial condition;
(viii) unless otherwise permitted by Lender, it is not with a
Client which, together with its affiliates, constitutes more
than ten (10%) percent of all otherwise Eligible Contracts,
Leases and Inventory (but the portion of the Long Term
Receivables Contracts not in excess of such applicable
percentage continue to be Eligible Long Term Receivables
Contracts); and
(ix) notwithstanding that there are restrictions on the
assignability in respect of such Long Term Receivables
Contracts.
Any Long Term Receivables Contract, which is not considered
to be an Eligible Long Term Receivables Contract in
accordance with the foregoing requirements, is nevertheless
considered to form part of the Collateral;
(J) "ELIGIBLE REAL PROPERTY" shall mean the Real Property and any
other real property of Borrower that has been deemed to be
acceptable as Eligible Real Property by Lender;
(K) "FINISHED GOODS INVENTORY" means the finished goods Inventory of
the Borrower that has been designated by the Borrower as a
Contract in Backlog;
(L) "FINISHED GOODS INVENTORY LENDING FORMULA" shall have the meaning
set forth in Section 2.1 (a) hereof;
(M) "LONG TERM RECEIVABLES CONTRACTS" shall mean, collectively, all
of the contracts listed on Schedule 1.1(B), as may be amended,
updated and/or
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restated from time to time in accordance with the requirements
set out in Section 7.1(a) hereof, each of which are contracts
that relate to the sale of theatre equipment by the Borrower;
(N) "LONG TERM RECEIVABLES CONTRACTS LENDING FORMULA" shall have the
meaning set forth in Section 2.1 (a) hereof;
(O) "ORDERLY LIQUIDATION VALUE" shall mean the amount, expressed in
terms of currency in US Dollars, it is estimated would be
realized from any orderly liquidation of the Finished Goods
Inventory and Long Term Receivables Contracts, as applicable, net
of the amount of deductions for all commissions, taxes and other
Liquidation Expenses, which, as of the Amendment Effective Date,
is the orderly liquidation value attributed to Finished Goods
Inventory and Long Term Receivables Contracts in the Hilco
Appraisal and at any future date will be the estimated amount
similarly calculated as of the date of calculation attributed to
the Finished Goods Inventory and Long Term Receivables Contracts
by the Appraiser;
(P) "REAL PROPERTY" means the property of Borrower municipally known
as 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxx X0X 0X0; and
(Q) "REAL PROPERTY LENDING FORMULA" shall have the meaning set forth
in Section 2.1 (a)(v) hereof."
(i) Section 1.1 of the Loan Agreement, being the definition of "ACCOUNTS",
is hereby amended by deleting the reference to "Capital Leases and/or
Operating Leases" in the third line thereof and replacing it with a
reference to "Contracts and Leases".
(j) Section 1.19 of the Loan Agreement, being the definition of "CASH
DOMINION EVENT", is hereby amended by deleting the reference to
"$7,500,000" in the second line thereof and replacing it with a
reference to "$5,000,000".
(k) Section 1.23 of the Loan Agreement, being the definition of "CLIENT",
is hereby deleted in its entirety and replaced with the following:
""CLIENT" shall mean any Person, other than Borrower, who is now or
hereafter a party to a Capital Lease, Operating Lease, Contract in
Backlog and/or a Long Term Receivables Contract, as applicable, and
"Clients" means all such Persons."
(l) Section 1.24 of the Loan Agreement, being the definition of
"COLLATERAL", is hereby amended by inserting ", collectively, the Real
Property and" immediately before the words "Collateral as such term"
in the first line thereof.
(m) Each of Section 1.28 and 1.29 of the Loan Agreement, being the
definition of "ELIGIBLE CAPITAL LEASES" and "ELIGIBLE OPERATING
LEASES", respectively, is hereby amended by deleting subparagraph (g)
thereof.
(n) Section 1.36 of the Loan Agreement, being the definition of "FINANCING
AGREEMENTS", is hereby amended by inserting "Assignment of Contracts
in
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Backlog and Long Term Receivables Contracts," following the words
"Assignment of Capital Leases and Operating Leases," in the second
line thereof.
(o) Section 1.38 of the Loan Agreement, being the definition of "GENERAL
SECURITY AGREEMENT", is hereby amended by inserting "as the same now
exists or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced" immediately following "the Obligations"
in the third line thereof.
(p) Section 1.40 of the Loan Agreement, being the definition of "HILCO
APPRAISAL", is hereby deleted in its entirety and replaced with the
following:
""HILCO APPRAISAL" shall mean the most recently dated appraisal
conducted by the Appraiser that has been delivered to Lender, as may
be amended, updated or supplemented from time to time."
(q) Subsection (b) of Section 1.42 of the Loan Agreement, being the
definition of "INTEREST RATE", is hereby amended as follows:
(A) Subsection (i) is hereby amended by deleting the words "a rate of
one quarter of one (0.25%) percent per annum in excess of the
Applicable Prime Rate or a rate of two (2%)" in the first and
second lines thereof and replacing them with "the Applicable
Prime Rate or a rate of one and one quarter of one (1.25%)";
(B) Subsection (ii) is hereby amended by deleting the words "a rate
of one half of one (0.50%) percent per annum in excess of the
Applicable Prime Rate or a rate of two and one quarter (2.25%)"
in the first and second lines thereof and replacing them with "a
rate of one quarter of one (0.25%) percent per annum in excess of
the Applicable Prime Rate or a rate of one and one half of one
(1.5%)";
(C) Subsection (iii) is hereby amended by deleting the words "a rate
of three quarters of one (0.75%) percent per annum in excess of
the Applicable Prime Rate or a rate of two and one half (2.5%)"
in the first and second lines thereof and replacing them with "a
rate of one half of one (0.50%) percent per annum in excess of
the Applicable Prime Rate or a rate of two (2%)".
(r) Section 1.47 of the Loan Agreement, being the definition of "LENDING
FORMULAS", is hereby deleted in its entirety and replaced with the
following:
""LENDING FORMULAS" shall mean, collectively, the Operating Leases
Lending Formula, the Capital Leases Lending Formula, the Finished
Goods Inventory Lending Formula, the Long Term Receivables Lending
Formula and the Real Property Lending Formula."
(s) Section 1.54 of the Loan Agreement, being the definition of "MAXIMUM
CREDIT" is hereby amended by deleting the reference to "$20,000,000"
therein and replacing it with a reference to "$40,000,000".
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(t) Section 1.71 of the Loan Agreement, being the definition of "RENEWAL
DATE", is deleted in its entirety.
(u) Section 2.1 of the Loan Agreement (REVOLVING LOANS), is hereby amended
as follows:
(A) Subparagraph (a)(ii)(A) is hereby amended by deleting the
reference to "thirty-four (34%)" in the first line thereof and
replacing it with "forty- nine (49%)";
(B) Subparagraph (a)(ii)(B) is hereby amended by deleting the "." at
the end of this Subsection and replacing it with ", plus";
(C) the following new Paragraph (a)(iii) is added:
"(iii) the lesser of:
(A) thirty-one (31%) percent of the aggregate net book
value of Eligible Finished Goods Inventory; or
(B) eighty-five (85%) percent of the appraised value of
such Eligible Finished Goods Inventory expressed as a
percentage of cost value, net of estimated Liquidation
Expenses, with appraisals conducted on an Orderly
Liquidation Value basis at the expense of Borrower by
the Appraiser (the "FINISHED GOODS INVENTORY LENDING
FORMULA"), plus";
(D) the following new Paragraph (a)(iv) is added:
"(iv) the lesser of:
(A) forty (40%) percent of the aggregate net book value of
Eligible Long Term Receivables Contracts; or
(B) eighty-five (85%) percent of the appraised value of
such Eligible Long Term Receivables Contracts expressed
as a percentage of cost value, net of estimated
Liquidation Expenses, with appraisals conducted on an
Orderly Liquidation Value basis at the expense of
Borrower by the Appraiser (the "LONG TERM RECEIVABLES
CONTRACTS LENDING FORMULA"), plus";
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(E) the following new Paragraph (a)(v) is added:
"(v) the lesser of:
(A) $10,000,000; or
(B) Y-[(Y/120) x N]
(the "REAL PROPERTY LENDING FORMULA").
For purposes of this Subsection 2.1(a)(v) "Y" means FMV
multiplied by 65% and "N" means the number of months
(or any part thereof) elapsed since the most recent of
(i) the Amendment Effective Date; and (ii) the date of
the most recent Re-appraisal (as defined below) and
"FMV" means the fair market value of the Real Property
as indicated in the most recent of (i) the appraisal
(the "APPRAISAL") of Royal LePage Advisors Inc. dated
July 19, 2005; and (ii) the most recent Re-appraisal.
The Borrower will be entitled, not more than once in
any twelve month period, to have the Real Property
Lending Formula recalculated based on a new appraisal
(a "RE-APPRAISAL") of the Real Property, provided any
such appraisal shall be in form and scope that is in
accordance with typical commercial practice for the
determination of fair market value of real property at
the time and in the circumstances and conducted by an
appraiser satisfactory to the Lender, acting
reasonably;"
(F) Subsection (b) is hereby deleted in its entirety and replaced
with the following:
"(b) Lender may, in its discretion, from time to time reduce or
otherwise revise the Lending Formulas to the extent that
Lender, in good faith, determines that: (i) the general
creditworthiness of the Clients has declined; or (ii) the
liquidation value of any of the Eligible Contracts and
Leases or Eligible Real Property, or any category thereof,
has decreased; (iii) the nature and quality of the Eligible
Contracts and Leases and/or the Eligible Real Property has
deteriorated; or (iv) the fair market value of the Eligible
Real Property has decreased. In determining whether to
reduce or otherwise revise the Lending Formulas, Lender may
consider events, conditions, contingencies or risks which
are also considered in determining Eligible Contracts and
Leases or the Eligible Real Property or in establishing
Availability Reserves."
(v) Section 2.2 of the Loan Agreement (LETTER OF CREDIT ACCOMMODATIONS),
is amended as follows:
(A) Subsection (d) is hereby amended by deleting the reference to
"$12,000,000" and replacing it with "$20,000,000"; and
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(B) Subsection (e) is hereby amended by deleting the words "or
non-renewal" in the last line thereof.
(w) Section 6.3(c) of the Loan Agreement (COLLECTION OF ACCOUNTS), is
hereby amended by deleting the words "or non-renewal" in the last line
thereof.
(x) Section 6.4 of the Loan Agreement (PAYMENTS), is hereby amended by
deleting the words "or non-renewal" in the last line thereof.
(y) The following new Section 7.5(B) is added to the Loan Agreement:
"7.5(B) REAL PROPERTY COVENANTS
With respect to the Real Property: (a) Borrower shall, at its expense,
at any time or times as Lender may request on or after an Event of
Default has occurred and is continuing, deliver or cause to be
delivered to Lender written reports or appraisals as to the Real
Property in form, scope and methodology acceptable to Lender and by an
appraiser acceptable to Lender; (b) Borrower shall keep the Real
Property in good order, repair and marketable condition (ordinary wear
and tear excepted); (c) Borrower shall use the Real Property in
accordance with applicable requirements of any insurance and in
conformity with all applicable laws, unless the failure to conform
would not reasonably be expected singly or when aggregated with any
other nonconformity to have a materially adverse effect on its
business or undertaking or its ability to fulfil its obligations
hereunder; (d) the Real Property is and shall be used in Borrower's
business and not for personal, family, household or farming use; (e)
Borrower shall defend its title to the Real Property against any
adverse claims unless the failure to defend would not reasonably be
expected, singly or when aggregated with any other failure to defend,
to have a materially adverse effect on its business or undertaking or
its ability to fulfil its obligations hereunder; (f) Borrower shall
not surrender, quit claim or grant any easement, right-of-way or other
right or servitude benefiting or burdening the Real Property without
the prior consent of Lender, such consent not to be unreasonably
withheld; and (g) Borrower assumes all responsibility and liability
arising from the use and occupation of the Real Property."
(z) Section 7.6(a)(i) of the Loan Agreement (POWER OF ATTORNEY), is hereby
amended by deleting the reference to "Capital Leases, the Operating
Leases" and replacing it with a reference to "Contracts and Leases".
(aa) Section 8.7 of the Loan Agreement (COMPLIANCE WITH OTHER AGREEMENTS
AND APPLICABLE LAWS), is hereby amended by deleting the reference to
"Capital Leases and the Operating Leases" and replacing it with a
reference to "Contracts and Leases".
(bb) Section 8.9 of the Loan Agreement (ACCURACY AND COMPLETENESS OF
INFORMATION), is hereby amended by deleting the second sentence
thereof in its entirety and replacing it with the following:
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"Borrower represents and warrants that none of the Contracts and
Leases include contractual provisions restricting the assignability
thereof to Lender or to an assignee of Lender upon exercise of any of
the Financing Agreements, with the exception of those restrictive
provisions set out on Schedules 8.9 and 8.9(B) hereof."
(cc) Section 9.3(e) of the Loan Agreement (COMPLIANCE WITH LAWS,
REGULATIONS, ETC.), is hereby amended by deleting the words "or
non-renewal" in the last line thereof.
(dd) Section 9.4 of the Loan Agreement (PAYMENT OF TAXES AND CLAIMS), is
hereby amended by deleting the words "or non-renewal" in the last line
thereof.
(ee) Section 9.21 of the Loan Agreement (COSTS AND EXPENSES), is hereby
amended by deleting the reference to "$750" in Subsection 9.21(g) and
replacing it with a reference to "$800".
(ff) Section 10.2 of the Loan Agreement (REMEDIES), is hereby amended as
follows:
(A) Subsection (b)(xi) is hereby amended by deleting the reference to
"Eligible Capital Leases and Eligible Operating Leases" and
replacing it with a reference to "Eligible Contracts and Leases";
and
(B) Subsection (c)(iii) is hereby amended by deleting the reference
to "Capital Leases and Operating Leases" and replacing it with a
reference to "Contracts and Leases".
(gg) Section 11.5 of the Loan Agreement (INDEMNIFICATION), is hereby
amended by deleting the words "or non-renewal" in the last line
thereof.
(hh) Section 12.1(a) of the Loan Agreement (TERM), is hereby amended by
deleting the following:
"the earlier of: (i) the date which is three (3) years from the date
hereof (the "RENEWAL DATE"), and from year to year thereafter, unless
sooner terminated pursuant to the terms hereof; provided, that, each
of Lender and Borrower may, provided mutually agreed, extend the
original Renewal Date to the date three hundred sixty-five (365) days
from the Renewal Date by giving the other party, as applicable, notice
at least sixty (60) days prior to the Renewal Date and in the event
such option to extend the original Renewal Date to the date three
hundred sixty-five (365) days from the original Renewal Date is
exercised by Lender or Borrower, Borrower shall pay to Lender, upon
the date such option is exercised, a fully earned additional
commitment fee in the amount of $50,000.00. Lender or Borrower may
terminate the Financing Agreements effective on the Renewal Date or on
the anniversary of the Renewal Date in any year by giving to the other
party at least sixty (60) days prior written notice; provided, that,
all Financing Agreements must be terminated simultaneously. Upon the
effective date of termination or non-renewal",
and replacing it with the following:
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"October 31, 2009; provided that the Borrower may request that the
Lender extend the term to October 31, 2010 by giving the Lender notice
in writing at least sixty (60) days prior to October 31, 2009. If the
Lender agrees to such extension by notice in writing to the Borrower
on or before October 31, 2009, the term will thereby be extended to
October 31, 2010."
(ii) Section 12.1(c) of the Loan Agreement (TERM) is hereby amended by
deleting the following in its entirety:
"Amount Period
------- ------
(i) 1.5% of Maximum Credit - From the date hereof to and including the
first anniversary of the date hereof.
(ii) 1.0% of Maximum Credit - After the first anniversary of the date
hereof to and including the second
anniversary of the date hereof.
(iii) 0.5% of Maximum Credit - After the second anniversary of the date
hereof to and including the third
anniversary of the date hereof and if the
term of this Agreement is extended for an
additional year, then to and including the
end of the then current term."
and replacing it with the following:
"Amount Period
------- ------
(i) 1.5% of Maximum Credit - From the date hereof to and including
October 30, 2006.
(ii) 1.0% of Maximum Credit - From October 31, 2006 to and including
October 30, 2007.
(iii) 0.5% of Maximum Credit - From October 31, 2007 to and including
October 30, 2009 and if the term of this
Agreement is extended in accordance with the
terms hereof then to and including the end
of the then current term."
SECTION 5 REPRESENTATIONS AND WARRANTIES
In order to induce Lender to enter into this Second Amendment to the
Loan Agreement, Borrower represents and warrants to Lender the following, which
representations and warranties shall survive the execution and delivery hereof:
(a) all necessary action, corporate or otherwise, has been taken to
authorize the execution, delivery and performance of this Second
Amendment to the Loan Agreement by Borrower;
(b) Borrower has duly executed and delivered this Second Amendment to the
Loan Agreement;
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(c) this Second Amendment to the Loan Agreement is a legal, valid and
binding obligation of Borrower, enforceable against it by Lender 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 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 Loan
Agreement, as amended by this Second Amendment to the Loan Agreement,
continue to be true and correct as of the date hereof; and
(e) no Event of Default, or event which, with the passage of time or
giving of notice or both, would constitute an Event of Default,
exists.
SECTION 6 RENEWAL FEE
Borrower shall pay to Lender a one-time renewal fee in the amount of
USD $150,000, which shall be fully earned as of and payable upon the execution
of this Second Amendment to the Loan Agreement.
SECTION 7 EXPENSES
Borrower shall pay to Lender on demand all reasonable fees and
expenses, including, without limitation, legal fees, incurred by Lender in
connection with the preparation, negotiation, completion, execution, delivery
and review of this Second Amendment to the Loan Agreement and all other
documents, registrations and instruments arising therefrom and/or executed in
connection therewith.
SECTION 8 CONDITIONS PRECEDENT
This Second Amendment to the Loan Agreement shall not be effective
until the Amendment Effective Date and until each of the following conditions
has been satisfied, or has been waived in writing (in whole or in part) by
Lender in its sole discretion. The execution of this Second Amendment to the
Loan Agreement by Lender shall constitute evidence of the satisfaction and/or
waiver of each of the following conditions by Lender:
(a) Lender has received, in form and substance satisfactory to Lender, an
original copy of each of the following documents:
(i) this Second Amendment to the Loan Agreement duly executed and
delivered by Borrower;
(ii) a certificate of compliance issued by Industry Canada in respect
of Borrower;
(iii) an officer's certificate or certificates issued by an authorized
officer of Borrower relating to Borrower and, inter alia, matters
of corporate status, incumbency of officers and corporate power
and authority;
-14-
(iv) a certified copy of a resolution of the board of directors of
Borrower authorizing the execution, delivery and performance of
this Second Amendment to the Loan Agreement; and
(v) an updated Borrowing Base Certificate;
(b) Borrower has paid all fees and disbursements incurred by Lender in
accordance with Section 7 hereof and the renewal fee in the amount of
USD $150,000 payable to Lender in accordance with Section 8 hereof;
(c) Lender shall have received evidence from Borrower (including, without
limitation, any subordinations or releases of any other liens in the
Collateral required by Lender), in form and substance satisfactory to
Lender, that Lender has valid perfected and first priority liens upon
the Collateral, subject only to the liens permitted in the Financing
Agreements;
(d) Lender shall have received, in form and substance satisfactory to
Lender, an opinion letter of Borrower's counsel, XxXxxxxx Xxxxxxxx
LLP, with respect to this Second Amendment to the Loan Agreement;
(e) all consents, waiver, acknowledgements and other agreements from third
persons which Lender may deem necessary or desirable in order to give
effect to the provisions or purposes of this Agreement and the other
Financing Agreements; and
(f) Lender and its counsel, acting reasonably, must be satisfied with the
form and content of all of the Contracts in Backlog and the Long Term
Receivables Contracts of Borrower and must be reasonably satisfied
that the benefits received by Borrower under each of the Contracts in
Backlog and the Long Term Receivables Contracts are assignable to
Lender and any future assignees without the consent of any of the
Clients.
SECTION 9 CONTINUANCE OF THE LOAN AGREEMENT AND SECURITY
The Loan Agreement, as changed, altered, amended or modified by this
Second Amendment to the Loan 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 Second Amendment to the Loan Agreement, all security delivered by
Borrower and/or any Obligor 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 Second Amendment to the Loan Agreement.
SECTION 10 COUNTERPARTS & FACSIMILE
This Second Amendment to the Loan Agreement may be executed in any
number of counterparts, by original 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.
-15-
SECTION 11 GOVERNING LAW
The validity, interpretation and enforcement of this Second Amendment
to the Loan 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.
IN WITNESS WHEREOF the parties hereto have executed this Second
Amendment to the Loan Agreement as of the day and year first above written.
LENDER
WACHOVIA CAPITAL FINANCE BORROWER
CORPORATION (CANADA) IMAX CORPORATION
By: /s/ Xxxxxx Xxxxx By:
--------------------------------- ------------------------------------
Xxxxxx Xxxxx
Title: Vice President Title:
Wachovia Capital Finance ---------------------------------
Corporation (Canada)
Address: Address of Chief Executive Office:
000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 0000 000 Xxxx 00xx Xxxxxx
Xxxxxxx, Xxxxxxx, X0X 0X0 Xxx Xxxx, Xxx Xxxx, 00000
Fax: (000) 000-0000 Fax: (000) 000-0000
Each of IMAX U.S.A. INC., IMAX II U.S.A. INC. and 1329507 ONTARIO INC.
(collectively, the "GUARANTORS" and each a "GUARANTOR") hereby acknowledges,
consents and confirms as follows:
For good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged by the Guarantors), each of the Guarantors hereby
acknowledges, confirms and consents that:
(a) it has reviewed and understands the terms of this Second Amendment to the
Loan Agreement and consents to the amendment of the Loan Agreement as
contemplated herein;
(b) its liability under the guarantee to which it is a party dated February 6,
2004 (each hereinafter referred to as a "GUARANTEE"), is affected by this
Second Amendment to the Loan Agreement;
(c) the "GUARANTEED OBLIGATIONS" (as respectively defined in each Guarantee, as
applicable) shall extend to and include all of the obligations of the
Borrower under the Loan Agreement as amended by this Second Amendment to
the Loan Agreement;
(d) each of the Guarantees shall continue in full force and effect, enforceable
against each of the Guarantors, as applicable, in accordance with its
terms; and
SECTION 11 GOVERNING LAW
The validity, interpretation and enforcement of this Second Amendment to
the Loan 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.
IN WITNESS WHEREOF the parties hereto have executed this Second Amendment
to the Loan Agreement as of the day and year first above written.
LENDER BORROWER
WACHOVIA CAPITAL FINANCE CORPORATION IMAX CORPORATION
(CANADA)
By: By: /s/ G. Xxxx Xxxx
--------------------------------- ------------------------------------
G. Xxxx Xxxx
Title: Title: Senior Vice President
------------------------------ Legal Affairs
Address:
000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 0000 By: /s/ Xx XxxXxxx
Xxxxxxx, Xxxxxxx, X0X 0X0 ------------------------------------
Fax: (000) 000-0000 Xx XxxXxxx
Title: VP Finance Special Projects
Address of Chief Executive Office:
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx, 00000
Fax: (000) 000-0000
Each of IMAX U.S.A. INC., IMAX II U.S.A. INC. and 1329507 ONTARIO INC.
(collectively, the "GUARANTORS" and each a "GUARANTOR") hereby acknowledges,
consents and confirms as follows:
For good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged by the Guarantors), each of the Guarantors hereby
acknowledges, confirms and consents that:
(a) it has reviewed and understands the terms of this Second Amendment to the
Loan Agreement and consents to the amendment of the Loan Agreement as
contemplated herein;
(b) its liability under the guarantee to which it is a party dated February 6,
2004 (each hereinafter referred to as a "GUARANTEE"), is affected by this
Second Amendment to the Loan Agreement;
(c) the "GUARANTEED OBLIGATIONS" (as respectively defined in each Guarantee, as
applicable) shall extend to and include all of the obligations of the
Borrower under the Loan Agreement as amended by this Second Amendment to
the Loan Agreement;
(d) each of the Guarantees shall continue in full force and effect, enforceable
against each of the Guarantors, as applicable, in accordance with its
terms; and
(e) each of the security documents or instruments creating a security interest,
assignment, hypothec, lien, pledge or other charge granted by the
Guarantors to Lender together with all amendments, supplements,
restatements or replacements thereto or therefore from time to time remains
in full force and effect as at the date hereof, in respect of each of the
Guarantors' obligations under the Loan Agreement, as amended by this Second
Amendment to the Loan Agreement
DATED this 16th day of May, 2006.
IMAX U.S.A. INC. IMAX II U.S.A. INC.
Per: /s/ G. Xxxx Xxxx Per: /s/ G. Xxxx Xxxx
-------------------------------- -----------------------------------
Name: G. Xxxx Xxxx Name: G. Xxxx Xxxx
Title: Secretary Title: Secretary
Per: /s/ Xx XxxXxxx Per: /s/ Xx XxxXxxx
-------------------------------- -----------------------------------
Name: Xx XxxXxxx Name: Xx XxxXxxx
Title: Vice President Title: Vice President
1329507 ONTARIO INC.
Per: /s/ G. Xxxx Xxxx
--------------------------------
Name: G. Xxxx Xxxx
Title: Secretary
Per: /s/ Xx XxxXxxx
--------------------------------
Name: Xx XxxXxxx
Title: Vice President
SCHEDULE 1.11
FORM OF BORROWING BASE CERTIFICATE
TO: WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly, CONGRESS FINANCIAL
CORPORATION (CANADA)) (the "LENDER")
RE: Loan Agreement dated February 6, 2004, between the Lender and Imax
Corporation (the "BORROWER"), as amended, modified, supplemented, extended,
renewed, restated or replaced from time to time (the "LOAN AGREEMENT")
________________________________________________________________________________
All capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Loan Agreement.
The undersigned _____________________ being the
______________________________________ and ____________________________ being
the _________________________ of the Borrower, each hereby certifies, as of the
date hereof, in that capacity and without personal liability, as follows:
1. This certificate is being delivered to the Lender by the Borrower pursuant
to the terms of the Loan Agreement.
2. I have made, or caused to made, such examinations or investigations as are,
in my belief, necessary to enable me to make the statements or give the
opinions contained or expressed in this certificate.
3. The availability of Eligible Operating Leases is $__________ (the "ELIGIBLE
OPERATING LEASES AVAILABILITY"), and has been determined as follows:
Value of Operating Leases as set out in Exhibit $__________
1 hereto
Less the Value of Operating Leases set out on -$__________
Exhibit 1 which are not Eligible Operating
Leases
Value of Eligible Operating Leases $__________
Multiplied by the advance rate on Eligible x85%
Operating Leases
Eligible Operating Leases Availability $__________
-2-
4. The availability of Eligible Capital Leases is $__________ (the "ELIGIBLE
CAPITAL LEASES AVAILABILITY"), and has been determined as follows:
Value of Capital Leases as set out in Exhibit 2 $__________
hereto
Less the Value of Capital Leases set out on -$__________
Exhibit 2 which are not Eligible Capital Leases
Value of Eligible Capital Leases $__________
Multiplied by the advance rate on Eligible [X 49% OR X 85%] [NTD:
Capital Leases DETERMINE IN ACCORDANCE WITH
SECTION 2.1]
Eligible Capital Leases Availability $__________
5. The availability of Eligible Finished Goods Inventory is $__________ (the
"ELIGIBLE FINISHED GOODS INVENTORY"), and has been determined as follows:
Value of Finished Goods Inventory as set out in $__________
Exhibit 3 hereto
Less the Value of Finished Goods Inventory set -$__________
out on Exhibit 3 which are not Eligible
Finished Goods Inventory
Value of Eligible Finished Goods Inventory $__________
Multiplied by the advance rate on Eligible [X 31% OR X 85%] [NTD:
Finished Goods Inventory DETERMINE IN ACCORDANCE WITH
SECTION 2.1]
Eligible Finished Goods Inventory Availability $__________
-3-
6. The availability of Eligible Long Term Receivables Contracts is $__________
(the "ELIGIBLE LONG TERM RECEIVABLES CONTRACTS AVAILABILITY"), and has been
determined as follows:
Value of Long Term Receivables Contracts as set $__________
out in Exhibit 4 hereto
Less the Value of Long Term Receivables -$__________
Contracts set out on Exhibit 4 which are not
Eligible Long Term Receivables Contracts
Value of Eligible Long Term Receivables $__________
Contracts
Multiplied by the advance rate on Long Term [X 40% OR X 85%] [NTD:
Receivables Contracts DETERMINE IN ACCORDANCE WITH
SECTION 2.1]
Eligible Long Term Receivables Contracts $__________
Availability
7. The availability of Eligible Real Property is $__________ (the "ELIGIBLE
REAL PROPERTY AVAILABILITY"), and has been determined as follows:
Fair Market Value of Real Property based on $__________("FMV")
most recent of Appraisal or Re-Appraisal
FMV multiplied by 65% [__________]("Y")
Number of months (or part thereof) elapsed [__________]("N")
since the most recent of (i) May 16, 2006, and
(ii) the date of the most recent Re-Appraisal
Application of Real Property Lending Formula of [__________]("Formula Amount")
Y-[(Y/120) x N]
Eligible Real Property Availability being the $__________
lesser of $10,000,000 and the Formula Amount
8. Attached hereto as Exhibit 5 is an analysis of residual values for the
Operating Leases.
9. Attached hereto as Exhibit 6 is an analysis of the Capital Leases reserves.
-4-
10. Based on the Lending Formulas, the aggregate amount of Revolving Loans and
Letter of Credit Accommodations available to the Borrower ("AVAILABLE
REVOLVING LOANS AND LETTER OF CREDIT ACCOMMODATIONS") is:
Eligible Operating Leases Availability per $__________
Section 3 above
Plus Eligible Capital Leases Availability per +$__________
Section 4 above
Plus Eligible Backlog Contracts Availability +$__________
per Section 5 above
Plus Eligible Long Term Receivables Contracts +$__________
Availability per Section 6 above
Plus Eligible Real Estate Availability per +$__________
Section 7 above
Less the Availability Reserves set out on -$__________
Exhibit 7 hereto
Total $__________
11. The aggregate amount of Revolving Loans and Letter of Credit Accommodations
outstanding is $__________ ("OUTSTANDING LOANS"), and has been determined
as follows:
Principal amount of outstanding Revolving Loans $__________
and Letter of Credit Accommodations indicated
in paragraph 11 of the Borrowing Base
Certificate delivered prior to this Certificate
(the "PRIOR CERTIFICATE")
Less the net cash collections made by the -$__________
Lender since the date of the Prior Certificate,
as set out in Exhibit 8 hereto.
Plus the principal amount of Revolving Loans +$__________
made by Lender and other charges payable to
Lender (including adjustments or returned
cheques and other remittances, fees, interest,
costs and expenses) made and/or incurred since
the date of the Prior Certificate, as set out
in Exhibit 9 hereto.
-5-
Plus current undrawn amount of outstanding +$__________
Letter of Credit Accommodations, as set out in
Exhibit 10 hereto.
Aggregate amount of Outstanding Loans $__________
12. The Excess Availability is $__________, and has been determined as follows:
The Lesser of: (a) Available Loans; (b) Maximum $__________
Credit; and (c) Trailing Cash Collections set
out in Exhibit 11 hereto
Less Outstanding Loans -$__________
Less the aggregate amount of due but unpaid tax -$__________
obligations (as set out in Exhibit 12 hereto)
and trade payables which are unpaid 90 days
after the original invoice date for them (as
set out in Exhibit 13 hereto)
Excess Availability $__________
13. No Event of Default exists or has occurred and is continuing.
14. The representations and warranties of the Borrower contained in the Loan
Agreement are true and correct with the same effect as though such
representations and warranties had been made or given at and as of the date
hereof.
15. Nothing in this Certificate will limit the right of the Lender to establish
or revise criteria of eligibility or Availability Reserves or otherwise
limit, impair, or affect in any manner whatsoever the rights of Lender
under the Loan Agreement.
16. In the event of any conflict or inconsistency between the determination of
the Lender of the amount of Available Loans (as made in accordance with the
terms of the Loan Agreement) and the determination by the Borrower of the
amount of Available Loans, the determination of the Lender shall govern.
Dated this ___ day of ________, ____.
----------------------------------------
Name:
----------------------------------
Title:
---------------------------------
----------------------------------------
Name:
----------------------------------
Title:
---------------------------------
LIST OF EXHIBITS
Exhibit 1 - Operating Leases Schedule
Exhibit 2 - Capital Leases Schedule
Exhibit 3 - Backlog Contracts Schedule
Exhibit 4 - Long Term Receivables Contracts Schedule
Exhibit 5 - Analysis of Residual Values
Exhibit 6 - Analysis of Capital Leases Reserves
Exhibit 7 - Availability Reserves Schedule
Exhibit 8 - Listing of cash collections received by Borrower and remitted or to
be remitted to Lender since last certificate
Exhibit 9 - Listing of dollar amount of loans made by Lender and other charges
payable (including adjustments for returned cheques and other
remittances, fees, interests, costs and expenses) to Lender since
last Certificate.
Exhibit 10 - Listing of dollar amounts of current undrawn amounts of outstanding
Letter of Credits Accommodations.
Exhibit 11 - Trailing Cash Collections
Exhibit 12 - Tax Obligations
Exhibit 13 - Accounts Payable Aging
SCHEDULE 1.1(A)
BACKLOG CONTRACTS
IMAX Corporation
inventories - Finished Goods
AS AT MARCH 31, 2006
In US $000's
-------------------------------------------------------------------------------------------------------------------------
Backlog Total
Reference TP Cost Projectors Sound Mar-06
-------------------------------------------------------------------------------------------------------------------------
Delivered Systems Line#
Poland- I.T. #9 (ex-Shinjuku Proj;Snd 00-111) 3 120 269 132 521
Dongguan Sangguan, GT ex-Shanghai Peace sys GL #278 2 511 397 362 1,270
Sofia, I.T. #6, DTAC-0050; x-Xxxx Xxxx Proj 1 173 364 12 549
IT #4, x-Wuerzburg GL #265 4 136 330 164 631
MPX 00, Xxxxx #0, Xxxxxxxxx 22 159 151 46 356
National Buenos Aires; Calgary QTRU, Bochum proj.E-Citi -SndOO 21 148 369 289 806
-------------------------------------------------
Total Delivered Systems 1,247 1,882 1,004 4,133
=================================================
Allocated & Undelivered Systems
AEZ #2-Kolkata, ex-Memphis Proj; DTAC-0055 31 115 294 -- 409
Lahore Punjab Pakistan, x-E-citi#1; Snd-DTAC-0058 25 380 325 705
AEZ #3 P3D projector #000 00 00 000 -- 000
Xxxxxxxxx; X0X projector #283 55 209 137 -- 346
Bangalore-Xxxxxxx; P3D projector #285 57 171 137 -- 308
SKS-Epic #2; x-Miami system GL#212 54 147 228 147 523
MPX29, AMC SITE #5 69 43 201 27 272
MPX 30, Xxx Xxxxxx-Nat'l#5 23 58 201 27 287
MPX31, Colleyville 7 55 201 27 283
MPX 32, Perm Russia 27 148 125 27 301
MPX 33, UFA Russia 41 125 125 27 278
MPX 00, Xxxx Xxxxx 12 152 125 27 305
MPX 35, Chennai India 29 157 106 27 290
MPX 36 Xxxxxxxx, Giencourt#1 36 116 125 20 261
MPX 37 CJ#3 ILsan 11 79 125 20 224
Guatemala City 3DSR; DTAC-0055 (sound) 5 219 315 73 607
MPX38, Midwest#1 St. Xxxxxxx, Minn 8 33 24 21 78
MPX39, Xxxxxxxx#1-Batavia, Illinois 9 39 125 27 192
MPX40, Lark#2-HangZhou 32 91 115 207
-------------------------------------------------
Total Allocated & Undelivered Systems 2,425 3,174 500 6,099
=================================================
Unallocated New Systems:
x-Hardeeville snd 00-03 GL #363 287 287
------------------------------------------------
Total Unallocated New Systems 0 287 -- 287
=================================================
Unallocated Used Systems:
x-Honolulu, Hawaii-Bishops Musium, DDP11 #189 0 204 332 536
x- Bucharest (xIT #6)-x-Flint & x- LA proj; x-Lisbonsound #129-327 0 407 306 713
x-Auckland system #232 (in theatre) 0 203 166 370
x-Caesars Forum Ride system #234 0 3 3 6
x-White Plains (TP415) 138 138
x-Franfurt sound system GL155 -- 126 126
X-Bochum sound only 79 79
ex-Vienna 3D 7 5 12
x-New Port Sound 135 135
-------------------------------------------------
Total Unallocated Used Systems 0 963 1,152 2,115
=================================================
Returned - Partial Systems:
ex-Munich Tech($20K-Lens; Balance=QTRU) 62 62
ex-Bournemouth (IT #4) QTRU & Platters 0 33 -- 33
ex-Capetown GL #143 (Proj=QTRU at Durban) 0 32 -- 32
Paris - La Defense #093, Sound only 0 29 29
x-Newport-P60 lens & QTRU #229-returning to stock 8 8
-------------------------------------------------
Total Returned - Partial Systems 0 135 29 164
=================================================
Installed & Re-Allocated Systems (prior periods):
Xxxxx Xxxxxx - Xxxxxx 00 00
Xxxxxxx Xxxxx 3D MPX (SUC) #0- Xxxxxx 00 00
XxXxxxxxxxx Xxxxxx - Screen 00 00
Xxxxx Xx/xxxxxxxxxx, Xxxxxx - Screen 49 49
Lodz, Poland IT 8 - Screen --
-------------------------------------------------
Total Installed & Re-Allocated Systems (prior periods) 273 -- -- 273
=================================================
DKP Videos & Merchandise /O&O 237 237
=================================================
Finished System Total 3,945 6,440 2,686 13,307
=================================================
SCHEDULE 1.1(B)
LONG TERM RECEIVABLES CONTRACTS
IMAX CORPORATION
LONG TERM RECEIVABLE
MARCH 31, 2006
----------------------------------------------------------------------------------------------
ENDING
THEATRE # THEATRE NAME BALANCE ST LT
----------------------------------------------------------------------------------------------
T016 Ft. Worth Museum of Science & History 44,375 44,375 --
T070 Portland 14,600 14,600 --
T135 Xxxxxxx Space Centre Galaxy 3D 773,226 92,327 680,899
T140 Chattanooga 750,000 750,000 --
T153 Duluth Entertainment Center 39,833 39,833 0
T163 Sinsheim 395,000 395,000 --
T201 Halifax 13,000 13,000 --
T219 Lancaster, (Buffalo) NY (Regal #1) 935,861 468,387 467,473
T272 Seattle IMAX Pacific Science Center 3D 39,000 26,000 13,000
T330 Prague, IT Intl #3 1,100,336 70,724 1,029,612
T380 Wroclaw, Poland (IT Intl #7 Poland) 859,785 62,889 796,896
T393 Salt Lake City (Children's Museum) 161,524 92,367 69,157
T395 Atlantic City 320,766 38,855 281,911
T401 Moscow#1, Russia 379,216 55,427 323,789
T422 New Delhi 230,335 159,115 71,220
T426 Interlomas, Mexico 435,000 290,000 145,000
T429 Beijing, Shanghai United Cinema #1 343,748 46,274 297,474
T432 Shanghai Peace Cinema, SUC#3 269,874 36,153 233,721
T440 Oviedo, Spain (Yelmo) 146,158 31,435 114,723
T441 Yelmo-Malaga 288,200 38,562 249,638
T441 Yelmo-Malaga 27,954 -- 27,954
T441 Yelmo-Malaga 400,000 -- 400,000
T453 National Amusements-Springdale, Ohio 150,129 18,000 132,129
X000 Xxxxxxxx Xxxxxxxxxx-Xxxxx Xxxxxx, XX 150,129 18,000 132,129
T455 National Amusements-Louisville, Kentucky 150,129 18,000 132,128
T456 National Amusements-Manchester, Connecticut 150,129 18,000 132,129
X000 Xxxxxxxx-Xxxxxxxxx, XX 255,877 23,688 232,189
T462 Perisur 295,901 36,009 259,891
T463 Cinepolis#2-Monterrey 304,784 35,612 269,172
T469 Kazan 180,000 -- 180,000
T470 Hong Kong #1 1,041,230 754,886 286,344
T498 Guadalajara 309,225 35,413 273,812
T551 St. Louis County 318,792 35,085 283,708
T551 St. Louis County 120,000 -- 120,000
T557 Xxxxx 314,982 35,156 279,826
T561 Cuernavaca 330,885 34,436 296,450
T568 KSC Upgrade 797,961 450,510 347,451
T569 Winnipeg 921,186 191,163 730,023
T573 Xxxx Mexico 635,222 48,719 586,503
--------------------------------------
TOTAL 14,394,353 4,518,001 9,876,352
======================================
SCHEDULE 8.4
EXISTING LIENS
SCHEDULE 8.9(B)
SUMMARY OF ASSIGNABILITY PROVISIONS IN CONTRACTS IN LONG
TERM RECEIVABLES CONTRACTS
LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
T016 IMAX The Fort Worth June 2005 X The original
Corporation Museum of Science agreement made
and History between these
parties in May
1980 is also
silent on the
assignability of
IMAX interests.
T070 IMAX The Oregon Museum Nov 1, 2002 X
Corporation of Science and
Industry
T135 IMAX DNC Parks and Sep 23, 2005 None of the rights, duties
Corporation Resorts at KSC, and obligations of the
Inc. client or IMAX may be
assigned without the prior
written consent of the
other party, which consent
shall not be unreasonably
withheld. Assignment shall
include any assignment by
operation of law, or as a
result of any change of
control, merger, transfer,
consolidation or other
transaction. (Section 15)
T140 IMAX Tennessee Mar 30, 2006 X This is an
Corporation Aquarium agreement whereby
the client has
purchased the
IMAX system from
IMAX. The
original lease
dated March
-2-
LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
1, 1996 was
silent on the
assignability of
IMAX interests.
T153 IMAX The Duluth Oct 6, 1994 X The latest
Corporation Entertainment and agreement between
Convention Center these parties is
Authority dated October 18,
2005 and is an
upgrade
agreement. This
agreement is also
silent on the
assignability of
IMAX interests.
T163 IMAX Xxxxxxxx Mar 31, 2006 X The latest
Corporation Veranstaltun agreement between
gs Und Messe GmbH the parties is
& Co. KG for the purchase
of an IMAX
system. The
original lease is
between the
parties all
provided that
IMAX may assign
any of its
rights, duties
and obligations
to an affiliate
at any time
without prior
written notice to
or consent of the
lessee.
(S. 14(1)).
T171 IMAX The Xxxxxxxx Xxxx 18, 1996 None of the rights, duties
Corporation Center for and obligations of either
Science and the party may be assigned
Arts without prior written
consent of the other,
provided that IMAX may at
any time assign this
agreement to any
wholly-owned (either
directly or indirectly)
subsidiary of IMAX, so
long as such assignee
remains a subsidiary.
(Section 14(1)).
-3-
LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
T201 IMAX Empire July 3, 1997 X
Corporation Theatres Limited
T219 IMAX Regal Cinemas, June 23, 1997 X The latest
Corporation Inc. agreement between
these parties
dated December
30, 2005 is for
the purchase of
the IMAX system.
This agreement is
silent as to
assignability.
T231 IMAX Cinema Plus Dec 31, 1997 X
Corporation Limited
T269 IMAX Adlabs Films December 17, None of the rights, duties
Corporation Limited 1998 and obligations of IMAX
may be assigned without
the prior written consent
of the Lessee except that
IMAX may assign any of its
rights, duties and
obligations to an
affiliate of IMAX so long
as such remains an
affiliate. (Section
13(1)).
T272 IMAX Specific Science Jan 5, 1996 X In the original
Corporation Center Foundation lease dated May
4, 1979, now
superseded by the
agreement dated
January 5, 1996,
Section 22
provided for a
restriction on
assignment except
with prior
written consent
of the other
party.
T313 IMAX River Theatre Dec 20, 1999 IMAX may assign
Limited the agreement
or any
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LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
Limited Associates of its rights,
Limited duties and
obligations to
any affiliate of
IMAX without
notice to or
consent of the
client. An
entity will be
deemed to be an
affiliate of
IMAX if IMAX
owns a majority
of the voting
interests of the
entity. (Section
14(m)).
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LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
T324 IMAX Xxxxxxx Xxxxx Mar 1, 2000 Either party may assign The only executed
Limited Corporation the agreement or any lease agreement in this
agreement or any of its file is a letter
rights, duties or agreement between
obligations to an IMAX Limited and
affiliate of the party Xxxxxxx Xxxxx
without notice to or Corporation dated
consent of the other March 1, 2000 to
party, provided that the develop up to 3
assignor shall remain IMAX theatres,
bound as a guarantor of one of which is
the assignee's duties and to be located in
obligations in the event Las Vegas,
that the other party Nevada. The lease
reasonably requires the agreement
same to ensure ongoing attached as a
compliance with the schedule to this
agreement. For the agreement
purposes of the clause, an contains similar
entity will be deemed to language,
be an affiliate if the providing IMAX
assignor owns a majority the ability to
of the voting interests of assign the
the entity, or if the agreement to any
entity is a limited of its affiliates
liability corporation and without notice to
the assignor is the or consent of the
managing member of the other party, and
limited liability to a third party
corporation. Either party with consent.
may assign the agreement
or any lease agreement or
any of its rights, duties
or obligations under the
agreement to a third party
only with the prior
written consent of the
other party, which consent
shall not be unreasonably
withheld. (Section 11)
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LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
T330 IMAX I.P. Sep 25, 1998, IMAX may assign the
Corporation International Aug 31, 2001, agreement or any of its
Theatres Limited Apr 30, 2002 rights, duties or
and Jan 10, obligations to an
2003 affiliate of IMAX without
notice to or consent of
the lessor provided IMAX
shall remain bound as a
guarantor of the
assignee's duties and
obligations in the event
the lessor reasonably
requires the same to
ensure ongoing compliance
with the agreement. For
the purposes of this
clause an entity will be
deemed to be an affiliate
of IMAX if it owns a
majority of the voting
interests of the entity.
IMAX may assign to a third
party only with prior
written consent. (Section
14(m))
T360 IMAX Prasad Dec 20, 2000 IMAX may assign
Limited Productions the agreement or
Limited any of its
rights, duties
and obligations
to any affiliate
of IMAX without
notice to or
consent of the
client. (Section
13(m))
The agreement is
silent on
assignment by
IMAX to a third
party.
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LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
T393 IMAX Salt Xxxx Xxx 00, 0000 Xxxx of the rights, duties
Corporation County and obligations of IMAX
may be assigned without
prior written consent,
which shall not be
unreasonably withheld.
(Section 14(1)).
T395 IMAX Adamar of New Jul 30, 2004 IMAX may assign
Corporation Jersey Inc. and Dec 21, the agreement or
2001 any of its
rights, duties
and obligations
to its lenders
from time to
time or to any
affiliate of
IMAX without
notice to or
consent of the
client. (Section
16.01)
The agreement is
silent on
assignability to
third parties.
T401 IMAX II BSC Media Jun 21, 2002 If IMAX assigns
USA Inc. Limited and Sep 30, its rights and
2003 obligations
under the
agreement it
shall provide
the lessee with
written notice
of such
assignment,
however, any
delay by IMAX in
providing such
notification
will not
constitute a
breach of the
terms of the
agreement.
(Section
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LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
16.01)
T422 IMAX Xxxxxxx Xxx 000, 0000 XXXX has the right at its
Corporation Entertainment sole discretion to assign
Private Limited its rights and obligations
and Aerens under the agreement to one
Developers and or more affiliates of
Engineers Limited IMAX, subsidiaries, group
companies or special
purpose company(ies) to be
set up by IMAX, provided
that such proposed
assignee has the requisite
technical know-how,
competence and experience
to perform the obligations
of IMAX, provided that
IMAX informs Aerens of the
assignment in writing, and
provided further that IMAX
provides an undertaking in
respect of performance by
such assignee(s). Subject
to the foregoing, none of
the rights, duties, and
obligations of either
party hereunder may be
assigned without the prior
written consent of the
other party. (Section
17.01(b)).
Assignment includes any
assignment by operation of
law, or as a result of any
change of control, merger,
transfer, consolidation or
other transaction.
(Section 17.01(c)).
T426 IMAX Jafif Penhos Jun 30, 2003 X
Corporation Xxxxx
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LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
T429 IMAX Shanghai United Sep 12, 2003 IMAX may assign
Corporation Cinema Line Co. the agreement or
Limited and any of its
Orient rights, duties
International and obligations
Holding Shanghai to any affiliate
Foreign Trade Co. of IMAX without
Limited prior notice to
or the consent
of the Lessees.
However, IMAX
shall provide
notice to
Shanghai United
Cinema Line
Co. Limited
after such
assignment and
shall guarantee
the performance
of its
affiliate. An
entity will be
deemed to be an
affiliate of
IMAX if IMAX
owns a majority
of the voting
interests of the
entity.
(Section 18.01)
The lease is
silent on the
assignability by
IMAX to third
parties
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LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
T432 IMAX Shanghai United Jun 30, 2003 IMAX may assign
Corporation Cinema Line Co. the agreement or
Limited and any of its
Orient rights, duties
International and obligations
Holding Shanghai to any affiliate
Foreign Trade Co. of IMAX without
Limited prior notice to
or the consent
of the Lessees.
However, IMAX
shall provide
notice
to Shanghai
United Cinema
Line Co. Limited
after such
assignment and
shall guarantee
the performance
of its
affiliate. An
entity will be
deemed to be an
affiliate of
IMAX if IMAX
owns a majority
of the voting
interests of the
entity.
(Section 18.01)
The lease is
silent on the
assignability by
IMAX to third
parties
-11-
LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
T439 IMAX Nanjing Juvenile Dec 21, 2003 X This agreement is
Corporation Science and for the purchase
Technology of an IMAX Dome
Activity Center S.R. system.
Co. Limited and
China Precision
Machinery Harbin
Corp.
T440 IMAX Yelmo Films Dec 24, 2003 X
Corporation and Apr 7,
2005
T453 IMAX National Aug 6, 2004 IMAX may assign This agreement
through Corporation Amusements Inc. the agreement to covers
T456 any of its Springdale, Ohio,
affiliates White Plains, New
without notice York, Louisville,
to or consent of Kentucky, and
the lessee. Manchester,
(Section 15(n)). Connecticut.
The agreement is
silent on IMAX
assignability to
third parties
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LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
T459 IMAX Cinemark USA Oct 21, 1997 X An additional
Corporation Inc. agreement for the
sale of an IMAX
projection system
and licence and
trademark dated
July 27, 2004
provides that
IMAX may assign
the agreement to
affiliates, but
does not specify
assignability to
third parties.
(Section 15(m)).
T462 IMAX Cinepolis del Nov 1, 2004 IMAX must provide written
Corporation Pais s.a. de C.V. notice of any assignment
and Cinemas de la of the agreement, provided
Republica s.a. de that IMAX shall not assign
C.V. and to a competitor of the
Importadoray client in Mexico without
Exportadora the client's prior
Michoacana, s.a. consent. (Section 15)
de C.V.
T463 IMAX Cinemas de la Sep 9, 2004 IMAX must provide written
Corporation Republica s.a. de notice of any assignment
C.V. and of the agreement, provided
Importadoray that IMAX shall not assign
Exportadora to a competitor of the
Michoacana, s.a. client in Mexico without
de the client's prior
consent. (Section 15)
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LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
C.V.
T469 IMAX Xxxxx-Xxxxx Oct 20, 2004 X The agreement is
Corporation Company Limited for the purchase
and sale of an
IMAX projection
system and the
associated
trademark licence
and the provision
of maintenance
services.
T469 IMAX Lark Dec 22, 2004 X
Corporation International
Multimedia
Limited
T488 and IMAX CJ CGV Co. Oct 4, 2005 X
T489 Corporation Limited and Park
No Chan
T551 IMAX Xxxxxxxxxx Inc. Jun 15, 2005 IMAX cannot assign its
Corporation rights or obligations
under the agreement
without the prior written
consent of the client,
which consent shall not be
unreasonably withheld,
delayed or conditioned,
provided, however, that,
notwithstanding anything
herein to the contrary,
IMAX may assign the
agreement to any entity
with which IMAX has merged
or which controls all or
substantially all of
IMAX's assets or stock or
which is controlled by or
is under common control
with IMAX, provided IMAX
agrees to remain liable
for all obligations under
the
-14-
LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
agreement. (Section
16.01(b)).
T557 IMAX Xxxxx X. Xxxxxx Aug 4, 2005 IMAX cannot assign any of
Corporation Theatres Inc. its obligations under the
agreement without the
prior written consent of
the client. IMAX shall be
entitled to assign this
agreement pursuant to any
financing initiative
undertaken by IMAX without
the client's consent,
provided that any such
assignment is subject to
the client's rights
pursuant to the agreement.
(Section 16.01).
T561 IMAX Cinemex Xxxxx, Sep 1, 2005 IMAX shall not assign its This agreement is
Corporation s.a. de C.V. obligations under this for the purchase
agreement without the of an IMAX
prior written consent of system. An
the client. IMAX shall be agreement for
entitled to assign the trademark licence
agreement in connection and maintenance
with any financing between the same
undertaken by IMAX without parties contains
the consent of the client the same
provided that any such assignability
assignment does not affect clause.
and is subject to client's
continuing rights under
the agreement, does not
change the manner (but not
the account) to which the
client shall make payments
hereunder, and does not
give any lender the right
to suspend or terminate
the client's rights under
the agreement if the
client is not in material
default under the
agreement. (Section 14.01)
-15-
LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
T569 IMAX North Portage Dec 22, 2005 X There is no
Corporation Theatre assignability
Corporation provision in the
current lease
which supersedes
a lease made
August 7, 1986
which did
restrict
assignability by
both parties
without the prior
express written
consent of the
other party.
(Section 21.04).
T573 IMAX Patronato de Dec 22, 2005 X
Corporation Explora
-16-
SUMMARY OF ASSIGNABILITY PROVISIONS IN CONTRACTS IN BACKLOG
LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
406 Imax Sanyuan Yinghui Sep 30, 2002 X
Corporation Investment and
Development Co.
Limited
485 Imax Business Feb 24, 2004 X
Corporation Trading Company
560 Imax McColleyvil le Aug 30, 2005 X
Corporation Operations, L.P.
579 Imax Midwest Fitters Mar 31, 2006 X
Corporation Corporation
577 Imax Xxxxxxxx Mar 8, 2006 X
Corporation Quality Fitters
Inc.
444 Imax Editorial Mar 3, 2005 X
Corporation Vision TRES Mil
-17-
LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
Uno S.A.
423 Imax Samurai Dec 30, 2005 IMAX has the right to
Corporation Entertainment assign to subsidiaries,
Private Ltd. and group companies or special
Aerens Developers purpose companies to be
and Engineers set up by IMAX provided
Ltd. IMAX informs Aerens of
such assignment in writing
and provides an
undertaking in respect of
the performance of such
assignees. The agreement
may not be assigned in any
other case without prior
written consent of the
other party. (Section
14.01(b))
466 Imax The Governor of Sep 28, 2004 X This agreement is
Corporation the Punjab, for the purchase
Pakistan of an IMAC
projection and
license of
trademark
thereof.
452 Imax Guangdong Aug 2, 2004 X
Corporation Provincial
Machinery and
Electric
Equipment
Tendering Company
and Preparatory
Office of
Guangdong Science
Centre
449 Imax Xxxxxxx Jun 30, 2004 X
Corporation Enterprises
-18-
LEASE
SILENT RE. LEASE RESTRICTS
ASSIGNMENT IMAX INTERESTS ASSIGNABILITY OF IMAX
DATE OF OF IMAX EXPRESSLY INTERESTS (WITH APPLICABLE
ITEM NO. LESSOR LESSEE LEASE INTERESTS ASSIGNABLE RESTRICTIVE LANGUAGE) NOTES
-------- ----------- ----------------- ------------- ---------- ---------------- -------------------------- -----------------
Corporation (India) Pvt.
Limited
566 Imax SKS Holdings, LLC Sep 29, 2005 X
Corporation
497 Imax American May 2, 2005 X
Corporation Multi-Cinema Inc.
467 Imax Panorama Cinemas Sep 30, 2004 X
Corporation
559 Imax Ooo Ba-Dek Sep 30, 2005 X
Corporation Leasing
450 Imax Giant Screen Jun 30, 2004 X
Corporation Exhibition and
Company Private Mar 16, 2005
Limited
570 Imax Giencourt Dec. 15, 2005 X
Corporation Investments S.A.
SCHEDULE 9.9
EXISTING INDEBTEDNESS
1. 9 5/8% Senior Notes due December 1, 2010, as at January 30, 2004 amount
outstanding is $160,000,000;
2. Loan Agreement dated February 6, 2004 between Congress Financial Corporation
(Canada) as amended by a first amendment to the loan agreement made as of June
30, 2005 pursuant to which certain credit facilities were established in favour
of Borrower.
SCHEDULE 9.10
EXISTING LOANS, ADVANCES AND GUARANTEES
None.
