SUPPLEMENTAL INDENTURE





     Supplemental Indenture (this "Supplemental Indenture"), dated as of

April 1, 2004 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"), Taurus-Littrow Productions Inc.

and 3D Sea II Ltd. (each, a "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, providing for the issuance of 9 5/8% Senior Notes due 2010

(the "Securities");



     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 Supplemental Indenture.



     NOW THEREFORE, in consideration of the foregoing and for other good and

valuable consideration, the receipt of which is hereby acknowledged, each

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. Each 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 each 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 either of the Guaranteeing

Subsidiaries (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 each 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 or

assignee, all subject to the terms and conditions hereof. This is a Guarantee of

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC