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AMENDMENT NUMBER EIGHT TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NUMBER EIGHT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), is effective as of
December 31, 2002, between FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), with a place of
business located at 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California 90404, and IMAGE
ENTERTAINMENT, INC. , a California corporation ("Borrower"), with its chief executive office located at 9333 Oso Avenue,
Chatsworth, California 91311, with reference to the following facts:
WHEREAS, Borrower has requested that Foothill amend that certain Loan and Security Agreement dated as of
December 28, 1998 (as amended, restated, supplemented or otherwise modified from time to time, the "Agreement"), between
Foothill and Borrower as set forth herein; and
WHEREAS , Foothill is willing to so amend the Agreement in accordance with the terms and conditions hereof.
NOW, THEREFORE , in consideration of the above recitals and the mutual promises contained herein, Foothill and
Borrower hereby agree as follows:
SECTION 1. DEFINED TERMS.
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
SECTION 2. AMENDMENTS TO THE AGREEMENT.
(a) Section 1 of the Agreement is hereby amended by adding the following definition in alphabetical order:
" Eighth Amendment Fee " has the meaning set forth in Section 2.10(h) .
(b) Section 2.10 of the Loan Agreement is hereby amended by deleting the word "and" at the end of clause (f), by
deleting the period at the end of clause (g) and replacing it with ", and", and by adding the following new clause (h):
"(h) Eighth Amendment Fee. An amendment fee in the amount of $7,000 (the " Eighth Amendment Fee "), which
amendment fee shall be fully earned and non-refundable as of