AMENDMENT NUMBER ONE
TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This AMENDMENT NUMBER ONE TO AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT (this “ Amendment ”) is entered into as of November , 2005, by WELLS
FARGO FOOTHILL, INC. , a California corporation (“ Lender ”), and IMAGE ENTERTAINMENT,
INC. , a Delaware corporation, f/k/a Image Entertainment, Inc., a California corporation, (“ Borrower ”), with
reference to the following:
WHEREAS , Borrower and Lender are parties to that certain Amended and Restated Loan and
Security Agreement, dated as of August 10, 2005 (as amended, restated, supplemented, or otherwise modified
from time to time, the “ Loan Agreement ”);
WHEREAS , Borrower has requested that Lender make certain amendments to the Loan
WHEREAS , subject to the terms and conditions set forth herein, Lender is willing to make the
amendments requested by Borrower.
NOW, THEREFORE , in consideration of the foregoing and the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Loan Agreement, as amended hereby.
2. Amendments to Loan Agreement .
(a) Section 1.1 of the Loan Agreement is hereby amended by adding the following
defined terms in alphabetical order or amending and restating the following definitions in their entirety, as the case
“ Maximum Revolving Credit Amount ” means (a) during the period from and including April 15
through and including October 31 of each year, Twenty-One Million Dollars ($21,000,000) and (b) during any
other period, Twenty-Five Million Dollars ($25,000,000).
3. Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute