AMENDMENT NUMBER ELEVEN TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NUMBER ELEVEN TO LOAN AND SECURITY
AGREEMENT (this “Amendment”), is effective as of March 31, 2004, between WELLS FARGO
FOOTHILL, INC., a California corporation (“Foothill”), formerly known as Foothill Capital Corporation, 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 , subject to the satisfaction of the conditions set forth herein, 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:
“ Eleventh Amendment Fee ” has the meaning set forth in Section 2.10(j) .
(b) Section 2.10 of the Agreement is hereby amended by deleting the word “and”
at the end of clause (h), by deleting the period at the end of clause (i) and replacing it with “, and”, and by adding
the following new clause (j):