FIRST AMENDMENT TO
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this
"Amendment") is made and entered into as of April 28, 2000 by and among IMAGE ENTERTAINMENT,
INC., a California corporation ("Image") and MICHAEL LOPEZ, an individual ("Lopez"), with reference to the
A. Image and Lopez are currently all of the members of, and Lopez is currently the manager of, Aviva
International, LLC, a California limited liability company (the "Company"), and Image and Lopez have entered
into the Limited Liability Company Operating Agreement of Aviva International, LLC dated as of June 21, 1999
(the "Operating Agreement"). Terms used without definition shall have the meanings ascribed to such terms in the
B. Image and Lopez desire to amend the Operating Agreement in the manner set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Image and Lopez hereby agree that the first Fiscal Year of the Company ended on December 31, 1999. In
addition, Section 1.21 of the Operating Agreement is hereby amended to read in its entirety as follows:
"1.21 "Fiscal Year". "Fiscal Year" means the Company's fiscal year, which shall be the period commencing on
January 1 of each year through and including December 31 of such year."
2. Article 1 of the Operating Agreement is hereby amended by adding the following definitions:
"1.59 "Tier 1 Distributions". "Tier 1 Distributions" shall have the meaning set forth in Section 7.1.1 hereof.
"1.60 "Tier 2 Distributions". "Tier 2 Distributions" shall have the meaning set forth in Section 7.1.2 hereof.
"1.61 "Undistributed Tier 1 Distributions". "Undistributed Tier 1 Distributions" means Seven Hundred Fifty
Thousand Dollars ($750,000), minus the cumulative amounts previously distributed to the Members with the