TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Agreement") dated this 25th day of
February, 1997, by and between IMAGE ENTERTAINMENT, INC. a California Corporation ("Borrower")
and UNION BANK OF CALIFORNIA, N.A. ("Bank").
Whereas, Borrower and Bank have previously entered into that certain Loan Agreement, dated December 17,
1996, ("The Loan Agreement"), pursuant to which Bank has agreed to make certain loans and advances to
Borrower and Amendments thereto dated February 5, 1997. ("the Agreement").
Whereas, Borrower has requested that Bank agree to amend certain provisions contained in the Loan
Whereas, Borrower and Bank have agreed and intend to hereby amend the Loan Agreement.
Now, therefore, the parties hereby agree as follows:
1. DEFINED TERMS. Initially capitalized terms used herein which are not otherwise defined shall have the
meaning assigned thereto in the Agreement
2. AMENDMENT TO THE AGREEMENT.
(a) Section 1.1 the Revolving line shall be deleted in its entirety and a new section 1.1 shall be added as follows:
1.1 THE REVOLVING LOAN. Bank will loan to Borrower an amount not to exceed Twenty Million Dollars
($20,000,000) outstanding in the aggregate at any one time (the "Revolving Loan"). Borrower may borrow,
repay and reborrow all or part of the Revolving Loan in amounts of not less than One Hundred Thousand Dollars
($100,000) in accordance with the terms of the Revolving Note. All borrowings of the Revolving Loan must be
made before November 30, 1998 at which time all unpaid principal and interest of the Revolving Loan shall be
due and payable. The Revolving Loan shall be evidenced by a promissory note (the "Revolving Note") on the
standard form used by Bank for commercial loans. Bank shall enter each amount borrowed and repaid in Bank's
records and such entries shall be deemed to be the amount of the Revolving Loan outstanding absent manifest
error. Omission of Bank to make any such entries shall not di