Exhibit 4.4







Exhibit 4.4




SECOND AMENDMENT AGREEMENT




SECOND AMENDMENT AGREEMENT (this “Agreement”), dated as of November 15, 2009, by and among Image Entertainment,
Inc., a Delaware corporation, with headquarters located at 20525 Nordhoff Street, Suite 200, Chatsworth, California
91311 (the "Company”), and Portside Growth and Opportunity Fund (the “Investor”).



WHEREAS:



A. The Company executed that certain Amended and Restated Senior Secured Convertible Note in favor of the
Investor, originally issued as of August 30, 2006 and as amended as of July 30, 2009 pursuant to the terms of the
Second Amendment and Exchange Agreement dated as of July 30, 2009 by and among the Company and the Investor (as amended
by the Amendment Agreement dated as of October 28, 2009, the “Amendment and Exchange Agreement”), in the principal
amount of $15,700,972.60 (the “Amended and Restated Note”).



B. The Company and the Investor desire to enter into an amendment to the Amended and Restated Note as set forth
herein. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to
them in the Amended and Restated Note, as amended hereby or in the Amendment and Exchange Agreement, as appropriate.



NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the
Company and the Investor hereby agree as follows:




	 	1.	 	AMENDMENT TO AMENDED AND RESTATED NOTE.






(a) Effective as of the execution of this Agreement by the Company and the Investor and the payment of $100,000 of
the Legal Fees, the defined term “Contingent Installment Date,” as defined in Section (28)(j) of the Amended and
Restated Note, is hereby amended in its entirety to read as follows:



(j) “Contingent Installment Date” means (x) if the Company has entered into a written
agreement for the sale of all or substantially all of its assets on or prior to December
11, 2009 that, upon consummation of the transaction contemplated thereby, would result in a
Change of Control of the Company and its Subsidiaries, January 30, 2010 (or such earlier
date such agreement has been terminated or otherwise ceases to be in full force and effect,
solely to the extent such date is after December 11, 2009) or (y) otherwise, December 11,
2009.



(b) Ratification. Except as otherwise expressly provided herein, the Securities Purchase Agreement, the
Amendment and Exchange Agreement and each other Transaction Document and the Security Documents, is, and shall continue
to be, in full force and effect and is hereby ratified and confirmed in all respects. For the avoidance of doubt, the
Investor shall have the right to deliver an Installment Notice for both the payment due on the Contingent Installment
Date and the payment due on the January 30, 2010 Installment Date.


 


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	 	2.	 	REPRESENTATIONS AND WARRANTIES.






(a) Each of the Investor and the Company hereby represents and warrants to the other party, as of the date hereof:



(i) Each of the Investor and the Company has the requisite corporate power and authority to execute and
deliver this Amendment, and to perform its obligations hereunder and under the Amended and Restated Note (as
amended or modified hereby). The execution, delivery and performance by each of the Company and the Investor
of this Amendment have been duly approved by all necessary corporate action and no other corporate proceedings
are necessary to consummate such transactions.



(ii) This Amendment has been duly executed and delivered by each of the Company and the Investor. This
Amendment is the legal, valid and binding obligation of each of the Company and the Investor, enforceable
against each of them in accordance with its terms, except as such enforceability may be limited by general
principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and
other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and
remedies, and is in full force and effect.



(b) The Company hereby represents and warrants to the Investor as of the date hereof:



(i) No Conflicts. The execution, delivery and performance of this Agreement by the Company and
the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a
violation of any certificate of incorporation, certificate of formation, any certificate of designations or
other constituent documents of the Company or any of its Subsidiaries, any capital stock of the Company or any
of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a default) in any respect under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a
violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state
securities laws and regulations and the rules and regulations of the Principal Market applicable to the
Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries
is bound or affected.



(ii) Consents. Neither the Company nor any of its Subsidiaries is required to obtain any
consent, authorization or order of, or make any filing or registration with, any court, governmental agency or
any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform
any of its obligations under or contemplated by this Agreement, in each case in accordance with the terms
hereof or thereof, other than those which have been obtained.



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	 	3.	 	FEES AND EXPENSES.






(a) The Company agrees to reimburse the Investor for the actual and anticipated legal fees and expenses of Bingham
McCutchen LLP (“Bingham”) and any third party advisors incurred on a pre-petition basis through December 11, 2009 and including,
but not limited to, in connection with the review and negotiation of this Agreement and the review and negotiation of
certain other agreements and strategies with respect to the sale of all or substantially all of the Company’s assets,
such legal fees and third party advisor fees not to exceed $150,000 in the aggregate (the “Legal Fees”). The first
$100,000 of the Legal Fees shall be paid on November 16, 2009 via wire transfer to an account designated by the
Investor. The remaining $50,000 shall be paid, in the same manner as the first installment, immediately upon receipt
by the Company of a request from the Investor accompanied by a
reasonably detailed description (as determined by Investor in its
sole and absolute discretion) as to how the first
installment was applied. It is acknowledged and agreed by the Company that (i) if either the November 16, 2009
installment or the second installment is not received by the Investor in accordance with terms of this Section 3(a),
this will automatically represent and give effect to an Event of Default under Sections 4(v) and 4(x) of the Amended
and Restated Note; and (ii) the Investor, Bingham and any advisors engaged on their behalf shall be under no obligation
to undertake the negotiations contemplated by this Section 3(a) upon the first installment being exhausted and/or the
second installment not being timely received (it being understood,
however, that (y) the Investor, Bingham and any advisor engaged on
their behalf are not under any such obligation in any event, and (z) any unused portion of the Legal Fees
shall be returned to the Company).



(b) For the avoidance of doubt and by way of further confirmation of the terms of Section 1(b) above, this
Agreement in no way modifies, amends, limits or affects the rights of the Investor to receive payment of, and the
obligations of the Company to pay, the costs, fees and expenses of the Investor as set forth in the Securities Purchase
Agreement, the Amendment and Exchange Agreement and each other Transaction Document and the Security Documents, as
applicable.




	 	4.	 	INSTALLMENT NOTICE.






Effective as of the date hereof (but only if $100,000 of the Legal Fees have been paid on November 16, 2009), the
Investor shall be deemed to have rescinded its Installment Notice dated November 12, 2009.




	 	5.	 	MISCELLANEOUS.






(a) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall
be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a
facsimile signature.



(b) Headings. The headings of this Agreement are for convenience of reference and shall not form part of,
or affect the interpretation of, this Agreement.



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(c) Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be
invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited,
invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and
enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Agreement so long as this Agreement as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or
reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred
upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or
unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the
prohibited, invalid or unenforceable provision(s).



(d) Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New
York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in
The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.



(e) No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and
their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.



(f) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of
this Agreement and the consummation of the transactions contemplated hereby.



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(g) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen
by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.



(h) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties
and their respective successors and assigns in accordance with the terms of the Securities Purchase Agreement.



[Signature Page Follows]








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IN WITNESS WHEREOF, the Investor and the Company have caused their respective signature page to this Agreement to
be duly executed as of the date first written above.



COMPANY:



IMAGE ENTERTAINMENT, INC.



By: /s/ JEFF M. FRAMER                         

Name: Jeff M. Framer

Title: President and CFO




[Signature Page to Amendment Agreement]





 


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IN WITNESS WHEREOF, the Investor and the Company have caused their respective signature page to this Agreement to
be duly executed as of the date first written above.



INVESTOR:



PORTSIDE GROWTH AND OPPORTUNITY FUND



By: /s/ JEFFREY C. SMITH                    

Name: Jeffrey C. Smith

Title: Authorized Signatory




[Signature Page to Amendment Agreement]




 


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