**EXHIBIT4.14a**

 

**AMENDMENT NUMBER 1 TOREGISTRATION RIGHTS AGREEMENT**

 

This Amendment Number 1 to Registration RightsAgreement, dated March 8, 2010 (the “Amendment”), is by and amongImage Entertainment, Inc., a Delaware corporation (the “Company”),JH Partners, LLC, as the Investor Representative, and the severalInvestors listed on Schedule 1 to the Registration Rights Agreement dated January 8,2010 (the “Registration Rights Agreement”).

 

WHEREAS, the parties wish to amend certainprovisions of the Registration Rights Agreement.

 

NOW THEREFORE, the parties hereto agree as follows:

 

1.                                     Capitalizedterms used herein without definition have the meanings ascribed to them in theRegistration Rights Agreement.

 

2.                                     The secondWHEREAS clause of the Registration Rights Agreement is hereby amended to readin its entirety as follows:

 

WHEREAS, in connection with such purchase and sale,the Company has agreed to grant to the Investors the right, under certaincircumstances, to purchase up to an additional 7,400 shares of the Series BPreferred and 66,163.4 shares of the Series C Preferred.

 

3.                                     Section 2(a) ofthe Registration Rights Agreement is hereby amended to read in its entirety asfollows:

 

(a)                                  Subject to theterms and conditions of this Agreement, including Section 2(c), if at anytime following the later of (i) the date on which the Investors havepurchased all of the Additional Preferred Shares pursuant to the AdditionalPurchase Right or (ii) January 3, 2011, the Company receives awritten request from the Investor Representative on behalf of any ElectingInvestors that the Company register under the Securities Act RegistrableSecurities representing at least 5% of the outstanding shares of Common Stock,then the Company shall file, as promptly as reasonably practicable but no laterthan the applicable Filing Deadline, a registration statement under theSecurities Act covering all Registrable Securities that the InvestorRepresentative, on behalf of the Electing Investors, requests to be registered.  The registration statement shall be on Form S-3(except if the Company is not then eligible to register for resale theRegistrable Securities on Form S-3, in which case such registration shallbe on another appropriate form for such purpose) and, if the Company is a WKSIas of the Filing Deadline, shall be an Automatic Shelf RegistrationStatement.  The Company shall use itscommercially reasonable efforts to cause the registration statement to bedeclared effective or otherwise to become effective under the Securities Act assoon as reasonably practicable but, in any event, no later than theEffectiveness Deadline, and shall use its commercially reasonable efforts tokeep the registration statement continuously effective under the Securities Actuntil

 

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the earlier of (1) the date on which theInvestor Representative notifies the Company in writing that the RegistrableSecurities included in such registration statement have been sold or theoffering therefor has been terminated or (2) (x) 15 Business Daysfollowing the date on which such registration statement was declared effectiveby the SEC, if the Company is a WKSI and filed an Automatic Shelf RegistrationStatement in satisfaction of such demand, (y) 30 Business Days followingthe date on which such registration statement was declared effective by theSEC, if the Company is not a WKSI and registered for resale the RegistrableSecurities on Form S-3 in satisfaction of such demand, or (z) 50Business Days following the date on which such registration statement was declaredeffective by the SEC, if the Company is neither a WKSI nor then eligible to useForm S-3 and registered for resale the Registrable Securities on Form S-1or other applicable form in satisfaction of such demand; provided thateach period specified in clause (2) of this sentence shall be extendedautomatically by one Business Day for each Business Day that the use of suchregistration statement or prospectus is suspended by the Company pursuant to Section 2(d) orpursuant to Section 5(i).  Neitherthe Company nor any other Person (other than any Electing Investor) shall beentitled to include Other Securities in any registration initiated by theInvestor Representative on behalf of the Electing Investors pursuant to this Section 2without the prior written consent of the Investor Representative (in the caseof Other Securities of the Company, such consent not to be unreasonablywithheld, conditioned or delayed), and upon such consent the RegistrableSecurities shall have priority for inclusion in any firm commitmentunderwritten offering, ahead of all Other Securities, in any UnderwriterCutback.

 

4.                                     Section 3(a) ofthe Registration Rights Agreement is hereby amended to read in its entirety asfollows:

 

(a)                                  Subject to theterms and conditions of this Agreement, if at any time following the later of (i) thedate on which the Investors have purchased all of the Additional PreferredShares pursuant to the Additional Purchase Right or (ii) January 3,2011, the Company files a registration statement under the Securities Act withrespect to an offering of Common Stock or other equity securities of theCompany (such Common Stock and other equity securities collectively, “OtherSecurities”), whether or not for sale for its own account (other than aregistration statement (i) on Form S-4, Form S-8 or anysuccessor forms, (ii) filed solely in connection with any employee benefitor dividend reinvestment plan or (iii) pursuant to a demand registrationin accordance with Section 2), then the Company shall use commerciallyreasonably efforts to give written notice of such filing to the InvestorRepresentative (for distribution to the Investors) at least five Business Daysbefore the anticipated filing date (or such later date as it becomescommercially reasonable to provide such notice) (the “Piggyback Notice”).The Piggyback Notice and the contents thereof shall be kept confidential by theInvestor Representative, the Investors and their respective Affiliates andrepresentatives, and the Investor Representative and the Investors shall beresponsible for breaches of confidentiality by

 

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their respective Affiliatesand representatives.  The PiggybackNotice shall offer the Investors the opportunity to include in suchregistration statement, subject to the terms and conditions of this Agreement,the number of Registrable Securities as they may reasonably request (a “PiggybackRegistration”). Subject to the terms and conditions of this Agreement, theCompany shall use its commercially reasonable efforts to include in each suchPiggyback Registration all Registrable Securities with respect to which theCompany has received from the Investor Representative written requests forinclusion therein within 10 Business Days following receipt of any PiggybackNotice by the Investor Representative, which request shall specify the maximumnumber of Registrable Securities intended to be disposed of by the ElectingInvestors and the intended method of distribution. For the avoidance of doubtand notwithstanding anything in this Agreement to the contrary, the Company maynot commence or permit the commencement of any sale of Other Securities in apublic offering to which this Section 3 applies unless the InvestorRepresentative shall have received the Piggyback Notice in respect to suchpublic offering not less than 10 Business Days prior to the commencement ofsuch sale of Other Securities. The Electing Investors, acting through theInvestor Representative, shall be permitted to withdraw all or part of theRegistrable Securities from a Piggyback Registration at any time at least twoBusiness Days prior to the effective date of the registration statementrelating to such Piggyback Registration. No Piggyback Registration shall counttowards the number of demand registrations that the Investors are entitled tomake in any period or in total pursuant to Section 2. Notwithstandinganything to the contrary in this Agreement, the Company shall not be requiredto provide notice of, or include any Registrable Securities in, any proposed orfiled registration statement with respect to an offering of Other Securitiesfor sale exclusively for the Company’s own account at any time following January 8,2017.

 

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On and after the date hereof, each reference in theRegistration Rights Agreement to the “Agreement” shall mean the RegistrationRights Agreement as amended hereby. Except as specifically amended above, the Registration Rights Agreementshall remain in full force and effect and is hereby ratified and confirmed.

 
|   | **IMAGE ENTERTAINMENT, INC.**                    |
|--------|-------------------------------------------------------|
|   |                                                  |
|   | By:                                                   | /s/ JOHN P. AVAGLIANO |
|   |                                                  | Name: John P. Avagliano |
|   |                                                  | Title: COO/CFO |
|   |                                                  |
|   | ** **                                            |
|   | **JH PARTNERS, LLC**, as the Investor  Representative |
|   |                                                  |   |
|   | By:                                                   | /s/ JOHN C. HANSEN |
|   |                                                  | Name: John C. Hansen |
|   |                                                  | Title: President |
|   |                                                  |
|   |                                                  |
|   | **JH PARTNERS EVERGREEN FUND, L.P.**                  |
|   |                                                  |   |
|   | By:                                                   | JH Investment Management III, LLC |
|   |                                                  | Its: General Partner |
|   |                                                  |   |
|   |                                                  |   |
|   | By:                                                   | /s/ JOHN C. HANSEN |
|   |                                                  | Name: John C. Hansen |
|   |                                                  | Title: Managing Member |
|   |                                                  |
|   | ** **                                            |
|   | **JH INVESTMENT PARTNERS III, L.P.**                  |
|   |                                                  |
|   | By:                                                   | JH Investment Management III, LLC |
|   |                                                  | Its: General Partner |
|   |                                                  |   |
|   |                                                  |   |
|   | By:                                                   | /s/ JOHN C. HANSEN |
|   |                                                  | Name: John C. Hansen |
|   |                                                  | Title: Managing Member |
|   |                                                  |
|   | ** **                                            |
|   | **JH INVESTMENT PARTNERS GP FUND III, LLC**           |
|   |                                                  |
|   | By:                                                   | JH Investment Management III, LLC |
|   |                                                  | Its: Manager |
|   |                                                  |   |
|   |                                                  |   |
|   | By:                                                   | /s/ JOHN C. HANSEN |
|   |                                                  | Name: John C. Hansen |
|   |                                                  | Title: Managing Member |

 

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