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EXHIBIT 4.1

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

This Amendment No. 1 to Rights Agreement (this “Amendment”) is entered into as of March 29, 2007 (to become
effective on the date set forth in Section 5.0 of this Amendment), between Image Entertainment, Inc., a Delaware
corporation (the “Company”), and Computershare Trust Company, N.A., a Delaware corporation, as Rights Agent (the
“Rights Agent”), and amends the Rights Agreement dated as of October 31, 2005, between the Company and the Rights Agent
(the “Rights Agreement”).



WHEREAS, the Company desires to amend the Rights Agreement to prevent certain Persons acting with the approval of
the Board of Directors of the Company who propose to acquire all of the equity interests in the Company from becoming
Acquiring Persons, and to prevent the execution, delivery or performance of the Merger Agreement (as such term is
defined below) or the Support Agreements (as such term is defined below) from resulting in a Section 11(a)(ii) Event, a
Section 13 Event, a Distribution Date or a Share Acquisition Date; and



WHEREAS, this Amendment is entered into pursuant to Section 27 of the Rights Agreement prior to the time that any
Person, to the knowledge of the Company, has become an Acquiring Person.



NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto
agree as follows:



1.0 Defined Terms. Terms defined in the Rights Agreement and used and not otherwise defined herein shall have the
meanings given to them in the Rights Agreement.



2.0 Additional Definitions. Section 1 of the Rights Agreement is hereby amended to add the following definitions,
which shall be inserted into Section 1 in alphabetical order:



"Merger Agreement” shall mean the Agreement and Plan of Merger made and entered into as of March 29, 2007, by and
among Parent, Merger Sub and the Company, as amended from time to time in accordance with its terms.



"Merger Sub” shall mean IEAC, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent.



“Parent” shall mean BTP Acquisition Company, a Delaware limited liability company.



“Support Agreements” shall mean the Support Agreements dated as of March 29, 2007 by and between Parent and
certain stockholders of the Company, as amended from time to time in accordance with their terms.



					
	 
	 	

	 	

	
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3.0 Amendment of Section 7. Paragraph (a) of Section 7 of the Rights Agreement is amended by:



	 	3.1	 	deleting the word “and” immediately preceding clause (iii) thereof and by adding a “,”
immediately preceding clause (iii) thereof; and





	 	3.2	 	by adding the following immediately following clause (iii) thereof: “or (iv) immediately prior
to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to
promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time (as such term is
defined in the Merger Agreement), which notice shall specify (i) that the Effective Time (as such term is
defined the Merger Agreement) has occurred, and (ii) the date upon which the Rights established hereby
expired and this Agreement terminated.”




4.0 Addition of a New Section 35. The Rights Agreement is amended by adding a Section 35 thereof which shall read as
follows:



“Section 35. Exception For Merger Agreement. Notwithstanding any provision of
this Agreement to the contrary, neither a Section 11(a)(ii) Event, a Section 13
Event, a Distribution Date, nor a Share Acquisition Date shall be deemed to have
occurred, none of Parent, Merger Sub or any of their Affiliates or Associates
shall be deemed to have become an Acquiring Person, and no holder of any Rights
shall be entitled to exercise such Rights under, or be entitled to any rights
pursuant to, any of Sections 3(a), 7(a), 11(a) or 13 of this Agreement, in any
such case by reason of (a) the announcement of the Merger (as such term is defined
in the Merger Agreement), (b) the approval, execution or delivery of the Merger
Agreement or any amendments thereof, (c) the execution and delivery of the Support
Agreements or any amendments thereof, (d) the commencement or, the consummation
of, any of the transactions contemplated by the Merger Agreement, including the
Merger (as such term defined in the Merger Agreement) or (e) the commencement or,
the consummation of, any of the transactions contemplated by the Support
Agreements.”



5.0 Effectiveness. This Amendment shall be deemed effective as of the time immediately prior to the signing of the
Merger Agreement. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.



6.0 Miscellaneous. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and
for all purposes shall be governed by and construed in accordance with the laws of such state. This Amendment may be
executed in any number of counterparts, each of such counterparts shall for all purposes be deemed an original and all
such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal,
or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.



[signature page follows]





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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Rights Agreement to be duly
executed as of the day and year first above written.



IMAGE ENTERTAINMENT, INC.

 


By: /s/ Dennis Hohn Cho                                 



 


Name: Dennis Hohn Cho


Title: Senior Vice President, General Counsel and Corporate Secretary


 


 



COMPUTERSHARE TRUST COMPANY, N.A.


 


By: /s/ Kellie Gwinn                                         



 


Name: Kellie Gwinn


Title: Vice President



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