BE A REFERENCE TO THE LOAN AGREEMENT AS
MODIFIED AND AMENDED HEREBY.
(C)
TO THE EXTENT THAT ANY TERMS AND CONDITIONS IN
ANY OF THE LOAN DOCUMENTS SHALL CONTRADICT OR BE IN CONFLICT WITH ANY TERMS OR
CONDITIONS OF THE LOAN AGREEMENT, AFTER GIVING EFFECT TO THIS AMENDMENT, SUCH
TERMS AND CONDITIONS ARE HEREBY DEEMED MODIFIED OR AMENDED ACCORDINGLY TO
REFLECT THE TERMS AND CONDITIONS OF THE LOAN AGREEMENT AS MODIFIED OR AMENDED
HEREBY.
(D)
THIS AMENDMENT IS A LOAN DOCUMENT.
11.
ENTIRE AGREEMENT.
THIS AMENDMENT EMBODIES THE ENTIRE UNDERSTANDING
AND AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND SUPERSEDES ANY AND ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS OR
UNDERSTANDINGS WITH RESPECT TO THE SUBJECT MATTER HEREOF, WHETHER EXPRESS OR
IMPLIED, ORAL OR WRITTEN.
[signature page follows]
13
IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date
first above written.
IMAGE ENTERTAINMENT, INC.,
a Delaware corporation
By
/s/ JEFF M. FRAMER
Title: Jeff M. Framer, Chief Financial Officer
[IMAGE ENTERTAINMENT, INC.]
[SIGNATURE PAGE TO AMENDMENT NUMBER FOUR
TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT]
WELLS FARGO FOOTHILL, INC.,
a California corporation
By
/s/ TERRI LE
Title: Terri Le, Vice President
Exhibit A
REAFFIRMATION AND CONSENT
Dated as of November 13, 2006
Reference hereby is made to that certain Amendment Number Four to Loan and
Security Agreement, dated as of the date hereof (the "Amendment"), between Wells
Fargo Foothill, Inc. ("Lender"), and Image Entertainment, Inc. ("Borrower").
Capitalized terms used herein shall have the meanings ascribed to them in that
certain Amended and Restated Loan and Security Agreement, dated as of August 10,
2005 (as amended, restated, supplemented, or otherwise modified from time to
time, the "Loan Agreement"), between Borrower and Lender.
Each of the
undersigned hereby (a) represents and warrants that the execution and delivery
of this Reaffirmation and Consent are within its powers, have been duly
authorized by all necessary action, and are not in contravention of any law,
rule, or regulation applicable to it, or any order, judgment, decree, writ,
injunction, or award of any arbitrator, court, or Governmental Authority, or of
the terms of its Governing Documents, or of any contract or undertaking to which
it is a party or by which any of its properties may be bound or affected, (b)
consents to the amendment of the Loan Agreement set forth in the Amendment and
any waivers granted therein; (c) acknowledges and reaffirms all obligations
owing by it to Lender under any Loan Document to which it is a party; (d) agrees
that each Loan Document to which it is a party is and shall remain in full force
and effect, and (e) ratifies and confirms its consent to any previous amendments
of the Loan Agreement and any previous waivers granted with respect to the Loan
Agreement.
Although each of the undersigned have been informed of the matters
set forth herein and have acknowledged and agreed to same, each of the
undersigned understands that