Exhibit 99.2
February 5, 2008
Manatt, Phelps & Phillips, LLC
11355 West Olympic Blvd.
Los Angeles, CA 90064
Attention: Gordon M. Bava, Esq.
Re:Irrevocable Trust Instructions, dated as of January 14, 2008 (“Trust Instructions”)
Dear Mr.Bava:
Reference is made to those certain Trust Instructions. Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Trust Instructions. Pursuant to paragraph 3 of the Trust Instructions, Image Entertainment, Inc. (“Image”) hereby informs Manatt, Phelps & Phillips, LLP (“Manatt”) of the following:
| | 1. | | The Merger has not closed. |
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| | 2. | | The Merger Agreement has been terminated by the Company. |
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| | 3. | | The Company is entitled to receive the Business Interruption Fee. |
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| | 4. | | The Company has delivered a copy of this notice to BTP Acquisition Company, LLC. |
On the third business day after the receipt of this letter, subject to paragraph 4 of the Trust Instructions, Manatt shall release the Deposit from Trust and pay directly to the Company the Deposit by wire transfer to the account specified onAnnex A hereto.
| | | | | |
| | Yours truly,
IMAGE ENTERTAINMENT, INC.
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| | By: | /s/ Dennis Hohn Cho | |
| | | Name: | Dennis Hohn Cho | |
| | | Title: | General Counsel | |
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| cc: | | Martin W. Greenwald
David Grinberg, Esq.
BTP Acquisition Company, LLC
Michael Barnes, Esq.
Richard J. Welch, Esq. |
20525 NORDHOFF STREET• SUITE 200• CHATSWORTH, CA 91311-6104• TEL 818.407.9100
www.image-entertainment.com
