EXHIBIT 10.1
AMENDMENT NO. TWO TO THE LOAN
AND SECURITY AGREEMENT
IMAGE ENTERTAINMENT, INC.
THIS AMENDMENT NO. TWO TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is entered into as of the 8/th/ day of February, 2000, by and
between IMAGE ENTERTAINMENT, INC., a California corporation ("Borrower"), whose
chief executive office is located at 9333 Oso Avenue, Chatsworth, California
91311 and FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"),
with a place of business located at 11111 Santa Monica Boulevard, Suite 1500,
Los Angeles, California 90025-3333, in light of the following facts:
FACTS
FACT ONE: Foothill and Borrower have previously entered into that
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certain Loan and Security Agreement, dated December 28, 1998 (as amended and
supplemented, the "Agreement").
FACT TWO: Foothill and Borrower desire to amend the Agreement as
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provided herein. Terms defined in the Agreement which are used herein shall have
the same meanings as set forth in the Agreement, unless otherwise specified.
NOW, THEREFORE, Foothill and Borrower hereby modify and amend the
Agreement as follows:
1. Effective as of December 1, 1999, Section 7.9 of the Agreement
is hereby amended in its entirety to read as follows:
"7.9 Capital Expenditures. Make any capital
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expenditure, or any commitment therefor, (a) with
respect to individual transactions: (i) in excess of
Eight Hundred Thousand Dollars ($800,000) for any
individual transaction made or committed during
Borrower's fiscal year ended March 31, 2000 and each
subsequent fiscal year thereafter; or (b) with respect
to aggregate capital expenditures made or committed
for in any fiscal year, in an aggregate amount in
excess of (i) Two Million Five Hundred Thousand
Dollars ($2,500,000) for each subsequent fiscal year
thereafter; provided, however, that if the amount
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available under this covenant is not expended in any
particular year, one hundred percent (100%) thereof
shall be available to be expended in the following
fiscal year, but only in such subsequent fiscal year,
with the amount so carried over being deemed to have
been expended last in such subsequent year."
2. Foothill shall charge Borrower's loan account a fee in the amount
of $2,000. Said fee shall be fully-earned, non-refundable, and due and payable
on the date Borrower's loan account is charged.
3. In the event of a conflict between the terms and provisions of
this Amendment and the terms and provisions of the Agreement, the terms and
provisions of this Amendment shall govern. In all other respects, the Agreement,
as supplemented, amended and modified, shall remain in full force and effect.
IN WITNESS WHEREOF, Borrower and Foothill have executed this Amendment
as of the day and year first written above.
FOOTHILL CAPITAL CORPORATION IMAGE ENTERTAINMENT, INC.
By: /s/ SHERI FENEBOCK By: /s/ JEFF M. FRAMER
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Print Name: Sheri Fenenbock Print Name: Jeff M. Framer
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Its: Vice President Its: Chief Financial Officer
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