Image Entertainment Amends Convertible Note

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Thu Jul 30, 2009 9:20pm EDT

Amendment Extends Deadline forInstallment Payment of Principal


CHATSWORTH, Calif.--(Business Wire)--
Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee and
distributor of entertainment programming in North America, announced today that
it had entered into a Second Amendment and Exchange Agreement (the "Exchange
Agreement") with the holder of its 7.875% Senior Convertible Note (the "Original
Note") pursuant to which the Company issued an Amended and Restated Secured
Convertible Note (the "New Note") in exchange for the Original Note. The
amendment serves to defer until October 30, 2009 a $4 million principal payment
(the "Installment") that the holder of the Original Note (the "Holder") could
have required the Company to pay on July 30, 2009. The amendment further
provides that the Installment shall be further deferred until November 30, 2009
if the Company enters into a written agreement with a bona fide purchaser, prior
to October 30, 2009, that would result in a change of control of the Company. 

Upon the occurrence of a default, the Original Note provided the Holder the
right to demand redemption of the Original Note at a price equal to 120% of the
sum of the then outstanding principal amount, accrued interest and penalties,
and provided for default interest at the rate of 12.0%. In addition, upon a
change in control, the Original Note granted to the Holder the right to demand
redemption of the Original Note at a price equal to 120% of the sum of the then
outstanding principal amount, accrued but unpaid interest and penalties. The New
Note eliminates provisions relating to redemption premium in the event of
default or a change in control in exchange for increasing the principal amount
from $13,000,000 to $15,700,792.60, and increases the interest rate to 8.875%,
beginning July 31, 2009. The default interest rate remains 12.0%, should any
future event of default occur. 

The Exchange Agreement avoids a default and allows the Company and its financial
advisor, Houlihan Lokey Howard & Zukin Capital, Inc., to continue the process of
evaluating strategic alternatives, including potential financing or sale
transactions, without the necessity of funding the Installment on July 30, 2009.


Wachovia Capital Finance Corporation, the Company's senior lender, and the
Holder are parties to a Subordination Agreement which provides, among other
things, that in the event of a default under the New Note, Wachovia has the
right to prevent the Holder from taking certain action to enforce its rights
under the New Note for up to 180 days (the "Standstill Period"). In connection
with consenting to the Exchange Agreement, Wachovia Capital Finance Corporation,
has agreed that the 180 day Standstill Period will be deemed to begin running on
July 31, 2009. 

Jeff M. Framer, President of Image, stated, "The extension is an important step
in our ongoing process. While it is not possible to predict the future, the
Holder's much-appreciated forbearance, as well as Wachovia`s consent to the
amendment, will serve to clear a path for us to evaluate any and all strategic
opportunities." 

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee and distributor of
entertainment programming in North America, with approximately 3,200 exclusive
DVD titles and approximately 340 exclusive CD titles in domestic release and
approximately 400 programs internationally via sublicense agreements. For many
of its titles, the Company has exclusive audio and broadcast rights and, through
its subsidiary Egami Media, Inc., has digital download rights to approximately
2,000 video programs and over 300 audio programs containing more than 5,100
tracks. The Company is headquartered in Chatsworth, California. For more
information about Image Entertainment, Inc., please go to
www.image-entertainment.com. 

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 relating to, among other
things, the Company`s goals, plans and projections regarding the Company`s
evaluation of its strategic alternatives, payment of the Portside Note,
financial position, results of operations, market position, product development
and business strategy. These statements may be identified by the use of words
such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and
other terms of similar meaning in connection with any discussion of future
operating or financial performance or other events or developments. All
forward-looking statements are based on management`s current expectations and
involve inherent risks and uncertainties, including factors that could delay,
divert or change any of them, and could cause actual outcomes and results to
differ materially from current expectations. 

These factors include, but are not limited to, (a) the Company`s ability to
continue as a going concern, (b) the Company`s ability to secure media content
on acceptable terms, (c) the Company`s ability to service it`s principal and
interest obligations on it`s outstanding debt or otherwise renegotiate or
refinance such outstanding debt, (d) the ability of the Company`s common stock
to continue trading on NASDAQ, (e) changes in the retail DVD and digital media
and entertainment industries, (f) changes in the Company`s business plan, (g)
the Company`s limited working capital and the Company`s inability to raise
additional working capital on acceptable terms or at all, (h) the Company`s
ability to borrow against the Company`s revolving line of credit, (i) heightened
competition, including with respect to pricing, entry of new competitors, the
development of new products by new and existing competitors, (j) changes in
general economic conditions, including the performance of financial markets and
interest rates, (k) difficult, adverse and volatile conditions in the global and
domestic capital and credit markets, (l) claims that the Company infringed other
parties` intellectual property, (m) changing public and consumer taste and
changes in customer spending patterns, (n) decreasing retail shelf space for the
Company`s industry, (o) the performance of business partners upon whom the
Company depends upon, (p) changes in accounting standards, practices or
policies, (q) adverse results or other consequences from litigation, arbitration
or regulatory investigations, and (r) further sales or dilution of the Company`s
equity, which may adversely affect the market price of the Company`s common
stock. 

For further details and a discussion of these and other risks and uncertainties,
see "Forward-Looking Statements" and "Risk Factors" in the Company`s most recent
Annual Report on Form 10-K, and the Company`s most recent Quarterly Reports on
Form 10-Q. Many of the factors that will determine the outcome of the subject
matter of this press release are beyond Image Entertainment`s ability to control
or predict. Actual results for the periods identified may differ materially from
management`s expectations. Unless otherwise required by law, the Company
undertakes no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise. 





The Honig Company, Inc.
Steve Honig, 818-986-4300
press@honigcompany.com

Copyright Business Wire 2009

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