exv10w46







Exhibit 10.46




	 	 	 	 	 	 	 

	
	 	For Bank Use Only	 	Reviewed by	 	 
	 	 	 	 	 
	 	Due SEPTEMBER 5, 2012	 	 
	 	Customer # 6517384088	 	Loan # #109






AMENDMENT TO LOAN AGREEMENT AND NOTE




     This amendment (the “Amendment”), dated as of the date specified below, is by and
between the borrower (the “Borrower”) and the bank (the “Bank”) identified below.



RECITALS



     A. The Borrower and the Bank have executed a Loan Agreement (the “Agreement”) dated SEPTEMBER 21, 2007 and the Borrower has
executed a Note (the “Note”), dated SEPTEMBER 21, 2007 , either or both which may
have been amended and replaced from time to time, and the Borrower (and if applicable, certain
third parties) have executed the collateral documents which may or may not be identified in the
Agreement and certain other related documents (collectively the “Loan Documents”), setting forth
the terms and conditions upon which the Borrower may obtain loans from the Bank from time to
time in the stated amount of $10,000,000.00 , as may be amended from time to time.




B. The Borrower has requested that the Bank permit certain modifications to the Agreement
and Note as described below.




C. The Bank has agreed to such modifications, but only upon the terms and conditions
outlined in this Amendment.



TERMS OF AGREEMENT



     In consideration of the mutual covenants contained herein, and for other good and
valuable consideration, the Borrower and the Bank agree as follows:



     þ Change in Maturity Date. If checked here, any references in the Agreement or Note
to the maturity date or date of final payment are hereby deleted and replaced with “
SEPTEMBER 5, 2012



     o Change in Maximum Loan Amount. If checked here, all references in the Agreement
and in the Note (whether or not numerically) to the maximum loan amount are hereby deleted and
replaced with “$            
              
              
 ”, which evidences an additional       
             
              
       
available to be advanced subject to the terms and conditions of the Agreement and Note.



     o Temporary Increase in Maximum Loan Amount. If checked here, notwithstanding the
maximum principal amount that may be borrowed from time to time under the Agreement and Note,
the maximum principal amount that may be borrowed thereunder shall increase from
to                      $effective                      through                      annually.


On                      through                      annually, the maximum principal amount that may be borrowed thereunder shall
revert to $
                    
and any loans outstanding in excess of that amount will be
immediately due and payable without further demand by the Bank.




     o Change in Multiple Advance Termination Date. If checked here, all references in
the Agreement and in the Note to the termination date for multiple advances are hereby deleted
and replaced with “
                        



     o Change in Payment Schedule. If checked here, effective upon the date of this
Amendment, any payment terms are amended as follows:



©us bancorp 2001




Page 1 of 3









 





     o Change in Late Payment Fee. If checked here, subject to applicable law, if any
payment is not made on or before its due date, the Bank may collect a delinquency charge of %
of the unpaid amount. Collection of the late payment fee shall not be deemed to be a waiver of
the Bank’s right to declare a default hereunder.



     þ Change in Closing Fee. If checked here and subject to applicable
law, the Borrower will pay the Bank a closing fee of $5,000.00 (apart from
any prior closing fee) contemporaneously with the execution of this Amendment. This fee is in
addition to all other fees, expenses and other amounts due hereunder.



     o Change in Paid-In-Full Period. If checked here, all revolving loans
under the Agreement and the Note must be paid in full for a period of at least consecutive days
during each fiscal year. Any previous Paid-in-Full provision is hereby replaced with this
provision.



     Default Interest Rate. Notwithstanding any provision of this•Note to the
contrary, upon any default or at any time during the continuation thereof (including failure to
pay upon maturity), the Bank may, at its option and subject to applicable law, increase the
interest rate on this Note to a rate of 5% per annum plus the interest rate otherwise payable
hereunder. Notwithstanding the foregoing and subject to applicable law, upon the occurrence of a
default by the Borrower or any guarantor involving bankruptcy, insolvency, receivership
proceedings or an assignment for the benefit of creditors, the interest rate on this Note shall
automatically increase to a rate of 5% per annum plus the rate otherwise payable hereunder.



     Effectiveness of Prior Documents. Except as specifically amended hereby, the
Agreement, the Note and the other Loan Documents shall remain in full force and effect in
accordance with their respective terms. All warranties and representations contained in the
Agreement and the other Loan Documents are hereby reconfirmed as of the date hereof. All
collateral previously provided to secure the Agreement and/or Note continues as security, and
all guaranties guaranteeing obligations under the Loan Documents remain in full force and
effect. This is an amendment, not a novation.



     Preconditions to Effectiveness. This Amendment shall only become effective upon
execution by the Borrower and the Bank, and approval by any other third party required by the
Bank.



     No Waiver of Defaults; Warranties. This Amendment shall not be construed as or
be deemed to be a waiver by the Bank of existing defaults by the Borrower, whether known or
undiscovered. All agreements, representations and warranties made herein shall survive the
execution of this Amendment.



     Counterparts. This Amendment may be signed in any number of counterparts, each
of which shall be considered an original, but when taken together shall constitute one
document.



     Authorization. The Borrower represents and warrants that the execution, delivery
and performance of this Amendment and the documents referenced herein are within the authority
of the Borrower and have been duly authorized by all necessary action.



     Transferable Record. The agreement and note, as amended, is a “transferable
record” as defined in applicable law relating to electronic transactions. Therefore, the holder
of the agreement and note, as amended, may, on behalf of Borrower, create a microfilm or
optical disk or other electronic image of the agreement and note, as amended, that is an
authoritative copy as defined in such law. The holder of the agreement and note, as amended,
may store the authoritative copy of such agreement and note, as amended, in its electronic form
and then destroy the paper original as part of the holder’s normal business practices. The
holder, on its own behalf, may control and transfer such authoritative copy as permitted by
such law.



     Attachments. All documents attached hereto, including any appendices, schedules,
riders, and exhibits to this Amendment, are hereby expressly incorporated herein by reference.



[SIGNATURE(S) ON NEXT PAGE]



Page 2 of 3









 





	 	 	 	 	 

	Dated as of: SEPTEMBER 1, 2010
	 	 	 	 
	 
	 	 	 	 
	 	 	Outdoor Channel Holdings, Inc.
	(Individual Borrower)	 	Borrower Name (Organization)
	 
	 	 	 	 
	Borrower Name N/A

	 	 	 	 
	 

	 	Name and Title:
	 	Thomas Allen Chief Financial Officer
	 


	 	By:	 	 
	Borrower Name N/A

	 	Name and Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Agreed to:
	 	 	 	 
	U.S. BANK N.A.
	 	 	 	 
	(Bank)
	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Andrew P. Reed
	 	 	 	 
	Name and Title: Vice President
	 	 	 	 







Page 3 of 3












 





	 	 	 	 	 

	

	 	 	6517384088	 






CORPORATE RESOLUTION FOR BORROWING AND/OR PLEDGING ASSETS

Outdoor Channel Holdings, Inc.



 



NAME OF CORPORATION


WHEREAS, this corporation may enter into financial transactions or accommodations with U.S. BANK N.A.                                         
(the “Bank”) from time to time;



NOW, THEREFORE, RESOLVED, that any i of the officers of this corporation denoted below: [mark authorized officers]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 

	 	o
	 	Chairman of the Board	 	 	 	 	 	 	 	 	 	 
	 

	 	o
	 	President
	 	 	 	Treasurer
	 	þ
	 	Other:
	 	Chief Financial Officer
	 

	 	o
	 	Any Vice President
	 	þ
	 	Secretary
	 	þ
	 	Other:
	 	Chief Executive Officer
	 

	 	 	 	 	 	 	 	Any Assistant Treasurer
	 	 	 	Other:	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Any Assistant Secretary
	 	 	 	Other:	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 




is (are) authorized, on behalf of and in the name of this corporation, (a) to borrow
money from the Bank from time to time in such amounts as such officer(s) shall deem
advisable; (b) to make, execute, seal with the corporate seal, and deliver to the Bank, from
time to time, loan agreements, disbursing agreements, notes, applications for letters of
credit, and other evidence of or agreements concerning such indebtedness, in such amounts
with such maturities, at such rates of interest, and upon such terms and conditions as said
officer(s) shall approve; (c) to pledge, assign, mortgage or otherwise grant a security
interest in any or all real property, fixtures, tangible or intangible personal property, or
any other assets of this corporation, to execute, seal with the corporate seal, and deliver
to the Bank such security agreements, chattel mortgages, assignments, financing statements,
real estate mortgages, deeds of trust, lease or rental assignments, assignments of life
insurance, agreements not to encumber, or other agreements respecting any or all interests in
real or personal property now owned or hereafter acquired by this corporation as may be
requested by the Bank to secure any obligations of this corporation to the Bank or to secure
the obligations of a third party to the Bank, now existing or hereafter arising, all upon
such terms and conditions as said officer(s) shall approve, and to perform such acts required
of this corporation in such agreements or otherwise to perfect such security interests; (d)
to sell to the Bank, with or without recourse, accounts, contract rights, general
intangibles, instruments, documents, chattel paper, equipment, inventory, insurance policies,
deposit accounts, rights in action or other personal property of this corporation; (e) to
endorse or assign and deliver such property to the Bank, and from time to time to withdraw
and make substitutions of such property, or to sell such property to third persons and cause
the proceeds of such sales to be applied against the obligations of this corporation to the
Bank; (f) to give subordinations, guaranties or other financial accommodations to the Bank
(it being the judgment of the governing body of this corporation that any such guaranties may
reasonably be expected to benefit the corporation); and (g) to endorse and deliver for
discount with the Bank, notes, certificates of deposit, bills of exchange, orders for the
payment of money, chattel paper, commercial, or other business paper, howsoever drawn, either
belonging to or coming into the possession of this corporation. The signature(s) of said
officer(s) appearing on any of the foregoing instruments shall be conclusive evidence of
(his/her) (their) approval thereof.




     FURTHER RESOLVED, that the authority granted to the officers of this corporation shall
continue in full force and effect, and said Bank may rely thereon in dealing with such
officers, unless and until written notice of any change in or revocation of such authority
shall be delivered to said Bank to the attention of Commercial Loan Servicing by an officer
or director of this corporation, and any action taken by said officers and relied on by said
Bank pursuant to the authority granted herein prior to its receipt of such written notice
shall be fully and conclusively binding on this corporation.



     FURTHER RESOLVED, that the actions of any officer of this corporation heretofore taken
in borrowing money from the Bank for and on behalf of this corporation, and in securing such
indebtedness in any manner authorized herein, and in selling or assigning property of this
corporation to the Bank with or without recourse, and in discounting with the Bank commercial
and other business paper, be and the same hereby are in all respects ratified, confirmed and
approved.



     FURTHER RESOLVED, that in consideration of any loans or other financial accommodation
made by the Bank to this corporation, this corporation shall be authorized to and shall
assume full responsibility for and hold the Bank harmless from any and all payments made or
any other actions taken by the Bank in reliance upon the signatures, including facsimiles
thereof, of any person or persons holding the offices of this corporation designated above
regardless of whether or not the use of the facsimile signature was unlawful or unauthorized
and regardless of by whom or by what means the purported signature or facsimile signature may
have been affixed to any instrument if such signatures reasonably resemble the specimen or
facsimile signatures as provided to the Bank, or for refusing to honor any signatures not
provided to the Bank; and that this corporation agrees to indemnify the Bank against any and
all claims, demands, losses, costs, damages or expenses suffered or incurred by the Bank
resulting from or arising out of any such payment or other action. The foregoing
indemnification shall be effective and may be enforced by the Bank upon delivery to the Bank
of a copy of this resolution certified by the Secretary, Assistant Secretary or any other
officer of this corporation.



     FURTHER RESOLVED, that the Secretary, Assistant Secretary or any other officer of this
corporation is authorized and directed to certify to the Bank the foregoing resolutions and
that the provisions thereof are in conformity with the Articles of Incorporation and By-Laws
of this corporation and to certify to the Bank the names of the persons now holding the
offices referred to above and any changes hereafter in the persons holding said offices
together with specimens of the signatures of such present and future officers.













 





     FURTHER RESOLVED, that all prior resolutions of this corporation authorizing the
borrowing of money from the Bank and the securing thereof, be and they hereby are rescinded
and superseded as to all borrowings from the Bank and security transactions with respect
thereto effected after the date of adoption of these resolutions.





	     0310A
©us
bancorp 2001	6/03















 





     I HEREBY CERTIFY that I am the duly elected, qualified and acting Secretary (or as
otherwise designated below) and the custodian of the records of the above-named corporation, a
corporation organized and existing and in good standing under the laws of the State of



     Delaware  The foregoing resolutions (i) are true and correct copies of
the resolutions duly adopted in accordance with law and the Charter or Articles or Certificate
of Incorporation and By-Laws or Code of Regulations, as applicable, of the corporation and
that such resolutions are now in full force and effect without modifications and are duly
recorded in the minute book of the corporation or (ii) are otherwise in conformity with
existing resolutions, the Charter or Articles or Certificate of Incorporation and By-Laws or
Code of Regulations, as applicable, of the corporation, and permit the officers designated
herein to undertake all the activities set forth above.



     I FURTHER CERTIFY that set forth below are the true titles, names and genuine signatures
of the duly elected or appointed, qualified and acting officers of said corporation presently
holding such offices who are authorized under the foregoing resolutions:



	 	 	 	 	 
	Title	 	Name*	 	Signature*
	 
	 	 	 	 
	Chairman of the
Board
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	President
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Vice President
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Treasurer

	 		 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Secretary
	 	Tom Hornish	 	/s/ Tom Hornish 
	 

	 	 	 	 
	Assistant Treasurer
	 	 	 	 
	 

	 	 	 	 
	Assistant Secretary

	 		 	 
	 

	 	 	 	 
	Other

	 	 	 	 
	 
	 	 	 	 
	Other

	 	Name & Title Thomas Allen Chief Financial Officer	 	/s/ Thomas Allen
	 

	 	 	 	 
	 
	 	 	 	 
	Other

	 	Name & Title
Roger Werner
Chief Executive Officer	 	/s/ Roger Werner
	 

	 	 	 	 
	 
	 	 	 	 
	Other

	 	Name & Title	 	 
	 

	 	 	 	 





     I FURTHER CERTIFY that copies of the Charter or Articles or Certificate of
Incorporation and By-Laws or Code of Regulations, as applicable, of the corporation which
have heretofore been delivered to the Bank or which are delivered herewith are true and
correct copies and that such Charter or Articles or Certificate and By-Laws or Code of
Regulations, as applicable, are presently in full force and effect.



     IN WITNESS WHEREOF, I have affixed my name in my official capacity and have caused the
corporate seal of the corporation to be hereunto affixed on



          (CORPORATE SEAL)




                                        

Secretary






 




			
	*	 	Only the names and signatures of officers who will act in transactions with the Bank need be
inserted.