**Exhibit 10.20**

 

**TERM LOAN AGREEMENT**

 

ThisTerm Loan Agreement (the **“Agreement”**) ismade and entered into by and between the undersigned borrower (the **“Borrower”**) and the undersigned bank (the **“Bank”**) as of the date set forth on the last page ofthis Agreement.

 

**ARTICLE I. LOANS**

 

1.1  **Terms for Advance(s). [Choose One:]**

 

ý    **Single Advance Term Loan**.   As of the date hereof, theBorrower has obtained a term loan from the Bank in the amount of $ 3,000,000(the **“Loan Amount”**). The term loan isevidenced by a single promissory note of the Borrower to the order of the Bankin the principal amount of the Loan Amount and dated as of the date hereof (the**“Note”**).

 

o    **Multiple Advance Term Loan**.  Prior to n/a or the earliertermination hereof, the Borrower may obtain advances from the Bank in anaggregate amount not exceeding $ n/a (the **“Loan Amount”**).The term loans will be evidenced by a single promissory note of the Borrower tothe Bank in the principal amount of the Loan Amount and dated as of the datehereof (the **“Note”**). Although the Note will beexpressed as payable in the full Loan Amount, the Borrower will be obligated topay only the amounts actually disbursed hereunder, together with accruedinterest on the outstanding balance at the rates and on the dates specifiedtherein and such other charges provided for herein.

 

1.2  **Advances and PayingProcedure**. The Bank is authorized and directed to credit any of theBorrower’s accounts with the Bank (or to the account the Borrower designates inwriting) for all loans made hereunder, and the Bank is authorized to debit suchaccount or any other account of the Borrower with the Bank for the amount ofany principal, interest or expenses due under the Note or other amount duehereunder on the due date with respect thereto. If, upon any request by theBorrower to the Bank to issue a wire transfer, there is an inconsistencybetween the name of the recipient of the wire and its identification number asspecified by the Borrower, the Bank may, without liability, transmit the paymentvia wire based solely upon the identification number.

 

1.3  **Closing Fee**.The Borrower will pay the Bank a one-time closing fee of $ n/acontemporaneously with execution of this Agreement. This fee is in addition toall other fees, expenses and other amounts due hereunder.

 

1.4  **Compensating Balances**.The Borrower will maintain on deposit with the Bank in non-interest bearingaccounts average daily collected balances, in excess of that required tosupport account activity and other credit facilities extended to the Borrowerby the Bank, an amount at least equal to the sum of (i) $ n/a and (ii) n/a% of the Loan Amount ascomputed on a monthly basis. If the Borrower fails to keep and maintain suchbalances, it will pay a deficiency fee, payable within five days after receiptof a statement therefor calculated on the amount by which the Borrower’saverage daily balances are less than the requirements set forth above, computedat a rate equal to the rate set forth in the Note.

 

1.5  **Expenses and Attorneys’ Fees**.Upon demand, the Borrower will immediately reimburse the Bank and anyparticipant in the Obligations (defined below) (**“Participant”**)for all attorneys’ fees and all other costs, fees and out-of-pocketdisbursements incurred by the Bank or any Participant in connection with thepreparation, execution, delivery, administration, defense and enforcement ofthis Agreement or any of the other Loan Documents (defined below), includingattorneys’ fees and all other costs and fees (a) incurred before or aftercommencement of litigation or at trial, on appeal or in any other proceeding,(b) incurred in any bankruptcy proceeding and (c) related to any waiversor amendments with respect thereto (examples of costs and fees include but arenot limited to fees and costs for: filing, perfecting or confirming thepriority of the Bank’s lien, title searches or insurance, appraisals,environmental audits and other reviews related to the Borrower, any collateralor the loans, if requested by the Bank). The Borrower will also reimburse theBank and any Participant for all costs of collection, including all attorneys’fees, before and after judgment, and the costs of preservation and/orliquidation of any collateral.

 

1.6  **Conditions to Borrowing**.The Bank will not be obligated to make (or continue to make) advances hereunderunless (i) the Bank has received executed originals of the Note and allother documents or agreements applicable to the loans described herein,including but not limited to the documents specified in Article III(collectively with this Agreement the **“Loan Documents”**),in form and content satisfactory to the Bank; (ii) if the loan is secured,the Bank has received confirmation satisfactory to it that the Bank has aproperly perfected security interest, mortgage or lien, with the properpriority;  (iii) the Bank hasreceived certified copies of the Borrower’s governance documents andcertification of entity status satisfactory to the Bank and all other relevantdocuments; (iv) the Bank has received a certified copy of a resolution orauthorization in form and content satisfactory to the Bank authorizing the loanand all acts contemplated by this Agreement and all related documents, andconfirmation of proper authorization of all guaranties and other acts of thirdparties contemplated hereunder; (v) if required by the Bank, the Bank hasbeen provided with Opinion of the Borrower’s counsel in form and contentsatisfactory to the Bank confirming the matters outlined in Section 2.2and such other matters as the Bank requests; (vi) no default exists under thisAgreement or under any other Loan Documents, or under any other agreements byand between the Borrower and the Bank; and (vii) all proceedings taken inconnection with the transactions contemplated by this Agreement (including anyrequired environmental assessments), and all instruments, authorizations andother documents applicable thereto, are satisfactory to the Bank and itscounsel.

 

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**ARTICLE II. WARRANTIES AND COVENANTS**

 

Whileany part of the credit granted to the Borrower under this Agreement or theother Loan Documents is available or any obligations under any of the LoanDocuments are unpaid or outstanding, the Borrower continuously warrants andagrees as follows:

 

2.1  **Accuracy of Information**.All information, certificates or statements given to the Bank pursuant to thisAgreement and the other Loan Documents will be true and complete when given.

 

2.2  **Organization andAuthority; Litigation**. This Agreement and the other Loan Documentsare the legal, valid and binding obligations of the Borrower, enforceableagainst the Borrower in accordance with their terms. The execution, deliveryand performance of this Agreement and all other Loan Documents to which theBorrower is a party (i) are within the borrower’s power; (ii) havebeen duly authorized by all appropriate entity action; (iii) do notrequire the approval of any governmental agency; and (iv) will not violateany law, agreement or restriction by which the Borrower is bound. If theBorrower is not an individual, the Borrower is validly existing and in goodstanding under the laws of its state of organization, has all requisite powerand authority and possesses all licenses necessary to conduct its business andown its properties. There is no litigation or administrative proceedingthreatened or pending against the Borrower which would, if adverselydetermined, have a material adverse effect on the Borrower’s financialcondition or its property.

 

2.3  **Existence; BusinessActivities; Assets; Change of Control**. The Borrower will(i) preserve its existence, rights and franchises; (ii) not make anymaterial change in the nature or manner of its business activities;(iii) not liquidate, dissolve, acquire another entity or merge orconsolidate with or into another entity or change its form of organization;(iv) not amend its organizational documents in any manner that mayconflict with any term or condition of the Loan Documents; and (v) notsell, lease, transfer or otherwise dispose of all or substantially all of itsassets. Other than the transfer to a trust beneficially controlled by thetransferor, no event shall occur which causes or results in a transfer ofmajority ownership of the Borrower while any Obligations are outstanding whilethe bank has any obligation to provide funding to the Borrower.

 

2.4  **Use of Proceeds; MarginStock; Speculation**. Advances by the Bank hereunder will be used exclusivelyby the Borrower for the purposes represented to the Bank. The Borrower willnot, without the prior written consent of the Bank use any of the loan proceedsto redeem, purchase, or retire any of the capital stock or declare or pay anydividends, or make any other payments or distributions of a similar type ornature including withdrawal distributions. The Borrower will not use any of theloan proceeds to purchase or carry “margin” stock (as defined in Regulation Uof the Board of Governors of the Federal Reserve System). No part of any of theproceeds will be used for speculative investment purposes, including, withoutlimitation, speculating or hedging in the commodities and/or futures market.

 

2.5  **Environmental Matters**.Except as disclosed in a written schedule attached to this Agreement (ifno schedule is attached, there are no exceptions), there exists nouncorrected violation by the Borrower of any federal, state or local laws(including statutes, regulations, ordinances or other governmental restrictionsand requirements) relating to the discharge of air pollutants, water pollutantsor process waste water or otherwise relating to the environment or HazardousSubstances as hereinafter defined, whether such laws currently exist or areenacted in the future (collectively **“Environmental Laws”**).  The term **“Hazardous Substances”**will mean any hazardous or toxic wastes, chemicals or other substances, thegeneration, possession or existence of which is prohibited or governed by anyEnvironmental Laws. The Borrower is not subject to any judgment, decree, orderor citation, or a party to (or threatened with) any litigation oradministrative proceeding, which asserts that the Borrower (i) hasviolated any Environmental Laws; (ii) is required to clean up, remove ortake remedial or other action with respect to any Hazardous Substances(collectively **“Remedial Action”**); or(iii) is required to pay all or a portion of the cost of any RemedialAction, as a potentially responsible party. Except as disclosed on the Borrower’senvironmental questionnaire provided to the Bank, there are not now, nor to theBorrower’s knowledge after reasonable investigation have there ever been, anyHazardous Substances (or tanks or other facilities for the storage of HazardousSubstances) stored, deposited, recycled or disposed of on, under or at any realestate owned or occupied by the Borrower during the periods that the Borrowerowned or occupied such real estate, which if present on the real estate or insoils or ground water, could require Remedial Action. To the Borrower’sknowledge, there are no proposed or pending changes in Environmental Laws whichwould adversely affect the Borrower or its business, and there are noconditions existing currently or likely to exist while the Loan Documents arein effect which would subject the Borrower to Remedial Action or otherliability. The Borrower currently complies with and will continue to timelycomply with all applicable Environmental Laws; and will provide the Bank,immediately upon receipt, copies of any correspondence, notice, complaint,order or other document from any source asserting or alleging any circumstanceor condition which requires or may require a financial contribution by theBorrower or Remedial Action or other response by or on the part of the Borrowerunder Environmental Laws, or which seeks damages or civil, criminal or punitivepenalties from the Borrower for an alleged violation of Environmental Laws.

 

2.6  **Compliance with Laws**.The Borrower has complied with all laws (except as disclosed in Rider Aattached hereto) applicable to its business and its properties, and has allpermits, licenses and approvals required by such laws, copies of which havebeen provided to the Bank.

 

2.7  **Restriction onIndebtedness**. The Borrower will not create, incur, assume or haveoutstanding any indebtedness for borrowed money (including capitalized leases)except (i) any indebtedness owing to the Bank and its affiliates, and(ii) any other indebtedness outstanding on the date hereof, and shown onthe Borrower’s financial statements delivered to the Bank prior to the datehereof, provided that such other indebtedness will not be increased.

 

2.8  **Restriction on Liens**.The Borrower will not create, incur, assume or permit to exist any mortgage,pledge, encumbrance or other lien or levy upon or security interest in any ofthe Borrower’s property now owned or hereafter acquired, except (i) taxesand assessments which are either not delinquent or which are being contested ingood faith with adequate reserves provided; (ii) easements, restrictionsand minor title irregularities which do not, as a practical matter, have anadverse effect upon the ownership and use of the affected property;(iii) liens in favor of the Bank and its affiliates; and (iv) otherliens disclosed in writing to the Bank prior to the date hereof.

 

2.9  **Restriction on ContingentLiabilities**. The Borrower will not guarantee or become a surety orotherwise contingently liable for any obligations of others, except pursuant tothe deposit and collection of checks and similar matters in the ordinary courseof business.

 

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2.10  **Insurance**. TheBorrower will maintain insurance to such extent, covering such risks and withsuch insurers as is usual and customary for businesses operating similarproperties, and as is satisfactory to the Bank, including insurance for fireand other risks insured against by extended coverage, public liabilityinsurance and workers’ compensation insurance; and will designate the Bank asloss payee with a “Lender’s Loss Payable” endorsement on any casualty policiesand take such other action as the Bank may reasonably request to ensure thatthe Bank will receive (subject to no other interests) the insurance proceeds onthe Bank’s collateral.

 

2.11  **Taxes and OtherLiabilities**. The Borrower will pay and discharge, when due, all ofits taxes, assessments and other liabilities, except when the payment thereofis being contested in good faith by appropriate procedures which will avoidforeclosure of liens securing such items, and with adequate reserves providedtherefor.

 

2.12  **Financial Statements andReporting**.  The financial statements and other informationpreviously provided to the Bank or provided to the Bank in the future are orwill be complete and accurate and prepared in accordance with generallyaccepted accounting principles. There has been no material adverse change inthe Borrower’s financial condition since such information was provided to theBank. The Borrower will (i) maintain accounting records in accordance with generallyrecognized and accepted principles of accounting consistently appliedthroughout the accounting periods involved; (ii) provide the Bank withsuch information concerning its business affairs and financial condition(including insurance coverage) as the Bank may request; and (iii) withoutrequest, provide the Bank with management-prepared financial statements:

 

o    quarterly within                       **days of the end of each quarter;

 

o    monthly within                       **days of the end of each month;and annual                       within                       days of the end of each fiscal year.

 

2.13  **Inspection of Propertiesand Records; Fiscal Year**. The Borrower will permit representativesof the Bank to visit and inspect any of the properties and examine any of thebooks and records of the Borrower at any reasonable time and as often as theBank may reasonably desire. The Borrower will not change its fiscal year.

 

2.14  **Financial Status**.The Borrower will maintain at all times:

 
| (i)        |   | Net  Working Capital in the amount of at least $                                              | (v)    |   | Capital  Expenditures not to exceed $                                             * *per fiscal year                                                            |
|------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| (ii)  |   | Tangible Net Worth in the amount of at least                                                  | (vi)   |   | Cash Flow Coverage Ratio of at least                                              *.*                                                                                |
|       |   |                                                                                                                                                                                                                                                                                                                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| (iii)      |   | Debt to Worth Ratio of not more than                                                          | (vii)  |   | Officers,  Directors, Partners, Members, and Management Salaries and Other Compensation not to exceed $                                             per fiscal year. |
|       |   |                                                                                                                                                                                                                                                                                                                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| (iv)  |   | Current Ratio of at least                                                                     |   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |

 

Theterms used in this Section 2.14 will have the meanings set forth in asupplement entitled “Financial Definitions,” a copy of which the Borrowerhereby acknowledges having received with this Agreement and which isincorporated herein by reference.

 

**ARTICLE III. COLLATERAL AND GUARANTIES**

 

3.1  **Collateral**.This Agreement and the Note are secured by any and all security interests,pledges, mortgages/deeds of trust (except any mortgage/deed of trust expresslylimited by its terms to a specific obligation of Borrower to Bank) or liens nowor hereafter in existence granted to the Bank to secure indebtedness of theBorrower to the Bank, including without limitation as described in thefollowing documents:

 

o            Real Estate Mortgage(s)/Deed(s) of Trustdatedcovering real estate located at

 

ý            Security Agreement(s) dated **09/30/04**

 

o            Possessory Collateral Pledge Agreement(s)dated

 

o            Other

 

3.2  **Guaranties**.This Agreement and the Note are guarantied by each and every guaranty now orhereafter in existence guarantying the indebtedness of the Borrower to the Bank(except for any guaranty expressly limited by its terms to a specific separateobligation of Borrower to the Bank) including, without limitation, thefollowing:

TheOutdoor Channel, Inc.

 

3.3  **Credit Balances; Setoff**.As additional security for the payment of the obligations described in the LoanDocuments and any other obligations of the Borrower to the Bank of any naturewhatsoever (collectively the **“Obligations”**),the Borrower hereby grants to the Bank a security interest in, a lien on and anexpress contractual right to set off against all depository account balances,cash and any other property of the Borrower now or hereafter in the possessionof the Bank and the right to refuse to allow withdrawals from any account(collectively **“Setoff”**). The Bank may, at anytime upon the occurrence of a default hereunder (notwithstanding any noticerequirements

 

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orgrace/cure periods under this or other agreements between the Borrower and theBank) Setoff against the Obligations **whether or not theObligations (including future installments) are then due or have beenaccelerated, all without any advance or contemporaneous notice or demand of anykind to the Borrower, such notice and demand being expressly waived.**

 

Theomission of any reference to an agreement in Sections 3.1 and 3.2 above willnot affect the validity or enforceability thereof. The rights and remedies ofthe Bank outlined in this Agreement and the documents identified above are intendedto be cumulative.

 

**ARTICLE IV. DEFAULTS**

 

4.1  **Defaults. Notwithstandingany cure periods described below, the Borrower will immediately notify the Bankin writing when the Borrower obtains knowledge of the occurrence of any defaultspecified below**. Regardless of whether the Borrower has given therequired notice, the occurrence of one or more of the following will constitutea default:

 

(a)   **Nonpayment**. The Borrower shall fail to pay (i) anyinterest due on the Note or any fees, charges, costs or expenses under the LoanDocuments by 5 days after the same becomes due; or (ii) any principalamount of the Note when due.

 

(b)   **Nonperforrnance**. The Borrower or any guarantor of Borrower’sObligations to the Bank (**“Guarantor”**)shall fail to perform or observe any agreement, term, provision, condition, orcovenant (other than a default occurring under (a), (c), (d), (e), (f) or(g) of this Section 4.1) required to be performed or observed by theBorrower or any Guarantor hereunder or under any other Loan Document or otheragreement with or in favor of the Bank.

 

(c)   **Misrepresentation**. Any financial information, statement,certificate, representation or warranty given to the Bank by the Borrower orany Guarantor (or any of their representatives) in connection with enteringinto this Agreement or the other Loan Documents and/or any borrowingthereunder, or required to be furnished under the terms thereof, shall proveuntrue or misleading in any material respect (as determined by the Bank in theexercise of its judgment) as of the time when given.

 

(d)   **Default on Other Obligations**.  The Borrower or any Guarantorshall be in default under the terms of any loan agreement, promissory note,lease, conditional sale contract or other agreement, document or instrumentevidencing, governing or securing any indebtedness owing by the Borrower or anyGuarantor to the Bank or any indebtedness in excess of $ 100,000 owing by theBorrower to any third party, and the period of grace, if any, to cure saiddefault shall have passed.

 

(e)   **Judgments**. Any judgment shall be obtained against theBorrower or any Guarantor which, together with all other outstandingunsatisfied judgments against the Borrower (or such Guarantor), shall exceed thesum of $ 100,000 and shall remain unvacated, unbonded or unstayed for a periodof 30 days following the date of entry thereof.

 

(f)    **Inability to Perform;Bankruptcy/Insolvency**.(i) The Borrower or any Guarantor shall die or cease to exist; or (i) anyGuarantor shall attempt to revoke any guaranty of the Obligations describedherein, or any guaranty becomes unenforceable in whole or in part for anyreason; or (iii) any bankruptcy, insolvency or receivership proceedings,or an assignment for the benefit of creditors, shall be commenced under any Federalor state law by or against the Borrower or any Guarantor; or (iv) theBorrower or any Guarantor shall become the subject of any out-of-courtsettlement with its creditors; or (v) the Borrower or any Guarantor isunable or admits in writing its inability to pay its debts as they mature; or(vi) if the Borrower is a limited liability company, any member thereofshall withdraw or otherwise become disassociated from the Borrower.

 

(g)   **Adverse Change; Insecurity**. (i) There is a material adverse changein the business, properties, financial condition or affairs of the Borrower orany Guarantor, or in any collateral securing the Obligations; or (it) the Bankin good faith deems itself insecure.

 

4.2  **Termination of Loans;Additional Bank Rights**. Upon the occurrence of any of the eventsidentified in Section 4.1, the Bank may at any time (notwithstanding anynotice requirements or grace/cure periods under this or other agreementsbetween the Borrower and the Bank) (i) immediately terminate itsobligation, if any, to make additional loans to the Borrower; (ii) Setoff;and/or (iii) take such other steps to protect or preserve the Bank’sinterest in any collateral, including without limitation, notifying accountdebtors to make payments directly to the Bank, advancing funds to protect anycollateral and insuring collateral at the Borrower’s expense; all withoutdemand or notice of any kind, all of which are hereby waived.

 

4.3  **Acceleration ofObligations**. Upon the occurrence of any of the events identified inSections 4.1 (a) through 4.1(e) and4.1(g), and the passage of any applicable cure periods, the Bank may at anytime thereafter, by written notice to the Borrower, declare the unpaidprincipal balance of any Obligations, together with the interest accruedthereon and other amounts accrued hereunder and under the other Loan Documents,to be immediately due and payable; and the unpaid balance will thereupon be dueand payable, all without presentation, demand, protest or further notice of anykind, all of which are hereby waived, and notwithstanding anything to thecontrary contained herein or in any of the other Loan Documents. Upon theoccurrence of any event under Section 4.1(f), the unpaid principal balanceof any Obligations, together with all interest accrued thereon and otheramounts accrued hereunder and under the other Loan Documents, will thereupon beimmediately due and payable, all without presentation, demand, protest ornotice of any kind, all of which are hereby waived, and notwithstandinganything to the contrary contained herein or in any of the other LoanDocuments.  **Nothingcontained in Section 4.1, Section 4.2 or this section will limitthe Bank’s right to Setoff as provided in Section 3.3 or otherwise in thisAgreement.**

 

4.4  **Other Remedies**.Nothing in this Article IV is intended to restrict the Bank’s rights underany of the Loan Documents or at law, and the Bank may exercise all such rightsand remedies as and when they are available.

 

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**ARTICLE V. OTHER TERMS**

 

5.1  **Financial DefinitionsSupplement.**  If covenants regarding financial status applyto this loan, the **“Financial Definitions”**Supplement identified in Section 2.14 of this Agreement is herebyincorporated into this Agreement The Borrower acknowledges receiving a copy ofsuch Supplement.

 

5.2  **Additional Terms;Addendum/Supplements.** The warranties, covenants, conditions andother terms described in this Section and/or in the Addendum and/or otherattached document(s) referenced in this Section are incorporated into thisAgreement:

 

**ARTICLE VI. MISCELLANEOUS**

 

6.1  **Delay; Cumulative Remedies**.No delay on the part of the Bank in exercising any right, power or privilegehereunder or under any of the other Loan Documents will operate as a waiverthereof, nor will any single or partial exercise of any right, power orprivilege hereunder preclude other or further exercise thereof or the exerciseof any other right, power or privilege. The rights and remedies hereinspecified are cumulative and are not exclusive of any rights or remedies whichthe Bank would otherwise have.

 

6.2  **Relationship to OtherDocuments**. The warranties, covenants and other obligations of theBorrower (and the rights and remedies of the Bank) that are outlined in thisAgreement and the other Loan Documents are intended to supplement each other.In the event of any inconsistencies in any of the terms in the Loan Documents,all terms will be cumulative so as to give the Bank the most favorable rightsset forth in the conflicting documents, except that if there is a directconflict between any preprinted terms and specifically negotiated terms(whether included in an addendum or otherwise), the specifically negotiatedterms will control.

 

6.3  **Successors**. Therights, options, powers and remedies granted in this Agreement and the otherLoan Documents shall be binding upon the Borrower and the Bank and theirrespective successors and assigns, and shall inure to the benefit of theBorrower and the Bank and the successors and assigns of the Bank, includingwithout limitation any purchaser of any or all of the rights and obligations ofthe Bank under the Note and the other Loan Documents. The Borrower may notassign its rights or obligations under this Agreement or any other LoanDocuments without the prior written consent of the Bank.

 

6.4  **Disclosure**.  The Bank may, in connection with any sale orpotential sale of all or any interest in the Note and other Loan Documents,disclose any financial information the Bank may have concerning the Borrower toany purchaser or potential purchaser. From time to time, the Bank may, in itsdiscretion and without obligation to the Borrower, any Guarantor or any otherthird party, disclose information about the Borrower and this loan to anyGuarantor, surety or other accommodation party. This provision does notobligate the Bank to supply any information or release the Borrower from itsobligation to provide such information, and the Borrower agrees to keep allGuarantors, sureties or other accommodation parties advised of its financialcondition and other matters which may be relevant to their obligations to theBank.

 

6.5  **Indemnification**.  Except for harm arising from the Bank’swillful misconduct, the Borrower hereby indemnifies and agrees to defend andhold the Bank harmless from any and all losses, costs, damages, claims andexpenses of any kind suffered by or asserted against the Bank relating toclaims by third parties arising out of the financing provided under the LoanDocuments or related to any collateral (including, without limitation, theBorrower’s failure to perform its obligations relating to Environmental Mattersdescribed in Section 2.5 above). This indemnification and hold harmlessprovision will survive the termination of the Loan Documents and thesatisfaction of the Obligations due the Bank.

 

6.6  **Notice of Claims AgainstBank; Limitation of Certain Damages**. In order to allow the Bank tomitigate any damages to the Borrower from the Bank’s alleged breach of itsduties under the Loan Documents or any other duty, if any, to the Borrower, theBorrower agrees to give the Bank immediate written notice of any claim ordefense it has against the Bank, whether in tort or contract, relating to anyaction or inaction by the Bank under the Loan Documents, or the transactionsrelated thereto, or of any defense to payment of the Obligations for anyreason. The requirement of providing timely notice to the Bank represents theparties’ agreed-to standard of performance regarding claims against the Bank.Notwithstanding any claim that the Borrower may have against the Bank, andregardless of any notice the Borrower may have given the Bank, **the Bank will not be liable to the Borrower for consequential and/orspecial damages arising therefrom, except those damages arising from the Bank’swillful misconduct.**

 

6.7  **Notices**. Noticeof any record shall be deemed delivered when the record has been(a) deposited in the United States Mail, postage pre-paid,(b) received by overnight delivery service, (c) received by telex, (d) receivedby telecopy, (e) received through the internet, or (f) whenpersonally delivered.

 

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6.8  **Payments.**Paymentsdue under the Note and other Loan Documents will be made in lawful money of theUnited States. All payments may be applied by the Bank to principal, interestand other amounts due under the Loan Documents in any order which the Bankelects.

 

6.9  **ApplicableLaw and Jurisdiction; Interpretation; Joint Liability; Severability.**ThisAgreement and all other Loan Documents will be governed by and interpreted inaccordance with the internal laws of the State of California, except to theextent superseded by Federal law. THE BORROWER HEREBY CONSENTS TO THE EXCLUSIVEJURISDICTION OF ANY STATE OR. FEDERAL COURT SITUATED IN THE COUNTY OR FEDERALJURISDICTION OF THE BANK’S BRANCH WHERE THE LOAN WAS ORIGINATED, AND WAIVES ANYOBJECTION BASED ON FORUM NON CONVENIENTS, WITH REGARD TO ANY ACTIONS,CLAIMS, DISPUTES OR PROCEEDINGS RELATING TO THIS AGREEMENT, THE NOTE, THECOLLATERAL, ANY OTHER LOAN DOCUMENT, OR ANY TRANSACTIONS ARISING THEREFROM, ORENFORCEMENT AND/OR INTERPRETATION OF ANY OF THE FOREGOING. Nothing herein willaffect the Bank’s rights to serve process in any manner permitted by law, orlimit the Bank’s right to bring proceedings against the Borrower in thecompetent courts of any other jurisdiction or jurisdictions. This Agreement,the other Loan Documents and any amendments hereto (regardless of whenexecuted) will be deemed effective and accepted only at the Bank’s offices, andonly upon the Bank’s receipt of the executed originals thereof.If there is more than one Borrower, theliability of the Borrowers will be joint and several, and the reference to “Borrower”will be deemed to refer to all Borrowers. Invalidity of any provision of thisAgreement shall not affect the validity of any other provision.

 

6.10  **Copies; Entire Agreement; Modification.**The Borrower hereby acknowledges the receiptof a copy of this Agreement and all other Loan Documents.  This Agreement is a “transferable record” asdefined in applicable law relating to electronic transactions. Therefore, theholder of this Agreement may, on behalf of Borrower, create a microfilm oroptical disk or other electronic image of this Agreement that is anauthoritative copy as defined in such law. The holder of this Agreement maystore the authoritative copy of such Agreement in its electronic form and thendestroy the paper original as part of the holder’s normal business practices.The holder, on its own behalf, may control and transfer such authoritative copyas permitted by such law.

 

**IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENTSHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING, EXPRESSINGCONSIDERATION AND SIGNED BY THE PARTIES ARE ENFORCEABLE. NO OTHER TERMS OR ORALPROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED.THE TERMS OF THIS AGREEMENT MAY ONLY BE CHANGED BY ANOTHER WRITTENAGREEMENT. THIS NOTICE SHALL ALSO BE EFFECTIVE WITH RESPECT TO ALL OTHER CREDITAGREEMENTS NOW IN EFFECT BETWEEN BORROWER AND THE BANK. A MODIFICATION OF ANYOTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN BORROWER AND THE BANK, WHICHOCCURS AFTER RECEIPT BY BORROWER OF THIS NOTICE, MAY BE MADE ONLY BY ANOTHERWRITTEN INSTRUMENT. ORAL OR IMPLIED MODIFICATIONS TO SUCH CREDIT AGREEMENTS ARENOT ENFORCEABLE AND SHOULD NOT BE RELIED UPON.**

 

6.11  **Waiver ofJury Trial. TO THE EXTENT PERMITTED BY LAW, THE BORROWER AND THE BANK HEREBYJOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION ORPROCEEDING RELATING TO ANY OF THE LOAN DOCUMENTS.  THE OBLIGATIONS THEREUNDER, ANY COLLATERALSECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTEDTHERETO. THE BORROWER AND THE BANK EACH REPRESENTS TO THE OTHER THAT THISWAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.**

 

6.12  **Attachments.  Alldocuments attached hereto, including any appendices, schedules, riders, andexhibits to this Agreement, are hereby expressly incorporated by reference.**

 

INWITNESS WHEREOF, the undersigned have executed this TERM LOAN AGREEMENT as of OCTOBER18, 2005

 
| (Individual  Borrower)   | Outdoor  Channel Holdings, Inc.                                |                                       |
|--------------------------|----------------------------------------------------------------|--------------------------------------------|
|                     | Borrower  Name (Organization)                                  |                                       |
|                     |                                                           |                                       |
|                     |                                                           | a                                          | Delaware  Corporation |   |
|                     |                                                           |                                       |
| Borrower  Name           | N/A                                                            |                                       | By | /s/  William A. Owen |   |
|                     |                                                           |                                       |
| * *                 | Name  and Title                                                | William  A. Owen, Chief Financial  Officer |   |
|                     |                                                           |                                       |   |
|                     | By                                                             |                                       |   |
|                     |                                                           |                                       |
| Borrower  Name           | N/A                                                            |                                       | Name  and Title |   |   |
|                     |                                                           |                                       |
|                     | U.S.  BANK N.A.                                                | (Bank)                                     |   |
|                     |                                                           |                                       |
|                     | By                                                             | /s/  Maureen K. Sullivan                   |   |
|                     |                                                           |                                       |
|                     | Name  and Title                                                | Maureen  K. Sullivan,Vice President        |   |
|                     |                                                           |                                       |
|                     |                                                           |                                       |
| Borrower  Address:       | 43445  Business Park Drive, Suite 113, Temecula, CA 92590 |                                       |
|                     |
| Borrower  Telephone No.: |                                                           |                                       |
|                          |                                                                |                                            |  |  |  |  |  |  |  |  |  |  |

 

6

----

 

RiderA

 

Excerptfrom our Risk Factors as presented in our prospectus dated June 27, 2005and our forms 10Qs for the first and second quarters ended March 31, 2005and June 30, 2005

 

*We may be required to pay additional state income taxes forpast years.*

 

Weare required to pay income taxes in various states in which we conduct ourbusiness operations. In the past, we have paid state income taxes only inCalifornia (where our headquarters is located) and have not paid income taxesto any other state. We have recently determined that we may have state incometax liability in the eight states other than California in which our goldprospecting properties are located. Although we expect in the near future togather sufficient information to enable us to apportion our income to suchstates and file income tax returns in those states for past years, we can offerno assurances as to when we will be able to file state income tax returns inthose states where we may have outstanding, current and future tax liabilities.In general, we believe any income taxes that we may be required to pay tostates other than California will be partially offset by a refund from theState of California for income tax amounts we have overpaid to California inpast years. We may, however, be limited as to the number of years for which wecan receive a refund from California for taxes previously paid, and we cannotpredict when we would receive any such refund. In addition, because each stateto which we may owe outstanding income taxes has a different methodology forcalculating tax owed and a different tax rate, our aggregate state income taxliability could be greater than what we have paid to California in prior years.Our aggregate state income tax liability, on which we may owe accrued interestand penalties, could be material to our results of operations.

 

----

 

**ADDENDUM TO TERM LOAN AGREEMENT AND NOTE**

 

ThisAddendum is made part of the Term Loan Agreement and Note (the “Agreement”)made and entered into by and between the undersigned borrower (the “Borrower”)and the undersigned bank (the “Bank”) as of the date identified below. Thewarranties, covenants and other terms described below are hereby added to theAgreement.

 

**Financial Covenants.**Financial terms used herein which are notspecifically defined herein shall have the meanings ascribed to them undergenerally accepted accounting principles. For any Borrower who does not have aseparate fiscal year end for tax reporting purposes, the fiscal year will bedeemed to be the calendar year. Borrower (herein referred to as the **“Subject****Party”**)will maintain the following:

 

**Senior Funded Debt to EBITDA Ratio**as of the end of each fiscal quarter for thefiscal quarter then ended of not more than 1.50 to 1.

 

**“Senior Funded Debt to EBITDA Ratio”**shall mean the ratio of Senior Funded Debt toEBlTDA.

 

**“Senior Funded Debt”**shall mean indebtedness for borrowed money,for the deferred purchase price of property not purchased on ordinary tradeterms, for capitalized leases and for other liabilities evidenced by promissorynotes or other instruments, but not including any indebtedness that has beensubordinated to the indebtedness evidenced by the Note pursuant to a writingthat has been accepted by Bank.

 

**“EBITDA”**shall mean net income, plus interest expense, plus income tax expense,plus depreciation expense plus amortization expense.

 

**Fixed Charge Coverage Ratio**as of the end of each fiscal quarter for thefour (4) fiscal quarters then ended of at least 1.30 to 1.

 

**“Fixed Charge Coverage Ratio”**shall mean (a) EBITDAR minus cash taxes,cash dividends and Maintenance Capital Expenditures divided by (b) the sumof all required principal payments (on short and long term debt and capitalleases), interest and rental or lease expense.

 

**“EBITDAR”**shall mean net income, plus interest expense, plus income tax expense,plus depreciation expense plus amortization expense plus rent or lease expense.

 

**“Maintenance Capital****Expenditures”** shallmean the dollar amount of Capital Expenditures that are necessary to maintainthe current level of revenues. For the purposes of the covenant calculation, atno time shall the amount of the Capital Expenditures used be less than$560,000.00 per fiscal year, prorated evenly for the measurement periodsrequired above.

 

**“Capital Expenditures”**shall mean the aggregate amount of allpurchases or acquisitions of fixed assets, including real estate, motorvehicles, equipment, fixtures, leases and any other items that would becapitalized on the books of the Subject Party under generally acceptedaccounting principles. The term “Capital Expenditures” will not includeexpenditures or charges for the usual and customary maintenance, repair andretooling of any fixed asset or the acquisition of new tooling in the ordinarycourse of business.

 

**Financial Information and Reporting.**This provision replaces in its entirety theprovision of the Agreement titled “Financial Information and Importing”.Financial terms used herein which are not specifically defined herein shallhave the meanings ascribed to them under generally accepted accountingprinciples. For any Borrower who does not have a separate fiscal year end fortax reporting purposes, the fiscal year will be deemed to be the calendar year.The financial statements and other information previously provided to Bank orprovided to Bank in the future are or will be complete and accurate andprepared in accordance with generally accepted accounting principles. There hasbeen no material adverse change in Borrower’s financial condition since suchinformation was provided to Bank. Borrower will (i) maintain accountingrecords in accordance with generally recognized and accepted principles ofaccounting consistently applied throughout the accounting periods involved;(ii) provide Bank with such information concerning its business affairsand financial condition (including insurance coverage) as Bank may request; and(iii) without request, provide to Bank the following financialinformation, in form and content acceptable to Bank, pertaining to Borrower:

 

**Annual Financial Statements:**Not later than 90 days after the end of eachfiscal year, annual financial statements, audited by a certified publicaccounting firm acceptable to Bank.

 

----

 

**InterimFinancial Statements:**Not later than 60 days after the end of each fiscal quarter, interim financialstatements, prepared by Borrower.

 

**Certificateof****Compliance**(this requirementpertains to Borrower only, regardless of whether financial reports areotherwise required for Borrower together with others hereundcr): Not later than60 days after the end of each fiscal quarter, a certificate, executed by Borrower(or, if Borrower is an entity, by Borrower’s chief financial officer or otherofficer or person acceptable to Bank) certifying that the representations andwarranties set forth in the Agreement are true and correct as of the date ofthe certificate and further certifying that, as of the date of the certificate,no default exists under the Agreement.

 

**Agings of Accounts Payable**(this requirement pertains to Borrower only,regardless of whether financial reports are otherwise required for Borrower togetherwith others hereunder): Not later than 30 days after the end of each fiscalquarter, a detailed aging by invoice date of accounts payable as of the lastday of such period, together with an explanation of any adjustments made at theend of such period.

 

**Agings of Accounts Receivable**(this requirement pertains to Borrower only,regardless of whether financial reports are otherwise required for Borrowertogether with others hereunder): Not later than 30 days after the end of eachfiscal quarter, a detailed aging by invoice date of accounts and contractsreceivable as of the last day of such period, together with an explanation ofany adjustments made at the end of such period.

 

 
| Dated  as of       | October 18,  2005                                           |                                 |                      |
|--------------------|------------------------------------------------------------------|--------------------------------------|---------------------------|
|               |                                                             |
| (Individual)       | (Non-Individual)                                                 |
|               |                                                             |
|               |                                                             | Outdoor  Channel Holdings, Inc. |
| Borrower  Name n/a | a/an                                                             | California  Corporation              |                      |
|               |                                                             |
|               |                                                             | By:                                  |  /s/ William A. Owen |   |   |
| Borrower  Name n/a | Name  and Title William A. Owen, Chief* *Financial  Officer |
|               |                                                             |
|               | By:                                                              |                                 |                      |
|               | Name  and Title                                                  |
|               |                                                             |
|               | Agreed  to:                                                      |
|               | U.S.  BANK N.A.                                                  |
|               |                                                             |
|               | By:                                                              | Richard  Young for                   |                      |
|               | Name  and Title Maureen K. Sullivan, Vice President              |
|                    |                                                                  |                                      |                           |  |  |  |  |  |  |  |  |

 

----

 

**SECOND ADDENDUM TO TERM LOAN AGREEMENT AND NOTE**

 

ThisSecond Addendum to Term Loan Agreement and Note (this **“Addendum”**)is made part of the Term Loan Agreement (the **“Agreement”**)made and entered into by and between the undersigned borrower (the **“Borrower”**) and U.S. Bank N.A. (the **“Bank”**)and the Addendum to Term Loan Agreement and Note (the **“FirstAddendum”**) by and between Borrower and Bank, both of which documentsare dated as of the date identified below. The First Addendum and this Addendumare both addendums to the Agreement, pursuant to which Bank has made toBorrower that certain term loan in the original principal amount of$3,000,000.00 that is evidenced by that certain Term Note in the originalprincipal amount of $3,000,000.00 by Borrower in favor of Bank. The warranties,covenants and other terms of this Addendum hereby supplement, amend or modifythe Agreement and the First Addendum as indicated below. Capitalized terms notdefined herein shall have meanings ascribed to them in the Agreement.

 

**1.**     **Financial Covenants.**The following financial covenant is in addition to those in the Agreement andthe First Addendum. Financial terms used herein that are not specificallydefined herein, in the Agreement, or in the First Addendum shall have themeanings ascribed to them under generally accepted accounting principles.

 

**Quarterly Profits.** The Borrower shall have and shall report Net Profit After Taxes of anamount greater than $250,000.00 for each of its fiscal quarters.

 

**2.**     **Definition.** Thefollowing capitalized term used in this Addendum shall have the followingmeaning:

 

**“Net Profit After Taxes”** shall mean, for any time period, the sum of the Borrower’s net income(loss) for such period, after the amount of income tax expense (or benefit) hasbeen deducted (or added).

 

**3.**             **Continuing Validity.** Except as expressly modified above or inother agreements between Borrower and Bank, the terms of the Agreement, theFirst Addendum and the other Loan Documents (as defined in the Agreement),shall remain unchanged and in full force and effect.

 
| Dated  as of October 18, 2005    |                     |
|---------------------------------------|--------------------------|
|                                  |                     |
| Borrower:                             |                     |
|                                  |                     |
| Outdoor  Channel Holdings, Inc., |                     |
| a  Delaware corporation               |                     |
|                                  |                     |
| By:                                   | /s/  William A. Owen     |   |   |
|                                  | William  A. Owen,        |   |
|                                  | Chief  Financial Officer |   |
|                                  |                     |
| Bank:                                 |                     |
|                                  |                     |
| U.S.  Bank N.A.                       | :                        |
|                                  |                     |
| By:                                   | Richard  Young for       |   |   |
|                                  | Maureen  Sullivan,       |   |
|                                  | Vice  President          |   |

 

----

 
|   | **For  Bank Use Only** | Reviewed  by                           |
|--------|------------------------|----------------------------------------|
|   |                   |
|   | Due                    |   **SEPTEMBER 5, 2010** |   |
|   |
|   | Customer  #            | 6517384088                             |   Loan  *#* |   |   |
|        |                        |                                        |  |  |  |  |  |  |

 

**TERM NOTE**

**(For Term Loan Agreement)**

 
| $3,000,000.00 | OCTOBER 18, 2005 |
|---------------|------------------|

 

FORVALUE RECEIVED, the undersigned borrower (the **“Borrower”**),promises to pay to the order of **U.S. BANK N.A.** (the**“Bank”**), the principal sum of **THREE MILLION AND NQ/100** Dollars ($ 3,000,000.00).

 

**Interest.**

 

Theunpaid principal balance will bear interest at an annual rate described in theInterest Rate Rider attached to this Note.

 

**Payment Schedule.**

 

Interestis payable beginning DECEMBER 5, 2005, and on the same date of each consecutivemonth thereafter (except that if a given month does not have such a date, thelast day of such month), plus a final interest payment with the final paymentof principal.

 

Principalis payable in 57 installments of $51,725.00 each, beginning DECEMBER 5, 2005,and on the same date of each consecutive month thereafter (except that if agiven month does not have such a date, the last day of such month), plus afinal payment equal to all unpaid principal on SEPTEMBER 5, 2010, THE MATURITYDATE.

 

Interestwill be computed for the actual number of days principal is unpaid, using adaily factor obtained by dividing the stated interest rate by 360.

 

Notwithstandingany provision of this Note to the contrary, upon any default or at any timeduring the continuation thereof (including failure to pay upon maturity), theBank may, at its option and subject to applicable law, increase the interestrate on this Note to a rate of 5% per annum plus the interest rate otherwisepayable hereunder. Notwithstanding the foregoing and subject to applicable law,upon the occurrence of a default by the Borrower or any guarantor involvingbankruptcy, insolvency, receivership proceedings or an assignment for thebenefit of creditors, the interest rate on this Note shall automaticallyincrease to a rate of 5% per annum plus the rate otherwise payable hereunder.

 

Inno event will the interest rate hereunder exceed that permitted by applicablelaw. If any interest or other charge is finally determined by a court ofcompetent jurisdiction to exceed the maximum amount permitted by law, theinterest or charge shall be reduced to the maximum permitted by law, and theBank may credit any excess amount previously collected against the balance dueor refund the amount to the Borrower,

 

Subjectto applicable law, if any payment is not made on or before its due date, theBank may collect a delinquency charge of **5.00%** of theunpaid amount. Collection of the late payment fee shall not be deemed to be awaiver of the Bank’s right to declare a default hereunder.

 

Withoutaffecting the liability of any Borrower, endorser, surety or guarantor, theBank may, without notice, renew or extend the time for payment, accept partialpayments, release or impair any collateral security for the payment of thisNote, or agree not to sue any party liable on it.

 

ThisTerm Note constitutes the Note issued under a Term Loan Agreement dated as ofthe date hereof between the Borrower and the Bank, to which Agreement referenceis hereby made for a statement of the terms and conditions under which the loanevidenced hereby was made and a description of the terms and conditions uponwhich the maturity of this Note may be accelerated, and for a description ofthe collateral securing this Note.

 

----

 

ThisNote is a “transferable record” as defined in applicable law relating toelectronic transactions. Therefore, the holder of this Note may, on behalf ofBorrower, create a microfilm or optical disk or other electronic image of thisNote that is an authoritative copy as defined in such law. The holder of thisNote may store the authoritative copy of such Note in its electronic form andthen destroy the paper original as part of the holder’s normal businesspractices. The holder, on its own behalf, may control and transfer suchauthoritative copy as permitted by such law.

 

**All documents attached hereto, including anyappendices, schedules, riders, and exhibits to this Term Note, are herebyexpressly incorporated by reference.**

 

 

TheBorrower hereby acknowledges the receipt of a**copy of thisNote.

 

 
| (Individual  Borrower) | Outdoor  Channel Holdings, Inc. |                                       |
|------------------------|---------------------------------|--------------------------------------------|
|                   | Borrower  Name (Organization)   |                                       |
|                   |                            |                                       |
|                   |                            | a                                          | Delaware  Corporation |   |
|                   |                            |                                       |
| Borrower  Name         | N/A                             |                                       | By |  /s/ William A. Owen |   |
|                   |                            |                                       |
| * *               | Name  and Title                 | William  A. Owen, Chief Financial  Officer |   |
|                   |                            |                                       |   |
|                   | By                              |                                       |   |
|                   |                            |                                       |
| Borrower  Name         | N/A                             |                                       | Name  and Title |   |   |
|                        |                                 |                                            |  |  |  |  |  |  |  |

 

----

 

**INTEREST RATE RIDER**

 

ThisRider is made part of the Term Note (the**“Note”**) in the original amount of $3,000,000.00 by the undersignedborrower (the **“Borrower”**) in favor of U.S. BankN.A. (the **“Bank”**) as of the date identified below. Thefollowing interest rate description is hereby added to the Note:

 

Intereston each advance hereunder shall accrue at an annual rate equal to 1.350% plusthe one-month LIBOR rate quoted by the Bank from Telerate Page 3750 or anysuccessor thereto, which shall be that one-month LIBOR rate in effect two NewYork Banking Days prior to the beginning of each calendar month, adjusted forany reserve requirement and any subsequent costs arising from a change ingovernment regulation, such rate to be reset at the beginning of eachsucceeding month. The term ‘New York Banking Day’ means any day (other than aSaturday or Sunday) on which commercial banks are open for business in NewYork, New York. If the initial advance under this Note occurs other than on thefirst day of the month, the initial one-month LIBOR rate shall be thatone-month LIBOR rate in effect two New York Banking Days prior to the date ofthe initial advance, which rate plus the percentage described above shall be ineffect for the remaining days of the month of the initial advance; suchone-month LIBOR rate to be reset at the beginning of each succeeding month. TheBank’s internal records of applicable interest rates shall be determinative inthe absence of manifest error.

 

 
| Dated  as of:          | OCTOBER 18,  2005          |                                       |                  |                      |
|------------------------|---------------------------------|--------------------------------------------|-----------------------|---------------------------|
|                   |                            |                                       |
| (Individual  Borrower) | Outdoor  Channel Holdings, Inc. |                                       |
|                   | Borrower  Name (Organization)   |                                       |
|                   |                            |                                       |
|                   |                            | a                                          | Delaware  Corporation |                      |
|                   |                            |                                       |
| Borrower  Name         | N/A                             |                                       | By                    |  /s/ William A. Owen |   |
|                   |                            |                                       |
| * *               | Name  and Title                 | William  A. Owen, Chief Financial  Officer |                  |
|                   |                            |                                       |                  |
|                   | By                              |                                       |                  |
|                   |                            |                                       |
| Borrower  Name         | N/A                             |                                       | Name  and Title       |                      |   |
|                        |                                 |                                            |                       |                           |  |  |  |  |  |  |

 

----

 

(Local Currency – SingleJurisdiction)

 

**ISDA®**

 

International Swap Dealers Association, Inc.

 

**MASTER AGREEMENT**

 

dated as of October 18, 2005

 

U.S.Bank National Association and Outdoor Channel Holdings, Inc. have enteredand/or anticipate entering into one or more transactions (each a “Transaction”)that are or will be governed by this Master Agreement, which includes theschedule (the “Schedule”), and the documents and other confirming evidence(each a “Confirmation”) exchanged between the parties confirming thoseTransactions.

 

Accordingly,the parties agree as follows: 

 

1.             **Interpretation**

 

(a)           ***Definitions****.*The terms defined in Section 12 and inthe Schedule will have the meanings therein specified for the purpose ofthis Master Agreement.

 

(b)           ***Inconsistency****.*In the event of any inconsistency between theprovision of the Schedule and the other provisions of this MasterAgreement, the Schedule will prevail.In the event of any inconsistency between theprovision of any Confirmation and this Master Agreement (including theSchedule), such Confirmation will prevail for the purpose of the relevantTransaction.

 

(c)           ***Single Agreemen****t*.**All Transactions are entered into in reliance on the fact that thisMaster Agreement and all Confirmations form a single agreement between theparties (collectively referred to as this “Agreement”), and the parties wouldnot otherwise enter into any Transactions.

 

**2.****            ****Obligations**

 

**(a)****          *****General Conditions.***

 

(i)            Each party will make each payment or deliveryspecified in each Confirmation to be made by it, subject to the otherprovisions of this Agreement.

 

(ii)           Payments under this agreement will be made onthe due date for value on that date in the place of the account specified inthe relevant Confirmation or otherwise pursuant to this Agreement, in freelytransferable funds and in the manner customary for payments in the requiredcurrency.

 

(iii)          Each obligation of each party underSection 2(a)(i) is subject to (1) the condition precedent that noEvent of Default or Potential Event of Default with respect to the other partyhas occurred and is continuing, (2) the condition precedent that no EarlyTermination Date in respect of the relevant Transaction has occurred or beeneffectively designated and (3) each other applicable condition precedentspecified in this Agreement.

 

Copyright © 1992 by International Swap Dealers Association, Inc.

Second Printing

 

----

 

(b)           ***Change ofAccount****.*Either party maychange its account for receiving a payment or delivery by giving notice to theother party at least five Local Business Days prior to the scheduled date forthe payment or delivery to which such change applies unless such other partygives timely notice of a reasonable objection to such change.

 

(c)           ***Netting****.*If on any date amounts would otherwise bepayable:

 

(i)            in the same currency; and

 

(ii)           in respect of the same Transaction,

 

byeach party to the other, then, on such date, each party’s obligation to makepayment of any such amount will be automatically satisfied and discharged and,if the aggregate amount that would otherwise have been payable by one partyexceeds the aggregate amount that would otherwise have been payable by theother party, replaced by an obligation upon the party by whom the largeraggregate amount would have been payable to pay to the other party the excessof the larger aggregate amount over the smaller aggregate amount.

 

Theparties may elect in respect of two or more Transactions that a net amount willbe determined in respect of all amounts payable on the same date in the samecurrency in respect of such Transactions, regardless of whether such amountsare payable in respect of the same Transaction. The election may be made in theSchedule or a Confirmation by specifying that subparagraph (ii) abovewill not apply to the Transactions identified as being subject to the election,together with the starting date (in which case subparagraph (ii) abovewill not, or will cease to, apply to such Transactions from such date). Thiselection may be made separately for different groups of Transactions and willapply separately to each pairing of branches or offices through which theparlies make and receive payments or deliveries.

 

(d)           ***DefaultInterest;****  **OtherAmounts**.*Prior tothe occurrence or effective designation of an Early Termination Date in respectof the relevant Transaction, a party that defaults in the performance of anypayment obligation will, to the extent permitted by law and subject toSection 6(c), be required to pay interest (before as well as afterjudgment) on the overdue amount to the other party on demand in the samecurrency as such overdue amount, for the period from (and including) theoriginal due date for payment to (but excluding) the date of actual payment, atthe Default Rate.Such interest will be calculated on the basis of daily compounding andthe actual number of days elapsed. If, prior to the occurrence or effectivedesignation of an Early Termination Date in respect of the relevantTransaction, a party defaults in the performance of any obligation required tobe settled by delivery, it will compensate the other party on demand if and tothe extent provided for in the relevant Confirmation or elsewhere in thisAgreement.

 

3.             **Representations**

 

Eachparty represents to the other party (which representations will be deemed to berepeated by each party on each date on which a Transaction is entered into)that

 

(a)           ***BasicRepresentations****.*

 

(i)            ***Status.*****It is duly organized and validly existingunder the laws of the jurisdiction of its organization or incorporation and, ifrelevant under such laws, in good standing;

 

(ii)           ***Powers.*****It has the power to execute this Agreementand any other documentation relating to this Agreement to which it is a party,to deliver this Agreement and any other documentation relating to thisAgreement that it is required by this Agreement to deliver and to perform itsobligations under this Agreement and any obligations it has under any CreditSupport Document to which it is a party and has taken all necessary action toauthorize such execution, delivery and performance;

 

(iii)          ***No Violation orConflict.*****Such execution,delivery and performance do act violate or conflict with any law applicable toit, any provision of its constitutionaldocuments, any order or judgment of any court or other agency of governmentapplicable to it or any of its assets or any contractual restriction binding onor affecting it or any of its assets;

 

2

----

 

(iv)          ***Consents.***All governmental and other consents that arerequired to have been obtained by it with respect to this Agreement or anyCredit Support Document to which it is a party have been obtained and are infull force and effect and all conditions of any such consents have beencomplied with; and

 

(v)           ***ObligationsBinding.***Its obligationsunder this Agreement and any Credit Support Document to which it is a partyconstitute its legal, valid and binding obligations, enforceable in accordancewith their respective terms (subject to applicable bankruptcy, reorganization,insolvency, moratorium or similar laws affecting creditors’ rights generallyand subject, as to enforceability, to equitable principles of generalapplication (regardless of whether enforcement is sought in a proceeding inequity or at law)).

 

(b)           ***Absence ofCertain Events.***No Eventof Default or Potential Event of Default or, to its knowledge, TerminationEvent with respect to it has occurred and is continuing and no such event orcircumstance would occur as a result of its entering into or performing itsobligations under this Agreement or any Credit Support document to which it isa party.

 

(c)           ***Absence ofLitigation.***There is notpending or, to its knowledge, threatened against it or any of its Affiliates anyaction, suit or proceeding at law or in equity or before any court, tribunal,governmental body, agency or official or any arbitrator that is likely toaffect the legality, validity or enforceability against it of this Agreement orany Credit Support Document to which it is a party or its ability to performits obligations under this Agreement or such Credit Support Document.

 

(d)           ***Accuracyof Specified Information.***Allapplicable information that is furnished in writing by or on behalf of it tothe other party and is identified for the purpose of this Section 3(d) in theSchedule is, as of the date of the information, true, accurate and complete inevery material respect.

 

**4.****            ****Agreements**

 

Eachparty agrees with the other that, so long as either party has or may have anyobligation under this Agreement or under any Credit Support Document to whichit is a party;

 

(a)           ***FurnishSpecified Information.***Itwill deliver to the other party any forms, documents or certificates specified inthe Schedule or any Confirmation by the date specified in the Schedule or suchConfirmation or, if none is specified, as soon as reasonably practicable.

 

(b)           ***MaintainAuthorizations.***It willuse all reasonable efforts to maintain in full force and effect all consents ofany governmental or other authority that are required to be obtained by it withrespect to this Agreement or any Credit Support Document to which it is a partyand will use all reasonable efforts to obtain any that may become necessary inthe future.

 

(c)           ***Comply withLaws.***It will comply inall material respects with all applicable laws and orders to which it may besubject if failure so to comply would materially impair its ability to performits obligations under this Agreement or any Credit Support Document to which itis a party.

 

**5.****            ****Events of Default andTermination Events**

 

(a)           ***Events ofDefault.***The occurrenceat any time with respect to a party or, if applicable, any Credit SupportProvider of such party or any Specified Entity of such party of any of the followingevents constitutes an event of default (an “Event of Default”) with respect tosuch party;

 

(i)            ***Failure toPay or Deliver.***Failureby the party to make, when due, any payment under this Agreement or deliveryunder Section 2(a)(i) or 2(d) required to be made by it if such failure is notremedied on or before the third Local Business Day after notice of such failureis given to the party;

 

(ii)           ***Breach ofAgreement.***Failure by theparty to comply with or perform any agreement or obligation (other than anobligation to make any payment under this Agreement or delivery

 

3

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underSection 2(a)(i) or 2(d) or to give notice of a Termination Event) to becomplied with or performed by the party in accordance with this Agreement ifsuch failure is not remedied on or before the thirtieth day after notice ofsuch failure is given to the party;

 

(iii)          ***Credit SupportDefault.***

 

(1)           failure by the party or any Credit SupportProvider of such party to comply with or perform any agreement or obligation tobe complied with or performed by it in accordance with any Credit SupportDocument if such failure is continuing after any applicable grace period baselapsed;

 

(2)           the expiration or termination of such CreditSupport Document or the failing or ceasing of such Credit Support Document tobe in full force and effect for the purpose of this Agreement (in either caseother than in accordance with its terms) prior to the satisfaction of allobligations of such party under each Transaction to which such Credit SupportDocument relates without the written consent of the other party; or

 

(3)           the party or such Credit Support Providerdisaffirms, disclaims, repudiates or rejects, inwhole or in part, or challenges the validity of, such Credit Support Document;

 

(iv)          ***Misrepresentation.*****A representation made or repeated or deemedto have been made or repeated by the party or any Credit Support Provider ofsuch party in this Agreement or any Credit Support Document proves to have beenincorrect or misleading in any material respect when made or repeated or deemedto have been made or repeated;

 

(v)           ***Default underSpecified Transaction.*****Theparty, any Credit Support Provider of such party or any applicable SpecifiedEntity of such party (1) defaults under a Specified Transaction and, aftergiving effect to any applicable notice requirement or grace period, thereoccurs a liquidation of, an acceleration of obligations under, or an earlytermination of, that Specified Transaction, (2) defaults, after giving effectto any applicable notice requirement or grace period, in making any payment ordelivery due on the last payment, delivery or exchange date of, or any paymenton early termination of, a Specified Transaction (or such default continues forat least three Local Business Days if there is no applicable notice requirementor grace period) or (3) disaffirms, disclaims, repudiates or rejects, in wholeor in part, a Specified Transaction (or such action is taken by any person orentity appointed or empowered to operate it or act on its behalf);

 

(vi)          ***Cross Default.*****If “Cross Default” is specified in theSchedule as applying to the party, the occurrence or existence of (1) adefault, event of default or other similar condition or event (however described),in respect of such party, any Credit Support Provider of such party or anyapplicable Specified Entity of such party under one or more agreements orinstruments relating to Specified Indebtedness of any of them (individually orcollectively) in an aggregate amount of not less than the applicable ThresholdAmount (as specified in the Schedule) which has resulted in such SpecifiedIndebtedness becoming, or becoming capable at such time of being declared, dueand payable under such agreements or instruments, before it would otherwisehave been due and payable or (2) a default by such party, such Credit SupportProvider or such Specified Entity (individually or collectively) in making oneor more payments on the due date thereof in an aggregate amount of not lessthan the applicable Threshold Amount under such agreements or instruments(after giving effect to any applicable notice requirement or grace period);

 

(vii)         ***Bankruptcy.*****The party, any Credit Support Provider ofsuch party or any applicable Specified Entity of such party:

 

(1)           is dissolved (other than, pursuant to aconsolidation, amalgamation or merger); (2) becomes insolvent or is unable topay its debts or fails or admits in writing its inability generally to pay itsdebts as they become due; (3) makes a general assignment, arrangement orcomposition with or for the benefit of its creditors; (4) institutes or hasinstituted against it a proceeding seeking a judgment of insolvency orbankruptcy or any other relief under any bankruptcy or insolvency law or othersimilar law affecting

 

4

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creditors’ rights, or apetition is present for its winding-up or liquidation, and, in the case of anysuch proceeding or petition instituted or presented against it, such proceedingor petition (A) results in a judgment of insolvency or bankruptcy or the entryof an order for relief or themaking of an order for its winding-up or liquidation or (B) is not dismissed,discharged, stayed or restrained in each case within 30 days of the institutionor presentation thereof; (5) has a resolution passed for its winding-up,official management or liquidation (other than pursuant to a consolidation,amalgamation or merger); (6) seeks or becomes subject to the appointment of anadministrator, provisional liquidator, conservator, receiver, trustee,custodian or other similar official for it or far all or substantially all itsassets; (7) has a secured party take possession of all or substantially all itsassets or has a distress, execution, attachment, sequestration or other legalprocess levied, enforced or sued on or against all or substantially all itsassets and such secured party maintains possession, or any such process is notdismissed, discharged, stayed or restrained, in each case within 30 daysthereafter; (8) causes or is subject to any event with respect to it which,under the applicable laws of any jurisdiction, has an analogous effect to anyof the events specified in clauses (1) to (7) (inclusive); or (9) takes anyaction in furtherance of, indicating its consent to, approval of, oracquiescence in, any of the foregoing acts; or

 

(viii)        ***Merger WithoutAssumption.*****The party or anyCredit Support Provider of such party consolidates or amalgamates with, ormerges with or into, or transfers all or substantially all its assets to,another entity and, at the time of such consolidation, amalgamation, merger ortransfer:

 

(1)           the resulting, surviving or transferee entity fails to assume all theobligations of such party or such Credit Support Provider under this Agreementor any Credit Support Document to which it or its predecessor was a party byoperation of law or pursuant to an agreement reasonably satisfactory to theother party to this Agreement; or

 

(2)           the benefits of any Credit Support Document fail to extend (without theconsent of the other party) to the performance by such resulting, surviving ortransferee entity of its obligations under this Agreement.

 

(b)   ***TerminationEvents.*****The occurrence atany time with respect to a party or, if applicable, any Credit Support Providerof such party or any Specified Entity of such party of any event specifiedbelow constitutes an Illegality if the event is specified in (i) below, and, ifspecified to be applicable, a Credit Event Upon Merger if the event isspecified pursuant to (ii) below or an Additional Termination Event if theevent is specified pursuant to (iii) below:

 

(i)            ***Illegality.*****Dueto the adoption of, or any change in, any applicable law after the date onwhich a Transaction is entered into, or due to the promulgation of, or anychange in, the interpretation by any court, tribunal or regulatory authoritywith competent jurisdiction of any applicable law after such date, it becomesunlawful (other than as a result of a breach by the party of Section 4(b)) forsuch party (which will be the Affected Party):

 

(1)           to perform any absolute or contingent obligation to make a payment ordelivery or to receive a payment or delivery in respect of such Transaction orto comply with any other material provision of this Agreement relating to suchTransaction; or

 

(2)           to perform, or for any Credit Support Provider of such party toperform, any contingent or other obligation which the party (or such CreditSupport Provider) has under any Credit Support Document relating to suchTransaction;

 

(ii)           ***Credit Event Upon Merger.**** *If “Credit Event Upon Merger” is specified in the Schedule as applyingto the party, such party (“X”), any Credit Support Provider of X or anyapplicable Specified Entity of X consolidates or amalgamates with, or mergeswith or into, or transfers all or substantially all its assets to, anotherentity and such action does not constitute an event described in Section5(a)(viii) but the creditworthiness of the resulting, surviving or transfereeentity is materially weaker than that of X, such Credit Support Provider orsuch Specified Entity,

 

5

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as the case may be,immediately prior to such action (and, in such event, X or its successor ortransferee, as appropriate, will be the Affected Party); or

 

(iii)          ***Additional Termination Event.*****If any “Additional Termination Event” isspecified in the Schedule or any Confirmation as applying, the occurrence ofsuch event (and, in such event, the Affected Party or Affected Parties shall beas specified for such Additional Termination Event in the Schedule or suchConfirmation).

 

(c)   ***Event ofDefault and Illegality.*****If anevent or circumstance which would otherwise constitute or give rise to an Eventof Default also constitutes an illegality, it will be treated as an illegalityand will not constitute an Event of Default.

 

6.             **Early Termination**

 

(a)   ***Right toTerminate following Event of Default.**** *If at any time an Event of Default withrespect to a party (the “Defaulting Party”) has occurred and is thencontinuing, the other party (the “Non-defaulting Party”) may, by not more than20 days notice to the Defaulting Party specifying the relevant Event ofDefault, designate a day not earlier than the day such notice is effective asan Early Termination Date in respect of all outstanding Transactions. If,however, “Automatic Early Termination” is specified in the Schedule as applyingto a party, then an Early Termination Date in respect of all outstandingTransactions will occur immediately upon the occurrence with respect to such partyof an Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, tothe extent analogous thereof, (8), and as of the time immediately preceding theinstitution of the relevant proceeding or the presentation of the relevantpetition upon the occurrence with respect to such party of an Event of Default specifiedin Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

 

(b)   ***Right toTerminate Following Termination Event.***

 

(i)            ***Notice.**** *If a Termination Event occurs, an AffectedParty will, promptly upon becoming aware of it, notify the other party,specifying the nature of that Termination Event and each Affected Transactionand will also give such other information about that Termination Event as theother party may reasonably require.

 

(ii)           ***Two Affected Parties.*****If an Illegality under Section 5(b)(i)(l)occurs and there are two Affected Parties, each party will use all reasonableefforts to reach agreement within 30 days after notice thereof is given underSection 6(b)(i) on action to avoid that Termination Event.

 

(iii)          ***Right to Terminate.**** *If:

 

(1)           an agreement under Section 6(b)(ii) has not been effected with respectto all Affected Transactions within 30 days after an Affected Party givesnotice under Section 6(b)(i); or

 

(2)           an Illegality other than that referred to in Section 6(b)(ii), a CreditEvent Upon Merger or an Additional Termination Event occurs,

 

either party in the case ofan Illegality, any Affected Party in the case of an Additional TerminationEvent if there is more than one Affected Party, or the party which is not theAffected Party in the case of a Credit Event Upon Merger or an AdditionalTermination Event if there is only one Affected Party may, by not more than 20days notice to the other party and provided that the relevant Termination Eventis then continuing, designate a day not earlier than the day such notice iseffective as an Early Termination Date in respect of all Affected Transactions.

 

(c)   ***Effect ofDesignation.***

 

(i)            If notice designating an Early TerminationDate is given under Section 6(a) or (b), the Early Termination Date will occuron the date so designated, whether or not the relevant Event of Default orTermination is then continuing.

 

6

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(ii)           Upon the occurrence or effective designation of an Early TerminationDate, no further payments or deliveries under Section 2(a)(i) or 2(d) inrespect of the Terminated Transactions will be required to be made, but withoutprejudice to the other provisions of this Agreement. The amount, if any,payable in respect of an Early Termination Date shall be determined pursuant toSection 6(e).

 

(d)   ***Calculations.***

 

(i)            ***Statement.**** *On or as soon as reasonably practicablefollowing the occurrence of an Early Termination Date, each party will make thecalculations on its part, if any, contemplated by Section 6(e) and will provideto the other party a statement (1) showing, in reasonable detail, suchcalculations (including all relevant quotations and specifying any amount payableunder Section 6(e)) and (2) giving details of the relevant account to which anyamount payable to it is to be paid. In the absence of written confirmation fromthe source of a quotation obtained in determining a Market Quotation, therecords of the party obtaining such quotation will be conclusive evidence ofthe existence and accuracy of such quotation.

 

(ii)           ***Payment Date.*****An amount calculated as being due in respectof any Early Termination Date under Section 6(e) will be payable on the daythat notice of the amount payable is effective (in the case of an EarlyTermination Date which is designated or occurs as a result of an Event ofDefault) and on the day which is two Local Business Days after the day on whichnotice of the amount payable is effective (in the case of an Early TerminationDate which is designated as a result of a Termination Event). Such amount willbe paid together with (to the extent permitted under applicable law) interestthereon (before as well as after judgment), from (and including) the relevantEarly Termination Date to (but excluding) the date such amount is paid, at theApplicable Rate. Such interest will be calculated on the basis of dailycompounding and the actual number of days clasped.

 

(e)   ***Payments onEarly Termination.**** *If an Early Termination Date occurs, thefollowing provisions shall apply based on the parties’ election in the Scheduleof a payment measure, either “Market Quotation” or “Loss”, and a paymentmethod, either the “First Method” or the “Second Method”.  If the parties fail to designate a payment measureor payment method in the Schedule, it will be deemed that “Market Quotation” orthe “Second Method”, as the case may be, shall apply.  The amount, if any, payable in respect of anEarly Termination Date and determined pursuant to this Section will be subjectto any Set-off.

 

(i)            ***Events ofDefault.**** *If the Early Termination Date results from anEvent of Default:

 

(1)           ***First Method and Market Quotation.**** *If the First Method and Market Quotation apply, the Defaulting Partywill pay to the Non-defaulting Party the excess, if a positive number, of (A)the sum of the Settlement Amount (determined by the Non-defaulting Party) inrespect of the Terminated Transactions and the Unpaid Amounts owing to the Non-defaultingParty over (B) the Unpaid Amounts owing to the Defaulting Party.

 

(2)           ***First Method and Loss.**** *If the First Method and Loss apply, the Defaulting Party will pay tothe Non-defaulting Party, if a positive number, the Non-defaulting Party’s Lossin respect of this Agreement.

 

(3)           ***Second Method and Market Quotation.**** *If the Second Method and Market Quotation apply, an amount will bepayable equal to (A) the sum of the Settlement Amount (determined by theNon-defaulting Party) in respect of the Terminated Transactions and the UnpaidAmounts owing to the Non-defaulting Party less (B) the Unpaid Amounts owing tothe Defaulting Party. If that amount is a positive number, the Defaulting Partywill pay it to the Non-defaulting Party; if it is a negative number, the Non-defaultingParty will pay the absolute value of that amount to the Defaulting Party.

 

(4)           ***Second Method and Loss.**** *If the Second Method and Loss apply, an amount will be payable equal tothe Non-defaulting Party’s Loss in respect of this Agreement. If that amount isa positive number, the Defaulting Party will pay it to the Non-defaulting

 

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Party; if it is a negativenumber, the Non-defaulting Patty will pay the absolute value of that amount tothe Defaulting Party.

 

(ii)           ***TerminationEvents.*****If the EarlyTermination Date results from aTermination Event

 

(1)**          *****OneAffected Party.***If thereis one Affected Party, the amount payable will be determined in accordance withSection 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Lossapplies, except that, in either case, references to the Defaulting Party and tothe Non-defaulting Party will be deemed to be references to the Affected Partyand the party which is not the Affected Party, respectively, and, if Lossapplies and fewer than all the Transactions are being terminated, Loss shall becalculated in respect of all Terminated Transactions.

 

(2)           ***TwoAffected Parties.***Ifthere are two Affected Parties:

 

(A)          If Market Quotation applies, each party will determine a SettlementAmount in respect of the Terminated Transactions, and an amount will be payableequal to (1) the sum of (a) one-half of thedifference between the Settlement Amount of the party with the higherSettlement Amount (“X”) and the Settlement Amount of the party with the lowerSettlement Amount (“Y”) and (b) the Unpaid Amounts owing to X less (II) theUnpaid Amounts owing to Y; and

 

(B)           If Loss applies, each party will determine its Loss in respect of thisAgreement (or, if fewer than all the Transactions are being terminated, inrespect of all Terminated Transactions) and an amount will be payable equal toone-half of the difference between the Loss of the party with the higher Loss (“X”)and the Loss of the party with the lower Loss (“Y”).

 

If the amount payable is apositive number, Y will pay it to X; if it is a negative number, X will pay theabsolute value of that amount to Y.

 

(iii)          ***Adjustmentfor Bankruptcy.***Incircumstances where an Early Termination Date occurs because “Automatic EarlyTermination” applies in respect of a party, the amount determined under thisSection 6(c) will be subject to such adjustments as are appropriate andpermitted by law to reflect any payments or deliveries made by one party to theother under this Agreement (and retained by such other party) during the period from the relevant EarlyTermination Date to the date forpayment determined under Section 6(d)(ii).

 

(iv)          ***Pre-Estimate.*****The parties agree that if Market Quotationapplies an amount recoverable under this Section 6(e) is a reasonablepre-estimate of loss and not a penalty. Such amount is payable for the loss ofbargain and the loss of protection against future risks and except as otherwiseprovided in this Agreement neither party will be entitled to recover anyadditional damages as a consequence of such losses.

 

7.**             ****Transfer**

 

Neither this Agreement norany interest or obligation in or under this Agreement may be transferred(whether by way of security or otherwise) by either party without the prior writtenconsent of the other party, except that:

 

(a)   a party may make such a transfer of thisAgreement pursuant to a consolidation or amalgamation with, or merger with orinto, or transfer of all or substantially all its assets to, another entity(but without prejudice to any other right or remedy under this Agreement); and

 

(b)   a party may make such a transfer of all orany part of its interest in any amount payable to it from a Defaulting Partyunder Section 6(e).

 

Any purported transfer that is not in compliancewith this Section will be void.

 

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**8.****             ****Miscellaneous**

 

(a)   ***EntireAgreement.**** *This Agreement constitutes the entireagreement and understanding of the parties with respect to its subject matterand supersedes all oral communication and prior writings with respect thereto.

 

(b)   ***Amendments. ***No amendment modification or waiver in respect of this Agreement willbe effective unless in writing (including a writing evidence by a facsimiletransmission) and executed by each of the parties or confirmed by an exchangeof telexes or electronic messages on an electric messaging system.

 

(c)   ***Survivalof Obligations. ***Without prejudice to Sections 2(a)(iii) and6(c)(ii), the obligations of the parties under this Agreement will survive thetermination of any Transaction.

 

(d)   ***RemediesCumulative.  ***Except as provided in this Agreement, therights, powers, remedies and privileges provided in this Agreement arecumulative and not exclusive of any rights, powers, remedies and privileges providedby law.

 

(e)   ***Counterpartsand Confirmations.***

 

(i)            This Agreement (and each amendment,modification, and waiver in respect of it) may be

executedand delivered in counterparts (including by facsimile transmission), each ofwhich will be deemed an original.

 

(ii)           The parties intend that they are legally bound by the terms of eachTransaction from the moment they agree to those terms (whether orally orotherwise). A Confirmation shall be entered into as soon as practicable and maybe executed and delivered in counterparts (including by facsimile transmission)or be created by an exchange of telexes or by an exchange of electronicmessages on an electronic messaging system, which in each case will besufficient for all purposes to evidence a binding supplement to this Agreement.The parties will specify therein or through another effective means that anysuch counterpart, telex or electronic message constitutes a Confirmation.

 

(f)    ***No******Waiver ofRights. ***A failure or delay in exercising any right,power or privilege in respect of this Agreement will not be presumed to operateas a waiver, and a single or partial exercise of any right power or privilegewill not be presumed to preclude any subsequent or further exercise, of thatright power or privilege or the exercise of any other right power or privilege.

 

(g)   ***Headings. ***The headings used in this Agreement are for convenience of referenceonly and are not to affect the construction of or to be taken intoconsideration in interpreting this Agreement.

*** ***

9.***            *****Expenses**

 

A Defaulting Party will, on demand, indemnifyand hold harmless the other party for and against all reasonable out-of-pocketexpenses, including legal fees, incurred by such other party by reason of theenforcement and protection of its rights under this Agreement or any CreditSupport Document to which the Defaulting Party is a party or by reason of theearly termination of any Transaction, including, but not limited to, costs ofcollection.

 

10.           **Notices**

 

(a)   ***Effectiveness.***Any notice or othercommunication in respect of this Agreement may be given in any manner set forthbelow (except that a notice or other communication under Section 5 or 6 may notbe given by facsimile transmission or electronic messaging system) to theaddress or number or in accordance with the electronic messaging system detailsprovided (see the Schedule) and will be deemed effective as indicated:

 

(i)             if in writing and delivered in person or bycourier on the date it is delivered;

 

(ii)           if sent by telex, on the day the recipient’sanswerback is received;

 

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(iii)          if sent by facsimile transmission, on thedate that transmission is received by a responsible employee of the recipientin legible form (it being agreed that the burden of proving receipt will be onthe sender and will not be met by a transmission report generated by the sender’sfacsimile machine);

 

(iv)          if sent by certified or registered mail(airmail, if overseas) or the equivalent (return receipt requested), on thedate that mail is delivered or its delivery is attempted; or

 

(v)           if sent by electronic messaging system, onthe date that electronic message is received,

 

unless the date of thatdelivery (or attempted delivery) or that receipt, as applicable, is not a LocalBusiness Day or that communication is delivered (or attempted) or received, asapplicable, after the close of business on a Local Business Day, in which casethat communication shall be deemed given and effective on the first following daythat is a Local Business Day.

 

(b)   ***Change ofAddresses.  ***Either party may by notice to the otherchange the address, telex or facsimile number or electronic messaging systemdetails at which notices or other communications are to be given to it.

** **

11.**          ****Governing Law and Jurisdiction**

 

(a)   ***GoverningLaw.***This Agreement willbe governed by and construed in accordance with the law specified in theSchedule.

 

(b)   ***Jurisdiction.***With respect to anysuit, action or proceedings relating to this Agreement (“Proceedings”), each partyirrevocably:

 

(i)            submits to the jurisdiction of the Englishcourts, if this Agreement is expressed to be governed by English law, or to thenon-exclusive jurisdiction of the courts of the State of New York and theUnited States District Court located in the Borough of Manhattan in New YorkCity, if this Agreement is expressed to be governed by the laws of the State ofNew York; and

 

(ii)           waives any objection which it may have at anytime to the laying of venue of any Proceedings brought in any such court,waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the rightto object, with respect to such Proceedings, that such court does not have anyjurisdiction over such party.

 

Nothing in this Agreementprecludes either party from bringing Proceedings in any other jurisdiction(outside, if this Agreement is expressed to be governed by English law, theContracting States, as defined in Section 1(3) of the Civil Jurisdiction andJudgments Act 1982 or any modification, extension or re-enactment thereof for thetime being in force) nor willthe bringing of Proceedings in any one or more jurisdictions preclude thebringing of Proceedings in any other jurisdiction.

 

(c)     ***Waiver ofImmunities.***Each party irrevocablywaives, to the fullest extent permitted by applicable law, with respect toitself and its revenues and assets (irrespective of their use or intended use),all immunity on the grounds of sovereignty or other similar grounds from (i)suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, orderfor specific performance or for recovery of property, (iv) attachment of itsassets (whether before or after judgment) and (v) execution or enforcement ofany judgment to which it or its revenues or assets might otherwise be entitledin any Proceedings in the courts of any jurisdiction and irrevocably agrees, tothe extent permitted by applicable law, that it will not claim any suchimmunity in any Proceedings.

 

12.           **Definitions**

 

As used in this Agreement:

*** ***

***“Additional Termination Event”***has the meaning specified in Section 5(b).

*** ***

***“Affected Party”***has the meaning specified in Section 5(b).

 

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***“Affected Transactions”***means (a) with respect to any TerminationEvent consisting of an Illegality, all Transactions affected by the occurrenceof such Termination Event and (b) with respect to any otter Termination Event,all Transactions.

*** ***

***“Affiliate”***means, subject to the Schedule, in relationto any person, any entity controlled, directly or indirectly, by the person,any entity that controls, directly or indirectly, the person or any entitydirectly or indirectly under common control with the person. For this purpose, “control”of any entity or person means ownership of a majority of the voting power ofthe entity or person.

*** ***

***“Applicable Rate”***means:

 

(a)    in respect of obligations payable ordeliverable (or which would have been but for Section 2(a)(iii)) by a DefaultingParty, the Default Rate;

 

(b)   in respect of an obligation to pay an amountunder Section 6(e) of cither party from and after the date (determined inaccordance with Section 6(d)(ii)) on which that amount is payable, the DefaultRate;

 

(c)    in respect of all other obligations payableor deliverable (or which would have been but for Section 2(a)(iii)) by aNon-defaulting Party, the Non-default Rate; and

 

(d)   in all other cases, the Termination Rate.

*** ***

***“consent”***includes a consent, approval, action,authorization, exemption, notice, filing, registration or exchange controlconsent.

*** ***

***“Credit Event Upon Merger”***has the meaningspecified in Section 5(b).

*** ***

***“Credit Support Document”***means any agreement or instrument that isspecified as such in this Agreement.

*** ***

***“Credit Support Provider”*** has the meaningspecified in the Schedule.

*** ***

***“Default Rate”***means a rate per annum equal to the cost(without proof or evidence of any actual cost) to the relevant payee (ascertified by it) if it were to fund or of funding the relevant amount plus 1%per annum.

*** ***

***“Defaulting Party”***has the meaning specified in Section 6(a).

*** ***

***“Early Termination Date”*******means the date determined in accordance withSection 6(a) or 6(b)(iii).

*** ***

***“Event of Default”***has the meaning specified in Section 5(a)and, if applicable, in the Schedule.

*** ***

***“Illegality”***has the meaning specified in Section 5(b).

*** ***

***“law”***includes any treaty, law, rule or regulationand “lawful” and “unlawful” will be construed accordingly.

*** ***

***“Local Business Day”***means, subject to the Schedule, a day on which commercial banks are openfor business (including dealings in foreign exchange and foreign currencydeposits) (a) in relation to any obligation under Section 2(a)(i), in theplace(s) specified in the relevant Confirmation or, if not so specified, asotherwise agreed by the parties in writing or determined pursuant to provisionscontained, or incorporated byreference, in this Agreement, (b) in relation to any other payment, in theplace where the relevant account is located, (c) in relation to any notice orother communication, including notice contemplated under Section 5(a)(i), inthe city specified in the address for notice provided by the recipient and, inthe case of a notice contemplated by Section 2(b), in the place where therelevant new account is to be located and (d) in relation to Section5(a)(v)(2), in the relevant locations for performance with respect to suchSpecified Transaction.

*** ***

***“Loss”***means,with respect to this Agreement or one or more Terminated Transactions, as thecase may be, and a party, an amount that party reasonably determines in goodfaith to be its total losses and costs (or gain, in which case expressed as anegative number) in connection with this Agreement or that TerminatedTransaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, atthe election of such party but without duplication, loss or cost incurred as aresult of its terminating,liquidating, obtaining or reestablishing any hedge or related trading position(or any gain resulting from any of them). Loss includes losses and costs (orgains) in respect of any payment or

 

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delivery required to have been made (assumingsatisfaction of each applicable condition precedent) on or before the relevantEarly Termination Date and not made, except, so as to avoid duplication, ifSection 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include aparty’s legal fees and out-of-pocket expenses referred to under Section 9. Aparty will determine its Loss as of the relevant Early Termination Date, or, ifthat is not reasonably practicable, as of the earliest date thereafter as isreasonably practicable. A party may (but need not) determine its Loss byreference to quotations of relevant rates or prices from one or more leadingdealers in the relevant markets.

 

***“MarketQuotation”***means,with respect to one or more Terminated Transactions and a party making thedetermination, an amount determined on the basis of quotations from ReferenceMarket-makers. Each quotation will be for an amount, if any, that would be paidto such party (expressed as a negative number) or by such party (expressed as apositive number) in consideration of an agreement between such party (takinginto account any existing Credit Support Document with respect to theobligations of such party) and the quoting Reference Market-maker to enter intoa transaction (the “Replacement Transaction”) that would have the effect ofpreserving for such party the economic equivalent of any payment or delivery(whether the underlying obligation was absolute or contingent and assuming thesatisfaction of each applicable condition precedent) by the parties underSection 2(a)(i) in respect of such Terminated Transaction or group of TerminatedTransactions that would, but for the occurrence of the relevant EarlyTermination Date, have been required after that date. For this purpose, UnpaidAmounts in respect of the Terminated Transaction or group of TerminatedTransactions are to be excluded but, without limitation, any payment ordelivery that would, but for the relevant Early Termination Date, have beenrequired (assuming satisfaction of each applicable condition precedent) afterthat Early Termination Date is to be included. The Replacement Transactionwould be subject to such documentation as such party and the ReferenceMarket-maker may, in good faith, agree. The party making the determination (orits agent) will request each Reference Market-maker to provide its quotation tothe extent reasonably practicable as of the same day and time (without regardto different time zones) on or as soon as reasonably practicable after therelevant Early Termination Date. The day and time as of which those quotationsare to be obtained will be selected in good faith by the party obliged to makea determination under Section 6(e), and, if each party is so obliged, afterconsultation with the other. If more than three quotations are provided, theMarket Quotation will be the arithmetic mean of the quotations, without regardto the quotations having the highest and lowest values. If exactly three suchquotations are provided, the Market Quotation will be the quotation remainingafter disregarding the highest and lowest quotations. For this purpose, if morethan one quotation has the same highest value or lowest value, then one of suchquotations shall be disregarded. If fewer than three quotations are provided,it will be deemed that the Market Quotation in respect of such TerminatedTransaction or group of Terminated Transactions cannot be determined.

* *

***“Non-defaultRate”*****means arate per annum equal to the cost (without proof or evidence of any actual cost)to the Non-defaulting Party (as certified by it) if it were to fund therelevant amount.

* *

***“Non-defaulting Party”*** has the meaning specified in Section 6(a).

* *

***“PotentialEvent of Default”*****meansany event which, with the giving of notice or the lapse of time or both, wouldconstitute an Event of Default.

* *

***“ReferenceMarket-makers”*****meansfour leading dealers in the relevant market selected by the party determining aMarket Quotation in good faith (a) from among dealers of the highest creditstanding which satisfy all the criteria that such party applies generally atthe time in deciding whether to offer or to make an extension of credit and (b)to the extent practicable, from among such dealers having an office in the samecity.

* *

***“ScheduledPayment Date”*****means adate on which a payment or delivery is to be made under Section 2(a)(i) withrespect to a Transaction.

* *

***“Set-off”*****means set-off, offset, combination ofaccounts, right of retention or withholding or similar right or requirement towhich the payer of an amount under Section 6 is entitled or subject (whetherarising under this Agreement, another contract, applicable law or otherwise)that is exercised by, or imposed on, such payer.

* *

***“SettlementAmount”*****meanswith respect to a party and any Early Termination Date, the sum of

 

(a)   The Market Quotations (whether positive ornegative) for each Terminated Transaction or group of Terminated Transactionsfor which a Market Quotation is determined; and

 

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(b)   such party’s Loss (whether positive ornegative and without reference to any Unpaid Amounts) for each Terminated Transactionor group of Terminated Transactions for which Market Quotation cannot bedetermined or would not (in the reasonable belief of the party making thedetermination) produce a commercially reasonable result,

*** ***

***“Specified Entity”****has*themeaning specified in the Schedule.

*** ***

***“Specified Indebtedness”***means, subject to the Schedule, any obligation (whether present orfuture, contingent or otherwise, as principal or surety or otherwise) inrespect of borrowed money.

*** ***

***“Specified Transaction”***means, subject to the Schedule, (a) any transaction (including anagreement with respect thereto) now existing or hereafter entered into betweenone party to this Agreement (or any Credit Support Provider of such party orany applicable Specified Entity of such party) and the other party to thisAgreement (or any Credit Support Provider of such other party or any applicableSpecified Entity of such other party) which is a rate swap transaction, basisswap, forward rate transaction, commodity swap, commodity option, equity orequity index swap, equity or equity index option, bond option, interest rateoption, foreign exchange transaction, cap transaction, floor transaction,collar transaction, currency swap transaction, cross-currency rate swaptransaction, currency option or any other similar transaction (including anyoption with respect to any of these transactions), (b) any combination of thesetransactions and (c) any other transaction identified as a SpecifiedTransaction in this Agreement or the relevant confirmation.

*** ***

***“Terminated Transactions”***means with respect to any Early Termination Date (a) if resulting froma Termination Event, all Affected Transactions and (b) if resulting from anEvent of Default, all Transactions (in either case) in effect immediatelybefore the effectiveness of the notice designating that Early Termination Date(or, if “Automatic Early Termination” applies, immediately before that EarlyTermination Date).

*** ***

***“Termination Event”***means an Illegality or, if specified to be applicable, a Credit EventUpon Merger or an Additional Termination Event.

*** ***

***“Termination Rate”***means a rate per annum equal to the arithmetic mean of the cost(without proof or evidence of any actual cost) to each party (as certified bysuch party) if it were to fund or of funding such amounts.

*** ***

***“Unpaid Amounts”***owing to any party means, with respect to an Early Termination Date,the aggregate of (a) in respect of all Terminated Transactions, the amountsthat became payable (or that would have become payable but for Section 2(a)(iii))to such party under Section 2(a)(i) on or prior to such Early Termination Dateand which remain unpaid as at such Early Termination Date and (b) in respect ofeach Terminated Transaction, for each obligation under Section 2(a)(i) whichwas (or would have been but forSection 2(a)(iii)) required to be settled by delivery to such party on or priorto such Early Termination Date and which has not been so settled as at suchEarly Termination Date, an amount equal to the fair market value of that whichwas (or would have been) required to be delivered as of the originallyscheduled date for delivery, in each case together with (to the extentpermitted under applicable law) interest, in the currency of such amounts, from(and including) the date such amounts or obligations were or would have beenrequired to have been paid or performed to (but excluding) such EarlyTermination Date, at the Applicable Rate. Such amounts of interest will becalculated on the basis of daily compounding and the actual number of dayselapsed. The fair market value of any obligation referred to in clause (b)above shall be reasonably determined by the party obliged to make thedetermination under Section 6(e) or, if each party is so obliged, it shall bethe average of the fair market values reasonably determined by both parties.

 

[SIGNATUREPAGE TO FOLLOW]

 

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IN WITNESS WHEREOF the parties have executedthis document on the respective dates specified below with effect from the datespecified on the first page of this document

 

 
| **U.S. BANK**             | **OUTDOOR  CHANNEL HOLDINGS, INC.** |
|---------------------------|-------------------------------------|
| **NATIONAL  ASSOCIATION** |                                |
| ** **                |                                |
| ** **                |                                |
| By:                       | /s/ Maureen K. Sullivan             |   | By: |  /s/ Perry T. Massie |   |
| Name:                     | Maureen K. Sullivan                 |   | Name: | PERRY T. MASSIE |   |
| Title:                    | Vice President                      |   | Title: | PRES CEO |   |
| Date:                     | 11/2/05                             |   | Date: |  11/2/05 |   |
|                           |                                     |  |  |  |  |  |  |  |  |

 

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(Local Currency-SingleJurisdiction)

** **

**SCHEDULE to the MASTER AGREEMENT**

**dated as of October 18, 2005**

**between**

**U.S. BANK NATIONAL ASSOCIATION (“Party A”)**

**and**

**OUTDOOR CHANNEL HOLDINGS, INC. (“Party B”)**

 

Part 1: **Termination Provisions andCertain Other Matters**

 

(a)           ***“Specified Entity”*****means, in relation to Party A, for thepurpose of:

 

**Section5(a)(v)**, none;

 

**Section5(a)(vi)**, none;

 

**Section5(a)(vii)**, none; and

 

**Section5(b)(ii)**, none;

 

and, in relation to Party B,for the purpose of:

 

**Section 5(a)(v)**, All Affiliates;

 

**Section 5(a)(vi)**, All Affiliates;

 

**Section 5(a)(vii)**, All Affiliates; and

 

**Section 5(b)(ii)**, All Affiliates.

 

(b)           ***“Specified Transaction”*****will have the meaning specified in Section 12of this Agreement.

 

(c)           The ***“Cross-Default”*****provisions of Section 5(a)(vi) will applyto Party A and Party B. In connection therewith,

 

***“Specified Indebtedness”*****will have the meaning specified in Section12, except that such term shall not include obligations in respect of depositsreceived in the ordinary course of a party’s banking business, and

 

***“Threshold Amount”*****means, in relation to Party A an amount equalto Ten Million Dollars ($10,000,000.00), and in relation to Party B an amountequal to ($0.00).

 

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(d)           The ***“CreditEvent Upon Merger’’*****provisionsof Section 5(b)(ii) will apply to Party A and Party B; provided, however, thatthe phrase “materially weaker” means that the actual or implied Credit Ratingof (A) the senior long-term debt of the resulting, surviving or transfereeentity is rated less than BBB- by Standard & Poor’s Corporation or Baa3 byMoody’s Investors Service Inc., or (B) in the event that there are no such Standard& Poor’s Corporation or Moody’s Investors Service, Inc. ratings, thePolicies (as defined below) in effect at the time, of the party which is notthe Affected Party, would lead such non-Affected Party, solely as a result of achange in the nature, character, identity or condition of the Affected Partyfrom its state (as a party to this Agreement) prior to such consolidation,amalgamation, merger or transfer, to decline to make an extension of credit to,or enter into a Transaction with, the resulting, surviving or transfereeentity. “Policies”, for the purposes of this definition means: (x)(i) internalcredit limits applicable to individual entities or (ii) other limits on doingbusiness with entities domiciled or doing business in certain jurisdictions orengaging in certain activities, or (y) internal restrictions on doing businesswith entities with whom the party which is not the Affected Party has had prioradverse business relations.

 

In addition, Section5(b)(ii) is hereby amended by:

 

(i)            deleting in the fourth line thereof the words“another entity” and replacing them with the words “or receives all orsubstantially all of the assets of another entity or reorganizes, incorporates,reincorporates, or reconstitutes into or as, another entity or X, such CreditSupport Provider, or such Specified Entity, as the case may be, effects arecapitalization, liquidating dividend, leveraged buy-out, other similarhighly-leveraged transaction, redemption of indebtedness, or stock buy-back orsimilar call on equity or enters into any agreement providing for theforegoing.”

 

(ii)           deleting in the fifth line thereof the words “theresulting, surviving or transferee” and replacing them with the words “X or anyresulting, surviving, transferee, reorganized, or recapitalized”, and

 

(iii)          deleting in the seventh line thereof thewords “its successor or transferee” and replacing them with the words “ anyresulting, surviving, transferee, reorganized, or recapitalized entity.”

 

(e)           The ***“Automatic EarlyTermination”*****provisionof Section 6(a) will not apply to Party A. As to Party B, Automatic EarlyTermination shall apply.

 

(f)            ***Payments on Early Termination.**** *For the purpose of Section 6(e) of this Agreement:

 

(i)            Market Quotation will apply.

 

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(ii)           The Second Method will apply.

 

(g)           ***AdditionalTermination Event*****will notapply to Party A. As to Party B, an Additional Termination Event shall occurupon payment in full of all loans, advances, indebtedness and other obligationsof Party B (or any Specified Entity of or Credit Support Provider for Party B)to Party A (or any Affiliate of Party A), and the termination of allcommitments (including revolving loan commitments and letters of credit) byParty A (or any Affiliate of Party A) to extend credit to Party B (or anySpecified Entity of or Credit Support Provider of Party B) other than underthis Agreement. For the purpose of the foregoing Termination Event, theAffected Party shall be Party B and the non-Affected Party shall be Party A.

 

Part 2:**Agreement to DeliverDocuments**

** **
| **Party Required To  Deliver Document** | ** ** | **Form/Document/  Certificate**                                                                                                                                                                                                                  | ** ** | **Date By Which To  Be Delivered**                                                             | ** ** | **Covered By Section  3(d) Representation** |
|-----------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------|------------|---------------------------------------------|
| Party B                                 |       | Certified copies of all  resolutions and authorizations and any other documents with respect to the  execution, delivery and performance of this Agreement satisfactory to Party A                                                               |       | Upon execution and  delivery of this Agreement                                                 |       | Yes                                         |
| Party B                                 |       | Certificate of authority and  specimen signatures of individuals executing this Agreement and Confirmations                                                                                                                                      |       | Upon execution and  delivery of this Agreement and thereafter, upon request of the other Party |       | Yes                                         |
| Party B                                 |       | Consolidated and consolidating  balance sheet and income statements – quarterly (unaudited) and annually  (audited)                                                                                                                         |       | Upon request of Party A                                                                        |       | Yes                                         |
| Party B                                 |       | A cross-collateralization  agreement satisfactory to Party A from Party B and any Credit Support  Providers for Party B, plus all other agreements deemed necessary by Party A  to evidence such cross-collateralization satisfactory to Party A |       | Upon execution and  delivery of this Agreement                                                 |       | Yes                                         |

 

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Part 3. **Miscellaneous**

 

(a)             ***Address forNotices.*****For the Purpose ofSection 10(a) of this Agreement:

 

Any notice shall be delivered to the addressor facsimile or telex number specified inthe relevant Confirmation of a Transaction. For Purposes of Sections 5and 6 of this Agreement, any notice shall also be delivered to the followingaddress:

 

Address for notice or communications to PartyA:

 

U.S. Bank NationalAssociation

ATTN: Randy Bailey /Derivative Operations

800 Nicollet Mall

Mail Location: BC-MN-H18S

Minneapolis, Minnesota 55402

(612) 303-4128 Phone

(612) 303-1353 Fax

 

Address for notice or communications to PartyB:

 

Outdoor Channel Holdings,Inc.

ATTN: William “Bill” Owen

43445 Business Park Drive

Temecula, California 92590

(951) 699-4749 Ext. 109 Phone

(951)699-1849 Fax

 

(b)           ***Calculation Agent.***The Calculation Agent is Party A.

 

(c)           ***Credit Support Document.***Credit Support Document is not applicable inrelation to Party A. Credit Support Document is applicable in relation to PartyB and shall mean each agreement and instrument, now or hereafter existing, ofany kind or nature which secures, guarantees or otherwise provides direct orindirect assurance of payment or performance of any existing or futureobligation of Party B under this Agreement, made by or on behalf of any personor entity (including, without limiting the generality of the foregoing, anycredit or loan agreement, note, reimbursement agreement, security agreement,mortgage, pledge agreement, assignment of rents or any other agreement orinstrument granting any lien, security interest, assignment, charge orencumbrance to secure any such obligation, any guaranty, suretyship, letter ofcredit or subordination agreement relating to any such obligation and any “keepwell” or other financial support agreement relating to Party B or any CreditSupport Provider) in favor of Party A or any of its Affiliates. Each CreditSupport Document is incorporated by reference in, constitutes part of, and ismade in connection with,

 

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thisAgreement and each Confirmation as if set forth in full in this Agreement orsuch Confirmation, and each representation, warranty, covenant and agreement ofParty B contained therein is incorporated by reference herein and is repeatedand restated in favor of Party A. Party B grants to Party A a security interestin all assets and collateral that are subject to a security interest pursuantto each Credit Support Document of Party B.

 

(d)           ***Credit Support Provider.*****Credit Support Provider is not applicable inrelation to Party A. Credit Support Provider is applicable in relation to PartyB and means any person or entity (other than Party B), that now or hereaftersecures, guarantees or otherwise provides direct or indirect assurance ofpayment or performance of any existing or future obligation of Party B underthis Agreement or any Credit Support Document, including but not limited to thefollowing persons and/or entities: The Outdoor Channel, Inc.

 

(e)           ***Governing Law.*****This Agreement will be governed by andconstrued in accordance with the laws of the state of New York (withoutreference to choice of law doctrine).

 

(f)            ***“Affiliate”*****willhave the meaning specified in Section 12 of this Agreement.

Part 4. **Other****Provisions**

 

(a)           ***Set-off.*****Any amount (the “Early Termination Amount”)payable to one party (the “Payee”) by the other party (the “Payer”) under Section6(e), in circumstances where there is a Defaulting Party or one Affected Partyin the case where a Termination Event under Section 5(b)(ii) has occurred,will, at the option of the party (“X”) other than the Defaulting Party or theAffected Party (and without prior notice to the Defaulting Party or theAffected Party), be reduced by its set-off against any amount(s) (the “OtherAgreement Amount”) payable (whether at such time or in the future or upon theoccurrence of a contingency) by the Payee to the Payer (irrespective of thecurrency, place of payment or booking office of the obligation) under any otheragreement(s) between the Payee and the Payer or instrument(s) or undertaking(s)issued or executed by one party to, or in favor of, the other party (and theOther Agreement Amount will be discharged promptly and in all respects to theextent it is so set-off). X will give notice to the other party of any set-offeffected under this section.

 

For this purpose, either the EarlyTermination Amount or the Other Agreement Amount (or the relevant portion ofsuch amounts) may be converted by X into the currency in which the other isdenominated at the rate of exchange at which such party would be able, actingin a reasonable manner and in good faith, to purchase the relevant amount ofsuch currency.

 

If an obligation is unascertained, X may ingood faith estimate that obligation and set-off in respect of the estimate,subject to the relevant party accounting to the other when the obligation isascertained.

 

Nothing in this section shall be effective tocreate a charge or other security interest. This section shall be withoutprejudice and in addition to any right of set-off, combination of accounts,lien or other right to which a party is at any time otherwise entitled (whetherby operation of law, contract or

 

5

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otherwise).

 

(b)            ***Exchange ofConfirmations.*****For eachTransaction entered into hereunder, Party A shall promptly send to Party B aConfirmation, via telex or facsimile transmission. Party B agrees to respond tosuch Confirmation within 5 Business Days, either confirming agreement theretoor requesting a correction of any error(s) contained therein. Failure by PartyB to respond within such period shall not affect the validity or enforceabilityof such Transaction and shall be deemed to be an affirmation of the termscontained in such Confirmation, absent manifest error. The parties agree that anysuch exchange of telexes or facsimile transmissions shall constitute aConfirmation for all purposes hereunder.

 

(c)            ***Waiver of Rightto Trial by Jury.*****EACH PARTY HEREBY IRREVOCABLY****WAIVES ANY****AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGALPROCEEDING ARISING OUT****OF****OR****RELATING TO THIS AGREEMENT****OR****ANY****TRANSACTION CONTEMPLATEDHEREBY.**

 

(d)            ***TelephonicRecording.**** *Each party (i) consents to the recording ofthe telephone conversations of trading and marketing personnel of the partiesand their Affiliates in connection with this Agreement or any potentialTransaction and (ii) agrees to obtain any necessary consent of, and give noticeof such recording to, such personnel of it and its Affiliates.

 

(e)            ***RelationshipBetween Parties.*****Section3 of the Agreement is amended by adding the following as subsection (e):

** **

“(e)**        ****Relationship Between Parties.******Absent a written agreement to the contrary;

 

(i)            It is not relying on any advice (whetherwritten or oral) of the other party regarding any Transaction, other than therepresentations expressly made by that other party in this Agreement and in theConfirmation in respect of that Transaction;

 

(ii)           In respect of each Transaction under thisAgreement,

 

(1)           it has the capacity to evaluate (internallyor through independent professional advice) that Transaction and has made itsown decision to enter into that Transaction;

 

(2)           it understands the terms, conditions andrisks of that Transaction and is willing to accept those terms and conditionsand to assume (financially and otherwise) those risks; and

 

(3)           the other party (a) is not acting as ainvestment or commodity trading advisor for it; (b) has not given to it(directly or indirectly through any other person) any assurance, guaranty orrepresentation whatsoever as to the merits (either legal, regulatory, tax,financial, accounting or otherwise) of that Transaction or any documentationrelated thereto; and (c) has not committed to unwind that Transaction.”

 

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(f)             ***FDIC Requirements.***

 

(i)            Corporate Authority. Each party (“X”) hereby represents andwarrants at all times until termination of this Agreement that X, byappropriate corporate action, is authorized under applicable law to enter intothis Agreement, as evidenced by the execution hereof by an officer of X of thelevel of vice president or higher.

 

(ii)           FIRREA Qualified Financial Contract. Each party recognizes and intends that eachTransaction entered into under this Agreement is, and shall constitute, a “qualifiedfinancial contract” as that term is defined in Section 212 of the FinancialInstitutions Reform, Recovery and Enforcement Act of 1989, as the same may beamended, modified, or supplemented from time to time.

 

(g)            ***AdditionalRepresentations.*****Inaddition to the representations made in Section 3 of the Agreement, each partyhereby represents and warrants to the other party (which representation will bedeemed to be repeated by each party on each date on which a Transaction isentered into) as follows:

 

(1)            *No Agency**.*It is entering into this Agreement and eachTransaction as principal (and not as agent or in any other capacity, fiduciaryor otherwise).

 

(2)            *Eligible ContractParticipant**.  *It isan “eligible contract participant” as defined in Section 1a(12) of the U.S.Commodity Exchange Act and/or an “eligible swap participant” as defined in Part35 of the regulations of the Commodity Futures Trading Commission.

 

(3)            Line *ofBusiness**.*    It has entered into this Agreement (including each Transactionevidenced hereby) in conjunction with its line of business or the financing ofits business. It represents and warrants that all transactions effected underthis Agreement (i) will be appropriate in the conduct and management of itsbusiness, (ii) will be entered into for non-speculative purposes, and (iii)constitute transactions entered into for purposes of hedging or managing risksrelated to its assets or liabilities as currently owned or incurred, or likelyto be owned or incurred in the conduct of its business.

 
| **Accepted and agreed:**  | ** **           |
|---------------------------|----------------------|
| ** **                | ** **           |
| ** **                | ** **           |
| **U.S. BANK**             | **OUTDOOR  CHANNEL** |
| **NATIONAL  ASSOCIATION** | **HOLDINGS,  INC.**  |
| ** **                |                 |
| ** **                |                 |
| By:                       |                 |   | By: |  /s/ Perry T. Massie |   |
| Name:                     |                 |   | Name: | PERRY T. MASSIE |   |
| Title:                    |                 |   | Title: | PRES, CEO |   |
|                           |                      |  |  |  |  |  |  |  |  |

 

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