**Exhibit 10.29****REVOLVING CREDIT AGREEMENT**This Revolving Credit Agreement (the “**Agreement**”) is made and entered into by and between theundersigned borrower (the “**Borrower**”) and the undersigned bank (the “**Bank**”) as of the date setforth on the last page of this Agreement.**ARTICLE I. LOANS**     1.1 **Revolving Credit Loans.**From time to time prior to SEPTEMBER 5, 2009 (the “**Maturity Date**”)or the earlier termination hereof, the Borrower may borrow from the Bank for working capitalpurposes up to the aggregate principal amount outstanding at any one time of the lesser of (i)$10,000,000.00 (the “**Loan Amount**”)**,**less letters of credit issued by the Bank, or (ii) ifapplicable, the **Borrowing Base**(defined below). All revolving loans hereunder will be evidenced bya single promissory note of the Borrower payable to the order of the Bank in the principal amountof the Loan Amount (the “**Note**”). Although the Note will be expressed to be payable in the full LoanAmount, the Borrower will be obligated to pay only the amounts actually disbursed hereunder,together with accrued interest on the outstanding balance at the rates and on the dates specifiedtherein and such other charges provided for herein. In the event that the principal amountoutstanding under the Note exceeds the Borrowing Base at any time, the Borrower will immediately,without request, prepay an amount sufficient to eliminate such excess.     1.2 **Borrowing Base.**The Borrowing Base, if any, will be as set forth in an addendum to thisAgreement.     1.3 **Advances After Maturity or In Excess of Maximum Loan Amount.**The Bank shall have noobligation whatsoever, and the Bank has no present intention, to make any advance after theMaturity Date or which would cause the principal amount outstanding under this Agreement to exceedthe maximum loan amount or any other limitations on advances stated in this Agreement.Notwithstanding the foregoing, the Bank may from time to time, in its sole and absolute discretion,agree to make an advance after the Maturity Date or which would cause the principal amount ofadvances outstanding under this Agreement to exceed the maximum loan amount or any of the otherlimitations on advances. The Borrower is and shall be and remain unconditionally liable to the Bankfor the amount of all advances, including, without limitation, advances in excess of the maximumloan amount or any other limitation on advances and advances made after the Maturity Date.Immediately upon the Bank’s demand, the Borrower shall pay to the Bank the amount of any advancesmade after the Maturity Date or in excess of the maximum loan amount or any other limitation onadvances contained in this Agreement, together with interest on the principal amount of such excessadvances, for so long as such advances are outstanding, at the highest interest rate from time totime in effect for such advances. Any such advances shall not be deemed an extension of thisAgreement nor an increase in the maximum loan amount available for borrowing under this Agreement.     1.4 **Advances and Paying Procedure.**The Bank is authorized and directed to credit any of theBorrower’s accounts with the Bank (or to the account the Borrower designates in writing) for allloans made hereunder, and the Bank is authorized to debit such account or any other account of theBorrower with the Bank for the amount of any principal, interest or expenses due under the Note orother amount due hereunder on the due date with respect thereto. If, upon any request by theBorrower to the Bank to issue a wire transfer, there is an inconsistency between the name of therecipient of the wire and its identification number as specified by the Borrower, the Bank may,without liability, transmit the payment via wire based solely upon the identification number.     1.5 **Closing Fee.**The Borrower will pay the Bank a one-time closing fee of $5,000.00contemporaneously with execution of this Agreement. This fee is in addition to all other fees,expenses and other amounts due hereunder.     1.6 **Loan Facility Fee.**The Borrower will pay a loan facility fee equalto:       o $ n/a per annum, payable annually in advance; (or)       o n/a% per annum of the Loan Amount, payable annually in advance; (or)       o n/a% per annum of the difference between the Loan Amount and the actualdaily unpaid principal amount of the Note outstanding from time to time, payable quarterly,in arrears, on the last business day of each third calendar month, and at maturity; (or)       o n/a% per annum of the actual daily unpaid principal amount of the Noteoutstanding from time to time, payable quarterly, in arrears, on the last business day ofeach third calendar month, and at maturity.The loan facility fee is payable for the entire period that this Agreement is in effect, regardlessof whether any amounts are outstanding hereunder at any given time.     1.7 **Expenses and Attorneys’ Fees.**Upon demand, the Borrower will immediately reimburse theBank and any participant in the Obligations (defined below) (“**Participant**”) for all attorneys’ feesand all other costs, fees and out-of-pocket disbursements incurred by the Bank or any Participantin connection with the preparation, execution, delivery, administration, defense and enforcement ofthis Agreement or any of the other Loan Documents (defined below), including attorneys’ fees andall other costs and fees (a) incurred before or after commencement of litigation or at trial, onappeal or in any other proceeding, (b) incurred in any bankruptcy proceeding and (c) related to anywaivers or amendments with respect thereto (examples of costs and fees include but are not limitedto fees and costs for: filing, perfecting or confirming the priority of the Bank’s lien, titlesearches or insurance, appraisals, environmental audits and other reviews related to the Borrower,any collateral or the loans, if requested by the Bank). The Borrower will also reimburse the Bankand any Participant for all costs of collection, including all attorneys’ fees, before and afterjudgment, and the costs of preservation and/or liquidation of any collateral.     1.8 **Compensating Balances.**The Borrower will maintain on deposit with the Bank in non-interestbearing accounts average daily collected balances, in excess of that required to support accountactivity and other credit facilities extended to the Borrower by the Bank, an amount at least equalto the sum of (i) $ n/a and (ii) n/a% of the Loan Amount as computed
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on a monthly basis. If the Borrower fails to keep and maintain such balances, it will pay a deficiency fee, payable withinfive days after receipt of a statement therefor calculated on the amount by which the Borrower’saverage daily balances are less than the requirements set forth above, computed at a rate equal tothe rate set forth in the Note.     1.9 **Conditions to Borrowing.**The Bank will not be obligated to make (or continue to make)advances hereunder unless (i) the Bank has received executed originals of the Note and all otherdocuments or agreements applicable to the loans described herein, including but not limited to thedocuments specified in Article III (collectively with this Agreement the “**Loan Documents**”)**,**in formand content satisfactory to the Bank; (ii) if the loan is secured, the Bank has receivedconfirmation satisfactory to it that the Bank has a properly perfected security interest, mortgageor lien, with the proper priority; (iii) the Bank has received certified copies of the Borrower’sgovernance documents and certification of entity status satisfactory to the Bank and all otherrelevant documents; (iv) the Bank has received a certified copy of a resolution or authorization inform and content satisfactory to the Bank authorizing the loan and all acts contemplated by thisAgreement and all related documents, and confirmation of proper authorization of all guaranties andother acts of third parties contemplated hereunder; (v) if required by the Bank, the Bank has beenprovided with an Opinion of the Borrower’s counsel in form and content satisfactory to the Bankconfirming the matters outlined in Section 2.2 and such other matters as the Bank requests; (vi) nodefault exists under this Agreement or under any other Loan Documents, or under any otheragreements by and between the Borrower and the Bank; and (vii) all proceedings taken in connectionwith the transactions contemplated by this Agreement (including any required environmentalassessments), and all instruments, authorizations and other documents applicable thereto, aresatisfactory to the Bank and its counsel.**ARTICLE II. WARRANTIES AND COVENANTS**While any part of the credit granted to the Borrower under this Agreement or the other LoanDocuments is available or any obligations under any of the Loan Documents are unpaid oroutstanding, the Borrower continuously warrants and agrees as follows:     2.1 **Accuracy of Information.**All information, certificates or statements given to the Bank pursuant to this Agreement and theother Loan Documents will be true and complete when given.     2.2 **Organization and Authority; Litigation.**This Agreement and the other Loan Documents arethe legal, valid and binding obligations of the Borrower, enforceable against the Borrower inaccordance with their terms. The execution, delivery and performance of this Agreement and allother Loan Documents to which the Borrower is a party (i) are within the borrower’s power; (ii)have been duly authorized by all appropriate entity action; (iii) do not require the approval ofany governmental agency; and (iv) will not violate any law, agreement or restriction by which theBorrower is bound. If the Borrower is not an individual, the Borrower is validly existing and ingood standing under the laws of its state of organization, has all requisite power and authorityand possesses all licenses necessary to conduct its business and own its properties. There is nolitigation or administrative proceeding threatened or pending against the Borrower which would, ifadversely determined, have a material adverse effect on the Borrower’s financial condition or itsproperty.     2.3 **Existence; Business Activities; Assets; Change of Control.**The Borrower will (i) preserveits existence, rights and franchises; (ii) not make any material change in the nature or manner ofits 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 itsorganizational documents in any manner that may conflict with any term or condition of the LoanDocuments; and (v) not sell, lease, transfer or otherwise dispose of all or substantially all ofits assets. Other than the transfer to a trust beneficially controlled by the transferor, no eventshall occur which causes or results in a transfer of majority ownership of the Borrower while anyObligations are outstanding or while the Bank has any obligation to provide funding to theBorrower.     2.4 **Use of Proceeds; Margin Stock; Speculation.**Advances by the Bank hereunder will be usedexclusively by the Borrower for working capital and other regular and valid purposes. The Borrowerwill not, without the prior written consent of the Bank, use any of the loan proceeds to redeem,purchase, or retire any of the capital stock or declare or pay any dividends, or make any otherpayments or distributions of a similar type or nature including withdrawal distributions. TheBorrower will not use any of the loan proceeds to purchase or carry “margin” stock (as defined inRegulation U of the Board of Governors of the Federal Reserve System). No part of any of theproceeds will be used for speculative investment purposes, including, without limitation,speculating or hedging in the commodities and/or futures market.     2.5 **Environmental Matters.**Except as disclosed in a written schedule attached to thisAgreement (if no schedule is attached, there are no exceptions), there exists no uncorrectedviolation by the Borrower of any federal, state or local laws (including statutes, regulations,ordinances or other governmental restrictions and requirements) relating to the discharge of airpollutants, water pollutants or process waste water or otherwise relating to the environment orHazardous Substances as hereinafter defined, whether such laws currently exist or are enacted inthe future (collectively “**Environmental Laws**”). The term **“Hazardous Substances”** will mean anyhazardous or toxic wastes, chemicals or other substances, the generation, possession or existenceof which is prohibited or governed by any Environmental Laws. The Borrower is not subject to anyjudgment, decree, order or citation, or a party to (or threatened with) any litigation oradministrative proceeding, which asserts that the Borrower (i) has violated any Environmental Laws;(ii) is required to clean up, remove or take remedial or other action with respect to any HazardousSubstances (collectively “**Remedial Action**”); or (iii) is required to pay all or a portion of thecost of any Remedial Action, as a potentially responsible party. Except as disclosed on theBorrower’s environmental questionnaire provided to the Bank, there are not now, nor to theBorrower’s knowledge after reasonable investigation have there ever been, any Hazardous Substances(or tanks or other facilities for the storage of Hazardous Substances) stored, deposited, recycledor disposed of on, under or at any real estate owned or occupied by the Borrower during the periodsthat the Borrower owned 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 which wouldadversely affect the Borrower or its business, and there are no conditions existing currently orlikely to exist while the Loan Documents are in effect which would subject the Borrower to RemedialAction or other liability. The Borrower currently complies with and will continue to timely complywith all applicable Environmental Laws; and will provide the Bank, immediately upon receipt, copiesof any correspondence, notice, complaint, order or other document from any source asserting oralleging any circumstance or condition which requires or may require a financial contribution bythe Borrower or Remedial Action or other response by or on the part of the Borrower underEnvironmental Laws, or which seeks damages or civil, criminal or punitive penalties from theBorrower for an alleged violation of Environmental Laws.
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     2.6 **Compliance with Laws.**The Borrower has complied with all laws applicable to its businessand its properties, and has all permits, licenses and approvals required by such laws, copies ofwhich have been provided to the Bank.     2.7 **Restriction on Indebtedness.**The Borrower will not create, incur, assume or haveoutstanding any indebtedness for borrowed money (including capitalized leases) except (i) anyindebtedness owing to the Bank and its affiliates, and (ii) any other indebtedness outstanding onthe date hereof, and shown on the Borrower’s financial statements delivered to the Bank prior tothe date hereof, 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 anymortgage, pledge, encumbrance or other lien or levy upon or security interest in any of theBorrower’s property now owned or hereafter acquired, except (i) taxes and assessments which areeither not delinquent or which are being contested in good faith with adequate reserves provided;(ii) easements, restrictions and minor title irregularities which do not, as a practical matter,have an adverse effect upon the ownership and use of the affected property; (iii) liens in favor ofthe Bank and its affiliates; and (iv) other liens disclosed in writing to the Bank prior to thedate hereof.     2.9 **Restriction on Contingent Liabilities.**The Borrower will not guarantee or become a suretyor otherwise contingently liable for any obligations of others, except pursuant to the deposit andcollection of checks and similar matters in the ordinary course of business.     2.10 **Insurance.**The Borrower will maintain insurance to such extent, covering such risks andwith such insurers as is usual and customary for businesses operating similar properties, and as issatisfactory to the Bank, including insurance for fire and other risks insured against by extendedcoverage, public liability insurance and workers’ compensation insurance; and will designate theBank as loss payee with a “Lender’s Loss Payable” endorsement on any casualty policies and takesuch other action as the Bank may reasonably request to ensure that the Bank will receive (subjectto no other interests) the insurance proceeds on the Bank’s collateral.     2.11 **Taxes and Other Liabilities.**The Borrower will pay and discharge, when due, all of itstaxes, assessments and other liabilities, except when the payment thereof is being contested ingood faith by appropriate procedures which will avoid foreclosure of liens securing such items, andwith adequate reserves provided therefor.     2.12 **Financial Statements and Reporting.**The financial statements and other informationpreviously provided to the Bank or provided to the Bank in the future are or will be complete andaccurate and prepared in accordance with generally accepted accounting principles. There has beenno material adverse change in the Borrower’s financial condition since such information wasprovided to the Bank. The Borrower will (i) maintain accounting records in accordance withgenerally recognized and accepted principles of accounting consistently applied throughout theaccounting periods involved; (ii) provide the Bank with such information concerning its businessaffairs and financial condition (including insurance coverage) as the Bank may request; and (iii)without request, provide the Bank with such specific financial statements, certifications and/orinformation as may be set forth in an addendum to this Agreement.     2.13 **Inspection of Properties and Records; Fiscal Year.**The Borrower will permitrepresentatives of the Bank to visit and inspect any of the properties and examine any of the booksand records of the Borrower at any reasonable time and as often as the Bank may reasonably desire.The Borrower will not change its fiscal year.     2.14 **Financial Status.**Financial Covenants, if any, will be as set forth in an addendum to thisAgreement.     2.15**Paid-in-Full Period.**þ If checked here, all revolving loans under this Agreementand the Note must be paid in full for a period of at least 30 consecutive days during each fiscalyear.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 expressly limited by its termsto a specific obligation of Borrower to Bank) or liens now or hereafter in existence granted to the Bank tosecure indebtedness of the Borrower to the Bank, including without limitation as described in thefollowing documents:   o Real Estate Mortgage(s)/Deed(s) ofTrust dated covering real estate located at   o Security Agreement(s) dated   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 anyguaranty expressly limited by its terms to a specific separate obligation of Borrower to the Bank)including, without limitation, the following: **The Outdoor Channel, Inc.**
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     3.3 **Credit Balances; Setoff.**As additional security for the payment of the obligationsdescribed in the Loan Documents and any other obligations of the Borrower to the Bank of any naturewhatsoever (collectively the “**Obligations**”)**,**the Borrower hereby grants to the Bank a securityinterest in, a lien on and an express contractual right to set off against all depository accountbalances, cash and any other property of the Borrower now or hereafter in the possession of theBank and the right to refuse to allow withdrawals from any account (collectively “**Setoff**”)**.**TheBank may, at any time upon the occurrence of a default hereunder (notwithstanding any noticerequirements or grace/cure periods under this or other agreements between the Borrower and theBank) Setoff against the Obligations **whether or not the Obligations (including future installments)are then due or have been accelerated, all without any advance or contemporaneous notice or demandof any kind to the Borrower, such notice and demand being expressly waived.**The omission of any reference to an agreement in Sections 3.1 and 3.2 above will not affect thevalidity or enforceability thereof. The rights and remedies of the Bank outlined in this Agreementand the documents identified above are intended to be cumulative.**ARTICLE IV. DEFAULTS**     4.1 **Defaults. Notwithstanding any cure periods described below, the Borrower will immediatelynotify the Bank in writing when the Borrower obtains knowledge of the occurrence of any defaultspecified below.**Regardless of whether the Borrower has given the required notice, the occurrenceof one or more of the following will constitute a default:   (a) **Nonpayment.**The Borrower shall fail to pay (i) any interest due on the Note or any fees,charges, costs or expenses under the Loan Documents by 5 days after the same becomes due; or (ii)any principal amount of the Note when due.   (b) **Nonperformance.**The Borrower or any guarantor of Borrower’s Obligations 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 the Borrower or any Guarantor hereunder or under any otherLoan Document or other agreement with or in favor of the Bank.   (c) **Misrepresentation.**Any financial information, statement, certificate, representation orwarranty given to the Bank by the Borrower or any Guarantor (or any of their representatives) inconnection with entering into this Agreement or the other Loan Documents and/or any borrowingthereunder, or required to be furnished under the terms thereof, shall prove untrue or misleadingin any material respect (as determined by the Bank in the exercise of its judgment) as of the timewhen given.   (d) **Default on Other Obligations.**The Borrower or any Guarantor shall be in default under the termsof any loan agreement, promissory note, lease, conditional sale contract or other agreement,document or instrument evidencing, governing or securing any indebtedness owing by the Borrower orany Guarantor tothe Bank or any indebtedness in excess of $100,000 owing by the Borrower, to any third party, andthe period of grace, if any, to cure said default shall have passed.   (e) **Judgments.**Any judgment shall be obtained against the Borrower or any Guarantor which, togetherwith all other outstanding unsatisfied judgments against the Borrower (or such Guarantor), shallexceed the sum of $100,000 and shall remain unvacated, unbonded or unstayed for a period of 30 daysfollowing the date of entry thereof.   (f) **Inability to Perform; Bankruptcy/Insolvency.**(i) The Borrower or any Guarantor shall die orcease to exist; or (ii) an Guarantor shall attempt to revoke any guaranty of the Obligationsdescribed herein, or any guaranty becomes unenforceable in whole or in part for any reason; or(iii) any bankruptcy, insolvency or receivership proceedings, or an assignment for the benefit ofcreditors, shall be commenced under any Federal or state law by or against the Borrower or anyGuarantor; or (iv) the Borrower or any Guarantor shall become the subject of any out-of-courtsettlement with its creditors; or (v) the Borrower or any Guarantor is unable or admits in writingits inability to pay its debts as they mature; or (vi) if the Borrower is a limited liabilitycompany, any member thereof shall withdraw or otherwise become disassociated from the Borrower.   (g) **Adverse Change; Insecurity.**(i) There is a material adverse change in the business, properties,financial condition or affairs of the Borrower or any Guarantor, or in any collateral securing theObligations; or (ii) the Bank in good faith deems itself insecure.     4.2 **Termination of Loans; Additional Bank Rights.**Upon the Maturity Date or the occurrence ofany of the events identified in Section 4.1, the Bank may at any time (notwithstanding any noticerequirements or grace/cure periods under this or other agreements between the Borrower and theBank) (i) immediately terminate its obligation, if any, to make additional loans to the Borrower;(ii) Setoff; and/or (iii) take such other steps to protect or preserve the Bank’s interest in anycollateral, including without limitation, notifying account debtors to make payments directly tothe Bank, advancing funds to protect any collateral and insuring collateral at the Borrower’sexpense; all without demand or notice of any kind, all of which are hereby waived.     4.3 **Acceleration of Obligations.**Upon the Maturity Date or the occurrence of any of the eventsidentified in Sections 4.1(a) through 4.1(e) and 4.1(g), and the passage of any applicable cureperiods, the Bank may at any time thereafter, by written notice to the Borrower, declare the unpaidprincipal balance of any Obligations, together with the interest accrued thereon and other amountsaccrued hereunder and under the other Loan Documents, to be immediately due and payable; and theunpaid balance will thereupon be due and payable, all without presentation, demand, protest orfurther notice of any kind, all of which are hereby waived, and notwithstanding anything to thecontrary contained herein or in any of the other Loan Documents. Upon the occurrence of any eventunder Section 4.1(f), the unpaid principal balance of any Obligations, together with all interestaccrued thereon and other amounts accrued hereunder and under the other Loan Documents, willthereupon be immediately due and payable, all without presentation, demand, protest or notice ofany kind, all of which are hereby waived, and notwithstanding anything to the contrary containedherein or in any of the other Loan Documents. **Nothing contained in Section 4.1, Section 4.2 or thissection will limit the Bank’s right to Setoff as provided in Section 3.3 or otherwise in thisAgreement.**
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     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 rights and remedies as andwhen they are available.**ARTICLE V. OTHER TERMS**     5.1 **Additional Terms; Addendum/Supplements.**The warranties, covenants, conditions and otherterms described in this Section and/or in the Addendum and/or other attached document(s) referencedin this Section are incorporated into this Agreement:**ARTICLE VI. MISCELLANEOUS**     6.1 **Delay; Cumulative Remedies.**No delay on the part of the Bank in exercising any right,power or privilege hereunder or under any of the other Loan Documents will operate as a waiverthereof, nor will any single or partial exercise of any right, power or privilege hereunderpreclude other or further exercise thereof or the exercise of any other right, power or privilege.The rights and remedies herein specified are cumulative and are not exclusive of any rights orremedies which the Bank would otherwise have.     6.2 **Relationship to Other Documents.**The warranties, covenants and other obligations of theBorrower (and the rights and remedies of the Bank) that are outlined in this Agreement and theother Loan Documents are intended to supplement each other. In the event of any inconsistencies inany of the terms in the Loan Documents, all terms will be cumulative so as to give the Bank themost favorable rights set forth in the conflicting documents, except that if there is a directconflict between any preprinted terms and specifically negotiated terms (whether included in anaddendum or otherwise), the specifically negotiated terms will control.     6.3 **Successors.**The rights, options, powers and remedies granted in this Agreement and theother Loan Documents shall be binding upon the Borrower and the Bank and their respectivesuccessors and assigns, and shall inure to the benefit of the Borrower and the Bank and thesuccessors and assigns of the Bank, including without limitation any purchaser of any or all of therights and obligations of the Bank under the Note and the other Loan Documents. The Borrower maynot assign its rights or obligations under this Agreement or any other Loan Documents without theprior written consent of the Bank.     6.4 **Disclosure.**The Bank may, in connection with any sale or potential sale of all or anyinterest in the Note and other Loan Documents, disclose any financial information the Bank may haveconcerning the Borrower to any purchaser or potential purchaser. From time to time, the Bank may,in its discretion and without obligation to the Borrower, any Guarantor or any other third party,disclose information about the Borrower and this loan to any Guarantor, surety or otheraccommodation party. This provision does not obligate the Bank to supply any information or releasethe Borrower from its obligation to provide such information, and the Borrower agrees to keep allGuarantors, sureties or other accommodation parties advised of its financial condition and othermatters which may be relevant to their obligations to the Bank.     6.5 **Indemnification.**Except for harm arising from the Bank’s willful misconduct, the Borrowerhereby indemnifies and agrees to defend and hold the Bank harmless from any and all losses, costs,damages, claims and expenses of any kind suffered by or asserted against the Bank relating toclaims by third parties arising out of the financing provided under the Loan Documents or relatedto any collateral (including, without limitation, the Borrower’s failure to perform its obligationsrelating to Environmental Matters described in Section 2.5 above). This indemnification and holdharmless provision will survive the termination of the Loan Documents and the satisfaction of theObligations due the Bank.     6.6 **Notice of Claims Against Bank; Limitation of Certain Damages.**In order to allow the Bankto mitigate any damages to the Borrower from the Bank’s alleged breach of its duties under the LoanDocuments or any other duty, if any, to the Borrower, the Borrower agrees to give the Bankimmediate written notice of any claim or defense it has against the Bank, whether in tort orcontract, relating to any action or inaction by the Bank under the Loan Documents, or thetransactions related thereto, or of any defense to payment of the Obligations for any reason. Therequirement of providing timely notice to the Bank represents the parties’ agreed-to standard ofperformance regarding claims against the Bank. Notwithstanding any claim that the Borrower may haveagainst the Bank, and regardless of any notice the Borrower may have given the Bank, **the Bank willnot be liable to the Borrower for consequential and/or special damages arising therefrom, exceptthose damages arising from the Bank’s willful misconduct.**     6.7 **Notices.**Notice of 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) received by telecopy, (e) received through the internet, or (f) whenpersonally delivered.     6.8 **Payments.**Payments due under the Note and other Loan Documents will be made in lawfulmoney of the United States. All payments may be applied by the Bank to principal, interest andother amounts due under the Loan Documents in any order which the Bank elects.
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     6.9 **Applicable Law and Jurisdiction; lnterpretation; Joint Liability; Severability.**ThisAgreement and all other Loan Documents will be governed by and interpreted in accordance with theinternal laws of the State of California, except to the extent superseded by Federal law. THEBORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITUATED INTHE COUNTY OR FEDERAL JURISDICTION OF THE BANK’S BRANCH WHERE THE LOAN WAS ORIGINATED, AND WAIVESANY OBJECTION BASED ON FORUM NON CONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES ORPROCEEDINGS RELATING TO THIS AGREEMENT, THE NOTE, THE COLLATERAL, ANY OTHER LOAN DOCUMENT, OR ANYTRANSACTIONS ARISING THEREFROM, OR ENFORCEMENT AND/OR INTERPRETATION OF ANY OF THE FOREGOING. Nothing herein will affect the Bank’srights to serve process in any manner permitted by law, or limit the Bank’s right to bringproceedings against the Borrower in the competent courts of any other jurisdiction orjurisdictions. This Agreement, the other Loan Documents and any amendments hereto (regardless ofwhen executed) will be deemed effective and accepted only upon the Bank’s receipt of the executedoriginals thereof. If there is more than one Borrower, the liability of the Borrowers will be jointand several, and the reference to “Borrower” will be deemed to refer to all Borrowers. Invalidityof any provision of this Agreement shall not affect the validity of any other provision.     6.10 **Copies; Entire Agreement; Modification.**The Borrower hereby acknowledges the receipt of acopy of this Agreement and all other Loan Documents. This Agreement is a “transferable record” asdefined in applicable law relating to electronic transactions. Therefore, the holder of thisAgreement may, on behalf of Borrower, create a microfilm or optical disk or other electronic imageof this Agreement that is an authoritative copy as defined in such law. The holder of thisAgreement may store 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 itsown behalf, may control and transfer such authoritative copy as permitted by such law.**IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLYTHOSE TERMS IN WRITING, EXPRESSING CONSIDERATION AND SIGNED BY THE PARTIES ARE ENFORCEABLE. NOOTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. THETERMS OF THIS AGREEMENT MAY ONLY BE CHANGED BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE SHALL ALSO BEEFFECTIVE WITH RESPECT TO ALL OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN BORROWER AND THE BANK.A MODIFICATION OF ANY OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN BORROWER AND THE BANK, WHICHOCCURS AFTER RECEIPT BY BORROWER OF THIS NOTICE, MAY BE MADE ONLY BY ANOTHER WRITTEN INSTRUMENT.ORAL OR IMPLIED MODIFICATIONS TO SUCH CREDIT AGREEMENTS ARE NOT ENFORCEABLE AND SHOULD NOT BERELIED UPON.**     6.11 **Waiver of Jury 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 THERE FROM OR CONNECTED THERE TO. THE BORROWERAND THE BANK EACH REPRESENTS TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILYGIVEN.**     6.12 **Attachments. All documents attached hereto, including any appendices, schedules, riders,and exhibits to this Agreement, are hereby expressly incorporated by reference.**IN WITNESS WHEREOF, the undersigned have executed this REVOLVING CREDIT AGREEMENT as of SEPTEMBER21, 2007.         (Individual Borrower) Outdoor Channel Holdings, Inc.  Borrower Name (Organization)           aDelaware Corporation         Borrower Name        N/A By /s/ William A. Owen      Name and Title William A. Owen, CFO/Treasurer           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 PresidentBorrower Address: 43445 Business Park Drive, Suite 103, Temecula, CA 92590Borrower Telephone No.:
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       **For Bank Use Only** Reviewed by       Due SEPTEMBER 5, 2009    Customer # 6517384088 Loan # 18**REVOLVING CREDIT NOTE**$10,000,000.00 SEPTEMBER 21, 2007     FOR VALUE RECEIVED, the undersignedborrower (the “**Borrower**”)**,**promises to pay to the order of U.S. BANK N.A. (the “**Bank**”), theprincipal sum of TEN MILLION AND NO/100 Dollars ($10,000,000.00), payable SEPTEMBER 5, 2009 (the“**Maturity Date**”).          Interest.     The unpaid principal balance will bear interest at an annual rate described in the InterestRate Rider attached to this Note.          Payment Schedule.Interest is payable beginning NOVEMBER 5, 2007, and on the same date of each consecutive monththereafter (except that if a given month does not have such a date, the last day of suchmonth), plus a final interest payment with the final payment of principal.     Interest will be computed for the actual number of days principal is unpaid, using a dailyfactor obtained by dividing the stated interest rate by 360.     Notwithstanding any provision of this Note to the contrary, upon any default or at any timeduring the continuation thereof (including failure to pay upon maturity), the Bank may, at itsoption and subject to applicable law, increase the interest rate on this Note to a rate of 5% perannum plus the interest rate otherwise payable hereunder. Notwithstanding the foregoing and subjectto applicable law, upon the occurrence of a default by the Borrower or any guarantor involvingbankruptcy, insolvency, receivership proceedings or an assignment for the benefit of creditors, theinterest rate on this Note shall automatically increase to a rate of 5% per annum plus the rateotherwise payable hereunder.     In no event will the interest rate hereunder exceed that permitted by applicable law. If anyinterest or other charge is finally determined by a court of competent jurisdiction to exceed themaximum amount permitted by law, the interest or charge shall be reduced to the maximum permittedby law, and the Bank may credit any excess amount previously collected against the balance due orrefund the amount to the Borrower.     Subject to applicable law, if any payment is not made on or before its due date, the Bank maycollect a delinquency charge of 5.00% of the unpaid amount. Collection of the late payment feeshall not be deemed to be a waiver of the Bank’s right to declare a default hereunder.     Without affecting the liability of any Borrower, endorser, surety or guarantor, the Bank may,without notice, renew or extend the time for payment, accept partial payments, release or impairany collateral security for the payment of this Note, or agree not to sue any party liable on it.     This Revolving Credit Note constitutes the Note issued under a Revolving Credit Agreementdated as of the date hereof between the Borrower and the Bank, to which Agreement reference ishereby made for a statement of the terms and conditions under which loans evidenced hereby were ormay be made and a description of the terms and conditions upon which the maturity of this Note maybe accelerated, and for a description of the collateral securing this Note.
 

 
     This Note is a “transferable record” as defined in applicable law relating to electronictransactions. Therefore, the holder of this Note may, on behalf of Borrower, create a microfilm oroptical disk or other electronic image of this Note that is an authoritative copy as defined insuch law. The holder of this Note may store the authoritative copy of such Note in its electronicform and then destroy the paper original as part of the holder’s normal business practices. Theholder, on its own behalf, may control and transfer such authoritative copy as permitted by suchlaw.     **All documents attached hereto, including any appendices, schedules, riders, and exhibits tothis Revolving Credit Note, are hereby expressly incorporated by reference.**The Borrower hereby acknowledges the receipt of a copy of this Note.         (Individual Borrower) Outdoor Channel Holdings, Inc.  Borrower Name (Organization)             aDelaware Corporation         Borrower Name        N/A By /s/ William A. Owen               Name and Title William A. Owen, CFO/Treasurer           By           Borrower Name        N/A   Name and Title  
 

 
**INTEREST RATE RIDER**     This Rider is made part of the **Revolving Credit**Note (the “**Note**”) in the original amount of$10,000,000.00 by the undersigned borrower (the “**Borrower**”) in favor of **U.S. BANK N.A.**(the “**Bank**”)as of the date identified below. The following interest rate description is hereby added to theNote:Interest Rate Options. Interest on each advance hereunder shall accrue at one of thefollowing per annum rates selected by the Borrower (“n/a” indicates rate option is not available,but Prime Rate Loan option must always be selected) (i) upon notice to the Bank, 0.000% plus theprime rate announced by the Bank from time to time, as and when such rate changes (a “Prime RateLoan”); (ii) upon a minimum of two New York Banking Days prior notice, 1.250% plus the 1, 2, 3, 6or 12 month LIBOR rate quoted by the Bank from Telerate Page 3750 or any successor thereto (whichshall be the LIBOR rate in effect two New York Banking Days prior to commencement of the advance),adjusted for any reserve requirement and any subsequent costs arising from a change in governmentregulation (a “LIBOR Rate Loan”); or (iii) upon notice to the Bank, **n/a**% plus the rate, determinedsolely by the Bank, at which the Bank would be able to borrow funds of comparable amounts in theMoney Markets for a 1, 2, 3, 6 or 12 month period, adjusted for any reserve requirement and anysubsequent costs arising from a change in government regulation (a “Money Market Rate Loan”). Theterm “New York Banking Day” means any day (other than a Saturday or Sunday) on which commercialbanks are open for business in New York, New York. The term “Money Markets” refers to one or morewholesale funding markets available to the Bank, including negotiable certificates of deposit,commercial paper, eurodollar deposits, bank notes, federal funds, interest rate swaps or others. NoLIBOR Rate Loan or Money Market Rate Loan may extend beyond the maturity of this Note. In anyevent, if the Loan Period for a LIBOR Rate Loan or Money Market Rate Loan should happen to extendbeyond the maturity of this Note, such loan must be prepaid at the time this Note matures. If aLIBOR Rate Loan or Money Market Rate Loan is prepaid prior to the end of the Loan Period for suchloan, whether voluntarily or because prepayment is required due to the Note maturing or due toacceleration of this Note upon default or otherwise, the Borrower agrees to pay all of the Bank’scosts, expenses and Interest Differential (as determined by the Bank) incurred as a result of suchprepayment. The term “Loan Period” means the period commencing on the advance date of theapplicable LIBOR Rate Loan or Money Market Rate Loan and ending on the numerically correspondingday 1, 2, 3, 6 or 12 months thereafter matching the interest rate term selected by the Borrower;provided, however, (a) if any Loan Period would otherwise end on a day which is not a New YorkBanking Day, then the Loan Period shall end on the next succeeding New York Banking Day unless thenext succeeding New York Banking Day falls in another calendar month, in which case the Loan Periodshall end on the immediately preceding New York Banking Day; or (b) if any Loan Period begins onthe last New York Banking Day of a calendar month (or on a day for which there is no numericallycorresponding day in the calendar month at the end of the Loan Period),then the Loan Period shall end on the last New York Banking Day of the calendar month at theend of such Loan Period. The term “Interest Differential” shall mean that sum equal to the greaterof zero or the financial loss incurred by the Bank resulting from prepayment, calculated as thedifference between the amount of interest the Bank would have earned (from like investments in theMoney Markets as of the first day of the LIBOR Rate Loan or Money Market Rate Loan) had prepaymentnot occurred and the interest the Bank will actually earn (from like investments in the MoneyMarkets as of the date of prepayment) as a result of the redeployment of funds from the prepayment.Because of the short-term nature of this facility, the Borrower agrees that the InterestDifferential shall not be discounted to its present value. Any prepayment of a LIBOR Rate Loan orMoney Market Rate Loan shall be in an amount equal to the remaining entire principal balance ofsuch loan.In the event the Borrower does not timely select another interest rate option at least two New YorkBanking Days before the end of the Loan Period for a LIBOR Rate Loan or Money Market Rate Loan, theBank may at any time after the end of the Loan Period convert the LIBOR Rate Loan or Money MarketRate Loan to a Prime Rate Loan, but until such conversion, the funds advanced under the LIBOR RateLoan or Money Market Rate Loan shall continue to accrue interest at the same rate as the interestrate in effect for such LIBOR Rate Loan or Money Market Rate Loan prior to the end of the LoanPeriod.The Bank’s internal records of applicable interest rates shall be determinative in the absence ofmanifest error. Each LIBOR Rate Loan and each Money Market Rate Loan shall be in a minimumprincipal amount of $100,000.         Dated as of:     **SEPTEMBER 21, 2007.**               (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, CFO/Treasurer           By           Borrower Name        **N/A**   Name and Title  
 

 
**REAFFIRMATION OF GUARANTY**To: **U.S. BANK N.A.**(the “**Bank**”)     The undersigned (the “**Guarantor**,” whether one or more) has executed Continuing Guaranty(ies)(Unlimited), Continuing Guaranty(ies) (Limited), Continuing Guaranty(ies) (Pro Rata), orGuaranty(ies) of Specific Transaction date SEPTEMBER 5, 2004 (collectively the “**Guaranty**”)guaranteeing all of the obligations of Outdoor Channel Holdings, Inc. (the “**Borrower**”) to the Bank,whether currently existing or arising in the future.     The Bank will be extending a new loan to the Borrower, or renewing, restructuring or otherwiseamending an existing loan to the Borrower, as evidenced by the following documents, among others:          **Revolving Loan Agreement and Note dated September 21, 2007**     The Guarantor hereby confirms that the guaranty remains in full force and effect, and thedefinition of “Obligations” in the Guaranty specifically includes the obligations identified above,as well as any renewals, amendments or refinancings thereto (including an increase in the principalamount of the loan).     The Guarantor reaffirms that consent by the Guarantor to any additional loans, refinancings,amendments and other changes in any agreements between the Bank and the Borrower is not necessary,as described in the Guaranty. All collateral securing the Guaranty also continues as security, andall other terms of the Guaranty are hereby reaffirmed.     **The Guarantor represents that the Guarantor has reviewed the Borrower’s financial conditionprior to executing this Reaffirmation; and the Guarantor specifically relieves the Bank of anyobligation to advise the Guarantor of the Borrower’s current financial condition, or any changes inthe Borrower’s financial condition in the future.**     **The Guarantor hereby acknowledges the receipt of a copy of this Reaffirmation and all otherLoan Documents.**This Reaffirmation is a “transferable record” as defined in applicable law relatingto electronic transactions. Therefore, the holder of this Reaffirmation may, on behalf ofGuarantor, create a microfilm or optical disk or other electronic image of this Reaffirmation thatis an authoritative copy as defined in such law. The holder of this Reaffirmation may store theauthoritative copy of such Reaffirmation in its electronic form and then destroy the paper originalas part of the holder’s normal business practices. The holder, on its own behalf, may control andtransfer such authoritative copy as permitted by such law.**IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLYTHOSE TERMS IN WRITING, EXPRESSING CONSIDERATION AND SIGNED BY THE PARTIES ARE ENFORCEABLE. NOOTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. THETERMS OF THIS AGREEMENT MAY ONLY BE CHANGED BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE SHALL ALSO BEEFFECTIVE WITH RESPECT TO ALL OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN GUARANTOR AND THE BANK.A MODIFICATION OF ANY OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN GUARANTOR AND THE BANK, WHICHOCCURS AFTER RECEIPT BY GUARANTOR OF THIS NOTICE, MAY BE MADE ONLY BY ANOTHER WRITTEN INSTRUMENT.ORAL OR IMPLIED MODIFICATIONS TO SUCH CREDIT AGREEMENTS ARE NOT ENFORCEABLE AND SHOULD NOT BERELIED UPON.**         Dated:SEPTEMBER 21, 2007               (Individual Guarantor) TheOutdoor Channel, Inc.  Guarantor Name (Organization)             a Nevada Corporation         Guarantor Name        N/A By /s/ William A. Owen               Name and Title William A. Owen, CFO           By           Guarantor Name        N/A   Name and Title  
 

 
**CORPORATE RESOLUTION FOR BORROWING AND/OR PLEDGING ASSETS**Outdoor Channel Holdings, Inc.**