**Exhibit 10.1**

** **

** **

**AMENDMENT TO****LOAN AGREEMENT AND NOTE**

 

Thisamendment (the “**Amendment**”), dated as of the datespecified below, is by and between the borrower (the “**Borrower**”)and the bank (the “**Bank**”)identified below.

 

**RECITALS**

 

A.  The Borrower and the Bank have executed a LoanAgreement (the “**Agreement**”) dated SEPTEMBER 30,2004 and the Borrower has executed a Note (the “**Note**”),dated  SEPTEMBER 30, 2004, either or both which may have been amendedand replaced from time to time, and the Borrower (and if applicable, certain third parties) have executed thecollateral documents which may or may not be identified in the Agreement andcertain other related documents (collectively the “**LoanDocuments**”), setting forth the terms and conditions upon which theBorrower may obtain loans from the Bank from time to time in the originalamount of $  5,000,000.00, as may be amended from time totime.

 

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

 

C.  TheBank has agreed to such modifications, but only upon the terms and conditionsoutlined in this Amendment.

 

**TERMS OF AGREEMENT**

 

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

 

o**Change in Maturity Date.**If checked here, any references in the Agreement or Note to the maturity dateor date of final payment are hereby deleted and replaced with “                                 ”.

 

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

 

o**Temporary Increase inMaximum Loan Amount.** If checked here, notwithstanding the maximumprincipal amount that may be borrowed from time to time under the Agreement andNote, the maximum principal amount that may be borrowed thereunder shallincrease from $                                 to $                                 effective                                 through                             annually. On                  through                                 annually,the maximum principal amount that may be borrowed thereunder shall revert to$                       and any loans outstanding in excess of that amount will be immediately due andpayable without further demand bythe Bank.

 

o**Change in Multiple AdvanceTermination Date.** If checked here, all references in the Agreementand in the Note to the termination date for multiple advances are herebydeleted and replaced with “                                 ”.

 

o**Change in PaymentSchedule.** If checked here, effective upon the date of thisAmendment, any payment terms are amended as follows:

 

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

 

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

 

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

 

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

 

**Effectiveness of Prior Documents.** Except as specifically amended hereby, theAgreement, the Note and the other Loan Documents shall remain in full force andeffect in accordance with their respective terms. All warranties andrepresentations contained in the Agreement and the other Loan Documents arehereby reconfirmed as of the date hereof. All collateral previously provided tosecure the Agreement and/or Note continues as security, and all guarantiesguaranteeing obligations under the Loan Documents remain in full force and effect.This is an amendment, not a novation.

 

**Preconditions to Effectiveness.** This Amendment shall only become effective uponexecution by the Borrower and the Bank, and approval by any other third partyrequired by the Bank.

 

**No Waiver of Defaults; Warranties.** This Amendment shall not be construed as orbe deemed to be**a waiver by the Bankof existing defaults by the Borrower, whether known or undiscovered. Allagreements, representations and warranties made herein shall survive theexecution of this Amendment.

 

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

 

**Authorization.**The Borrower represents and warrants that the execution, delivery andperformance of this Amendment and the documents referenced herein are withinthe authority of the Borrower and have been duly authorized by all necessaryaction.

 

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

 

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

 

**[SIGNATURE(S)ON NEXT PAGE]**

 

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| Dated  as of:         | MAY 15, 2006            | .                              |                         |                    |   |
|-----------------------|-------------------------|--------------------------------|------------------------------|-------------------------|--------|
|                  |                    |                           |                         |                    |
| (Individual Borrower) |                    | Outdoor Channel Holdings, Inc. |
|                  |                    |                           | Borrower Name (Organization) |
|                  |                    |                           |                         |                    |
|                  |                    |                           | a                            | Delaware Corporation    |
|                  |                    |                           |                         |                    |
| Borrower Name         | N/A                     |                           | By:                          | /s/ William A. Owen     |
|                  |                    |                           |                         |                    |
|                  |                    |                           |                         | William A. Owen         |
|                  |                    |                           | Name and Title:              | Chief Financial Officer |
|                  |                    |                           |                         |                    |
|                  |                    |                           | By:                          |                    |
|                  |                    |                           |                         |                    |
| Borrower Name         | N/A                     |                           | Name and Title:              |                    |
|                  |                    |                           |                         |                    |
| Agreed to:            |                    |                           |                         |                    |
|                  |                    |                           |                         |                    |
| U.S. BANK N.A.        |                    |                           |                         |
| (Bank)                |                    |                           |                         |                    |
|                  |                    |                           |                         |                    |
| By:                   | /s/ Maureen K. Sullivan |                           |                         |                    |
|                  | Maureen K. Sullivan     |                           |                         |                    |
| Name and Title:       | Vice President          |                           |                         |                    |
|                       |                         |                                |                              |                         |        |  |  |  |  |  |  |

 

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**ADDENDUM TO REVOLVING CREDIT AGREEMENT AND NOTE**

 

This Addendum is made partof the Revolving Credit Agreement and Note (the “Agreement”) made and enteredinto by and between the undersigned borrower (the “Borrower”) and theundersigned bank (the “Bank”) as of the date identified below. The warranties,covenants and other terms described below are hereby added to the Agreement.

 

**Amendmentsto Financial Information and Reporting Requirements.** Financial information and reportingrequirements set forth in the Agreement are modified, added, deleted orrestated as more specifically set forth below. Financial information andreporting requirements which are not modified, restated or deleted below shallremain in full force and effect. Financial terms used in the Amendment whichare not specifically defined in the Amendment shall have the meanings ascribedto them under generally accepted accounting principles. For any Borrower orGuarantor who does not have a separate fiscal year end for tax reportingpurposes, the fiscal year will be deemed to be the calendar year.

 

**Modificationof Borrower Financial Information and Reporting.**All Borrower financial information andreporting requirements, whether set forth below or in the Agreement, will beprovided by Borrower, in form and content acceptable to Bank, pertaining toBorrower. The following financial information and reporting requirementsare hereby added or restated:

 

**AnnualFinancial Statements:**Not later than 90 days after the end of each fiscal year, annual financialstatements, audited by a certified public accounting 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** (thisrequirement pertains to Borrower only, regardless of whether financial reportsare otherwise required for Borrower together with others hereunder): Not laterthan 60**days after the end ofeach fiscal quarter, a certificate, executed by Borrower (or, if Borrower is anentity, by Borrower’s chief financial officer or other officer or personacceptable to Bank) certifying that the representations and warranties setforth in the Agreement are true and correct as of the date of the certificateand further certifying that, as of the date of the certificate, no defaultexists under the Agreement.

 

**Deletionof Financial Information and Reporting Requirements.** The following financial information andreporting requirements are hereby deleted from the Agreement, as previouslyamended:

**Agingsof Accounts Receivable and Agings of Accounts Payable**

 

**Amendmentsto Financial Covenants.**Financial covenants set forth in the Agreement are modified, added, deleted orrestated as more specifically set forth below, Financial covenants which arenot modified, restated or deleted below shall remain in full force and effect.Financial terms used in the Amendment which are not specifically defined in theAmendment shall have the meanings ascribed to them under generally acceptedaccounting principles. For any Borrower or Guarantor who does not have aseparate fiscal year end for tax reporting purposes, the fiscal year will bedeemed to be the calendar year.

 

**Modificationof Borrower Financial Covenants.** All Borrower financial covenants, whether set forth below or in theAgreement, will be maintained by Borrower (for purposes of all existing, newand amended financial covenants, the “**Subject Party**”).

 

**SeniorFunded Debt to EBITDA Ratio** as of the end of each fiscal quarter for the fiscal quarter then endedof not more than 1.50 to 1.

 

“**SeniorFunded Debt to EBITDA Ratio**” shall mean the ratio of Senior FundedDebt to EBITDA.

 

“**SeniorFunded Debt**” shall mean indebtedness for borrowed money, for thedeferred purchase price of property not purchased on ordinary trade terms, forcapitalized leases and for other liabilities evidenced by promissory notes orother 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, plusdepreciation expense plus amortization expense.

 

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**Deletionof Financial Covenants**.The following financial covenants are hereby deleted from the Agreement, aspreviously amended: **Fixed Charge Coverage**

 
| Dated as of   | May 15, 2006 |                                                     |                            |                |
|---------------|--------------|----------------------------------------------------------|---------------------------------|---------------------|
|          |         |                                                     |
| (Individual)  |         | (Non-Individual)                                         |
|          |         |                                                     |
|          |         |                                                     | Outdoor Channel Holdings,  Inc. |
| Borrower Name |         | a/an Delaware  Corporation                               |
|          |         |                                                     |
|          |         |                                                     | By:                             | /s/ William A. Owen |   |
| Borrower Name |         | Name and Title William A.  Owen, Chief Financial Officer |
|          |         |                                                     |
|          |         | By:                                                      |                            |                |
|          |         | Name and Title                                           |
|          |         |                                                     |
|          |         |                                                     |
|          |         | Agreed to:                                               |
|          |         | U.S. BANK N.A.                                           |
|          |         |                                                     |
|          |         | By:                                                      | /s/ Maureen K. Sullivan         |                |
|          |         | Name and Title Maureen K.  Sullivan, Vice President      |
|               |              |                                                          |                                 |                     |  |  |  |

 

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**SECONDADDENDUM TO AMENDMENTTO LOAN AGREEMENT AND NOTE**

 

by and between

 

U.S. Bank N.A. andOutdoor Channel Holdings, Inc. 

 

May 15, 2006

 

This Second Addendum toAmendment to Loan Agreement and Note (this “**Addendum**”)is made part of the Amendment to Loan Agreement and Note of even date herewith(the “**Amendment**”) made and entered into byand between the undersigned borrower (the “**Borrower**”) andU.S. Bank N.A. (the “**Bank**”). Thewarranties, covenants and other terms of this Addendum and the Addendum to RevolvingCredit Agreement and Note of even date herewith (the “**FirstAddendum**”) by and between Borrower and Bank (i) supplement, amend ormodify the Agreement (as defined in the Amendment), the Amendment and to theextent inconsistent herewith, all Loan Documents (as defined in the Agreement)and any and all other documents by and between Bank and Borrower that have notexpired or terminated, including, without limitation, that certain Term LoanAgreement dated October 18, 2005 by and between Bank and Borrower, as suchagreement may have been amended, modified, supplemented, extended, replaced orrestated (collectively, the “**Term Loan Agreement**”),and (ii) constitute warranties, covenants and terms of all the extensions ofcredit made by Bank to Borrower, including, without limitation, the extensionsof credit made pursuant to Term Loan Agreement. The First Addendum and thisAddendum are (notwithstanding the name of the First Addendum and theintroductory paragraph in the First Addendum) addendums to the Amendment.Capitalized terms and financial terms not defined herein shall have themeanings ascribed to them in the Agreement (as amended) or, if not defined inthe Agreement, the meanings ascribed to them by generally accepted accountingprinciples. In the event of any conflict between the provisions of theAgreement, the Amendment, the First Addendum, any Loan Document, the Term LoanAgreement or any other document by and between Bank and Borrower, on the onehand, and the provisions of this Addendum on the other, the provisions of thisAddendum shall prevail and control.

 

**1.****             FixedCharge Coverage Ratio**. The provision of the Addendum to Term Loan Agreementand Note dated October 18, 2005 (the “**October 18, 2005 FirstAddendum**”) by and between Borrower and Bank entitled ““**Fixed Charge Coverage Ratio**”” (containing the definitionthereof) is hereby amended, restated and replaced in its entirety by thefollowing:

 

“**Fixed ChargeCoverage Ratio**” shall mean (a) net income, plus interest expense,plus rent expense, plus income tax expense, plus depreciation, plusamortization, plus charges related to non-cash stock-based compensation per theSFAS 123R requirement, minus cash taxes, cash dividends and Maintenance CapitalExpenditures divided by (b) the sum of all required principal payments(on short and long term debt and capital leases), interest expense and rentalor lease expense.

 

**2.****             Profitability.**The provision of the Second Addendum to Amendment to Loan Agreement and Notedated October 18, 2005 (the “**October 18, 2005 SecondAddendum**”) by and between Borrower and Bank entitled “**Quarterly Profits**” is hereby amended, restated and replacedin its entirety by the following:

 

**QuarterlyProfits.** The Borrower shall have and shall report Net ProfitAfter Taxes of an amount greater than $250,000.00 excluding any charges relatedto non-cash stock based compensation per the SFAS 123R requirement for each ofits fiscal quarters.

 

**3.****             ContinuingValidity.** Except as expressly modified above or in other agreements betweenBorrower and Bank, the terms of the Agreement, the Amendment, the FirstAddendum, the Term Loan Agreement, the October 18, 2005 First Addendum, theOctober 18, 2005 Second Addendum and the other Loan Documents (as defined inthe Agreement), and the other documents by and between Bank and Borrower inconnection with extensions of credit by Bank to Borrower, shall remainunchanged and in full force and effect.

 

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| Dated as of May 15, 2006         |
|----------------------------------|
|                             |
| 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:                              | /s/ Maureen Sullivan |   |
|                             | Maureen Sullivan, |   |
|                             | Vice President |   |

 

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