Exhibit 10.1


 





 


AMENDMENT TO LOAN AGREEMENT AND NOTE


 


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


 


RECITALS


 


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


 


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


 


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


 


TERMS OF AGREEMENT


 


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


 


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


 


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


 


o Temporary Increase in
Maximum Loan Amount. If checked here, notwithstanding the maximum
principal amount that may be borrowed from time to time under the Agreement and
Note, the maximum principal amount that may be borrowed thereunder shall
increase from $                                 
to $                                 
effective                                 
through
                             
annually. On                  through
                                 annually,
the maximum principal amount that may be borrowed thereunder shall revert to
$                       
and any loans outstanding in excess of that amount will be immediately due and
payable without further demand by
the Bank.


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[SIGNATURE(S)
ON NEXT PAGE]


 


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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

  	
   

  	
   

  	
   

  
												



 


3

















 


ADDENDUM TO REVOLVING CREDIT AGREEMENT AND NOTE


 


This Addendum is made part
of the Revolving Credit 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. The warranties,
covenants and other terms described below are hereby added to the Agreement.


 


Amendments
to Financial Information and Reporting Requirements. Financial information and reporting
requirements set forth in the Agreement are modified, added, deleted or
restated as more specifically set forth below. Financial information and
reporting requirements which are not modified, restated or deleted below shall
remain in full force and effect. Financial terms used in the Amendment which
are not specifically defined in the Amendment shall have the meanings ascribed
to them under generally accepted accounting principles. For any Borrower or
Guarantor who does not have a separate fiscal year end for tax reporting
purposes, the fiscal year will be deemed to be the calendar year.


 


Modification
of Borrower Financial Information and Reporting. All Borrower financial information and
reporting requirements, whether set forth below or in the Agreement, will be
provided by Borrower, in form and content acceptable to Bank, pertaining to
Borrower. The following financial information and reporting requirements
are hereby added or restated:


 


Annual
Financial Statements:
Not later than 90 days after the end of each fiscal year, annual financial
statements, audited by a certified public accounting firm acceptable to Bank.


 


Interim
Financial Statements:
Not later than 60 days after the end of each fiscal quarter, interim financial
statements, prepared by Borrower.


 


Certificate
of Compliance (this
requirement pertains to Borrower only, regardless of whether financial reports
are otherwise required for Borrower together with others hereunder): Not later
than 60 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 other officer or person
acceptable to Bank) certifying that the representations and warranties set
forth in the Agreement are true and correct as of the date of the certificate
and further certifying that, as of the date of the certificate, no default
exists under the Agreement.


 


Deletion
of Financial Information and Reporting Requirements. The following financial information and
reporting requirements are hereby deleted from the Agreement, as previously
amended:


Agings
of Accounts Receivable and Agings of Accounts Payable


 


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


 


Modification
of Borrower Financial Covenants. All Borrower financial covenants, whether set forth below or in the
Agreement, will be maintained by Borrower (for purposes of all existing, new
and amended financial covenants, the “Subject Party”).


 


Senior
Funded Debt to EBITDA Ratio as of the end of each fiscal quarter for the fiscal 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 to EBITDA.


 


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


 


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


 

















 


Deletion
of Financial Covenants.
The following financial covenants are hereby deleted from the Agreement, as
previously 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

  
								



 

















 


SECOND
ADDENDUM TO AMENDMENT

TO LOAN AGREEMENT AND NOTE


 


by and between


 


U.S. Bank N.A. and
Outdoor Channel Holdings, Inc. 


 


May 15, 2006


 


This Second Addendum to
Amendment 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 by
and between the undersigned borrower (the “Borrower”) and
U.S. Bank N.A. (the “Bank”). The
warranties, covenants and other terms of this Addendum and the Addendum to Revolving
Credit Agreement and Note of even date herewith (the “First
Addendum”) by and between Borrower and Bank (i) supplement, amend or
modify the Agreement (as defined in the Amendment), the Amendment and to the
extent inconsistent herewith, all Loan Documents (as defined in the Agreement)
and any and all other documents by and between Bank and Borrower that have not
expired or terminated, including, without limitation, that certain Term Loan
Agreement dated October 18, 2005 by and between Bank and Borrower, as such
agreement may have been amended, modified, supplemented, extended, replaced or
restated (collectively, the “Term Loan Agreement”),
and (ii) constitute warranties, covenants and terms of all the extensions of
credit made by Bank to Borrower, including, without limitation, the extensions
of credit made pursuant to Term Loan Agreement. The First Addendum and this
Addendum are (notwithstanding the name of the First Addendum and the
introductory paragraph in the First Addendum) addendums to the Amendment.
Capitalized terms and financial terms not defined herein shall have the
meanings ascribed to them in the Agreement (as amended) or, if not defined in
the Agreement, the meanings ascribed to them by generally accepted accounting
principles. In the event of any conflict between the provisions of the
Agreement, the Amendment, the First Addendum, any Loan Document, the Term Loan
Agreement or any other document by and between Bank and Borrower, on the one
hand, and the provisions of this Addendum on the other, the provisions of this
Addendum shall prevail and control.


 


1.             Fixed
Charge Coverage Ratio. The provision of the Addendum to Term Loan Agreement
and Note dated October 18, 2005 (the “October 18, 2005 First
Addendum”) by and between Borrower and Bank entitled ““Fixed Charge Coverage Ratio”” (containing the definition
thereof) is hereby amended, restated and replaced in its entirety by the
following:


 


“Fixed Charge
Coverage Ratio” shall mean (a) net income, plus interest expense,
plus rent expense, plus income tax expense, plus depreciation, plus
amortization, plus charges related to non-cash stock-based compensation per the
SFAS 123R requirement, minus cash taxes, cash dividends and Maintenance Capital
Expenditures divided by (b) the sum of all required principal payments
(on short and long term debt and capital leases), interest expense and rental
or lease expense.


 


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


 


Quarterly
Profits. The Borrower shall have and shall report Net Profit
After Taxes of an amount greater than $250,000.00 excluding any charges related
to non-cash stock based compensation per the SFAS 123R requirement for each of
its fiscal quarters.


 


3.             Continuing
Validity. Except as expressly modified above or in other agreements between
Borrower and Bank, the terms of the Agreement, the Amendment, the First
Addendum, the Term Loan Agreement, the October 18, 2005 First Addendum, the
October 18, 2005 Second Addendum and the other Loan Documents (as defined in
the Agreement), and the other documents by and between Bank and Borrower in
connection with extensions of credit by Bank to Borrower, shall remain
unchanged and in full force and effect.


 

















 


	
  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