THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Outdoor Channel Holdings, Inc. (OUTD)

4/13/2006 Proxy Information

Perry T. Massie is the brother of Thomas H. Massie.

In 2005, we had two lease agreements regarding a portion of our administrative facilities with Musk Ox Properties, LP, a stockholder of ours and which in turn is owned by Messrs. Perry T. Massie and Thomas H. Massie, each of whom is a director and officer and a major stockholder of the Company. These two lease agreements required aggregate monthly rent payments of approximately $20,949, and our rent expense paid to Musk Ox Properties, LP for 2005 totaled an aggregate of $251,390. These two lease agreements expired December 31, 2005, and effective as of January 1, 2006, we renewed our real estate lease with Musk Ox Properties, LP by entering into a new lease agreement. The new lease agreement is for an initial five-year term plus two option periods of two to five years, each as determined by the Company if exercised. Monthly rent payment is approximately $29,106 in 2006, and increases three percent per year during the term of the lease.

Richard K. Dickson II, who is currently a beneficial owner of greater than 5% of our outstanding common stock, resigned from employment of the Company in 2003. In connection with his resignation and his employment agreement, we agreed to provide him certain cash amounts and benefits over time, of which $19,420 were provided to Mr. Dickson in 2005. These cash payments and benefits to Mr. Dickson are scheduled to terminate in November 2007.

In June 2005, we entered into an agreement with each of Musk Ox Investments, LP, Messrs. Perry T. Massie, Thomas H. Massie, Ray V. Miller, Jerry R. Berglund, Andrew J. Dale and Ms. Elizabeth J. Sanderson setting forth the terms and conditions pursuant to which they were eligible to sell shares in connection with a public offering of the CompanyÕs shares of common stock, subject to the sole discretion of a disinterested committee of our Board. These agreements also specified which costs were borne by us and which were borne by such individuals. In addition, these agreements contained indemnification and other provisions customary for agreements of this type.

Effective on December 5, 2005, we entered into an Optionholders Registration Rights Agreement with Ray V. Miller and Elizabeth J. Sanderson, each of whom is a director of ours, to make the shares of common stock underlying certain options available for resale immediately after exercise of such options. The Optionholders Registration Rights Agreement contains provisions regarding our registration of shares of common stock to be issued to Mr. Miller and Ms. Sanderson upon the exercise of options that they received in connection with their investment in our wholly owned subsidiary, The Outdoor Channel, Inc., in 1997. Such options were exchanged for options to purchase shares of our common stock in September 2004 in connection with our acquisition of all of the outstanding shares of The Outdoor Channel, Inc. that we did not previously own, and these options expire in December 2007. The Optionholders Registration Rights Agreement also contained indemnification and other provisions customary for agreements of this type.

Our bylaws provide that we will indemnify our directors and executive officers and may indemnify our other officers, employees and other agents to the fullest extent permitted by the Delaware General Corporation Law. We are also empowered under our bylaws to enter into indemnification contracts with our directors and officers and to purchase insurance on behalf of any person whom it is required or permitted to indemnify. Pursuant to this provision, we have entered into indemnity agreements with each of our directors and officers.

In addition, our certificate of incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for certain breaches of the directorsÕ fiduciary duty. Each director will continue to be subject to liability for breach of the directorÕs duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, for any transaction from which the director derived an improper personal benefit, for unlawful payment of dividends and for unlawful stock purchases or redemptions. This provision also does not affect a directorÕs responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

All future transactions between us and our officers, directors, principal stockholders and affiliates will be approved by our audit committee or another independent body of our Board, and will be on terms no less favorable to us than could be obtained from unaffiliated third parties.

8/8/2005 Proxy Information

Thomas H. Massie is the brother of Perry T. Massie.

We currently have two lease agreements regarding a portion of our administrative facilities with Musk Ox Properties, LP, a stockholder of ours and which in turn is owned by Messrs. Perry T. Massie and Thomas H. Massie, each of whom is a director and officer of ours. The lease agreements currently require aggregate monthly rent payments of $20,949. These lease agreements expire December 31, 2005. Our rent expense paid to Musk Ox Properties, LP totaled an aggregate of $243,523 and $242,396 for the years ended December 31, 2004 and 2003, respectively.

As of December 31, 2002, the amount owed Wilma M. Massie, who passed away in August 2003 and was the mother of Messrs. P. Massie and T. Massie, for two notes payable aggregated to $577,950 including accrued interest. The original maturity dates of the loans from Wilma M. Massie were December 31, 2002 and April 30, 2003, respectively. The loans carried interest rates of 9.5% and 10%, respectively. On March 1, 2003, both notes payable including accrued interest were combined into one unsecured note payable with an interest rate of 8% and the maturity date of the new note was extended to September 31, 2004. This note was subsequently retired in June 2003 as consideration for the exercise of options held by Ms. Massie.

As of December 31, 2002, we owed Wilma M. Massie an additional $14,606, secured by print equipment purchased in May 2001. The original amount of this loan was approximately $313,000 and interest accrued at 10%. We were paying this obligation at the rate of $5,000 per month, and this loan was fully paid in March 2003.

Effective April 1999, we entered into an employment agreement with Richard K. Dickson II who was our Chief Operating Officer at that time and is currently a beneficial owner of greater than 5% of our outstanding common stock. The agreement was for one year and pursuant to the agreement had been automatically extended for one year terms until Mr. Dickson's resignation in December 2003. At the time of Mr. Dickson's resignation, the agreement provided for a salary of $11,250 per month. Prior to 2002, a portion of the compensation was paid each month in cash and the remainder was deferred. At Mr. Dickson's election, the deferred portion was payable in cash or shares of the common stock of Outdoor Channel Holdings, Inc. and/or The Outdoor Channel, Inc. Deferred compensation under the agreement totaled $317,750 as of December 31, 2002. In December 2003, Mr. Dickson elected to take the entire deferred compensation balance in the form of shares. Outdoor Channel Holdings, Inc. and The Outdoor Channel, Inc. issued 134,375 and 125,726 shares, respectively, to satisfy their obligations to Mr. Dickson. These 134,375 shares of Outdoor Channel Holdings, Inc. have subsequently been split into approximately 335,937 shares, and the 125,726 shares of The Outdoor Channel, Inc. have subsequently been exchanged for approximately 204,304 shares of Outdoor Channel Holdings, Inc. The employment agreement also provided that Mr. Dickson was to receive options to purchase 60,000 shares of common stock of Outdoor Channel Holdings, Inc. at an exercise price of $3.00 per share. These options were fully vested at the time of Mr. Dickson's resignation. Mr. Dickson exercised all of these options in January 2004. The shares of Outdoor Channel Holdings, Inc. issued upon the exercise of these options have subsequently been split into 150,000 shares. In connection with Mr. Dickson's resignation, we also agreed to pay him approximately $374,000 over time. These payments are scheduled to terminate in November 2007. In addition, in December 2003 we entered into a Registration Rights Agreement with Mr. Dickson granting him the right to register some of his shares for resale in a registration statement filed by Outdoor Channel Holdings, Inc. or on a Form S-3, subject to various terms and conditions.

During 2003, we paid bonuses of $43,210 and $80,018 to Mr. Dickson and Ms. Massie, respectively, by canceling subscriptions receivable for common stock and the interest payable thereon.

In September 2004, in connection with our acquisition of all of the outstanding shares of The Outdoor Channel, Inc. that we did not previously own, the following entities and individuals received shares of our common stock, and options to purchase that number of shares of our common stock, in exchange for the shares of common stock, and options to purchase that number of shares of common stock, of The Outdoor Channel, Inc. they previously held. The exchange rate used for this conversion of the shares and options of The Outdoor Channel, Inc. for the following entities and individuals was the same exchange rate used for all other holders of shares and options of The Outdoor Channel, Inc.

Our bylaws provide that we will indemnify our directors and executive officers and may indemnify our other officers, employees and other agents to the fullest extent permitted by the Delaware General Corporation Law. We are also empowered under our bylaws to enter into indemnification contracts with our directors and officers and to purchase insurance on behalf of any person whom it is required or permitted to indemnify. Pursuant to this provision, we have entered into indemnity agreements with each of our directors and officers.

In addition, our certificate of incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for certain breaches of the directors' fiduciary duty. Each director will continue to be subject to liability for breach of the director's duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, for any transaction from which the director derived an improper personal benefit, for unlawful payment of dividends and for unlawful stock purchases or redemptions. This provision also does not affect a director's responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

In June 2005, we entered into an agreement with each of Musk Ox Investments, LP, Messrs. Perry T. Massie, Thomas H. Massie, Ray V. Miller, Jerry R. Berglund, Andrew J. Dale and Ms. Elizabeth J. Sanderson setting forth the terms and conditions pursuant to which they were eligible to sell shares in connection with a public offering of the Company's shares of common stock, subject to the sole discretion of a disinterested committee of our board of directors. These agreements also specified which costs were borne by us and which were borne by such individuals. In addition, these agreements contained indemnification and other provisions customary for agreements of this type.

All future transactions between us and our officers, directors, principal stockholders and affiliates will be approved by our audit committee or another independent body of our board of directors, and will be on terms no less favorable to us than could be obtained from unaffiliated third parties.