In light of your stockholders' meeting on May 8, 2013 to vote on the transaction with KSE, it is imperative that we take action immediately to ensure that your stockholders can take advantage of the value represented by our proposal. Accordingly, our offer will remain open until 5:00 p.m. (New York time) on Tuesday, May 7, 2013.
This letter itself does not create any legally binding obligation, liability or commitment by us concerning a proposed transaction, and there will be no legally binding agreement between us unless and until we enter into a definitive merger agreement.
We are confident that our proposal constitutes a superior proposal, and we are very pleased to be able to offer it to your stockholders. If you have any questions or would like to discuss any aspect of our proposal, please do not hesitate to contact Peter Kern or Jeffrey D. Marell at Paul, Weiss, Rifkind, Wharton & Garrison LLP.
Sincerely,INTERMEDIA PARTNERS VII, L.P. By: /s/ Peter Kern Name: Peter KernTitle: Managing Partner INTERMEDIA OUTDOORS HOLDINGS, LLCBy: /s/ Jerome Letter Name: Jerome LetterTitle: Authorized Signatory About InterMedia Partners VII, L.P. InterMedia Partners, L.P. is a private equity investment fund focusing on the media industry across all platforms - television, radio, publishing, internet and marketing. The current fund, InterMedia Partners VII, LP is focused on content assets which target underserved markets. About InterMedia Outdoors Holdings, LLC InterMedia Outdoors Holdings, LLC is a portfolio company of InterMedia Partners VII, L.P. and the parent company of InterMedia Outdoors, Inc. and The Sportsman Channel, Inc. InterMedia Outdoors, Inc. is a multimedia company serving outdoors enthusiasts in the United States, with the largest network of websites dedicated to the hunting, shooting and fishing category; a portfolio of 15 market-leading enthusiast magazines including Guns & Ammo, Petersen's Hunting and InFisherman; a television production business producing original branded hunting, shooting and fishing themed programming including category-leading shows North American Whitetail, Guns & Ammo TV and InFisherman TV, with over 220 episodes produced annually in high definition; and a content library in excess of 16,000 hours of video content. The Sportsman Channel, Inc. is a national television network fully devoted to the more than 82 million sportsmen and outdoor enthusiasts throughout the United States, delivering programming focused exclusively on hunting, shooting and fishing themed programming. The Sportsman Channel is available in both high definition and standard definition. Nielsen estimated that The Sportsman Channel had approximately 30.1 million cable, satellite and telco subscribers for November 2012. SOURCE InterMedia Outdoors Holdings, LLC