exhibit4_2.htm


    
      

    

    Exhibit
      4.2

    

      EXECUTION
        COPY

      
        


      

      
        

        

      

      


      


      CABELA’S
        INCORPORATED

      CABELA’S
        CATALOG, INC.

      CABELA’S
        RETAIL, INC.

      CABELA’S
        OUTDOOR ADVENTURES, INC.

      CABELAS.COM,
        INC.

      CABELA’S
        WHOLESALE, INC.

      CABELA’S
        VENTURES, INC.

      WILD
        WINGS, LLC

      CABELA’S
        LODGING, LLC

      VAN
        DYKE
        SUPPLY COMPANY, INC.

      CABELA’S
        MARKETING AND BRAND MANAGEMENT, INC.

      CABELA’S
        RETAIL LA, LLC

      CABELA’S
        TROPHY PROPERTIES, LLC

      ORIGINAL
        CREATIONS, LLC

      CABELA’S
        RETAIL TX, L.P.

      CABELA’S
        RETAIL GP, LLC

      LEGACY
        TRADING COMPANY

      CRLP,
        LLC

      CABELA’S
        RETAIL MO, LLC

      CABELA’S
        RETAIL IL, INC.

      


      


      


      SECOND
        SUPPLEMENT TO NOTE PURCHASE AGREEMENT

      


      


      Dated
        as
        of January 16, 2008

      


       

      Re:  
        $57,000,000 7.20% SERIES 2008-A SENIOR NOTES

      DUE
        JANUARY 16, 2018

      


      


      
        

        

      

      
        


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      CABELA’S
        INCORPORATED

      CABELA’S
        CATALOG, INC.

      CABELA’S
        RETAIL, INC.

      CABELA’S
        OUTDOOR ADVENTURES, INC.

      CABELAS.COM,
        INC.

      CABELA’S
        WHOLESALE, INC.

      CABELA’S
        VENTURES, INC.

      WILD
        WINGS, LLC

      CABELA’S
        LODGING, LLC

      VAN
        DYKE
        SUPPLY COMPANY, INC.

      CABELA’S
        MARKETING AND BRAND MANAGEMENT, INC.

      CABELA’S
        RETAIL LA, LLC

      CABELA’S
        TROPHY PROPERTIES, LLC

       ORIGINAL
        CREATIONS, LLC

      CABELA’S
        RETAIL TX, L.P.

      CABELA’S
        RETAIL GP, LLC

      LEGACY
        TRADING COMPANY

      CRLP,
        LLC

      CABELA’S
        RETAIL MO, LLC

      CABELA’S
        RETAIL IL, INC.

      


      


      Dated
        as
        of

      January
        16, 2008

      


      To
        the
        Purchaser(s) named in

      Schedule A
        hereto

      


       

      Ladies
        and Gentlemen:

       

      This
        Second Supplement to Note Purchase Agreement (the “Second Supplement”) is among
        (i) CABELA’S INCORPORATED, a Delaware corporation (the “Company”),
        (ii) CABELA’S CATALOG, INC., a Nebraska corporation (“Catalog”),
        (iii) Cabela’s Retail, Inc., a Nebraska corporation (“Retail”), (iv) CABELA’S
        OUTDOOR ADVENTURES, INC., a Nebraska corporation (“Adventures”),
        (v) CABELAS.COM, Inc., a Nebraska corporation (“Cabelas.com”),
        (vi) CABELA’S WHOLESALE, INC., a Nebraska corporation (“Wholesale”),
        (vii) CABELA’S VENTURES, INC., a Nebraska corporation (“Ventures”), (viii) WILD
        WINGS, LLC, a Minnesota limited liability company (“Wild Wings”),
        (ix) CABELA’S LODGING, LLC, a Nebraska limited liability company (“Lodging”), (x) VAN DYKE
        SUPPLY COMPANY, INC., a South Dakota corporation (“Van Dyke”),
        (xi) CABELA’S MARKETING AND BRAND MANAGEMENT, INC., a Nebraska corporation
        (“Marketing”),
        (xii) CABELA’S RETAIL LA, LLC, a Nebraska limited liability company (“Retail LA”),
        (xiii) CABELA’S TROPHY PROPERTIES, LLC, a Nebraska limited



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      liability
        company (“Trophy”),
        (xiv) ORIGINAL CREATIONS, LLC, a Minnesota limited liability company (“Creations”),
        (xv) CABELA’S RETAIL TX, L.P., a Nebraska limited partnership (“Retail TX”),
        (xvi) CABELA’S RETAIL GP, LLC, a Nebraska limited liability company (“Retail GP”),
        (xvii) LEGACY TRADING COMPANY, a South Dakota corporation (“Legacy”), (xviii) CRLP,
        LLC, a Nebraska limited liability company (“CRLP”), (xix) CABELA’S
        RETAIL MO, LLC, a Nebraska limited liability company (“Retail MO”), and (xx)
        CABELA’S RETAIL IL, INC., an Illinois corporation (“Retail Illinois,” and,
        together with the Company, Catalog, Retail, Adventures, Cabelas.com, Wholesale,
        Ventures, Wild Wings, Lodging, Van Dyke, Marketing, Retail LA, Trophy,
        Creations, Retail TX, Retail GP, Legacy, CRLP and Retail MO are individually
        referred to as an “Obligor” and collectively
        as
        the “Obligors”) and the
        institutional investors named on Schedule A attached hereto (the “Purchasers”).

       

      Reference
        is hereby made to the Note Purchase Agreements dated as of February 27,
        2006 as amended and supplemented by the Amendment No. 1 to the Note
        Purchase Agreements dated June 15, 2007 and the First Supplement dated as
        of June 15, 2007 (the “First Supplement”)
        (together, the “Note Purchase
        Agreement”) among the Obligors and the purchasers listed on
        Schedule A thereto.  All capitalized terms not otherwise defined
        herein shall have the same meaning as specified in the Note Purchase
        Agreement.  Reference is further made to Section 4.13 of the Note
        Purchase Agreement which requires that, prior to the delivery of any Additional
        Notes, the Obligors and each Additional Purchaser shall execute and deliver
        a
        Supplement.

       

      Each
        Obligor hereby jointly and severally agrees with the Purchasers as
        follows:

       

      Section 1.     Each
        Obligor
        has authorized the issue and sale of $57,000,000 aggregate principal amount
        of
        its 7.20% Series 2008-A Senior Notes due January 16, 2018 (the “Series 2008-A
        Notes”).  The Series 2008-A Notes, together with the
        Series 2006-A Notes initially issued pursuant to the Note Purchase
        Agreement and the Series 2007-A Notes issued under the First Supplement and
        each series of Additional Notes which may from time to time hereafter be
        issued
        pursuant to the provisions of Section 2.2 of the Note Purchase Agreement,
        are collectively referred to as the “Notes” (such term shall
        also
        include any such notes issued in substitution therefor pursuant to
        Section 13 of the Note Purchase Agreement).  The Series 2008-A
        Notes shall be substantially in the form set out in Exhibit 1 hereto with
        such changes therefrom, if any, as may be approved by the Purchasers and
        the
        Obligors.  

       

      Section 2.     Subject
        to
        the terms and conditions hereof and as set forth in the Note Purchase Agreement
        and on the basis of the representations and warranties hereinafter set forth,
        the Obligors agree to issue and sell to each Purchaser, and each Purchaser
        agrees to purchase from the Obligors, Series 2008-A Notes in the principal
        amount set forth opposite such Purchaser’s name on Schedule A hereto at a
        price of 100% of the principal amount thereof on the closing date hereafter
        mentioned.


      
        
          
          

        

        
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            2
            -

          
            

          

        

        
          
          

        

      


       

      Section 3.     The
        sale and
        purchase of the Series 2008-A Notes to be purchased by each Purchaser shall
        occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago,
        Illinois 60603, at 10:00 a.m. Chicago time, at a closing (the “Closing”) on January 16,
        2008 or on such other Business Day thereafter on or prior to January 18,
        2008 as may be agreed upon by the Company and the Purchasers.  At the
        Closing, the Obligors will deliver to each Purchaser the Series 2008-A Notes
        to
        be purchased by such Purchaser in the form of a single Series 2008-A Note
        (or
        such greater number of Series 2008-A Notes in denominations of at least $100,000
        as such Purchaser may request) dated the date of the Closing and registered
        in
        such Purchaser’s name (or in the name of such Purchaser’s nominee), against
        delivery by such Purchaser to the Obligors or their order of immediately
        available funds in the amount of the purchase price therefor by wire transfer
        of
        immediately available funds for the account of the Company to account
        number XXXXXXXXXXXX at US Bank, 233 South 13th Street, Lincoln,
        Nebraska  68508, ABA No. XXXXXXXXX, Swift
        Code:  XXXXXXXXXXX, Account Name:  Cabela’s
        Inc.  If, at the Closing, the Obligors shall fail to tender such
        Series 2008-A Notes to any Purchaser as provided above in this Section 3,
        or any of the conditions specified in Section 4 shall not have been
        fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such
        Purchaser’s election, be relieved of all further obligations under this
        Agreement, without thereby waiving any rights such Purchaser may have by
        reason
        of such failure or such nonfulfillment.

       

      Section 4.     The
        obligation of each Purchaser to purchase and pay for the Series 2008-A Notes
        to
        be sold to such Purchaser at the Closing is subject to the fulfillment to
        such
        Purchaser’s satisfaction, prior to the Closing, of the conditions set forth in
        Section 4 of the Note Purchase Agreement with respect to the Series 2008-A
        Notes
        to be purchased at the Closing, and to the following additional
        conditions:

       

      (a)    Except
        as
        supplemented, amended or superceded by the representations and warranties
        set
        forth in Exhibit A hereto, each of the representations and warranties of
        the Obligors set forth in Section 5 of the Note Purchase Agreement shall be
        correct as of the date of Closing and the Obligors shall have delivered to
        each
        Purchaser an Officer’s Certificate, dated the date of the Closing certifying
        that such condition has been fulfilled.

       

      (b)    Contemporaneously
        with the Closing, the Obligors shall sell to each Purchaser, and each Purchaser
        shall purchase, the Series 2008-A Notes to be purchased by such Purchaser
        at the
        Closing as specified in Schedule A.

       

      Section 5.     Required
        Prepayments.  On January 16, 2012 and on each
        January 16 thereafter to and including January 16, 2017 the Obligors
        will prepay $8,142,857 principal amount (or such lesser principal amount
        as
        shall then be outstanding) of the Series 2008-A Notes at par and without
        payment
        of the Make-Whole Amount or any premium, provided that upon any
        partial prepayment of the Series 2008-A Notes pursuant to section 6 the
        principal amount of each required prepayment of the Series 2008-A Notes becoming
        due under this Section 5 on and after the date of prepayment shall be reduced
        in
        the same proportion as the aggregate unpaid principal amount of the Series
        2008-A Notes is reduced as the result of such prepayment. 

       

       

      
        
          
          

        

        
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            -

          
            

          

        

        
          
          

        

      

       

      Section
        6.     Optional
        Prepayments
        with Make-Whole Amount.  The Obligors may, at their option,
        upon notice as provided below, prepay at any time all, or from time to time
        any
        part of, the Series 2008-A Notes, in an amount not less than 5% of the aggregate
        principal amount of the Series 2008-A Notes then outstanding in the case
        of a
        partial prepayment, at 100% of the principal amount so prepaid, together
        with
        interest accrued thereon to the date of such prepayment, plus the Make-Whole
        Amount determined for the prepayment date with respect to such principal
        amount.  The Company will give each holder of Series 2008-A Notes
        written notice of each optional prepayment under this Section 6 not less
        than 30 days and not more than 60 days prior to the date fixed for such
        prepayment.  Each such notice shall specify such date (which shall be
        a Business Day), the aggregate principal amount of the Series 2008-A Notes
        to be
        prepaid on such date, the principal amount of each Series 2008-A Note held
        by
        such holder to be prepaid (determined in accordance with Section 7 of this
        Second Supplement), and the interest to be paid on the prepayment date with
        respect to such principal amount being prepaid, and shall be accompanied
        by a
        certificate of a Senior Financial Officer as to the estimated Make-Whole
        Amount
        due in connection with such prepayment (calculated as if the date of such
        notice
        were the date of the prepayment), setting forth the details of such
        computation.  Two Business Days prior to such prepayment, the Company
        shall deliver to each holder of Series 2008-A Notes a certificate of a Senior
        Financial Officer specifying the calculation of such Make-Whole Amount as
        of the
        specified prepayment date.

       

      Section 7.     Allocation
        of Partial Prepayments
        for Series 2008-A Notes.  In the case of each partial
        prepayment of the Series 2008-A Notes pursuant to Section 5 and Section 6
        of this Second Supplement, the principal amount of the Series 2008-A Notes
        to be
        prepaid shall be allocated among all of the Series 2008-A Notes at the time
        outstanding in proportion, as nearly as practicable, to the respective unpaid
        principal amounts thereof.

       

      Section
        8.     Maturity;
        Surrender,
        etc.  In the case of each prepayment of Series 2008-A Notes
        pursuant to Section 5 and Section 6 of this Second Supplement the principal
        amount of each Series 2008-A Note to be prepaid shall mature and become due
        and
        payable on the date fixed for such prepayment (which shall be
        a  Business Day), together with interest on such principal amount
        accrued to such date and the applicable Make-Whole Amount, if
        any.  From and after such date, unless the Obligors shall fail to pay
        such principal amount when so due and payable, together with the interest
        and
        Make-Whole Amount, if any, as aforesaid, interest on such principal amount
        shall
        cease to accrue.  Any Series 2008-A Note paid or prepaid in full shall
        be surrendered to the Obligors and cancelled and shall not be reissued, and
        no
        Series 2008-A Note shall be issued in lieu of any prepaid principal amount
        of
        any Series 2008-A Note.

       

      Section 9.     Purchase
        of Series
        2008-A Notes.  The Obligors will not and will not permit any
        Affiliate to purchase, redeem, prepay or otherwise acquire, directly or
        indirectly, any of the outstanding Series 2008-A Notes except upon the payment
        or prepayment of the Series 2008-A Notes in accordance with the terms of
        the
        Note Purchase Agreement and the Series 2008-A Notes.  The Obligors
        will promptly cancel all Series 2008-A Notes acquired by them or any Affiliate
        pursuant to any payment, prepayment or purchase of Series 2008-A Notes pursuant
        to any provision of the Note Purchase Agreement and no Series 2008-A Notes
        may
        be issued in substitution or exchange for any such Series 2008-A
        Notes.


      
        
          
          

        

        
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      Section 10.     Make-Whole
        Amount.  The term “Make-Whole Amount” means,
        with respect to any Series 2008-A Note, an amount equal to the excess, if
        any,
        of the Discounted Value of the Remaining Scheduled Payments with respect
        to the
        Called Principal of such Series 2008-A Note over the amount of such Called
        Principal, provided
        that the Make-Whole Amount may in no event be less than zero.  For the
        purposes of determining the Make-Whole Amount, the following terms have the
        following meanings:

       

      “Called
        Principal” means,
        with respect to any Series 2008-A Note, the principal of such Series 2008-A
        Note
        that is to be prepaid pursuant to Section 6 of this Second Supplement or
        has become or is declared to be immediately due and payable pursuant to
        Section 12.1 of the Note Purchase Agreement, as the context
        requires.

       

      “Discounted
        Value” means,
        with respect to the Called Principal of any Series 2008-A Note, the amount
        obtained by discounting all Remaining Scheduled Payments with respect to
        such
        Called Principal from their respective scheduled due dates to the Settlement
        Date with respect to such Called Principal, in accordance with accepted
        financial practice and at a discount factor (applied on the same periodic
        basis
        as that on which interest on the Series 2008-A Notes is payable) equal to
        the
        Reinvestment Yield with respect to such Called Principal.

       

      “Reinvestment
        Yield” means,
        with respect to the Called Principal of any Series 2008-A Note, .50% over
        the
        yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New
        York City time) on the second Business Day preceding the Settlement Date
        with
        respect to such Called Principal, on the display designated as “Page PX1”
(or such other display as may replace Page PX1) on Bloomberg Financial Markets
        for the most recently issued actively traded on the run U.S. Treasury securities
        having a maturity equal to the Remaining Average Life of such Called Principal
        as of such Settlement Date, or (ii) if such yields are not reported as of
        such time or the yields reported as of such time are not ascertainable
        (including by way of interpolation), the Treasury Constant Maturity Series
        Yields reported, for the latest day for which such yields have been so reported
        as of the second Business Day preceding the Settlement Date with respect
        to such
        Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable
        successor publication) for U.S. Treasury securities having a constant maturity
        equal to the Remaining Average Life of such Called Principal as of such
        Settlement Date.  In the case of determination under clause (i)
        or clause (ii), as the case may be, of the preceding paragraph, such
        implied yield will be determined, if necessary, by (a) converting U.S.
        Treasury bill quotations to bond-equivalent yields in accordance with accepted
        financial practice and (b) interpolating linearly between (1) the U.S.
        Treasury security with the maturity closest to and greater than such Remaining
        Average Life and (2) the U.S. Treasury security with the maturity closest
        to and less than such Remaining Average Life.  The Reinvestment Yield
        shall be rounded to the number of decimal places as appears in the interest
        rate
        of the applicable Series 2008-A Note.


      
        
          
          

        

        
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      “Remaining
        Average Life”
        means, with respect to any Called Principal, the number of years (calculated
        to
        the nearest one-twelfth year) obtained by dividing (i) such Called
        Principal into (ii) the sum of the products obtained by multiplying
        (a) the principal component of each Remaining Scheduled Payment with
        respect to such Called Principal by (b) the number of years (calculated to
        the nearest one-twelfth year) that will elapse between the Settlement Date
        with
        respect to such Called Principal and the scheduled due date of such Remaining
        Scheduled Payment.

       

      “Remaining
        Scheduled
        Payments” means, with respect to the Called Principal of any Series
        2008-A Note, all payments of such Called Principal and interest thereon that
        would be due after the Settlement Date with respect to such Called Principal
        if
        no payment of such Called Principal were made prior to its scheduled due
        date,
provided that if such
        Settlement Date is not a date on which interest payments are due to be made
        under the terms of the Series 2008-A Notes, then the amount of the next
        succeeding scheduled interest payment will be reduced by the amount of interest
        accrued to such Settlement Date and required to be paid on such Settlement
        Date
        pursuant to Section 6 of this Second Supplement or Section 12.1 of the
        Note Purchase Agreement.

       

      “Settlement
        Date” means, with
        respect to the Called Principal of any Series 2008-A Note, the date on which
        such Called Principal is to be prepaid pursuant to Section 6 of this Second
        Supplement or has become or is declared to be immediately due and payable
        pursuant to Section 12.1 of the Note Purchase Agreement, as the context
        requires.

       

      Section 11.     Each
        Purchaser represents and warrants that the representations and warranties
        set
        forth in Section 6 of the Note Purchase Agreement are true and correct on
        the date hereof with respect to the purchase of the Series 2008-A Notes by
        such
        Purchaser.

       

      Section 12.     The
        Obligors
        and each Purchaser agree to be bound by and comply with the terms and provisions
        of the Note Purchase Agreement as fully and completely as if such Purchaser
        were
        an original signatory to the Note Purchase Agreement.


      
        
          
          

        

        
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      The
        execution hereof shall constitute a contract between the Obligors and the
        Purchasers for the uses and purposes hereinabove set forth, and this agreement
        may be executed in any number of counterparts, each executed counterpart
        constituting an original but all together only one agreement.

      


      
        	 	
                CABELA’S
                  INCORPORATED

                CABELA’S
                  CATALOG, INC.

                CABELA’S
                  RETAIL, INC.

                CABELA’S
                  OUTDOOR ADVENTURES, INC.

                CABELAS.COM,
                  INC.

                CABELA’S
                  WHOLESALE, INC.

                CABELA’S
                  VENTURES, INC.

                WILD
                  WINGS, LLC

                CABELA’S
                  LODGING, LLC

                CABELA’S
                  MARKETING AND BRAND

                MANAGEMENT,
                  INC.

                CABELA’S
                  RETAIL LA, LLC

                ORIGINAL
                  CREATIONS, LLC

                CABELA’S
                  TROPHY PROPERTIES, LLC

                CABELA’S
                  RETAIL GP, LLC

                LEGACY
                  TRADING COMPANY

                CRLP,
                  LLC

                CABELA’S
                  RETAIL MO, LLC

                CABELA’S
                  RETAIL IL, INC.

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Ralph W. Castner

              
	 	 	
                Name:

              	
                Ralph
                  W. Castner

              
	 	 	
                Title:

              	
                Vice
                  President, CFO, Secretary or 

                  
                  Treasurer

              
	 	 	 
	 	
                CABELA’S
                  RETAIL TX, L.P.

              
	 	 	 
	 	
                By:

              	
                Cabela’s
                  Retail GP, LLC

              
	 	
                Its:

              	
                General
                  Partner

              
	 	 	 
	 	
                By:

              	
                /s/
                  Ralph Castner

              
	 	 	
                Name:

              	
                Ralph
                  Castner

              
	 	 	
                Title:

              	
                Secretary
                  and Treasurer

              
	 	 	 
	 	
                VAN
                  DYKE SUPPLY COMPANY, INC.

              
	 	 	 	 
	 	
                By:

              	
                /s/
                  Jeff Jung

              
	 	 	
                Name:

              	
                Jeff
                  Jung

              
	 	 	
                Title:

              	
                Secretary
                  and Treasurer

              


      


      
        
          
          

        

        
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                Accepted
                  as of January 16, 2008

              	 
	 	 
	 	
                THE
                  PRUDENTIAL INSURANCE COMPANY OF

                AMERICA

              
	 	 
	 	 
	 	 
	 	
                By:

              	
                /s/
                  G. Anthony Coletta

              
	 	 	
                Name:

              	
                G.
                  Anthony Coletta

              
	 	 	
                Title:

              	
                Vice
                  President

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Accepted
                  as of January 16, 2008

              	 
	 	 
	 	
                PRUDENTIAL
                  RETIREMENT INSURANCE AND

                ANNUITY
                  COMPANY

              
	 	 
	 	
                By:

              	
                Prudential
                  Investment Management, Inc., 

                as
                  investment manager

              
	 	 
	 	 
	 	 
	 	 	
                By:

              	
                /s/
                  G. Anthony Coletta

              
	 	 	 	
                Name:

              	
                G.
                  Anthony Coletta

              
	 	 	 	
                Title:

              	
                Vice
                  President

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Accepted
                  as of January 16, 2008

              	 
	 	 
	 	
                ZURICH
                  AMERICAN INSURANCE COMPANY

              
	 	 
	 	
                By:

              	
                Prudential
                  Private Placement Investors, 

                L.P.
                  (as Investment Advisor)

              


      

       

      
        	 	
                By:

              	
                Prudential
                  Private Placement Investors, 

                Inc.
                  (as its General Partner)

              


      

      


      
        	 	 
	 	 
	 	 	
                By:

              	
                /s/
                  G. Anthony Coletta

              
	 	 	 	
                Name:

              	
                G.
                  Anthony Coletta

              
	 	 	 	
                Title:

              	
                Vice
                  President

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Accepted
                  as of January 16, 2008

              	 
	 	 
	 	
                UNIVERSAL
                  PRUDENTIAL ARIZONA

                REINSURANCE
                  COMPANY

              
	 	 
	 	
                By:

              	
                Prudential
                  Investment Management, Inc. 

                as
                  investment manager

              
	 	 
	 	 
	 	 
	 	 	
                By:

              	
                /s/
                  G. Anthony Coletta

              
	 	 	 	
                Name:

              	
                G.
                  Anthony Coletta

              
	 	 	 	
                Title:

              	
                Vice
                  President

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Accepted
                  as of January 16, 2008

              	 
	 	 
	 	
                LIFE
                  INVESTORS INSURANCE COMPANY OF

                AMERICA

              
	 	 
	 	 
	 	 
	 	By:	
                /s/
                  Debra R. Thompson

              
	 	 	
                Name:

              	
                Debra
                  R. Thompson

              
	 	 	
                Title:

              	
                Vice
                  President

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Accepted
                  as of January 16, 2008

              	 
	 	 
	 	
                TRANSAMERICA
                  LIFE INSURANCE COMPANY

              
	 	 
	 	 
	 	 
	 	By:	
                /s/
                  Debra R. Thompson

              
	 	 	
                Name:

              	
                Debra
                  R. Thompson

              
	 	 	
                Title:

              	
                Vice
                  President

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Accepted
                  as of January 16, 2008

              	 
	 	 
	 	
                TRANSAMERICA
                  FINANCIAL LIFE INSURANCE

                COMPANY

              
	 	 
	 	 
	 	 
	 	By:	
                /s/
                  Debra R. Thompson

              
	 	 	
                Name:

              	
                Debra
                  R. Thompson

              
	 	 	
                Title:

              	
                Vice
                  President

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Accepted
                  as of January 16, 2008

              	 
	 	 
	 	
                SYMETRA
                  LIFE INSURANCE COMPANY,
                  a
                  

                Washington
                  corporation

              
	 	 
	 	
                By:

              	
                Principal
                  Global Investors, LLC, a

                Delaware
                  limited liability company, its

                Authorized
                  Signatory

              
	 	 
	 	 
	 	 
	 	 	
                By:

              	
                /s/
                  Colin Pennycooke

              
	 	 	 	
                Name:

              	
                Colin
                  Pennycooke

              
	 	 	 	
                Title:

              	
                Counsel

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                By:

              	
                /s/
                  James C. Fifield

              
	 	 	 	
                Name:

              	
                James
                  C. Fifield, Assistant
                  

                General
                  Counsel

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Accepted
                  as of January 16, 2008

              	 
	 	 
	 	
                LIFE
                  INSURANCE COMPANY OF THE SOUTHWEST

              
	 	 
	 	 
	 	 
	 	By:	
                /s/
                  R. Scott Higgins

              
	 	 	
                Name:

              	
                R.
                  Scott Higgins

              
	 	 	
                Title:

              	
                Vice
                  President

                Sentinel
                  Asset Management

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Accepted
                  as of January 16, 2008

              	 
	 	 
	 	
                ASSURITY
                  LIFE INSURANCE COMPANY

              
	 	 
	 	 
	 	 
	 	By:	
                /s/
                  Victor Weber

              
	 	 	
                Name:

              	
                Victor
                  Weber

              
	 	 	
                Title:

              	
                Senior
                  Director - Investments

              


      

       

      Back
        to Form 8-K