exhibit4_1.htm


    
      

    

    Exhibit
      4.1

    
 

    
      [Form
        of Series 2008-A Note]

      


      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.

      


      7.20%
        SENIOR NOTE, SERIES 2008-A DUE JANUARY 16, 2018

      


      
        	
                No.
                  RA _______

              	
                ______________

              
	
                $____________

              	
                PPN 12681# AC1

              


      

      


      For
        Value Received, the undersigned, Cabela’s Incorporated (herein called the “Company”),
        a corporation organized and
        existing under the laws of the State of Delaware, and the Subsidiaries of
        the
        Company consisting of (i) Cabela’s Catalog, Inc., (ii) Cabela’s
        Retail, Inc., (iii) Cabela’s Outdoor Adventures, Inc.,
        (iv) Cabelas.com, Inc., (v)  Cabela’s Wholesale, Inc.,
        (vi) Cabela’s Ventures, Inc., (vii) Wild Wings, LLC,
        (viii) Cabela’s Lodging, LLC, (ix) Van Dyke Supply Company, Inc., (x)
        Cabela’s Marketing and Brand Management, Inc.,  (xi) Cabela’s
        Retail LA, LLC, (xii) Cabela’s Trophy Properties, LLC, (xiii) Original
        Creations, LLC, (xiv) Cabela’s Retail TX, L.P., (xv) Cabela’s Retail
        GP, LLC, (xvi) Legacy Trading Company, (xvii) CRLP, LLC,
        (xviii) Cabela’s Retail MO, LLC, and (xix) Cabela’s Retail IL, Inc. (the
        Subsidiaries together with the Company being herein referred to collectively
        as
        the “Obligors”)
        hereby jointly and severally
        promise to pay to                                                          ,
        or registered assigns, the principal sum of                                         
        Dollars on January 16, 2018, with interest (computed on the basis of a 360-day
        year of twelve 30-day months) (a) on the unpaid balance thereof at the rate
        of 7.20% per annum from the date hereof, payable semi-annually, on the 16th
        day
        of January and July in each year, commencing with the January or July next
        succeeding the date hereof, until the principal hereof shall have become
        due and
        payable, and (b) to the extent permitted by law on any overdue payment
        (including any overdue prepayment) of principal, any overdue payment of interest
        and any overdue payment of any Make-Whole Amount (as defined in the Second
        Supplement referred to below), payable semi-annually, as aforesaid (or, at
        the
        option of the registered holder hereof, on demand), at a rate per annum from
        time to time equal to the greater of (i) 9.20% or (ii) 2% over the rate of
        interest publicly announced by US Bank, N.A. from time to time in Lincoln,
        Nebraska as its “base” or “prime” rate. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Payments
        of principal of,
        interest on and any Make-Whole Amount with respect to this Note are to be
        made
        in lawful money of the United States of America at US Bank, N.A. or at such
        other place as the Company shall have designated by written notice to the
        holder
        of this Note as provided in the Note Purchase Agreement referred to below.
        

      


      This
        Note is one of a
        series of Senior Notes (herein called the “Notes”)
        issued pursuant to that certain Second Supplement dated
        as of January 16, 2008 to Note Purchase Agreements, dated as of
        February 27, 2006 (as from time to time amended and supplemented, the
“Second
        Supplement”), between the Obligors and the respective
        Purchasers named therein and is entitled to the benefits
        thereof.  Each holder of this Note will be deemed, by its acceptance
        hereof, (i) to have agreed to the confidentiality provisions set forth in
        Section 20 of the Note Purchase Agreement (as defined in the Second
        Supplement) and (ii) to have made the representation set forth in
        Section 6.2 of the Note Purchase Agreement (as defined in the Second
        Supplement). 

      


      This
        Note is a registered
        Note and, as provided in the Note Purchase Agreement, upon surrender of this
        Note for registration of transfer, duly endorsed, or accompanied by a written
        instrument of transfer duly executed, by the registered holder hereof or
        such
        holder’s attorney duly authorized in writing, a new Note for a like principal
        amount will be issued to, and registered in the name of, the
        transferee.  Prior to due presentment for registration of transfer,
        the Obligors may treat the person in whose name this Note is registered as
        the
        owner hereof for the purpose of receiving payment and for all other purposes,
        and the Obligors will not be affected by any notice to the contrary.


      


      This
        Note is subject to
        optional prepayment, in whole or from time to time in part, at the times
        and on
        the terms specified in the Second Supplement, but not otherwise. 

      


      If
        an Event of Default, as
        defined in the Note Purchase Agreement, occurs and is continuing, the principal
        of this Note may be declared or otherwise become due and payable in the manner,
        at the price (including any applicable Make-Whole Amount) and with the effect
        provided in the Note Purchase Agreement. 


      
        
          
          

        

        
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      This
        Note shall be construed and enforced in accordance with, and the rights of
        the
        parties shall be governed by, the law of the State of Nebraska excluding
        choice-of-law principles of law of such State that would require the application
        of the laws of a jurisdiction other than such State. 

      


      
        	 	
                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:

              	
                 

              
	 	 	
                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:

              	
                 

              
	 	 	
                Name:

              	
                Ralph
                  W. Castner

              
	 	 	
                Title:

              	
                Secretary
                  and Treasurer

              
	 	 	 	 
	 	
                VAN
                  DYKE SUPPLY COMPANY, INC.

              
	 	 	 	 
	 	
                By:

              	
                 

              
	 	 	
                Name:

              	
                Jeff
                  Jung

              
	 	 	
                Title:

              	
                Secretary
                  and Treasurer

              


      

      



      
        
          
          

        

        
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