Exhibit 4.3 (Amendment to 2002 Note Purchase Agreement)


    
      

    


    Exhibit
      4.3

    


    


    


    


     

    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

    


    


    


    SECOND
      AMENDMENT AGREEMENT

    


    


    


    Dated
      as
      of February 27, 2006

    


    


    


    


     

            Re:     Note
      Purchase Agreements dated as of September 5, 2002

    


    


    =============================================================================


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Table of Contents

    


    
       

        
          	
                  SECTION

                	
                  HEADING

                	
                  PAGE

                
	 	 	 
	
                  SECTION
                    1.

                	
                  AMENDMENTS
                    TO EXISTING NOTE AGREEMENT.

                	
                  2

                
	 	 	 
	
                  Section
                    1.1.

                	
                  Amendments
                    to Section 7.1

                	
                  2

                
	
                  Section
                    1.2.

                	
                  Amendments
                    to Section 7.2.

                	
                  3

                
	
                  Section
                    1.3.

                	
                  Amendments
                    to Section 9.8.

                	
                  3

                
	
                  Section
                    1.4.

                	
                  Amendments
                    to Section 13.2

                	
                  3

                
	
                  Section
                    1.6.

                	
                  Amendment
                    to Exhibit 9.8(d)

                	
                  4

                
	 	 	
                   

                
	
                  SECTION
                    2.

                	
                  REPRESENTATION
                    AND WARRANTY.

                	
                  5

                
	 	 	
                   

                
	
                  SECTION
                    3.

                	
                  CONDITIONS
                    PRECEDENT.

                	
                  5

                
	 	 	
                   

                
	
                  Section
                    3.1.

                	
                  Consent.

                	
                  5

                
	
                  Section
                    3.2.

                	
                  Payment
                    of Fees and Expenses.

                	
                  5

                
	
                  Section
                    3.3.

                	
                  2006
                    Note Agreements

                	
                  5

                
	
                  Section
                    3.4.

                	
                  Revised
                    Intercreditor Agreement

                	
                  5

                
	
                  Section
                    3.5.

                	
                  Representations
                    and Warranties

                	
                  5

                
	
                  Section
                    3.6.

                	
                  Proceedings
                    and Documents.

                	
                  5

                
	 	 	
                   

                
	
                  SECTION
                    4.

                	
                  MISCELLANEOUS.

                	
                  6

                
	 	 	
                   

                
	
                  Signatures

                	 	
                  7

                


        

      





    
      
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    SECOND
      AMENDMENT AGREEMENT

    TO

    


    


    Re:       
      Note
      Purchase Agreements dated as of September 5, 2002

    and

    $125,000,000
      4.95% Senior Notes, Series 2002-A, due September 5, 2009

    


    


    Dated
      as
      of

    February 27,
      2006

    To
      each
      of the Holders of Notes

    Named
      on
      Schedule I hereto

    


    Ladies
      and Gentlemen:

    


    Reference
      is made to the separate Note Purchase Agreements, each dated as of
      September 5, 2002 as amended by the First Amendment Agreement dated as of
      October 31, 2005 (and as further amended from time to time by joinder
      agreements, the “Existing
      Note Agreements”
      and, as
      amended hereby, the “Note
      Agreements”),
      between Cabela’s Incorporated (the “Company”)
      and the
      Subsidiaries of the Company consisting of (i) Cabela’s Catalog, Inc., a
      Nebraska corporation (“Catalog”),
      (ii) Cabela’s Retail, Inc., a Nebraska corporation (“Retail”),
      (iii) Cabela’s Outdoor Adventures, Inc., a Nebraska corporation
      (“Adventures”),
      (iv) Cabelas.com, Inc., a Nebraska corporation (“Cabelas.com”),
      (v) Cabela’s Wholesale, Inc., a Nebraska corporation (“Wholesale”),
      (vi) Cabela’s Ventures, Inc., a Nebraska corporation (“Ventures”),
      (vii) Wild Wings, LLC, a Minnesota limited liability company (“Wild
      Wings”),
      (viii) Cabela’s Lodging, LLC, a Nebraska limited liability company
      (“Lodging”),
      (ix) Van Dyke Supply Company, Inc., a South Dakota corporation
      (“Van
      Dyke”),
      (x) Cabela’s Marketing and Brand Management, Inc., a Nebraska corporation
      (“Marketing”),
      (xi) Cabela’s Retail LA, LLC, a Nebraska limited liability company
      (“Retail
      LA”),
      (xii) Cabela’s Trophy Properties, LLC, a Nebraska limited liability company
      (“Trophy”),
      (xiii) Original Creations, LLC, a Minnesota limited liability company
      (“Creations”),
      (xiv) Cabela’s Retail TX, L.P., a Nebraska limited partnership
      (“Retail
      TX”),
      (xv) Cabela’s Retail GP, LLC, a Nebraska limited liability company
      (“Retail
      GP”),
      (xvi) Legacy Trading Company, a South Dakota corporation (“Legacy”),
      (xvii) CRLP, LLC, a Nebraska limited liability company (“CRLP”)
      and
      (xviii) Cabela’s Retail MO, LLC, a Nebraska limited liability company
      (“Retail
      MO,”
      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 and CRLP are, individually, referred
      to
      as an “Obligor”
      and,
      collectively, as the “Obligors”),
      and
      each of the Purchasers named in Schedule A thereto, respectively, under and
      pursuant to which $125,000,000 aggregate principal amount of 4.95% Senior Notes,
      Series 2002-A, due September 5, 2009 (the “Notes”)
      of the
      Obligors were issued.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    For
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Obligors request the amendment of a certain provision of
      the
      Existing Note Agreements as hereinafter provided.

    


    Upon
      your
      acceptance hereof in the manner hereinafter provided and upon satisfaction
      of
      all conditions to the effectiveness hereof and receipt by the Obligors of
      similar acceptances from the Holders of the Notes, this Second Amendment
      Agreement shall constitute a contract between us amending the Existing Note
      Agreements, as of the Second Amendment Closing Date (hereinafter defined),
      but
      only in the respects hereinafter set forth:

    


    
      	
              SECTION 1.

            	
              AMENDMENT
                TO EXISTING NOTE AGREEMENTS.

            


    

    


        Section 1.1.    Amendments
      to Section 7.1. 

    


            (a)    Section 7.1(a)
      of the Existing Note Agreements is hereby deleted in its entirety and replaced
      with the following: 

    


    “(a)    Quarterly
      Statements—
within
      45 days after the end of each quarter in each fiscal year of the Company (other
      than the last quarter of each such fiscal year), duplicate copies
      of:

    


        (i)    consolidated
      and consolidating balance sheets of the Company and its Subsidiaries as at
      the
      end of such quarter, and

    


        (ii)    consolidated
      and consolidating statements of income, changes in shareholders’ equity and cash
      flows of the Company and its Subsidiaries for such quarter and for the portion
      of the fiscal year ending with such quarter,

    


    setting
      forth in each case in comparative form the figures for the corresponding periods
      in the previous fiscal year, all in reasonable detail, prepared in accordance
      with GAAP applicable to quarterly financial statements generally, and certified
      by a Senior Financial Officer of the Company as fairly presenting, in all
      material respects, the financial position of the companies being reported on
      and
      their results of operations and cash flows, subject to changes resulting from
      year-end adjustments; provided
      that if,
      as of the end of the fiscal period being reported upon, (A) the aggregate
      assets of the Company and its Restricted Subsidiaries (excluding the investment
      in, or assets or operations of, any Unrestricted Subsidiaries) constitute not
      less than 90% of consolidated assets of the Company and all Subsidiaries as
      of
      the end of the fiscal period being reported upon and (B) the gross revenues
      of the Company and its Restricted Subsidiaries (excluding revenues of any
      Unrestricted Subsidiaries except to the extent actually remitted to the Company
      or any Restricted Subsidiary) constitute at least 90% of consolidated gross
      revenues of the Company and its Subsidiaries for the 12 month period ending
      on
      the last day of the fiscal period being reported upon, delivery within 60 days
      after the end of each quarterly fiscal period in each fiscal year of the Company
      of copies of the Company’s Quarterly Report on Form 10-Q prepared in
      compliance with the requirements therefor and filed with the SEC shall be deemed
      to satisfy the requirements of this Section 7.1(a);”


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


            (b)    Section
      7.1(b) of the Existing Note Agreements shall be amended by adding the following
      at the end of Section 7.1(b):

    


    “provided
      that if,
      as of the end of the fiscal period being reported upon, (A) the aggregate
      assets of the Company and its Restricted Subsidiaries (excluding the investment
      in, or assets or operations of, any Unrestricted Subsidiaries) constitute not
      less than 90% of consolidated assets of the Company and all Subsidiaries as
      of
      the end of the fiscal period being reported upon and (B) the gross revenues
      of the Company and its Restricted Subsidiaries (excluding revenues of any
      Unrestricted Subsidiaries except to the extent actually remitted to the Company
      or any Restricted Subsidiary) constitute at least 90% of consolidated gross
      revenues of the Company and its Subsidiaries for the 12 month period ending
      on
      the last day of the fiscal period being reported upon, the delivery within
      the
      time period specified above of the Company’s Annual Report on Form 10-K for such
      fiscal year (together with the Company’s annual report to shareholders, if any,
      prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in
      accordance with the requirements therefor and filed with the SEC, together
      with
      the accountant’s certificate described in clause (B) above, shall be deemed to
      satisfy the requirements of this Section 7.1(b);”

    


        Section 1.2.    Amendments
      to
      Section 7.2.
      Section 7.2 of the Existing Note Agreements shall be amended by replacing
      each reference to “monthly” with “quarterly.”

    


        Section
      1.3.    Amendments
      to
      Section 9.8.
      Section
      9.8 of the Existing Note Agreements is hereby amended as follows:

    


            (a)     In
      Section
      9.8(d), “or formation” shall be added after “acquisition”.

    


            (b)    Section
      9.8(e) shall be amended by adding the following at the end of
      Section 9.8(e): 

    


    “For
      the
      avoidance of doubt, in any event, any Subsidiary whether now owned or hereafter
      formed or acquired which is a borrower or guarantor under the Credit Agreement,
      will be required to be an Obligor hereunder.”

    


        Section
      1.4.    Amendments
      to
      Section 13.2. Section
      13.2 of the Existing Note Agreements shall be amended by adding the following
      between the third and forth sentence of Section 13.2:

    


    “Notwithstanding
      the foregoing, if such Note is surrendered for a new Note in connection with
      Section 9.8(d), such new Note shall be dated as of the date that the new Note
      is
      issued, but the form of Note shall be modified to provide that notwithstanding
      the date of the Note, interest will accrue from the date to which interest
      shall
      have been paid on the surrendered Note or from the date of the surrendered
      Note
      if no interest shall have been paid thereon.”

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


        Section 1.5.    The
      following
      definitions in Schedule B of the Existing Note Agreements are either added
      or
      otherwise restated:

    


    “Obligors”
      is
      defined in the first paragraph of the Second Amendment Agreement and shall
      include any other party that is a party to a joinder agreement executed pursuant
      to Section 9.8(d) of this Agreement.

    


    “Priority
      Debt”
      means
      the sum, without duplication, of (i) Debt of the Company secured by Liens
      not otherwise permitted by clauses (a) through (h) of Section 10.3; and
      (ii) all Debt of Restricted Subsidiaries (other than to the Company or
      another Restricted Subsidiary) excluding Debt of Restricted Subsidiaries under
      each of (a) this Agreement, (b) the Credit Agreement, (c) the 1995 Note
      Agreement and (d)the 2006 Note Agreements (but in each case, only with respect
      to Restricted Subsidiaries that are Obligors under this Agreement).

    


    “Second
      Amendment Agreement”
      means
      that Second Amendment Agreement dated as of February 27, 2006 to the Note
      Purchase Agreements dated as of September 5, 2002.

    


    “2006
      Note Agreements” means
      those certain separate Note Purchase Agreements dated as of February 27,
      2006 between the 2006 Noteholders and the Obligors.

    


    “2006
      Noteholders”
      means
      the parties set forth in Schedule A to the 2006 Note Agreements, and any Person
      who succeeds to their respective benefits in accordance with the 2006 Note
      Agreements.

    


        Section 1.6.    Amendment
      to
      Exhibit 9.8(d).
      Exhibit 9.8(d) of the Existing Note Agreements shall be amended by deleting
      the signature block for the Holders at the end thereof and by adding a form
      of
      reaffirmation by the existing Obligors as set forth below:

    


    Each
      of
      the undersigned consents to the terms of this Joinder Agreement and reaffirms,
      ratifies and confirms (i) in all respects each and every obligation and covenant
      made by it in the Note Agreements executed by each of the undersigned in favor
      of the Holders and that the Note Agreements remain the legal, valid and binding
      obligation of the undersigned enforceable against the undersigned in accordance
      with their terms.

    


    [List
      of
      existing Obligors]

    By:

    Name:

    Its:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    
      	
              SECTION 2.

            	
              REPRESENTATION
                AND WARRANTY.

            


    

    


    The
      Obligors hereby represent and warrant that as of the date hereof and as of
      the
      date of execution and delivery of this Second Amendment Agreement, there are
      no
      Defaults or Events of Default under the Existing Note Agreements before and
      after giving effect to this Second Amendment Agreement and the representations
      and warranties set forth in Annex A hereto are true and correct before and
      after giving effect to this Second Amendment Agreement.

    


    
      	
              SECTION 3.

            	
              CONDITIONS
                PRECEDENT.

            


    

    


    This
      Second Amendment Agreement shall not become effective until, and shall become
      effective on, the Business Day when each of the following conditions shall
      have
      been satisfied (the “Second
      Amendment Closing Date”):

    


        Section 3.1.    Consent.
      The
      Obligors shall have obtained your written consent as evidenced by your signature
      at the foot of this Second Amendment Agreement.

    


        Section 3.2.    Payment
      of
      Fees and Expenses.
      The
      reasonable fees and disbursements of Chapman and Cutler LLP, your special
      counsel, relating to the preparation, execution and delivery of this Second
      Amendment Agreement and related matters shall have been paid by the Company
      to
      the extent reflected in a statement of such counsel rendered to the
      Company.

    


        Section 3.3.    2006
      Note
      Agreements.
      Each of
      the parties thereto shall have executed and delivered the 2006 Note Agreements
      in the form attached as Exhibit A, which 2006 Note Agreement shall be
      satisfactory to you in form and substance.

    


        Section 3.4.    Revised
      Intercreditor Agreement.
      Each of
      the parties thereto shall have executed and delivered the Third Amended and
      Restated Intercreditor Agreement dated as of February 27, 2006 (the
“Revised
      Intercreditor Agreement”)
      in the
      form attached hereto as Exhibit B, which Revised Intercreditor Agreement
      will be satisfactory to you in scope and form.

    


        Section 3.5.    Representations
      and
      Warranties.
      The
      representations and warranties of each of the Obligors in this Second Amendment
      Agreement shall be correct when made and at the time of the
      Closing.

    


        Section 3.6.    Proceedings
      and Documents.
      All
      corporate or limited liability company or limited partnership and other
      proceedings in connection with the transactions contemplated by this Second
      Amendment Agreement and all documents and instruments incident to such
      transactions shall be satisfactory to you and your special counsel, and you
      and
      your special counsel shall have received all such counterpart originals or
      certified or other copies of such documents as you or they may reasonably
      request.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    
      	
              SECTION 4.

            	
              MISCELLANEOUS.

            


    

    


        Section 4.1.    Except
      as
      amended herein, all terms and provisions of the Existing Note Agreements and
      the
      Notes and related agreements and instruments are hereby ratified, confirmed
      and
      approved in all respects.

    


        Section 4.2.    Any
      and all
      notices, requests, certificates and other instruments, including the Notes,
      may
      refer to the Note Agreements without making specific reference to this Second
      Amendment Agreement, but nevertheless all such references shall be deemed to
      include this Second Amendment Agreement unless the context shall otherwise
      require. 

    


        Section 4.3.    This
      Second
      Amendment Agreement and all covenants herein contained shall be binding upon
      and
      inure to the benefit of the respective successors and assigns of the parties
      hereunder. All covenants made by the Obligors herein shall survive the closing
      and the delivery of this Second Amendment Agreement.

    


        Section 4.4.    This
      Second
      Amendment Agreement shall be governed by and construed in accordance with
      Nebraska law.

    


        Section 4.5.    The
      capitalized terms used in this Second Amendment Agreement shall have the
      respective meanings specified in the Note Agreements unless otherwise herein
      defined, or the context hereof shall otherwise require.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    The
      execution hereof by the Holders shall constitute a contract among the Obligors
      and the Holders for the uses and purposes hereinabove set forth. This Second
      Amendment 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

            
	 	
              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 GP, LLC

            
	 	
              LEGACY
                TRADING COMPANY

            
	 	
              CRLP,
                LLC

            
	 	
              CABELA'S
                RETAIL MO, LLC

            
	 	 	 
	 	
              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 W. Castner

            
	 	 	
              Name:
                Ralph W. Castner

            
	 	 	
              Title:
                Secretary and Treasurer 

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    This
      foregoing Second Amendment Agreement is hereby accepted and agreed to as of
      the
      date aforesaid.

    


    

      
        	 	
                JACKSON
                  NATIONAL LIFE INSURANCE COMPANY

              
	 	 	 
	 	
                By:

              	
                PPM
                  America, Inc.

              
	 	 	
                as
                  attorney in fact, on behalf of 

                Jackson
                  National Life Insurance Company

              
	 	 	 
	 	 	
                By:

              	
                /s/
                  Mark Staub

              
	 	 	 	
                Name:
                  Mark Staub

              
	 	 	 	
                Title:
                  Vice President

              
	 	 	 	 
	 	 	 	 


      

      


      
        	 	
                JACKSON
                  NATIONAL LIFE INSURANCE COMPANY 

                    OF
                  NEW
                  YORK

              
	 	 	 	 
	 	
                By:

              	
                PPM
                  America, Inc.

              
	 	 	
                as
                  attorney in fact, on behalf of Jackson 

                National
                  Life Insurance Company of New York

              
	 	 	 	 
	 	 	
                By:

              	
                /s/
                  Mark Staub

              
	 	 	 	
                Name:
                  Mark Staub

              
	 	 	 	
                Title:
                  Vice President 

              
	 	 	 	 
	 	 	 	 


      

      


      
        	 	
                THE
                  PRUDENTIAL ASSURANCE COMPANY 

                    LIMITED

              
	 	 	 	 
	 	
                By:

              	
                PPM
                  America, Inc.

              
	 	 	
                as
                  attorney in fact, on behalf of The 

                Prudential
                  Assurance Company Limited

              
	 	 	 	 
	 	 	
                By:

              	
                /s/
                  Mark Staub

              
	 	 	 	
                Name:
                  Mark Staub

              
	 	 	 	
                Title:
                  Vice President 

              
	 	 	 	 


      


      

        

           

        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	 	 	 
	 	
              FIRST
                SUNAMERICA LIFE INSURANCE COMPANY

            
	 	 	 	 
	 	
              AIG
                SUNAMERICA LIFE ASSURANCE COMPANY 

                  F.K.A.
                AND D.B.A. ANCHOR NATIONAL LIFE

                  INSURANCE
                COMPANY

            
	 	 	 	 
	 	
              By:

            	
              AIG
                Global Investment Corp., 

              investment
                adviser

            
	 	 	 
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Gerald F. Herman

            
	 	 	 	
              Name:
                Gerald F. Herman

            
	 	 	 	
              Title:
                Vice President 

            
	 	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	 	 	 
	 	
              GENWORTH
                LIFE INSURANCE COMPANY

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Scott Sell

            
	 	 	 	
              Name:
                Scott Sell

            
	 	 	 	
              Title:
                Investment Officer 

            
	 	 	 	 
	 	 	 	 
	 	
              GENWORTH
                LIFE AND ANNUITY INSURANCE 

                  COMPANY

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Scott Sell

            
	 	 	 	
              Name:
                Scott Sell

            
	 	 	 	
              Title:
                Investment Officer 

            
	 	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	 	 	 
	 	
              TEACHERS
                INSURANCE AND ANNUITY 

                  ASSOCIATION
                OF
                AMERICA

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Marina Mavrakis

            
	 	 	 	
              Name:
                Marina Mavrakis

            
	 	 	 	
              Title:
                Managing Director 

            
	 	 	 	 
	 	 	 	 
	 	
              TIAA-CREF
                LIFE INSURANCE COMPANY

            
	 	 	 	 
	 	
              By:

            	
              Teachers
                Insurance and Annuity 

              Association
                of America, as Investment 

              Manager

            
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Marina Mavrakis

            
	 	 	 	
              Name:
                Marina Mavrakis

            
	 	 	 	
              Title:
                Managing Director 

            
	 	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	 	 	 
	 	
              NATIONWIDE
                LIFE INSURANCE COMPANY

            
	 	
              NATIONWIDE
                LIFE AND ANNUITY INSURANCE 

                  COMPANY

            
	 	
              PROVIDENT
                MUTUAL LIFE INSURANCE COMPANY

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Joseph P. Young

            
	 	 	 	
              Name:
                Joseph P. Young

            
	 	 	 	
              Title:
                Authorized Signatory 

            
	 	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

      
        	 	
                PACIFIC
                  LIFE INSURANCE COMPANY

              
	 	 	 
	 	 	
                By:

              	
                /s/
                  Violet Osterberg

              
	 	 	 	
                Name:
                  Violet Osterberg

              
	 	 	 	
                Title:
                  Assistant Vice President

              
	 	 	 	 
	 	 	
                By:

              	
                /s/
                  Cathy Schwartz

              
	 	 	 	
                Name:
                  Cathy Schwartz

              
	 	 	 	
                Title:
                  Assistant Secretary

              
	 	 	 	 
	 	 	 	 


      

      


      
        	 	
                MASSACHUSETTS
                  MUTUAL LIFE INSURANCE 

                    COMPANY

              
	 	 	 	 
	 	
                By:

              	
                Babson
                  Capital Management LLC as 

                Investment
                  Adviser

              
	 	 	 	 
	 	 	
                By:

              	
                /s/
                  Jeffrey A. Dominick

              
	 	 	 	
                Name:
                  Jeffrey A. Dominick

              
	 	 	 	
                Title:
                  Managing Director 

              
	 	 	 	 
	 	 	 	 


      


       

      
        	 	
                C.M.
                  LIFE INSURANCE COMPANY

              
	 	 	 	 
	 	
                By:

              	
                Babson
                  Capital Management LLC as 

                Investment
                  Sub-Adviser

              
	 	 	 	 
	 	 	
                By:

              	
                /s/
                  Jeffrey A. Dominick

              
	 	 	 	
                Name:
                  Jeffrey A. Dominick

              
	 	 	 	
                Title:
                  Managing Director 

              
	 	 	 	 
	 	 	 	 


      

      


      
        	 	
                MASSMUTUAL
                  ASIA LIMITED

              
	 	 	 	 
	 	
                By:

              	
                Babson
                  Capital Management LLC as 

                Investment
                  Adviser

              
	 	 	 	 
	 	 	
                By:

              	
                /s/
                  Jeffrey A. Dominick

              
	 	 	 	
                Name:
                  Jeffrey A. Dominick

              
	 	 	 	
                Title:
                  Managing Director 

              


      



     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	 	 	 
	 	
              PRINCIPAL
                LIFE INSURANCE COMPANY

            
	 	 	 	 
	 	
              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

            
	 	 	 	
              Title:
                Counsel

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    REPRESENTATIONS
      AND WARRANTIES

    


    Each
      of
      the Obligors represents and warrants to you as follows:

    


        1.    Corporate
      or Limited Liability Company Organization and Authority. Each
      Obligor

    


        (a)    is
      a
      corporation or limited liability company duly organized, validly existing and
      in
      good standing under the laws of its jurisdiction of incorporation or
      organization; and

    


        (b)    has
      all
      requisite power and authority and all necessary licenses and permits to own
      and
      operate its properties and to carry on its business as now conducted and as
      presently proposed to be conducted.

    


        2.    Amendment
      No.
      6 is Legal and Authorized. (a) The
      compliance by each Obligor with all of the provisions of this Second Amendment
      Agreement.

    


        (i)    is
      within
      the corporate or limited liability company powers of such Obligor;
      and

    


        (ii)    will
      not
      violate any provisions of any law or any order of any court or governmental
      authority or agency and will not conflict with or result in any breach of any
      of
      the terms, conditions or provisions of, or constitute a default under the
      Articles of Incorporation, Articles of Organization, By-laws or Limited
      Liability Company Agreement of such Obligor or any indenture or other agreement
      or instrument to which such Obligor is a party or by which it may be bound
      or
      result in the imposition of any Liens or encumbrances on any property of such
      Obligor.

    


         (b)    The
      execution and delivery of Second Amendment Agreement has been duly authorized
      by
      proper corporate or limited liability company action on the part of such Obligor
      (no action by the stockholders of such Obligor being required by law, by the
      Articles of Incorporation or By-laws of such Obligor or otherwise) and Second
      Amendment Agreement has been executed and delivered by such Obligor and Second
      Amendment Agreement and the Existing Note Agreements constitute the legal,
      valid
      and binding obligation, contract and agreement of such Obligor enforceable
      in
      accordance with its terms.

    


        3.    No
      Defaults.
After
      giving effect to Second Amendment Agreement, no
      Default or Event of Default has occurred and is continuing. 

    


        4.    Governmental
      Consent.
      No
      approval, consent or withholding of objection on the part of, or filing,
      registration or qualification with any governmental body, Federal or state,
      is
      necessary in connection with the execution and delivery of Second Amendment
      Agreement.

    



    
      
        
          Annex
            A

          (to
            Second Amendment Agreement)

        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



        5.    No
      Conflicts.
      The
      execution, delivery and performance by such Obligor of Second Amendment
      Agreement will not violate any provisions of any law or any order of any court
      or governmental agency or authority and will not conflict with or result in
      any
      breach of any of the provisions of, or constitute a default under or result
      in
      the creation or imposition of any Lien upon any of the property of such Obligor
      pursuant to the provisions of the Articles of Incorporation or By-laws of such
      Obligor or any agreement or other instrument to which the Company is a party
      or
      by which such Obligor may be bound.

    


        6.    Each
      entity which is a borrower of guarantor under the Bank Agreement, 1995 Note
      Agreements or 2006 Note Agreements is an Obligor hereunder.

     

    Back
      to Form
      8-K