Exhibit 4.1 (Form of Note)


    
      

    


    Exhibit
      4.1

    


    [FORM
      OF 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

    


    


    5.99%
      Senior Note, Series 2006-A, due February 27, 2016

     

    
 

    
      	
              No. [_________] 

              $[____________]

            	
               [Date]

              PPN 12681# AA 5

            


    

    


    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 Tracing Company, (xvii) CRLP, LLC and
      (xviii) Cabela’s Retail MO, LLC (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
      February 27, 2016 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
      5.99% per annum from the date hereof, payable semiannually, on the 27th day
      of
      each February and August in each year, commencing with the February 27 or
      August 27 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 Note Purchase
      Agreements referred to below), payable semiannually 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) 7.99% or (ii) 2.00% 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 in the United States as the Company shall have designated
      by written notice to the holder of this Note as provided in the Note Purchase
      Agreements referred to below.

    


    This
      Series 2006-A Note is one of a series of Senior Notes (herein called the
“Notes”)
      issued
      pursuant to separate Note Purchase Agreements, dated as of February 27,
      2006 (as from time to time amended, the “Note
      Purchase Agreements”),
      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 Agreements and (ii) to have
      made the representation set forth in Section 6.2 of the Note Purchase
      Agreements, provided
      that
      such holder may (in reliance upon information provided by the Company, which
      shall not be unreasonably withheld) make a representation to the effect that
      the
      purchase by such holder of any Note will not constitute a non-exempt prohibited
      transaction under section 406(a) of ERISA.

    


    This
      Series 2006-A Note is a registered Note and, as provided in the Note
      Purchase Agreements, 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 Series 2006-A 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 Series 2006-A 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 Note Purchase Agreements, but not
      otherwise.

    


    If
      an
      Event of Default, as defined in the Note Purchase Agreements, 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
      Agreements.

    




    
      
        
        

      

      
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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

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              CABELA'S
                CATALOG, INC.

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              CABELA'S
                RETAIL, INC.

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              CABELA'S
                OUTDOOR ADVENTURES, INC.

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              CABELAS.COM,
                INC.

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	 	
              CABELA'S
                WHOLESALE, INC.

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              CABELA'S
                VENTURES, INC.

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              WILD
                WINGS, LLC

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              CABELA'S
                LODGING, LLC

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              VAN
                DYKE SUPPLY COMPANY, INC.

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              CABELA'S
                MARKETING AND BRAND MANAGEMENT, 

              INC.

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    

    


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	 	
              CABELA'S
                RETAIL LA, LLC

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              CABELA'S
                TROPHY PROPERTIES, LLC

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              ORIGINAL
                CREATIONS, LLC

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    

    


    
      
        
        

      

      
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              CABELA'S
                RETAIL TX, L.P.

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              CABELA'S
                RETAIL GP, LLC

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              LEGACY
                TRADING COMPANY

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              CRLP,
                LLC

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              CABELA'S
                RETAIL MO, LLC

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    

    


     

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