Exhibit 4.4 (Amendment to 1995 Note Purchase Agreement)


    
      

    


    Exhibit
      4.4

    


     

    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

    


    


    


    AMENDMENT
      NO. 6 TO NOTE AGREEMENTS

    


    


    


    Dated
      as
      of February 27, 2006

    


    


     

            Re:    Note
      Agreements dated as of January 1, 1995

    


     

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


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    


    


    TABLE
      OF CONTENTS

    

      
        	
                SECTION

              	
                HEADING

              	
                PAGE

              
	 	 
	
                Parties

              	
                1

              
	 	 	 
	
                SECTION
                  1.

              	
                AMENDMENTS
                  TO EXISTING NOTE AGREEMENTS

              	
                2

              
	 	 	 
	
                Section
                  1.1.

              	
                Amendments
                  to Section 1.2

              	
                2

              
	
                Section
                  1.2.

              	
                Amendments
                  to Section 5.7

              	
                2

              
	
                Section
                  1.3.

              	
                Amendments
                  to Section 5.12

              	
                3

              
	
                Section
                  1.4.

              	
                Amendments
                  to Section 5.16.

              	
                3

              
	
                Section
                  1.5.

              	
                Amendments
                  to Section 5.18.

              	
                4

              
	
                Section
                  1.6.

              	
                Amendments
                  to Section 8.1.

              	
                4

              
	 	 	
                 

              
	
                SECTION
                  2.

              	
                WARRANTIES
                  AND REPRESENTATIONS

              	
                5

              
	 	 	
                 

              
	
                SECTION
                  3.

              	
                CONDITIONS
                  PRECEDENT

              	
                6

              
	 	 	
                 

              
	
                Section
                  3.1.

              	
                Consent

              	
                6

              
	
                Section
                  3.2.

              	
                Payment
                  of Fees and Expenses

              	
                6

              
	
                Section
                  3.3.

              	
                2006
                  Note Agreements

              	
                6

              
	
                Section
                  3.4.

              	
                Revised
                  Intercreditor Agreement

              	
                6

              
	
                Section
                  3.5.

              	
                Representations
                  and Warranties

              	
                6

              
	
                Section
                  3.6.

              	
                Proceedings
                  and Documents

              	
                6

              
	 	 	
                 

              
	
                SECTION
                  4.

              	
                MISCELLANEOUS
                  PROVISIONS

              	
                6

              
	 	 	
                 

              
	
                Signature
                  Page

              	
                8

              


      



     

    


    


    
      	
              Attachments
                to Amendment:

            
	 	 	 
	
              Annex
                A

            	
              —

            	
              Representations
                and Warranties

            
	
              Exhibit
                A

            	
              —

            	
              Form
                of 2006 Note Agreements

            
	
              Exhibit
                B

            	
              —

            	
              Form
                of Revised Intercreditor Agreement

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    CABELA’S
      INCORPORATED

    


    AMENDMENT
      NO. 6 TO NOTE AGREEMENTS

    


    Re:   Note
      Agreements dated as of January 1, 1995

    and

    $10,000,000
      8.79% Senior Notes, Series A

    Due
      January 1, 2007

    and

    $5,000,000
      9.01% Senior Notes, Series B

    Due
      January 1, 2007

    and

    $5,000,000
      9.19% Senior Notes, Series C

    Due
      January 1, 2010

    


    


    
      	
              To the Holders of the Notes

              named on Schedule I hereto

            	
              Dated
                as of

              February
                27,
                2006

            


    

    
    

     

    Ladies
      and Gentlemen:

    


    Reference
      is hereby made to the separate Note Agreements dated as of January 1, 1995
      by and among Cabela’s Incorporated, a Delaware corporation (the “Company”),
      and
      each of you (as heretofore amended by Amendment No. 1 dated as of
      June 30, 1997, Amendment No. 2 dated as of September 1, 2000,
      Amendment No. 3 dated as of October 9, 2001, Amendment No. 4
      dated as of September 5, 2002, Amendment No. 5 dated as of May 5,
      2004 and various joiner agreements executed from time to time) (as so amended,
      the “Existing
      Note Agreements”)
      and as
      further amended by this Amendment No. 6, the “Note
      Agreements”)
      under
      and pursuant to which $10,000,000 aggregate principal amount of 8.79% Senior
      Notes, Series A due January 1, 2007 (the “Series A
      Notes”),
      $5,000,000 aggregate principal amount of 9.01% Senior Notes, Series B due
      January 1, 2007 (the “Series B
      Notes”)
      and
      $5,000,000 aggregate principal amount of 9.19% Senior Notes, Series C due
      January 1, 2010 (the “Series
      C Notes”
      and,
      collectively with the Series A Notes and the Series B Notes, the
“Notes”)
      of the
      Company were issued. From time to time, certain other Subsidiaries of the
      Company, as set forth below, joined the Note Agreements and the Notes as
      Obligors. As of the date hereof, the following are Obligors under the Note
      Agreements: the Company, Cabela’s Catalog, Inc., a Nebraska corporation
      (“Catalog”),
      Cabela’s Retail, Inc., a Nebraska corporation (“Retail”),
      Cabela’s Outdoor Adventures, Inc., a Nebraska corporation (“Adventures”),
      Cabelas.com, Inc., a Nebraska corporation (“Cabelas.com”),
      Cabela’s Wholesale, Inc., a Nebraska corporation (“Wholesale”),
      Cabela’s Ventures, Inc., a Nebraska corporation (“Ventures”),
      Wild
      Wings, LLC, a Minnesota limited liability company (“Wild
      Wings”),
      Cabela’s Lodging, LLC, a Nebraska limited liability company (“Lodging”),
      Van
      Dyke Supply Company, Inc., a South Dakota corporation (“Van
      Dyke”),
      Cabela’s Marketing and Brand Management, Inc., a Nebraska 


    
      
        
           

        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    corporation
      (“Marketing”),
      Cabela’s Retail LA, LLC, a Nebraska limited liability company (“Retail
      LA”),
      Cabela’s Trophy Properties, LLC, a Nebraska limited liability company
      (“Trophy”),
      Original Creations, LLC, a Minnesota limited liability company (“Creations”),
      Cabela’s Retail TX, L.P., a Nebraska limited partnership (“Retail
      TX”),
      Cabela’s Retail GP, LLC, a Nebraska limited liability company (“Retail
      GP”),
      Legacy
      Trading Company, a South Dakota corporation (“Legacy”),
      CRLP,
      LLC, a Nebraska limited liability company (“CRLP”)
      and
      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”).
      Capitalized terms not otherwise defined herein shall have the respective
      meanings ascribed thereto in the Note Agreements.

    


    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 Amendment No. 6 shall
      constitute a contract between us amending the Existing Note Agreements, as
      of
      the Sixth Amendment Closing Date (hereinafter defined), but only in the respects
      hereinafter set forth:

    


    
      	
              SECTION 1.

            	
              AMENDMENTS
                TO EXISTING NOTE AGREEMENTS

            


    

    


        Section 1.1.    Amendments
      to
      Section 1.2.
      Section 1.2 is hereby restated in its entirety to read as
      follows:

    


    “Section 1.2. Security
      for the Notes.
      Upon
      the Sixth Amendment Closing Date, the Second Amended and Restated Intercreditor
      Agreement dated as of September 6, 2005 by and among the holders of the
      Notes, the 2002 Noteholders, the Banks and U.S. Bank National Association,
      as
      Collateral Agent (the “Collateral
      Agent”)
      will be
      revised and restated as the Third Amended and Restated Intercreditor Agreement
      dated as of February  27, 2006 (the “Revised
      Intercreditor Agreement”)
      by and
      among the holders of the Notes, the 2002 Noteholders, the 2006 Noteholders,
      the
      Banks and the Collateral Agent in the form attached to Amendment No. 6 as
      Exhibit A, with the Revised Intercreditor Agreement becoming effective upon
      the Sixth Amendment Closing Date.”

    


        Section 1.2.    Amendments
      to Section 5.7.
      Section 5.7(a)(2) is hereby restated in its entirety to read as
      follows:

    


    “(2) the
      sum
      of (i) secured Consolidated Debt other than the Notes and the Bank Loans,
      plus (ii) unsecured Debt of all Restricted Subsidiaries (other than
      (x) Debt owed to the Company or to any Wholly-owned Restricted Subsidiary
      and (y) Debt with respect to the Notes, the Bank Loans, the 2002 Notes and
      the 2006 Notes, but only with 


    
      
        
        

      

      
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    respect
      to Restricted Subsidiaries which are Obligors under this Agreement) to exceed
      25% of Total Capitalization.”

    


        Section 1.3.    Amendments
      to Section 5.12.
      Section 5.12 is hereby restated in its entirety to read as
      follows:

    


    “Section 5.12. Guaranties
      and Restricted Subsidiary Obligors of Debt.
      The
      Company will not, and will not permit any Restricted Subsidiary to, become
      or be
      liable in respect of any Guaranty except Guaranties by the Company which are
      limited in amount to a stated maximum dollar exposure or constitute Guaranties
      of obligations incurred by any Restricted Subsidiary in compliance with the
      provisions of the Agreements;
      provided, however,
      that
      (i) the Restricted Subsidiaries which are obligors of the Bank Loans on
      February 27, 2006 and under the 2002 Note Agreements on February 27,
      2006 and under the 2006 Note Agreements on February 27, 2006, and which on
      the Sixth Amendment Closing Date are obligors of the Notes and the Agreements,
      shall be permitted to be such obligors as of the date they become such obligors
      and (ii) the Company which is a guarantor of the obligations of WFB under
      the WFB Loan Agreement pursuant to the Parent Guaranty, shall be permitted
      to be
      a guarantor as of the date it became such a guarantor.”

    


        Section 1.4.    Amendments
      to
      Section 5.16
      (a) Section 5.16(a) shall be amended by adding the following at the
      end of Section 5.16(a):

    


    “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 5.16(a);”

    


    (b)  Section
      5.16(b) shall be amended by adding the following at the end of
      Section 5.16(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 


    
      
        
        

      

      
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          3
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    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 report described in clause 5.16(b)(2) above,
      shall be deemed to satisfy the requirements of this
      Section 5.16(b);”

    


        Section 1.5.    Amendments
      to
      Section 5.18.
      Section 5.18 is hereby amended as follows:

    


        (a)    In
      Section 5.18(a), “or formation” shall be added after
“acquisition”.

    


        (b)    Section 5.18(b)
      shall be amended by changing the reference “Obligator” to “Obligor” and by
      adding the following at the end of Section 5.18(b):

    


    “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 Bank Agreement,
      will be required to be an Obligor hereunder.”

    


        Section 1.6.    Amendments
      to
      Section 8.1.
      The
      following definitions are either added or otherwise restated:

    


    “Amendment
      No. 6”
      shall
      mean Amendment No. 6 dated as of February 27, 2006 to the Agreements,
      as previously amended by Amendment No. 1, Amendment No. 2, Amendment
      No. 3, Amendment No. 4 and Amendment No 5. 

    


    “Bank
      Agreement”
      shall
      mean the Credit Agreement dated as of July 15, 2005.

    


    “Banks”
      shall
      mean the parties to the Bank Agreement.

    


    “Exchange
      Act”
      shall
      mean the Securities Exchange Act of 1934, as amended.

    


    “Obligors”
      is
      defined in the preamble of the Amendment No. 6 and shall include any other
      party that executes a joinder agreement pursuant to the Agreements.


    


    “Revised
      Intercreditor Agreement”
      is
      defined in Section 1.2.

    


    “SEC”
      means
      the Securities and Exchange Commission of the United States or any successor
      thereto.

    


    “Sixth
      Amendment Closing Date” shall
      have the meaning set forth in Amendment No. 6.

    


    



    
      
        
        

      

      
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          4
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    “2006
      Note Agreements”
      shall
      mean the separate Note Purchase Agreements dated as of February 27, 2006
      between the Obligors and the 2006 Noteholders.

    


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

    


    “2006
      Notes”
      shall
      mean the Notes outstanding under the 2006 Note Agreements.

    


        Section
      1.7.    Amendments
      to
      Section 9.2. Section
      9.2 of the Existing Note Agreements shall be amended by adding the following
      between the second and third sentence of Section 9.2:

    


    “Notwithstanding
      the foregoing, if such Note is surrendered for a new Note in connection with
      Section 5.18(a), 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 1.8.    Exhibit
      F of
      Amendment No. 4 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.

            	
              WARRANTIES
                AND REPRESENTATIONS.

            


    

    


    The
      Obligors hereby represent and warrant that as of the date hereof and as of
      the
      date of execution and delivery of this Amendment No. 6, there are no Defaults
      or
      Events of Default under the Existing Note Agreements before and after giving
      effect to this Amendment No. 6 and the representations and warranties set
      forth in Annex A hereto are true and correct before and after giving effect
      to this Amendment No. 6.

    


    



    
      
        
        

      

      
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              SECTION 3.

            	
              CONDITIONS
                PRECEDENT.
                

            


    

    


    This
      Amendment No. 6 to Note Agreements (“Amendment
      No. 6”)
      shall
      not become effective until, and shall become effective on, the Business Day
      when
      each of the following conditions shall have been satisfied (the “Sixth
      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 Amendment No. 6.

    


        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 Amendment
      No. 6 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 Agreements 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 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 Amendment
      No. 6 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 Amendment
      No. 6 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
                PROVISIONS.
                

            


    

    


        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 Amendment
      No. 6, but nevertheless all such references shall be deemed to include this
      Amendment No. 6 unless the context shall otherwise require. 

    


        Section 4.3.    This
      Amendment No. 6 and all covenants herein contained shall be binding upon and
      inure to the benefit of the respective successors and assigns of the parties
      hereunder. 


    
      
        
        

      

      
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    All
      covenants made by the Obligors herein shall survive the closing and the delivery
      of this Amendment No. 6.

    


        Section 4.4.    This
      Amendment No. 6 shall be governed by and construed in accordance with Nebraska
      law.

    


        Section 4.5.    The
      capitalized terms used in this Amendment No. 6 shall have the respective
      meanings specified in the Note Agreements unless otherwise herein defined,
      or
      the context hereof shall otherwise require.

    



    
      
        
        

      

      
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    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 Amendment
      No. 6 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 

            
	 	 	 
	 	 	 


    

    



    
      
        
        

      

      
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    Accepted
      as of the Sixth Amendment Closing Date.

    


    
      	 	
              UNITED
                OF OMAHA LIFE INSURANCE COMPANY

            
	 	 	 
	 	
              By:

            	
              /s/
                Curtis R. Caldwell

            
	 	 	
              Its
                Vice President

            
	 	 	 
	 	 	 
	 	
              COMPANION
                LIFE INSURANCE COMPANY

            
	 	 	 
	 	
              By:

            	
              /s/
                Curtis R. Caldwell

            
	 	 	
              Its
                Authorized Signer

            
	 	 	 
	 	 	 
	 	
              MUTUAL
                OF OMAHA INSURANCE COMPANY

            
	 	 	 
	 	
              By:

            	
              /s/
                Curtis R. Caldwell

            
	 	 	
              Its
                Vice President

            


    

    



    
      
        
        

      

      
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    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 Amendment No. 6
      and of the Note Agreements, as amended by Amendment No. 1,
      Amendment No. 2, Amendment No. 3, Amendment No. 4, and
      Amendment No. 5.

    


        (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 Amendment No. 6 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 Amendment
      No. 6 has been executed and delivered by such Obligor and Amendment
      No. 6 and the Note Agreements, as amended by Amendment No. 1,
      Amendment No. 2, Amendment No. 3, Amendment No. 4 and
      Amendment No. 5, each 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 Amendment No. 6, 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 Amendment
      No. 6.

    



    
      
        
          Annex
            A

          (to
            Amendment No. 6)

        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


        5.    No
      Conflicts.
      The
      execution, delivery and performance by such Obligor of Amendment No. 6 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, 2002 Note Agreements
      or 2006 Note Agreements is an Obligor hereunder.

     

    Back
      to Form 8-K

     

    
      
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