exhibit10-19.htm


    
      Exhibit 10.19

       

      Execution Copy 

    

     

    SECOND AMENDED AND RESTATED CREDIT
AGREEMENT 

     

         THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of July 15, 2005 (the “Credit Agreement”), is by and between CABELA’S INCORPORATED, a
Delaware corporation (“Cabela’s”), CABELA’S RETAIL, INC., a Nebraska corporation,
VAN DYKE SUPPLY COMPANY, INC., a South Dakota corporation, CABELA’S VENTURES,
INC., a Nebraska corporation, CABELA’S OUTDOOR ADVENTURES, INC., a Nebraska
corporation, CABELA’S CATALOG, INC., a Nebraska corporation, CABELA’S WHOLESALE,
INC., a Nebraska corporation, CABELA’S MARKETING AND BRAND MANAGEMENT, INC., a
Nebraska corporation, CABELAS.COM, INC., a Nebraska corporation, WILD WINGS,
LLC, a Minnesota limited liability company, CABELA’S LODGING, LLC, a Nebraska
limited liability company, CABELA’S RETAIL LA, LLC, a Nebraska limited liability
company, CABELA’S TROPHY PROPERTIES, LLC, a Nebraska limited liability company,
ORIGINAL CREATIONS, LLC, a Minnesota
limited liability company, CABELA’S RETAIL TX, L.P., a Nebraska limited
partnership, CABELA’S RETAIL GP, LLC, a Nebraska limited liability company, and
CRLP, LLC, a Nebraska limited liability company (each, a “Borrower” and collectively, the “Borrowers”), the banks which are signatories hereto
(individually, a “Bank”
and, collectively, the “Banks”), LASALLE BANK NATIONAL ASSOCIATION, a national
banking association, one of the Banks, as Co-Syndication Agent, WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association, one of the Banks and a LC
Bank, as Co-Syndication Agent, COMERICA BANK, one of the Banks, WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national banking association, one of the Banks, as
Co-Syndication Agent, JPMORGAN CHASE BANK, N.A., a national banking association,
one of the Banks, SOVEREIGN BANK, a federal savings bank, one of the Banks, and
U.S. BANK NATIONAL ASSOCIATION, a national banking association (“USBNA”), one of the Banks and a LC Bank, as administrative
agent for the Banks (in such capacity, the “Administrative Agent”).

     

    RECITALS 

     

         A. The Borrowers and the Banks are parties to an
Amended and Restated Credit Agreement dated as of May 6, 2004 (the “Existing Credit Agreement”). 

     

         B. This Agreement amends and restates the Existing
Credit Agreement in its entirety. 

     

    

    
    


         NOW THEREFORE, in consideration of the foregoing
Recitals and other good and valuable consideration, the receipt and adequacy of
which is hereby mutually acknowledged, the parties hereto do hereby mutually
agree as follows:

     

    ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS 

     

         Section 1.1 Defined Terms. As used in this Agreement the following terms shall
have the following respective meanings (and such meanings shall be equally
applicable to both the singular and plural form of the terms defined, as the
context may require): 

     

         “Adjusted Eurodollar Rate”: With respect to each Interest Period applicable to
a Eurodollar Rate Advance, the rate (rounded upward, if necessary, to the next
1/16th of 1%) determined by dividing the Eurodollar Rate for such Interest
Period by 1.00 minus the Eurodollar Reserve Percentage.

     

         “Adjusted Coverage Indebtedness”: As of any Measurement Date, the aggregate amount
of (a) Coverage Indebtedness of Cabela’s on a consolidated basis excluding (i)
liabilities of WFB, (ii) long term deferred compensation, (iii) long term
deferred taxes, (iv) any Current Liabilities (other than Coverage Indebtedness),
and (v) Deferred Grant Income on such Measurement Date and on each of the three
preceding Measurement Dates, divided by (b) 4, in each case determined on a
consolidated basis in accordance with GAAP.

     

         “Administrative Agent”: U.S. Bank National Association, a national banking
association, acting in its capacity as administrative agent for the Banks under
this Credit Agreement, or its successor appointed pursuant to the terms of this
Credit Agreement.

     

         “Advance”: Each Swing Line Loan by the Swing Line Bank or any
portion of the outstanding Revolving Loans by a Bank as to which one of the
available interest rate options and, if pertinent, an Interest Period, is
applicable. An Advance may be a Eurodollar Rate Advance, Prime Rate Advance or
an Alternate Advance. 

     

         “Affiliate”: When used with reference to any Person, (a) each
Person that, directly or indirectly, controls, is controlled by or is under
common control with, the Person referred to, (b) each Person which beneficially
owns or holds, directly or indirectly, five percent or more of any class of
voting stock of the Person referred to (or if the Person referred to is not a
corporation, five percent or more of the equity interest), (c) each Person, five
percent or more of the voting stock (or if such Person is not a corporation,
five percent or more of the equity interest) of which is beneficially owned or
held, directly or indirectly, by the Person referred to, and (d) each of such
Person’s officers, directors, joint venturers and partners. The term control
(including the terms “controlled by” and “under common control with”) means the
possession, directly, of the power to direct or cause the direction of the
management and policies of the Person in question. 

     

         “Agency Fee”: As defined in Section 2.16 hereof. 

     

         “Aggregate Revolving Commitment
Amounts”: As of any date, the sum
of the Revolving Commitment Amounts of all the Banks. 

     

         “Alternate Advance”: An Advance with respect to which the interest rate
is determined by reference to a rate quoted from time to time by the Swing Line
Bank and agreed to by the Borrowers’ Agent. 

     

    - 2 - 

     

    

    
    

     

    
           “Applicable Fee Percentage”: The Applicable Fee Percentage set forth in the
table below as in effect from time to time determined based on the Cash Flow
Leverage Ratio calculated as of the end of the most recent fiscal quarter of the
Borrowers for which the Borrowers have furnished the financial statements and
reports required under Section 5.1(a) or 5.1(c) or under Section 5.1(a) or
5.1(c) of the Existing Credit Agreement, as applicable, for the previous four
fiscal quarters (adjustments to the Applicable Fee Percentage to become
effective as of the first day of the month following receipt of the financial
statements required under Section 5.1(a) or 5.1(c), as applicable):


       

    

    
      	Cash Flow Leverage
      Ratio	Applicable Fee
      Percentage
	Less
      than 0.50 to 1.00	0.100%
	
            	 
	Equal
      or greater than 0.50 to 1.00	0.125%
	but
      less than 1.00 to 1.00	
            
	 	
            
	Equal
      or greater than 1.00 to 1.00	0.150%
	but
      less than 1.50 to 1.00	
            
	 	
            
	Equal
      to or greater than 1.50 to 1.00	0.175%
	but
      less than 2.00 to 1.00	
            
	 	
            
	Equal
      to or greater than 2.00 to 1.00	0.200%
	but
      less than 2.50 to 1.00	
            
	 	
            
	Equal
      to or greater than 2.50 to 1.00	0.250%


    


         Notwithstanding the foregoing, if the Borrowers have
not furnished the financial statements and reports required under Section 5.1(a)
or 5.1(c), as applicable, for any fiscal quarter by the required date, the
Applicable Fee Percentage shall be calculated as if the Cash Flow Leverage Ratio
as of the end of such fiscal quarter was equal to or greater than 2.50 to 1.00
for the period from the first day of the fiscal quarter first occurring after
such required date until the first day of the month following the month in which
such financial statements and reports are delivered. 

     

         “Applicable LC Fee
Percentage”: The Applicable LC
Fee Percentage set forth in the table below as in effect from time to time
determined based on the Cash Flow Leverage Ratio calculated as of the end of the
most recent fiscal quarter of the Borrowers for which the Borrowers have
furnished the financial statements and reports required under Section 5.1(a) or
5.1(c) or under Section 5.1(a) or 5.1(c) of the Existing Credit Agreement, as
applicable, for the previous four fiscal quarters (adjustments to the Applicable
LC Fee Percentage to become effective as of the first day of the month following
receipt of the financial statements required under Section 5.1(a) or 5.1(c), as
applicable): 

     

    
      	Cash Flow Leverage
      Ratio	Applicable Fee
      Percentage
	Less
      than 0.50 to 1.00	0.650%
	
            	 
	Equal
      to or greater than 0.50 to 1.00	0.750%
	but
      less than 1.00 to 1.00	
            
	 	
            
	Equal
      to or greater than 1.00 to 1.00	0.875%
	but
      less than 1.50 to 1.00	  
	 	
            
	Equal
      to or greater than 1.50 to 1.00	1.00%
	but
      less than 2.00 to 1.00	
            
	 	
            
	Equal
      to or greater than 2.00 to 1.00	1.150%
	but
      less than 2.50 to 1.00	
            
	 	
            
	Equal
      to or greater than 2.50 to 1.00	1.350%


    


    - 3 - 

     

    

    
    


         Notwithstanding the foregoing, if the Borrowers have
not furnished the financial statements and reports required under Section 5.1(a)
or 5.1(c), as applicable, for any fiscal quarter by the required date, the
Applicable LC Fee Percentage shall be calculated as if the Cash Flow Leverage
Ratio as of the end of such fiscal quarter was equal to or greater than 2.50 to
1.00 for the period from the first day of the fiscal quarter first occurring
after such required date until the first day of the month following the month in
which such financial statements and reports are delivered. 

     

         “Applicable Lending Office”: For each Bank and for each type of Advance, the
office of such Bank identified as such Bank’s Applicable Lending Office on the
signature pages hereof or such other domestic or foreign office of such Bank (or
of an Affiliate of such Bank) as such Bank may specify from time to time, by
notice given pursuant to Section 9.4, to the Administrative Agent and the
Borrowers as the office by which its Advances of such type are to be made and
maintained. 

     

         “Applicable Margin”: The Applicable Margin set forth in the table below
as in effect from time to time determined based on the Cash Flow Leverage Ratio
calculated as of the end of the most recent fiscal quarter of the Borrowers for
which the Borrowers have furnished the financial statements and reports required
under Section 5.1(a) or 5.1(c) or under Section 5.1(a) or 5.1(c) of the Existing
Credit Agreement, as applicable, for the previous four fiscal quarters
(adjustments to the Applicable Margin to become effective as of the first day of
the month following receipt of the financial statements required under Section
5.1(a) or 5.1(c), as applicable): 

     

    
      	
            	
            	Prime	
            	 
	 	Rate	
            	Eurodollar
	Cash Flow Leverage
      Ratio	     	Advances	     	Advances
	Less than to 0.50 to 1.00	0%	
            	0.650%
	 	
            	
            	
            
	Equal to or greater than 0.50 to 1.00	0%	
            	0.750%
	but
      less than 1.00 to 1.00	 	
            	
            	
            
	 	
            	
            	
            	
            
	Equal to or greater than 1.00 to 1.00	0%	
            	0.875%
	but
      less than 1.50 to 1.00	 	 	
            	
            
	 	
            	
            	
            	
            
	Equal to or greater than 1.50 to 1.00	0%	
            	1.000%
	but
      less than 2.00 to 1.00	 	 	
            	
            
	 	
            	
            	
            	
            
	Equal
      to or greater than 2.00 to 1.00	 	0%	 	1.150%
	but
      less than 2.50 to 1.00	
            	
            	
            	
            
	 	
            	
            	
            	
            
	Equal
      to or greater than 2.50 to 1.00	 	0%	
            	1.350%


    


    - 4 - 

     

    

    
    


    In the event the calculation of
the Cash Flow Leverage Ratio as set forth above results in a change in the
Applicable Margin, such change shall be applied only to existing Prime Rate
Advances and Eurodollar Rate Advances made on or after the date of such change.
Notwithstanding the foregoing, if the Borrowers have not furnished the financial
statements and reports required under Section 5.1(a) or 5.1(c), as applicable,
for any fiscal quarter by the required date, the Applicable Margin shall be
calculated as if the Cash Flow Leverage Ratio as of the end of such fiscal
quarter was equal to or greater than 2.50 to 1.00 for the period from the first
day of the fiscal quarter first occurring after such required date until the
first day of the month following the month in which such financial statements
and reports are delivered.

     

         “Assignee”: As defined in Section 9.6(c). 

     

         “Assignment Agreement”: As defined in Section 9.6(c). 

     

         “Bank”:
As defined in the opening paragraph hereof and any successor and assign thereto.


     

         “Board”: The Board of Governors of the Federal Reserve
System or any successor thereto. 

     

         “Borrowers”: As defined in the opening paragraph hereof.


     

         “Borrowers’ Agent”: Cabela’s Incorporated, a Delaware corporation.


     

         “Business Day”: Any day (other than a Saturday, Sunday or legal
holiday in the State of Minnesota) on which banks are permitted to be open in
Minneapolis, Minnesota. 

     

         “Call Reports”: Consolidated Reports of Condition and Income for a
Bank with Domestic Offices Only - FFIEC 041, as filed with the Federal Deposit
Insurance Corporation or such other reports as may be required to be filed by
WFB. 

     

         “Capitalized Lease”: A lease of (or other agreement conveying the right
to use) real or personal property with respect to which at least a portion of
the rent or other amounts thereon constitute Capitalized Lease Obligations.


     

         “Capitalized Lease Obligations”: As to any Person, the obligations of such Person
to pay rent or other amounts under a lease of (or other agreement conveying the
right to use) real or personal property which obligations are required to be
classified and accounted for as a capital lease on a balance sheet of such
Person under GAAP (including Statement of Financial Accounting Standards No. 13
of the Financial Accounting Standards Board), and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP (including such Statement No. 13).


     

    - 5 - 

     

    

    
    


         “Cash Flow Leverage Ratio”: For any period of determination ending on a
Measurement Date, the ratio of 

     

         (a) Adjusted Coverage
Indebtedness, 

     

         to 

     

         (b) EBITDA for the twelve (12) month period ending on
such Measurement Date. 

     

         “Change in Control”: The occurrence, after the Closing Date, of any of
the following circumstances: (a) Cabela’s shall cease to own, directly or
indirectly, 100% of the shares of each class of the voting stock or other equity
interest of each other Borrower that has or has had total assets in excess of
$10,000,000; (b) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the date hereof), of equity interests
representing more than 25% of the aggregate ordinary voting power represented by
the issued and outstanding equity interests of Cabela’s (other than by Richard
N. Cabela or James W. Cabela or a group controlled by Richard N. Cabela or James
W. Cabela); or (c) occupation of a majority of the seats (other than vacant
seats) on the board of directors of Cabela’s by Persons who were neither (i)
nominated by the board of directors of Cabela’s nor (ii) appointed by directors
so nominated. 

     

         “Charges”: As defined in Section 9.19. 

     

         “Closing Date”: June 30, 2005. 

     

         “Code”:
The Internal Revenue Code of 1986, as amended. 

     

         “Commercial Letter of Credit”: An import or commercial letter of credit issued by
the LC Bank pursuant to this Agreement for the account of the Borrowers.


     

         “Contingent Obligation”: With respect to any Person at the time of any
determination, without duplication, any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or otherwise: (a)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or to purchase (or to advance or supply funds for the purchase
of) any direct or indirect security therefor, (b) to purchase property,
securities or services for the purpose of assuring the owner of such
Indebtedness of the payment of such Indebtedness, (c) to maintain working
capital, equity capital or other financial statement condition of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or
otherwise to protect the owner thereof against loss in respect thereof, or (d)
to assure in any manner the owner of such Indebtedness of the payment of such
Indebtedness or to protect the owner against loss in respect thereof;
provided, that the term “Contingent Obligation” shall not
include endorsements for collection or deposit, in each case in the ordinary
course of business. Without limiting the generality of the foregoing, the term
“Contingent Obligation” shall also include any contingent repayment obligations
of any Person with respect to Deferred Grant Income and other forms of
governmental assistance, including grants, bonds and notes. 

     

    - 6 - 

     

    

    
    


         “Coverage Indebtedness”: With respect to any Person at the time of any
determination, without duplication, all obligations of such Person which in
accordance with GAAP should be classified upon the balance sheet of such Person
as debt, but in any event including: (a) all obligations of such Person for
borrowed money (including non-recourse obligations), (b) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (c)
all obligations of such Person upon which interest charges are customarily paid
or accrued, (d) all obligations of such Person under conditional sale or other
title retention agreements relating to property purchased by such Person, (e)
all obligations of such Person issued or assumed as the deferred purchase price
of property or services with an original maturity of greater than one year, (f)
all obligations of others secured by any Lien on property owned or acquired by
such Person, whether or not the obligations secured thereby have been assumed,
and (g) all Capitalized Lease Obligations of such Person. 

     

         “Default”: Any event which, with the giving of notice
(whether such notice is required under Section 7.1, or under some other
provision of this Agreement, or otherwise) or lapse of time, or both, would
constitute an Event of Default. 

     

         “Defaulting Bank”: At any time, any Bank that, at such time (a) has
failed to make a Revolving Loan or any Advances thereunder required pursuant to
the terms of this Agreement, including the funding of any participation in
accordance with the terms of this Agreement, (b) has failed to pay to the
Administrative Agent or any Bank an amount owed by such Bank pursuant to the
terms of this Agreement, or (c) has been deemed insolvent or has become subject
to a bankruptcy, receivership or insolvency proceeding, or to a receiver,
trustee or similar official. 

     

         “Deferred Grant Income”: As of any Measurement Date, the amount reflected
on the consolidated balance sheet of Cabela’s which represents grant amounts
received from a governmental entity that are subject to forfeiture based on
achieving certain prescribed employment levels or other performance conditions
for a prescribed period of time. 

     

         “EBITDA”: For any period of determination, the net income of
the Borrowers and the Subsidiaries before deductions for income taxes, Interest
Expense, depreciation and amortization, all as determined on a consolidated
basis in accordance with GAAP. 

     

         “EBITR”: For any period of determination, the net income of
the Borrowers and the Subsidiaries before deductions for income taxes, Interest
Expense and Operating Lease Obligations, all as determined on a consolidated
basis in accordance with GAAP. 

     

         “ERISA”: The Employee Retirement Income Security Act of
1974, as amended. 

     

         “ERISA Affiliate”: Any trade or business (whether or not
incorporated) that is a member of a group of which the Borrowers is a member and
which is treated as a single employer under Section 414 of the Code.


     

         “Eurodollar Business Day”: A Business Day which is also a day for trading by
and between banks in United States dollar deposits in the London interbank
Eurodollar market and a day on which banks are open for business in New York
City. 

     

    - 7 - 

     

    

    
    


         “Eurodollar Rate”: With respect to each Interest Period applicable to
a Eurodollar Rate Advance, the average offered rate for deposits in United
States dollars (rounded upward, if necessary, to the nearest 1/16 of 1%) for
delivery of such deposits on the first day of such Interest Period, for the
number of days in such Interest Period, which appears on Telerate page 3750 as
of 11:00 AM, London time (or such other time as of which such rate appears) two
Eurodollar Business Days prior to the first day of such Interest Period, or the
rate for such deposits determined by the Administrative Agent at such time based
on such other published service of general application as shall be selected by
the Administrative Agent for such purpose; provided, that in lieu of determining
the rate in the foregoing manner, the Administrative Agent may determine the
rate based on rates at which United States dollar deposits are offered to the
Administrative Agent in the interbank Eurodollar market at such time for
delivery in Immediately Available Funds on the first day of such Interest Period
in an amount approximately equal to the Advance by the Administrative Agent to
which such Interest Period is to apply (rounded upward, if necessary, to the
nearest 1/16 of 1%). “Telerate page 3750” means the display designated as such
on the Telerate reporting system operated by Telerate System Incorporated (or
such other page as may replace page 3750 for the purpose of displaying London
interbank offered rates of major banks for United States dollar deposits).


     

         “Eurodollar Rate Advance”: An Advance with respect to which the interest rate
is determined by reference to the Adjusted Eurodollar Rate. 

     

         “Eurodollar Reserve Percentage”: As of any day, that percentage (expressed as a
decimal) which is in effect on such day, as prescribed by the Board for
determining the maximum reserve requirement (including any basic, supplemental
or emergency reserves) for a member bank of the Federal Reserve System, with
deposits comparable in amount to those held by the Administrative Agent, in
respect of “Eurocurrency Liabilities” as such term is defined in Regulation D of
the Board. The rate of interest applicable to any outstanding Eurodollar Rate
Advances shall be adjusted automatically on and as of the effective date of any
change in the Eurodollar Reserve Percentage. 

     

         “Event of Default”: Any event described in Section 7.1. 

     

         “Existing Credit Agreement”: As defined in the Recitals. 

     

         “Federal Funds Rate”: For any day, the rate per annum (rounded upwards
to the nearest 1/100 of 1%) equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day;
provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
first preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate charged to
the Administrative Agent on such day on such transactions as determined by the
Administrative Agent. 

     

    - 8 - 

     

    

    
    


         “Fixed Charge Coverage Ratio”: For any period of determination ending on a
Measurement Date, the ratio of

     

    
      	     	(a)	     	EBITR minus
      the sum of (i) any cash dividends, (ii) tax expenses of the Borrowers and
      the Subsidiaries paid in cash, in each case for the twelve month period
      ending on such Measurement Date, and (iii) to the extent not included, or
      previously included, in the calculation of EBITR, any cash payments with
      respect to Contingent Obligations of the Borrowers,
	
            	 
	
            	 	
            	to
	
            	 
	
            	(b)	
            	the sum of
      (i) Interest Expense, (ii) all required principal payments with respect to
      Coverage Indebtedness of the Borrowers and the Subsidiaries except WFB
      (including but not limited to all payments with respect to Capitalized
      Lease Obligations but excluding payments in respect of Revolving Loans),
      and (iii) Operating Lease Obligations of the Borrowers and the
      Subsidiaries except WFB, in each case for the twelve month period ending
      on such Measurement Date,


    

     

    in each case determined for
said period in accordance with GAAP.

     

         “GAAP”:
Generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession, which are
applicable to the circumstances as of any date of determination. 

     

         “Holding Account”: A deposit account belonging to the Administrative
Agent for the benefit of the Banks into which the Borrowers may be required to
make deposits pursuant to the provisions of this Agreement, such account to be
under the sole dominion and control of the Administrative Agent and not subject
to withdrawal by the Borrowers, with any amounts therein to be held for
application toward payment of any outstanding Letters of Credit when drawn upon.
The Holding Account shall be a money market savings account or substantial
equivalent (or other appropriate investment medium as the Borrowers may from
time to time request and to which the Administrative Agent in its reasonable
discretion shall have consented) and shall bear interest in accordance with the
terms of similar accounts held by the Administrative Agent for its customers.


     

         “Immediately Available Funds”: Funds with good value on the day and in the city
in which payment is received. 

     

    - 9 - 

     

    

    
    


         “Indebtedness”: With respect to any Person at the time of any
determination, without duplication, all obligations, contingent or otherwise, of
such Person which in accordance with GAAP should be classified upon the balance
sheet of such Person as liabilities, but in any event including: (a) all
obligations of such Person for borrowed money (including non-recourse
obligations), (b) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (c) all obligations of such Person upon
which interest charges are customarily paid or accrued, (d) all obligations of
such Person under conditional sale or other title retention agreements relating
to property purchased by such Person, (e) all obligations of such Person issued
or assumed as the deferred purchase price of property or services, (f) all
obligations of others secured by any Lien on property owned or acquired by such
Person, whether or not the obligations secured thereby have been assumed, (g)
all Capitalized Lease Obligations of such Person, (h) all obligations of such
Person in respect of interest rate swap agreements, cap or collar agreements,
interest rate future or option contracts, currency swap agreements, currency
future or option agreements and other similar contracts, (i) all obligations of
such Person, actual or contingent, as an account party in respect of letters of
credit or bankers’ acceptances, (j) all obligations of any partnership or joint
venture as to which such Person is or may become personally liable, (k) all
trade payables ninety (90) days overdue (except to the extent such trade
payables are being contested in good faith by such Person), (l) all obligations
of such Person under any equity security issued by such Person which ceases to
be considered an equity interest in such Person, and (m) all Contingent
Obligations of such Person. 

     

         “Interest Expense”: For any period of determination, the aggregate
amount, without duplication, of interest paid, accrued or scheduled to be paid
in respect of any Indebtedness of the Borrowers or any Subsidiary except WFB,
including (a) all but the principal component of payments in respect of
conditional sale contracts, Capitalized Leases and other title retention
agreements, (b) commissions, discounts and other fees and charges with respect
to letters of credit and bankers’ acceptance financings and (c) net costs under
interest rate protection agreements, in each case determined in accordance with
GAAP. 

     

         “Interest Period”: With respect to each Eurodollar Rate Advance, the
period commencing on the date of such Advance or on the last day of the
immediately preceding Interest Period, if any, applicable to an outstanding
Advance and ending one, two, three or six months thereafter, as the Borrowers
may elect in the applicable notice of borrowing, continuation or conversion;
provided that:

     

         (a) Any Interest Period that would otherwise end on a
day which is not a Eurodollar Business Day shall be extended to the next
succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in
another calendar month, in which case such Interest Period shall end on the
first preceding Eurodollar Business Day;

     

         (b) Any Interest Period that begins on the last
Eurodollar Business Day of a calendar month (or a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Eurodollar Business Day of a calendar month;
and 

     

         (c) Any Interest Period applicable to an Advance on a
Revolving Loan that would otherwise end after the Revolving Commitment Ending
Date shall end on the Revolving Commitment Ending Date. 

     

         (d) For purposes of determining an Interest Period, a
month means a period starting on one day in a calendar month and ending on the
numerically corresponding day in the next calendar month; provided, however,
that if there is no numerically corresponding day in the month in which such an
Interest Period is to end or if such an Interest Period begins on the last
Business Day of a calendar month, then such Interest Period shall end on the
last Business Day of the calendar month in which such Interest Period is to end.


     

    - 10 - 

     

    

    
    


         “Intercreditor Agreement”: The Amended and Restated Intercreditor Agreement,
in the form attached hereto as Exhibit D, as the same may be amended, restated, supplemented
or otherwise modified from time to time. 

     

         “Investment”: The acquisition, purchase, making or holding of
any stock or other security, any loan, advance, contribution to capital,
extension of credit (except for trade and customer accounts receivable for
inventory sold or services rendered in the ordinary course of business and
payable in accordance with customary trade terms), any acquisitions of real or
personal property (other than real and personal property acquired in the
ordinary course of business) and any purchase or commitment or option to
purchase stock or other debt or equity securities of or any interest in another
Person or any integral part of any business or the assets comprising such
business or part thereof. The amount of any Investment shall be the original
cost of such Investment plus the cost of all additions thereto, without any
adjustments for increases or decreases in value, or write-ups, write-downs or
write-offs with respect to such Investment. 

     

         “LC Bank”: USBNA with respect to Standby Letters of Credit,
in its capacity as such issuer, or Wachovia Bank National Association with
respect to Commercial Letters of Credit, in its capacity as such issuer, or from
time to time, such successor Bank approved by the Borrowers and the
Administrative Agent that issues a Standby Letter of Credit or Commercial Letter
of Credit, as applicable, in its capacity as such issuer. 

     

         “Letter of Credit”: A Standby Letter of Credit or a Commercial Letter
of Credit. 

     

         “Letter of Credit Fee”: As defined in Section 2.16(c). 

     

         “Lien”:
With respect to any Person, any security interest, mortgage, pledge, lien,
charge, encumbrance, title retention agreement or analogous instrument or device
(including the interest of each lessor under any Capitalized Lease), in, of or
on any assets or properties of such Person, now owned or hereafter acquired,
whether arising by agreement or operation of law. 

     

         “Loan”:
A Revolving Loan or a Swing Line Loan. 

     

         “Loan Documents”: This Agreement and the Notes. 

     

         “Majority Banks”: At any time, Banks other than Defaulting Banks
holding at least 51% of the aggregate unpaid principal amount of the Notes,
excluding Notes held by Defaulting Banks or, if no Loans are at the time
outstanding hereunder, Banks other than Defaulting Banks whose Total Percentages
aggregate at least 51% (with Total Percentages being computed without reference
to the Revolving Commitment Amounts of Defaulting Banks). 

     

    - 11 - 

     

    

    
    


         “Material Adverse Occurrence”: Any occurrence of whatsoever nature (including,
without limitation, any adverse determination in any litigation, arbitration, or
governmental investigation or proceeding) which could reasonably be expected to
materially and adversely affect (a) the financial condition or operations of the
Borrowers and the Subsidiaries on a consolidated basis, (b) the ability of the
Borrowers and the Subsidiaries on a consolidated basis to perform their
obligations under any Loan Document, or any writing executed pursuant thereto,
(c) the validity or enforceability of the material obligations of any Borrower
under any Loan Document, (d) the rights and remedies of the Banks or the
Administrative Agent against any Borrower, (e) the timely payment of the
principal of and interest on the Loans or other amounts payable by the Borrowers
hereunder, or (f) the validity of the joint and several nature of the
obligations of the Borrowers with respect to all of the Obligations.


     

         “Material Contracts”: Any contract entered into by any Borrower or any
Subsidiary where loss of such contract would constitute a Material Adverse
Occurrence. 

     

         “Maximum Rate”: As defined in Section 9.19. 

     

         “Measurement Date”: The last day of each fiscal quarter of the
Borrowers. 

     

         “Multiemployer Plan”: A multiemployer plan, as such term is defined in
Section 4001 (a) (3) of ERISA, which is maintained (on the Closing Date, within
the five years preceding the Closing Date, or at any time after the Closing
Date) for employees of the Borrowers or any ERISA Affiliate. 

     

         “Net Cash Proceeds”: The gross cash proceeds received by any Borrower
or any Subsidiary except WFB with respect to (a) any offering of capital stock
or issuance of Indebtedness by the Borrower or Subsidiary or (b) any sale or
other disposition by such Borrower or such Subsidiary of Investments, less all
legal, underwriting and other fees and expenses incurred by such Borrower or
such Subsidiary in connection therewith. 

     

         “Note”:
A Revolving Note or the Swing Line Note. 

     

         “Obligations”: The Borrowers’ obligations in respect of the due
and punctual payment of principal and interest on the Notes and Unpaid Drawings
when and as due, whether by acceleration or otherwise and all fees (including
Revolving Commitment Fees), expenses, indemnities, reimbursements and other
obligations of the Borrowers under this Agreement or any other Loan Document,
and all obligations to any Rate Protection Provider under any Rate Protection
Agreement, in all cases whether now existing or hereafter arising or incurred.


     

         “Operating Lease”: A lease of (or other agreement conveying the right
to use) real or personal property that is not a Capitalized Lease. 

     

         “Operating Lease Obligations”: As to any Person, the obligations of such Person
to pay rent or other amounts under an Operating Lease. 

     

         “Other Taxes”: As defined in Section 2.26(b). 

     

    - 12 - 

     

    

    
    


         “PBGC”:
The Pension Benefit Guaranty Corporation, established pursuant to Subtitle A of
Title IV of ERISA, and any successor thereto or to the functions thereof.


     

         “Person”: Any natural person, corporation, partnership,
limited partnership, limited liability company, joint venture, firm,
association, trust, unincorporated organization, government or governmental
agency or political subdivision or any other entity, whether acting in an
individual, fiduciary or other capacity. 

     

         “Plan”:
Each employee benefit plan (whether in existence on the Closing Date or
thereafter instituted), as such term is defined in Section 3 of ERISA,
maintained for the benefit of employees, officers or directors of the Borrowers
or of any ERISA Affiliate. 

     

         “Prime Rate”: For any day, a fluctuating rate per annum equal to
the higher of (a) the Federal Funds Rate in effect for such day plus 1⁄2 of 1% or
(b) the rate of interest in effect for such day as publicly announced from time
to time by the Administrative Agent as its “prime rate.” The Administrative
Agent may lend to its customers at rates that are at, above or below the Prime
Rate. For purposes of determining any interest rate hereunder or under any other
Loan Document which is based on the Prime Rate, such interest rate shall change
as and when the Prime Rate shall change. 

     

         “Prime Rate Advance”: An Advance with respect to which the interest rate
is determined by reference to the Prime Rate. 

     

         “Prohibited Transaction”: The respective meanings assigned to such term in
Section 4975 of the Code and Section 406 of ERISA. 

     

         “Rate Protection Agreement”: Any interest rate swap, cap or option agreement,
or any other agreement pursuant to which any Borrower hedges interest rate risk
with respect to a portion of the Obligations, entered into by any Borrower with
a Rate Protection Provider. 

     

         “Rate Protection Obligations”: The liabilities, indebtedness and obligations of
any Borrower, if any, to any Rate Protection Provider under a Rate Protection
Agreement. 

     

         “Rate Protection Provider”: Any Bank, or any Affiliate of any Bank, that is
any Borrower’s counterparty under any Rate Protection Agreement. 

     

         “Regulatory Change”: Any change after the Closing Date in federal,
state or foreign laws or regulations or the adoption or making after such date
of any interpretations, directives or requests applying to a class of banks
including any Bank under any federal, state or foreign laws or regulations
(whether or not having the force of law) by any court or governmental or
monetary authority charged with the interpretation or administration thereof.


     

         “Reportable Event”: A reportable event as defined in Section 4043 of
ERISA and the regulations issued under such Section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation has waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided that a failure to meet the minimum funding standard
of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable
Event regardless of the issuance of any waiver in accordance with Section 412(d)
of the Code. 

     

    - 13 - 

     

    

    
    


         “Restricted Payments”: With respect to any Borrower and its Subsidiaries,
collectively, all dividends or other distributions of any nature (cash,
securities other than common stock of the Borrowers, assets or otherwise), and
all payments on any class of equity securities (including warrants, options or
rights therefor) issued by the Borrowers, whether such securities are authorized
or outstanding on the Closing Date or at any time thereafter and any redemption
or purchase of, or distribution in respect of, any of the foregoing, whether
directly or indirectly, but excluding repurchases of stock from employees
acquiring shares pursuant to stock options.

     

         “Revolving Commitment”: With respect to a Bank, the agreement of such Bank
to make Revolving Loans to the Borrowers in an aggregate principal amount
outstanding at any time not to exceed such Bank’s Revolving Commitment Amount
upon the terms and subject to the conditions and limitations of this Agreement.


     

         “Revolving Commitment Amount”: With respect to a Bank, initially the amount set
opposite such Bank’s name on the signature page hereof as its Revolving
Commitment Amount, but as the same may be reduced or increased from time to time
pursuant to Section 2.14. 

     

         “Revolving Commitment Ending Date”: June 30, 2010. 

     

         “Revolving Commitment Fees”: As defined in Section 2.16. 

     

         “Revolving Loan”: As defined in Section 2.1. 

     

         “Revolving Loan Date”: The date of the making of any Revolving Loans
hereunder. 

     

         “Revolving Note”: A promissory note of the Borrowers in the form of
Exhibit A-1. 

     

         “Revolving Outstandings”: As to any Bank at any date, an amount equal to the
sum of (a) the aggregate principal amount of all Revolving Loans made by such
Bank then outstanding, (b) such Bank’s pro
rata
share of outstanding Swing Line Loans, (c) such Bank’s participation in the
aggregate maximum amount available to be drawn under Letters of Credit
outstanding on such date, and (d) such Bank’s participation in the aggregate
amount of Unpaid Drawings on such date. 

     

         “Revolving Percentage”: With respect to any Bank, the percentage
equivalent of a fraction, the numerator of which is the Revolving Commitment
Amount of such Bank and the denominator of which is the Aggregate Revolving
Commitment Amounts. 

     

         “Standby Letter of Credit”: An irrevocable standby letter of credit issued by
the LC Bank pursuant to this Agreement for the account of the Borrowers.


     

         “Subordinated Debt”: Any Indebtedness of the Borrowers, now existing or
hereafter created, incurred or arising, which is subordinated in right of
payment to the payment of the Obligations in a manner and to an extent (a) that
Majority Banks have approved in writing prior to the creation of such
Indebtedness, or (b) as to any Indebtedness of the Borrowers existing on the
date of this Agreement, that Majority Banks have approved as Subordinated Debt
in a writing delivered by Majority Banks to the Borrowers’ Agent on or prior to
the Closing Date. 

     

    - 14 - 

     

    

    
    


         “Subsidiary”: Any corporation or other entity of which
securities or other ownership interests having ordinary voting power for the
election of a majority of the board of directors or other Persons performing
similar functions are owned by any Borrower either directly or through one or
more Subsidiaries. 

     

         “Swing Line Bank”: USBNA, or any other Bank to whom the Swing Line
Commitment is assigned pursuant to the terms of Section 9.6. 

     

         “Swing Line Commitment”: The sum of Twenty Million and No/100 Dollars
($20,000,000), as such amount may be reduced pursuant to Section 2.3(e).


     

         “Swing Line Conversion Date”: As defined in Section 2.3(c). 

     

         “Swing Line Default Payment Date”: As defined in Section 2.3(f). 

     

         “Swing Line Loans”: As defined in Section 2.3(a). 

     

         “Swing Line Note”: A promissory note of the Borrowers in the form of
Exhibit A-2. 

     

         “Tangible Net Worth”: As of any date of determination, the sum of the
amounts set forth on the balance sheet of the Borrowers and all Subsidiaries as
the sum of the common stock, preferred stock, additional paid-in capital and
retained earnings of the Borrowers and all Subsidiaries (excluding treasury
stock), less the book value of all intangible assets of the Borrowers and all
Subsidiaries, including all such items as goodwill, trademarks, trade names,
service marks, copyrights, patents, licenses, unamortized debt discount and
expenses and the excess of the purchase price of the assets of any business
acquired by the Borrowers and all Subsidiaries (but in any case excluding all
assets of the Borrowers and all Subsidiaries that are amortized for less than
one year) over the book value of such assets. 

     

         “Taxes”: As defined in Section 2.26(a). 

     

         “Termination Date”: The earliest of (a) the Revolving Commitment
Ending Date, (b) the date on which the Revolving Commitments are terminated
pursuant to Section 7.2 hereof or (c) the date on which the Revolving Commitment
Amounts are reduced to zero pursuant to Section 2.14 hereof. 

     

         “Total Letter of Credit Commitment
Amount”: One Hundred Fifty
Million and No/100 Dollars ($150,000,000) in the aggregate, inclusive of any
Unpaid Drawings. 

     

         “Total Percentage”: With respect to any Bank, the percentage
equivalent of a fraction, the numerator of which is the sum of the Revolving
Commitment Amount of such Bank and the denominator of which is the sum of the
Revolving Commitment Amounts of all the Banks. 

     

    - 15 - 

     

    

    
    


         “Total Revolving Outstandings”: At any time, the aggregate amount of the Banks’
Revolving Outstandings. 

     

         “U.S. Taxes”: As defined in Section 2.26(f). 

     

         “Unpaid Drawing”: As defined in Section 2.12. 

     

         “Unused Revolving Commitment”: With respect to any Bank as of any date of
determination, the amount by which such Bank’s Revolving Commitment Amount
exceeds such Bank’s Revolving Percentage of the Total Revolving Outstandings on
such date. 

     

         “USBNA”: U.S. Bank National Association in its capacity as
one of the Banks hereunder. 

     

         “WFB”:
World’s Foremost Bank, a state chartered bank, and a Subsidiary of Cabela’s.


     

         Section 1.2 Accounting Terms and Calculations. Except as may be expressly provided to the contrary
herein, all accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with GAAP. To the extent
any change in GAAP affects any computation or determination required to be made
pursuant to this Agreement, such computation or determination shall be made as
if such change in GAAP had not occurred unless the Borrowers and Majority Banks
agree in writing on an adjustment to such computation or determination to
account for such change in GAAP. 

     

         Section 1.3 Computation of Time Periods. In this Agreement, in the computation of a period
of time from a specified date to a later specified date, unless otherwise stated
the word “from” means “from and including” and the word “to” or “until” each
means “to but excluding”. Unless otherwise specified, the word “month” shall
refer to a calendar month and the word “quarter” shall refer to a calendar
quarter. 

     

         Section 1.4 Other Definitional Terms. The words “hereof,”“herein” and “hereunder” and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement.
References to Sections, Exhibits, schedules and like references are to this
Agreement unless otherwise expressly provided. The words “include,”“includes”
and “including” shall be deemed to be followed by the phrase “without
limitation.” Unless the context in which used herein otherwise clearly requires,
“or” has the inclusive meaning represented by the phrase “and/or.” All
incorporation by reference of covenants, terms, definitions or other provisions
from other agreements are incorporated into this Agreement as if such provisions
were fully set forth herein, include all necessary definitions and related
provisions from such other agreements but including only amendments thereto
agreed to by the Majority Banks, and shall survive any termination of such other
agreements until the obligations of the Borrowers under this Agreement and the
Notes are irrevocably paid in full, all Letters of Credit have expired without
renewal or been returned to the Administrative Agent, and the commitments of any
Bank to advance funds to any Borrower are terminated. 

     

    - 16 - 

     

    


    
    


     

    ARTICLE II 
TERMS OF THE CREDIT FACILITIES 

     

    Part A -- Terms of Lending

     

         Section 2.1
Revolving Credit. On the terms and subject to the conditions hereof,
each Bank severally agrees to make a revolving credit facility available as
loans (each, a “Revolving Loan”
and, collectively, the “Revolving Loans”) to the Borrowers, jointly and severally, on a
revolving basis at any time and from time to time from the Closing Date to the
Termination Date, during which period the Borrowers may borrow, repay and
reborrow in accordance with the provisions hereof, provided, that no Revolving
Loan will be made in any amount which, after giving effect thereto, would cause
the Total Revolving Outstandings to exceed the Aggregate Revolving Commitment
Amounts. Revolving Loans hereunder shall be made by the several Banks ratably in
the proportion of their respective Revolving Commitments Amounts. Revolving
Loans may be obtained and maintained, at the election of the Borrowers’ Agent
but subject to the limitations hereof, as Prime Rate Advances or Eurodollar Rate
Advances; provided, however, that no more than ten (10) Eurodollar Rate Advances
in respect of the Revolving Loans may be outstanding at any one
time.

     

         Section 2.2 Procedure for Revolving Loans. Any request by the Borrowers’ Agent for Revolving
Loans hereunder shall be in writing or by telephone and must be given so as to
be received by the Administrative Agent not later than 11:00 a.m. (Minneapolis
time) two Eurodollar Business Days prior to the requested Revolving Loan Date if
the Revolving Loans (or any portion thereof) are requested as Eurodollar Rate
Advances and not later than 11:00 a.m. (Minneapolis time) on the requested
Revolving Loan Date if the Revolving Loans are requested as Prime Rate Advances.
Each request for Revolving Loans hereunder shall be irrevocable and shall be
deemed a representation by the Borrowers that on the requested Revolving Loan
Date and after giving effect to the requested Revolving Loans the applicable
conditions specified in Article III have been and will be satisfied. Each
request for Revolving Loans hereunder shall specify (i) the requested Revolving
Loan Date, (ii) the aggregate amount of Revolving Loans to be made on such date
which shall be in a minimum amount of $1,000,000 and integral multiples of
$500,000 for amounts greater than such minimum (or an aggregate principal amount
equal to the remaining balance of the available Commitments or the outstanding
principal balance of the Swing Line Loans being repaid from a Borrowing on a
Swing Line Conversion Date) or, if more, an integral multiple thereof, (iii)
whether such Revolving Loans are to be funded as Prime Rate Advances or
Eurodollar Rate Advances (and, if such Revolving Loans are to be made with more
than one applicable interest rate choice, specifying the amount to which each
interest rate choice is applicable), and (iv) in the case of Eurodollar Rate
Advances, the duration of the initial Interest Period applicable thereto. The
Administrative Agent may rely on any telephone request by the Borrowers’ Agent
for Revolving Loans hereunder which it believes in good faith to be genuine; and
the Borrowers hereby waive the right to dispute the Administrative Agent’s
record of the terms of such telephone request. The Administrative Agent shall
promptly notify each other Bank of the receipt of such request, the matters
specified therein, and of such Bank’s ratable share of the requested Revolving
Loans. On the date of the requested Revolving Loans, each Bank shall provide its
share of the requested Revolving Loans to the Administrative Agent in
Immediately Available Funds not later than 1:00 p.m. Minneapolis time.


     

    - 17 - 

     

    

    
    


    Unless the Administrative Agent
determines that any applicable condition specified in Article III has not been
satisfied, the Administrative Agent will make available to the Borrowers at the
Administrative Agent’s principal office in Minneapolis, Minnesota in Immediately
Available Funds not later than 4:00 p.m. (Minneapolis time) on the requested
Revolving Loan Date the amount of the requested Revolving Loans. If the
Administrative Agent has made a Revolving Loan to the Borrowers on behalf of a
Bank but has not received the amount of such Revolving Loan from such Bank by
the time herein required, such Bank shall pay interest to the Administrative
Agent on the amount so advanced at the overnight Federal Funds rate from the
date of such Revolving Loan to the date funds are received by the Administrative
Agent from such Bank, such interest to be payable with such remittance from such
Bank of the principal amount of such Revolving Loan (provided, however, that the
Administrative Agent shall not make any Revolving Loan on behalf of a Bank if
the Administrative Agent has received prior notice from such Bank that it will
not make such Revolving Loan). If the Administrative Agent does not receive
payment from such Bank by the next Business Day after the date of any Revolving
Loan, the Administrative Agent shall be entitled to recover such Revolving Loan,
with interest thereon at the rate (or rates) then applicable to the such
Revolving Loan, on demand, from the Borrowers, without prejudice to the
Administrative Agent’s and the Borrowers’s rights against such Bank. If such
Bank pays the Administrative Agent the amount herein required with interest at
the overnight Federal Funds rate before the Administrative Agent has recovered
from the Borrowers, such Bank shall be entitled to the interest payable by the
Borrowers with respect to the Revolving Loan in question accruing from the date
the Administrative Agent made such Revolving Loan. 

     

         Section 2.3 Swing Line Loans. (a) On the terms and subject to the conditions
hereof, the Swing Line Bank agrees to lend to the Borrowers from time to time
during the period from the Closing Date to but not including the Termination
Date, such sums (the “Swing Line Loans”) as the Borrowers’ Agent may request in the
aggregate up to the amount of the Swing Line Commitment, provided, that 

     

         (i) at no time shall the sum of (A) the Total
Revolving Outstandings plus
(B) the outstanding principal amount of the Swing Line Loans exceed the
Aggregate Revolving Commitment Amounts, 

     

         (ii) the aggregate outstanding Swing Line Loans shall
at no time exceed the Swing Line Commitment, and 

     

         (iii) Swing Line Loans may be obtained and
maintained, at the election of the Borrowers’ Agent but subject to the
limitations hereof, as Prime Rate Advances or Alternate Advances. 

     

    - 18 - 

     

    

    
    


         (b) Any request by the
Borrowers’ Agent for a Swing Line Loan hereunder shall be in writing or by
telephone and must be given so as to be received by the Swing Line Bank not
later than 11:00 a.m. (Minneapolis time) on the Business Day such Swing Line
Loan is to be made, specifying in each case (1) the amount to be borrowed, which
shall be in a minimum amount of $100,000 and integral multiples of $50,000 for
amounts greater than such minimum, (2) the requested borrowing date, and (3)
whether such Swing Line Loan is to be funded as a Prime Rate Advance or
an Alternate Advance. Each request for a Swing Line Loan hereunder shall be
irrevocable and shall be deemed a representation by the Borrowers that on the
requested borrowing date and after giving effect to the requested Swing Line
Loan the applicable conditions specified in Article III have been and will be
satisfied. The Swing Line Bank may rely on any telephone request for Swing Line
Loans by the Borrowers’ Agent hereunder which it believes in good faith to be
genuine; and the Borrowers hereby waive the right to dispute the Swing Line
Bank’s record of the terms of such telephone request. Unless the Swing Line Bank
determines that any applicable condition specified in Article III has not been
satisfied, the Swing Line Bank will make available to the Borrowers at the Swing
Line Bank’s principal office in Minneapolis, Minnesota in Immediately Available
Funds not later than 3:00 p.m. (Minneapolis time) on the requested borrowing
date the amount of the requested Swing Line Loan. 

     

         (c) Swing Line Loans may be repaid, prepaid and
reborrowed hereunder from the Closing Date to the Termination Date. The
Borrowers’ Agent shall, prior to 11:00 a.m. (Minneapolis time), on each date on
which it intends to repay a Swing Line Loan (each, a “Swing Line Conversion Date”) give notice to the Administrative Agent requesting
a Prime Rate Advance in an aggregate amount equal to the principal amount of all
outstanding Swing Line Loans outstanding as of the end of the immediately
preceding day (other than Swing Line Loans that are to be prepaid on such Swing
Line Conversion Date with funds of the Borrowers or from the proceeds of a
Eurodollar Rate Advance for which notice was given to the Administrative Agent
no later than 11:00 a.m. (Minneapolis time) at least two Eurodollar Business
Days prior to such Swing Line Conversion Date but including any Swing Line Loans
funded as Alternate Advances) and, subject to satisfaction or waiver of the
conditions specified in Article III, the Banks shall, on the Swing Line
Conversion Date, make a Prime Rate Advance (and/or Eurodollar Rate Advance, as
the case may be) in an aggregate amount equal to the principal amount of all
outstanding Swing Line Loans as of the end of the immediately preceding day, the
proceeds of which shall be applied directly by the Administrative Agent to repay
the Swing Line Bank for Swing Line Loans outstanding (less the amount of any
Swing Line Loans that are to be repaid on such Swing Line Conversion Date from
funds of the Borrowers); provided, however, that if for any reason the proceeds of any such
Advance(s) or such other funds of the Borrowers are not received by the Swing
Line Bank on a Swing Line Conversion Date in an aggregate amount equal to the
principal amount of all outstanding Swing Line Loans as of the end of the
immediately preceding day, the Borrowers shall reimburse the Swing Line Bank on
the Business Day immediately following such Swing Line Conversion Date, in
Immediately Available Funds, in an amount equal to the excess of the principal
amount of all Swing Line Loans outstanding on the day immediately preceding such
Swing Line Conversion Date over the aggregate amount of such Advance(s), if any,
received. 

     

    - 19 - 

     

    

    
    


         (d) In the event that
the Swing Line Loans outstanding as of the end of the day immediately preceding
the Termination Date are not repaid on the Termination Date, each Bank shall be
deemed to have purchased participating interests in the Swing Line Loans
existing as of the Termination Date in an amount equal to the amount of such
Swing Line Loans multiplied by such Bank’s Revolving Percentage. The
Administrative Agent shall promptly notify each Bank of the unpaid amount of the
Swing Line Loans and of such Bank’s respective participation therein. Each Bank
shall make available to the Administrative Agent for payment to the Swing Line
Bank an amount equal to its respective participation therein (including without
limitation its pro rata share of accrued but unpaid interest thereon), in same
day funds, at the office of the Administrative Agent specified in such notice,
not later than 11:00 a.m. (Minneapolis time), on the Business Day after the date
the Administrative Agent so notifies each Bank. In the event that any Bank fails
to make available to the Administrative Agent the amount of such Bank’s
participation in such unpaid amount as provided herein, the Swing Line Bank
shall be entitled to recover such amount on demand from such Bank together with
interest thereon at a rate per annum equal to the Federal Funds Rate for each
day during the period between the Termination Date and the date on which such
Bank makes available its participation in such unpaid amount. The failure of any
Bank to make available to the Administrative Agent its pro rata share of any
such unpaid amount shall not relieve any other Bank of its obligations hereunder
to make available to the Administrative Agent its pro rata share of such unpaid
amount on the Termination Date. The Administrative Agent shall distribute to
each Bank which has paid all amounts payable by it under this Section 2.3(d)
with respect to the unpaid amount of any Swing Line Loan, such Bank’s pro rata
share of all payments received by the Administrative Agent from the Borrower in
repayment of such Swing Line Loan when such payments are received.
Notwithstanding anything to the contrary herein, each Bank which has paid all
amounts payable by it under this Section 2.3(d) shall have a direct right to
repayment of such amounts from the Borrowers subject to the procedures for
repaying Banks set forth in this Section 2.3. 

     

         (e) In the event the Revolving Commitments are
terminated in accordance with Section 2.14, the Swing Line Commitment shall
terminate automatically. In the event the Borrowers reduce the Aggregate
Revolving Commitment Amounts to less than the Swing Line Commitment, the Swing
Line Commitment shall immediately be reduced to an amount equal to the Aggregate
Revolving Commitment Amounts. In the event the Borrowers reduces the Aggregate
Revolving Commitment Amounts to less than the outstanding Swing Line Loans, the
Borrowers shall immediately repay the amount by which the outstanding Swing Line
Loans exceed the Swing Line Commitment as so reduced. 

     

    - 20 - 

     

    

    
    


         (f) Upon the occurrence of any Event of Default, each
Swing Line Loan then outstanding shall automatically be converted to a Revolving
Loan (which shall be a Prime Rate Advance) in an aggregate amount equal to the
principal amount of all outstanding Swing Line Loans outstanding as of the end
of the immediately preceding day. Each Bank shall be deemed to have purchased
participating interests in such Revolving Loan in an amount equal to the amount
of such Revolving Loan multiplied by such Bank’s Revolving Percentage. The
Administrative Agent shall promptly notify each Bank of the unpaid amount of the
Swing Line Loans and of such Bank’s respective participation in the Revolving
Loan. Each Bank shall make available to the Administrative Agent for payment to
the Swing Line Bank an amount equal to its respective participation therein
(including without limitation its pro rata share of accrued but unpaid interest thereon), in same day funds, at
the office of the Administrative Agent specified in such notice, not later than
11:00 a.m. (Minneapolis time), on the Business Day after the date the
Administrative Agent so notifies each Bank. In the event that any Bank fails to
make available to the Administrative Agent the amount of such Bank’s
participation in such unpaid amount on such date (the “Swing Line Default Payment Date”)
as provided herein, the Swing Line Bank shall be entitled to recover such amount
on demand from such Bank together with interest thereon at a rate per annum
equal to the Federal Funds Rate for each day during the period between the Swing
Line Default Payment Date and the date on which such Bank makes available its
participation in such unpaid amount. The failure of any Bank to make available
to the Administrative Agent its pro rata share of any such unpaid amount shall
not relieve any other Bank of its obligations hereunder to make available to the
Administrative Agent its pro rata share of such unpaid amount on the Swing Line
Default Payment Date. The Administrative Agent shall distribute to each Bank
which has paid all amounts payable by it under this Section 2.3(f) with respect
to the unpaid amount of any converted Swing Line Loan, such Bank’s pro rata
share of all payments received by the Administrative Agent from the Borrower in
repayment of such converted Swing Line Loan when such payments are received.
Notwithstanding anything to the contrary herein, each Bank which has paid all
amounts payable by it under this Section 2.3(f) shall have a direct right to
repayment of such amounts from the Borrowers subject to the procedures for
repaying Banks set forth in this Section 2.3.

     

         (g) Each Bank’s obligation to purchase participating
interests pursuant to Section 2.3(d) and Section 2.3(f) in the amount required
under such section shall be absolute and unconditional and shall not be affected
by any circumstance including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Bank may have
against any other Bank or the Borrowers, or the Borrowers may have against any
Bank or any other Person, as the case may be, for any reason whatsoever; (ii)
the occurrence or continuance of a Default or Event of Default; (iii) any
adverse change in the condition (financial or otherwise) of the Borrowers; (iv)
any breach of this Agreement by any party hereto; (v) the failure to satisfy any
condition to the making of any Loan hereunder; or (vi) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.


     

         Section 2.4 Notes.
The Revolving Loans of each Bank shall be evidenced by a single Revolving Note
payable to the order of such Bank in a principal amount equal to such Bank’s
Revolving Commitment Amount originally in effect. The Swing Line Loans shall be
evidenced by a single Swing Line Note payable to the order of the Swing Line
Bank in the principal amount of the Swing Line Commitment originally in effect.
Upon receipt of each Bank’s Notes from the Borrowers, the Administrative Agent
shall mail such Notes to such Bank. Each Bank shall enter in its ledgers and
records the amount of each Revolving Loan, the various Advances made, converted
or continued and the payments made thereon, and each Bank is authorized by the
Borrowers to enter on a schedule attached to its Revolving Note, as appropriate,
a record of such Revolving Loans, Advances and payments; provided, however that
the failure by any Bank to make any such entry or any error in making such entry
shall not limit or otherwise affect the obligation of the Borrowers hereunder
and on the Notes, and, in all events, the principal amounts owing by the Borrowers in respect of the Revolving
Notes shall be the aggregate amount of all Revolving Loans made by the Banks
less all payments of principal thereof made by the
Borrowers. 

     

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         Section 2.5 Conversions and Continuations. On the terms and subject to the limitations hereof,
the Borrowers shall have the option at any time and from time to time to convert
all or any portion of the Advances into Prime Rate Advances or Eurodollar Rate
Advances, or to continue a Eurodollar Rate Advance as such; provided, however
that a Eurodollar Rate Advance may be converted or continued only on the last
day of the Interest Period applicable thereto and no Advance may be converted to
or continued as a Eurodollar Rate Advance if a Default or Event of Default has
occurred and is continuing on the proposed date of continuation or conversion.
Advances may be converted to, or continued as, Eurodollar Rate Advances only in
integral multiples, as to the aggregate amount of the Advances of all Banks so
converted or continued, of $500,000. The Borrowers’ Agent shall give the
Administrative Agent written notice of any continuation or conversion of any
Advances and such notice must be given so as to be received by the
Administrative Agent not later than 11:00 a.m. (Minneapolis time) two Eurodollar
Business Days prior to requested date of conversion or continuation in the case
of the continuation of, or conversion to, Eurodollar Rate Advances and on the
date of the requested conversion to Prime Rate Advances. Each such notice shall
specify (a) the amount to be continued or converted, (b) the date for the
continuation or conversion (which must be (i) the last day of the preceding
Interest Period for any continuation or conversion of Eurodollar Rate Advances,
and (ii) a Eurodollar Business Day in the case of continuations as or
conversions to Eurodollar Rate Advances and a Business Day in the case of
conversions to Prime Rate Advances), and (c) in the case of conversions to or
continuations as Eurodollar Rate Advances, the Interest Period applicable
thereto. Any notice given by the Borrowers’ Agent under this Section shall be
irrevocable. If the Borrowers’ Agent shall fail to notify the Administrative
Agent of the continuation of any Eurodollar Rate Advances within the time
required by this Section, at the option of the Administrative Agent, such
Advances shall, on the last day of the Interest Period applicable thereto, (y)
automatically be continued as Eurodollar Rate Advances with the same Interest
Period or (z) automatically be converted into Prime Rate Advances. All
conversions and continuation of Advances must be made uniformly and ratably
among the Banks.

     

         Section 2.6
Interest Rates, Interest Payments and Default
Interest. 

     

         (a) The Revolving Loans. Interest shall accrue and be payable on the
Revolving Loans as follows: 

     

         (i) Subject to paragraph (iii) below, each Eurodollar
Rate Advance shall bear interest on the unpaid principal amount thereof during
the Interest Period applicable thereto at a rate per annum equal to the sum of
(A) the Adjusted Eurodollar Rate for such Interest Period, plus
(B) the Applicable Margin. 

     

         (ii) Subject to
paragraph (iii) below, each Prime Rate Advance shall bear interest on the unpaid
principal amount thereof at a varying rate per annum equal to the sum of (A) the
Prime Rate, plus
(B) the Applicable Margin. 

     

    - 22 - 

     

    

    
    


         (iii) Upon the occurrence of any Event of Default,
each Advance shall, at the option of the Majority Banks, bear interest until
paid in full at a rate per annum equal to the higher of (A) the rate applicable
to such Advance but for the provisions of this clause (iii) plus
2.0% and (B) the Prime Rate plus
2.0%. 

     

         (iv) Interest shall be payable (A) with respect to
each Eurodollar Rate Advance having an Interest Period of three months or less,
on the last day of the Interest Period applicable thereto; (B) with respect to
any Eurodollar Rate Advance having an Interest Period greater than three months,
on the last day of the Interest Period applicable thereto and on each day that
would have been the last day of the Interest Period for such Advance had
successive Interest Periods of three months duration been applicable to such
Advance; (C) with respect to any Prime Rate Advance, on the last day of each
month; (D) upon any permitted prepayment of a Eurodollar Rate Advance (on the
amount prepaid); (E) with respect to all Advances, on the Termination Date;
provided that interest under paragraph (a)(iii) of this Section shall be payable
on demand. 

     

         (b) Swing Line Loans. Interest shall accrue and be payable on the Swing
Line Loans as follows: 

     

         (i) Each Prime Rate Advance shall bear interest on
the unpaid principal amount thereof at a varying rate per annum equal to the sum
of (A) the Prime Rate, plus
(B) the Applicable Margin. 

     

         (ii) Each Alternate Advance shall bear interest on
the unpaid principal amount thereof at a rate per annum quoted from time to time
by the Swing Line Bank and agreed to by the Borrowers’ Agent. 

     

         (iii) Interest shall be payable with respect to any
Swing Line Loan (A) on the last day of each month; (B) upon any permitted
prepayment of an Alternate Advance (on the amount prepaid); and (C) on the
Termination Date; provided that interest under paragraph (b)(iii) of this
Section shall be payable on demand. 

     

    Section 2.7 Repayment and Mandatory Prepayment.

     

         (a) Repayment Terms. The unpaid principal balance of all Revolving
Notes, together with all accrued and unpaid interest thereon, shall be due and
payable on the Termination Date.

     

         (b) Other Mandatory Prepayments. 

     

         (i) If at any time Total Revolving Outstandings
exceed the Aggregate Revolving Commitment Amounts, the Borrowers shall
immediately repay to the Administrative Agent for the account of the Banks the
amount of such excess. Any such payments shall be applied first against Prime
Rate Advances, then to Alternate Advances and then to Eurodollar Rate Advances
in order starting with the Eurodollar Rate Advances having the shortest time to
the end of the applicable Interest Period. If, after payment of all outstanding
Advances, the Total Revolving Outstandings still exceed the Aggregate Revolving
Commitment Amounts, the remaining amount paid by the Borrowers shall be placed
in the Holding Account. 

     

    - 23 - 

     

    

    
    


         (ii) The Borrowers shall make mandatory principal
prepayments of the Revolving Loans in the manner set forth in Section 8.10 in
amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds
from any offering of capital stock or other equity interest greater than
$10,000,000 by any Borrower or any Subsidiary on the third (3rd) Business Day
following receipt by any Borrower or any Subsidiary of such Net Cash Proceeds.
This provision shall not be deemed to permit any Investment by any Borrower or
any Subsidiary not otherwise permitted hereunder.

     

         Section 2.8 Optional Prepayments. The Borrowers may prepay Prime Rate Advances and
Alternate Advances, in whole or in part, at any time, without premium or
penalty. The Borrowers may prepay Eurodollar Rate Advances, in whole or in part,
at any time; provided that, upon such prepayment, the Borrowers shall pay
to the Banks the amounts, if any, required pursuant to Section 2.25. Any
prepayment shall be accompanied by accrued and unpaid interest on the amount
prepaid and be made by the Borrowers not later than 11:00 a.m. (Minneapolis
time) on the date the Borrowers wish such prepayment to become effective. Each
partial prepayment shall be in an aggregate minimum amount for all the Banks of
$1,000,000 and integral multiples of $500,000 for amounts greater than such
minimum. Except upon an acceleration following an Event of Default or upon
termination of the Revolving Commitments in whole, the Borrowers may pay
Eurodollar Rate Advances only on the last day of the Interest Period applicable
thereto. Amounts paid (unless following an acceleration or upon termination of
the Revolving Commitments in whole) or prepaid on Advances on the Revolving
Loans under this Section may be reborrowed upon the terms and subject to the
conditions and limitations of this Agreement. Amounts paid or prepaid on the
Revolving Loans under this Section shall be for the account of each Bank in
proportion to its share of outstanding Revolving Loans.

     

    Part B -- Terms of the Letter of Credit
Facility 

     

         Section 2.9 Letters of Credit. Upon the terms and subject to the conditions of
this Agreement, the LC Bank agrees to issue Letters of Credit for the account of
the Borrowers from time to time between the Closing Date and the Termination
Date in such amounts as the Borrowers’ Agent shall request up to an aggregate
amount at any time outstanding not exceeding the Total Letter of Credit
Commitment Amount; provided that no Letter of Credit will be issued in any
amount which, after giving effect to such issuance, would cause Total Revolving
Outstandings to exceed the Aggregate Revolving Commitment Amounts.
Notwithstanding any provision herein to the contrary, each letter of credit
issued pursuant to the Existing Credit Agreement that is currently outstanding
and identified on Schedule 2.9 hereto shall constitute a Letter of Credit
hereunder. 

     

    - 24 - 

     

    

    
    


         Section 2.10
Procedures for Letters of Credit. Each request for a Letter of Credit shall be made
by the Borrowers’ Agent in writing, by telex, facsimile transmission or
electronic conveyance received by the LC Bank and the Administrative
Agent by 11:00 a.m. (Minneapolis time) on a Business Day which is not less than
one Business Day preceding the requested date of issuance (which shall also be a
Business Day). Each request for a Letter of Credit shall be deemed a
representation by the Borrowers that on the date of issuance of such Letter of
Credit and after giving effect thereto the conditions specified in Article III
have been and will be satisfied. The LC Bank may require that such request be
made on such letter of credit application and reimbursement agreement form as
the LC Bank may from time to time specify, along with satisfactory evidence of
the authority and incumbency of the officials of the Borrowers’ Agent making
such request. The LC Bank shall promptly notify the Administrative Agent and
other Banks of the receipt of the request and the matters specified therein. On
the date of each issuance of a Letter of Credit the LC Bank shall send notice to
the other Banks of such issuance, accompanied by a copy of the Letter or Letters
of Credit so issued.

     

         Section 2.11 Terms of Letters of Credit. Letters of Credit shall be issued in support of
obligations of the Borrowers. All Letters of Credit must expire not later than
364 days from the date of issuance (subject to renewal). As to each Letter of
Credit that will be outstanding as of the Revolving Commitment Ending Date or as
of the termination of the Commitments pursuant to Section 2.14, no further
renewal of any such Letter of Credit shall occur, and the Borrower shall provide
prior to the issuance of such Letter of Credit, (i) cash collateral in an amount
reasonably satisfactory to the LC Bank, or (ii) one or more irrevocable letters
of credit in form and substance, and issued by a bank, reasonably satisfactory
to the LC Bank pursuant to which the LC Bank is entitled to recover the maximum
amount at any time payable under such Letter of Credit, plus all costs and fees
then or thereafter payable with respect to such Letter of Credit under the terms
of this Agreement.

     

         Section 2.12 Agreement to Repay Letter of Credit
Drawings. If the LC Bank has
received documents purporting to draw under a Letter of Credit that the LC Bank
believes conform to the requirements of the Letter of Credit, or if the LC Bank
has decided that it will comply with the Borrowers’ Agent’s written or oral
request or authorization to pay a drawing on any Letter of Credit that the LC
Bank does not believe conforms to the requirements of the Letter of Credit, it
will notify the Borrowers’ Agent of that fact. The Borrowers shall reimburse the
LC Bank by 9:30 a.m. (Minneapolis time) on the day on which such drawing is to
be paid in Immediately Available Funds in an amount equal to the amount of such
drawing. Any amount by which the Borrowers have failed to reimburse the LC Bank
for the full amount of such drawing by 10:00 a.m. on the date on which the LC
Bank in its notice indicated that it would pay such drawing, until reimbursed
from the proceeds of Loans pursuant to Section 2.15 or out of funds available in
the Holding Account, is an “Unpaid Drawing.” 

     

    - 25 - 

     

    

    
    

     

    
           Section 2.13 Obligations Absolute. The obligation of the Borrowers under Section 2.12
to repay the LC Bank for any amount drawn on any Letter of Credit and to repay
the Banks for any Revolving Loans made under Section 2.15 to cover Unpaid
Drawings shall be absolute, unconditional and irrevocable, shall continue for so
long as any Letter of Credit is outstanding notwithstanding any termination of
this Agreement, and shall be paid strictly in accordance with the terms of this
Agreement, under all circumstances whatsoever, including without limitation the
following circumstances:


    

         (a) Any lack of
validity or enforceability of any Letter of Credit; 

     

         (b) The existence of any claim, setoff, defense or
other right which the Borrowers may have or claim at any time against any
beneficiary, transferee or holder of any Letter of Credit (or any Person for
whom any such beneficiary, transferee or holder may be acting), the LC Bank or
any Bank or any other Person, whether in connection with a Letter of Credit,
this Agreement, the transactions contemplated hereby, or any unrelated
transaction; or 

     

         (c) Any statement or any other document presented
under any Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate
in any respect whatsoever. 

     

    Neither the LC Bank nor any
Bank nor officers, directors or employees of any thereof shall be liable or
responsible for, and the obligations of the Borrowers to the LC Bank and the
Banks shall not be impaired by: 

     

         (i) The use which may be made of any Letter of Credit
or for any acts or omissions of any beneficiary, transferee or holder thereof in
connection therewith; 

     

         (ii) The validity, sufficiency or genuineness of
documents, or of any endorsements thereon, even if such documents or
endorsements should, in fact, prove to be in any or all respects invalid,
insufficient, fraudulent or forged; 

     

         (iii) The acceptance by the LC Bank of documents that
appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary; or


     

         (iv) Any other action of the LC Bank in making or
failing to make payment under any Letter of Credit if in good faith and in
conformity with U.S. or foreign laws, regulations or customs applicable thereto.


     

    Notwithstanding the foregoing,
the Borrowers shall have a claim against the LC Bank, and the LC Bank shall be
liable to the Borrowers, to the extent, but only to the extent, of any direct,
as opposed to consequential, damages suffered by the Borrowers which the
Borrowers prove were caused by the LC Bank’s willful misconduct or gross
negligence in determining whether documents presented under any Letter of Credit
comply with the terms thereof. 

     

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    Part C -- General 

     

         Section 2.14
Changes to Revolving Commitment
Amounts.

     

         (a) Optional Reduction or Termination. The Borrowers may, at any time, upon not less than
three (3) Business Days prior written notice to the Administrative Agent from
the Borrowers’ Agent, reduce the Revolving Commitment Amounts, ratably, with any
such reduction in a minimum aggregate amount for all the Banks of $5,000,000,
or, if more, in an integral multiple of
$1,000,000; provided, however, that the Borrowers may not at any time reduce the
Aggregate Revolving Commitment Amounts below the Total Revolving Outstandings.
The Borrowers may, at any time when there are no Letters of Credit outstanding,
upon not less than three (3) Business Days prior written notice to the
Administrative Agent from the Borrowers’ Agent, terminate the Revolving
Commitments in their entirety. Upon termination of the Revolving Commitments
pursuant to this Section, the Swing Line Commitment shall terminate
automatically and the Borrowers shall pay to the Administrative Agent for the
account of the Banks the full amount of all outstanding Advances for Revolving
Loans and Swing Line Loans, all accrued and unpaid interest thereon, all unpaid
Revolving Commitment Fees accrued to the date of such termination, any
indemnities payable with respect to Advances pursuant to Section 2.24 and all
other unpaid Obligations of the Borrowers to the Administrative Agent and the
Banks hereunder. 

     

         (b) Increase of Revolving Commitment
Amount. 

     

         (i) Provided there
exists no Default or Event of Default, the Borrowers may from time to time upon written notice
to the Administrative Agent from the Borrowers’ Agent, request an increase in
the Aggregate Revolving Commitment Amounts by an aggregate amount not exceeding
$125,000,000; provided, however, that (i) any such request for an increase shall be
in a minimum amount of $10,000,000 or any integral multiple of $5,000,000 in
excess thereof, (ii) the Borrowers may make a maximum of two such requests, and
(iii) after giving effect to such request, neither the Total Revolving
Outstandings nor the Aggregate Revolving Commitment Amounts shall exceed
$450,000,000. At the time of sending such written notice, the Borrowers’ Agent
(in consultation with the Administrative Agent) shall specify the time period
within which each Bank is requested to respond (which shall in no event be less
than ten Business Days from the date of delivery of such notice to the
Banks).

     

         (ii) Each Bank shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Revolving
Commitment and, if so, whether by an amount equal to, greater than, or less than
its Revolving Percentage of such requested increase. Any Bank not responding
within such time period shall be deemed to have declined to increase its
Revolving Commitment. No Bank shall have any obligation, express or implied, to
increase its Revolving Commitment. 

     

         (iii) The Administrative Agent shall notify the
Borrowers’ Agent and each Bank of the Banks’ responses to each request made
hereunder. To achieve the full amount of a requested increase and subject to the
approval of the Administrative Agent and the LC Banks (which approvals shall not
be unreasonably withheld), the Borrowers’ Agent may also invite additional
eligible assignees to become Banks pursuant to a joinder agreement in form and
substance satisfactory to the Administrative Agent and its counsel.


     

    - 27 - 

     

    

    
    


         (iv) If the Aggregate Revolving Commitment Amounts
are increased in accordance with this Section 2.14(b), the Administrative Agent
and the Borrowers’ Agent shall determine the effective date (the “Increase Effective Date”)
and the final allocation of such increase. The Administrative Agent shall
promptly notify the Borrowers’ Agent and the Banks of the final allocation of
such increase and the Increase Effective Date. 

     

         (v) In the event of an increase in the Aggregate
Revolving Commitment Amounts pursuant to this Section 2.14(b), the Banks (new or
existing) shall accept an assignment from the existing Banks and the existing
Banks shall make an assignment to the new or existing Banks accepting a new or
increased Revolving Commitment Amount, of an interest in each then outstanding
Revolving Loan and Swing Line Loan such that, after giving effect thereto, all
Revolving Loans and Swing Line Loans are held ratably by the Banks in proportion
to their respective Revolving Commitment Amount. Assignments pursuant to the
preceding sentence shall be made in exchange for the principal amount assigned
plus accrued and unpaid interest and shall not be subject to the assignment fee
set forth in Section 9.6. 

     

         (vi) As a condition precedent to such increase, the
Borrowers’ Agent shall (i) deliver to the Administrative Agent a certificate
dated as of the Increase Effective Date (in sufficient copies for each Bank),
signed by a senior officer of the Borrowers’ Agent, (A) certifying and attaching
the resolutions adopted by the Borrowers approving or consenting to such
increase, and (B) certifying that, before and after giving effect to such
increase, (1) the representations and warranties contained in Article IV and the other Loan Documents are true and correct on
and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct as of such earlier date, and (2) no Default or
Event of Default exists.

     

         Section 2.15 Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there
are not then funds in the Holding Account to cover the same, the Administrative
Agent shall give the other Banks notice to that effect, specifying the amount
thereof, in which event each Bank is authorized (and the Borrowers do here so
authorize each Bank) to, and shall, make a Revolving Loan (as a Prime Rate
Advance) to the Borrowers in an amount equal to such Bank’s Revolving Percentage
of the amount of the Unpaid Drawing. The Administrative Agent shall notify each
Bank by 11:00 a.m. (Minneapolis time) on the date such Unpaid Drawing occurs of
the amount of the Revolving Loan to be made by such Bank. Notices received after
such time shall be deemed to have been received on the next Business Day. Each
Bank shall then make such Revolving Loans (regardless of noncompliance with the
applicable conditions precedent specified in Article III hereof and regardless
of whether an Event of Default then exists) and each Bank shall provide the
Administrative Agent with the proceeds of such Revolving Loan in Immediately
Available Funds, at the office of the Administrative Agent, not later than 2:00
p.m. (Minneapolis time) on the day on which such Bank received such notice (or,
in the case of notices received after 11:00 a.m., Minneapolis time, is deemed to
have received such notice).

     

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    The Administrative Agent shall
apply the proceeds of such Revolving Loans directly to reimburse the LC Bank for
such Unpaid Drawing. If any portion of any such amount paid to the
Administrative Agent should be recovered by or on behalf of the Borrowers from
the LC Bank in bankruptcy, by assignment for the benefit of creditors or
otherwise, the loss of the amount so recovered shall be ratably shared between
and among the Banks in the manner contemplated by Section 8.10 hereof. If at the
time the Banks make funds available to the Administrative Agent pursuant to the
provisions of this Section, the applicable conditions precedent specified in
Article III shall not have been satisfied, the Borrowers shall pay to the
Administrative Agent for the account of the Banks interest on the funds so
advanced at a floating rate per annum equal to the sum of the Prime Rate plus
the Applicable Margin for Prime Rate Advances plus two percent (2.00%). If for
any reason any Bank is unable to make a Revolving Loan to the Borrowers to
reimburse the LC Bank for an Unpaid Drawing, then such Bank shall immediately
purchase from the LC Bank a risk participation in such Unpaid Drawing, at par,
in an amount equal to such Bank’s Revolving Percentage of the Unpaid
Drawing.

     

         Section 2.16
Fees.


     

         (a) Revolving Commitment Fee. The Borrowers shall pay to the Administrative Agent for the account of each Bank
fees (the “Revolving Commitment Fees”)
in an amount equal to the product of (i) the Applicable Fee Percentage
times
(ii) the average daily Unused Revolving Commitment (but excluding the Swing Line
Commitment, Commercial Letters of Credit and Standby Letters of Credit) of such
Bank as of the last day of each quarter. Such Revolving Commitment Fees are
payable in arrears quarterly on the last day of each quarter and on the
Termination Date. 

     

         (b) Agency Fee. The Borrowers shall pay to the Administrative Agent
the fees set forth in the separate letter agreement dated as of the date hereof
between the Administrative Agent and the Borrowers’ Agent. Such fees shall be
paid on the Closing Date and at such other times as may be required pursuant to
the terms of such letter agreement.

     

         (c) Standby Letter of Credit Fees. For each Standby Letter of Credit issued, the
Borrowers shall pay to the Administrative Agent for the account of the Banks a
fee (the “Letter of Credit Fee”) in an amount equal to the product of (i) the
Applicable LC Fee Percentage multiplied by (ii) the amount available to be drawn
under such Standby Letter of Credit from time to time for the period from the
date of issuance of such Standby Letter of Credit to the expiration of such
Standby Letter of Credit.
Such fee shall be payable in
arrears quarterly on the last day of each quarter, commencing with the first
such date after the issuance of such Standby Letter of Credit, and on the
expiration date of such Standby Letter of Credit. In addition to the Letter of
Credit Fee, the Borrowers shall pay to the LC Bank, on demand, all issuance,
amendment, drawing and other fees regularly charged by the LC Bank to its letter
of credit customers and all out-of-pocket expenses incurred by the LC Bank in
connection with the issuance, amendment, administration or payment of any Letter
of Credit. 

     

    - 29 - 

     

    

    
    


         (d) Commercial Letter of Credit Fees. For each Commercial Letter of Credit issued, the
Borrowers shall pay to the LC Bank an amount agreed upon by the LC Bank and the
Borrowers. 

     

         Section 2.17 Computation. Computation of interest on Prime Rate Advances
shall be calculated on the basis of a year of 365 or 366 days, as the case may
be, and the actual number of days elapsed. Computation of all other types of
interest and all fees shall be calculated on the basis of actual days elapsed
and a year of 360 days. 

     

         Section 2.18 Payments. Payments and prepayments of principal of, and
interest on, the Notes and all fees, expenses and other obligations under this
Agreement payable to the Administrative Agent or the Banks shall be made without
setoff or counterclaim in Immediately Available Funds not later than 9:30 a.m.
(Minneapolis time) on the dates called for under this Agreement and the Notes to
the Administrative Agent at its main office in Minneapolis, Minnesota. Funds
received after such time shall be deemed to have been received on the next
Business Day. The Administrative Agent will promptly distribute in like funds to
each Bank its ratable share of each such payment of principal, interest and fees
received by the Administrative Agent for the account of the Banks. Whenever any
payment to be made hereunder or on the Notes shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time, in the case of a payment of principal,
shall be included in the computation of any interest on such principal payment;
provided, however, that if such extension would cause payment of interest on or
principal of a Eurodollar Rate Advance to be made in the next following calendar
month, such payment shall be made on the first preceding Business Day.


     

         Section 2.19 Use of Loan Proceeds. The proceeds of the Revolving Loans shall be used
for the Borrowers’ general business purposes, including working capital support,
in a manner not in conflict with any of the Borrowers’ covenants in this
Agreement, and to (i) refinance Swing Line Loans as provided in subsection
2.3(c) and (ii) pay off Unpaid Drawings as provided in subsection 2.15.


     

         Section 2.20 Interest Rate Not Ascertainable,
Etc. If, on or prior to the date
for determining the Adjusted Eurodollar Rate in respect of the Interest Period
for any Eurodollar Rate Advance, any Bank determines (which determination shall
be conclusive and binding, absent error) that: 

     

         (a) deposits in dollars (in the applicable amount)
are not being made available to such Bank in the relevant market for such
Interest Period, or 

     

         (b) the Adjusted Eurodollar Rate will not adequately
and fairly reflect the cost to such Bank of funding or maintaining Eurodollar
Rate Advances for such Interest Period, 

     

    such Bank shall forthwith give
notice to the Borrowers’ Agent and the other Banks of such determination,
whereupon the obligation of such Bank to make or continue, or to convert any
Advances to, Eurodollar Rate Advances shall be suspended until such Bank
notifies the Borrowers’ Agent and the Administrative Agent that the
circumstances giving rise to such suspension no longer exist. While any such
suspension continues, all further Advances by such Bank shall be made as Prime
Rate Advances. No such suspension shall affect the interest rate then in effect
during the applicable Interest Period for any Eurodollar Rate Advance
outstanding at the time such suspension is imposed.

     

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         Section 2.21
Increased Cost. If any Regulatory Change: 

     

         (a) shall subject any Bank (or its Applicable Lending
Office) to any tax, duty or other charge with respect to its Eurodollar Rate
Advances, its Notes or its obligation to make Eurodollar Rate Advances or shall
change the basis of taxation of payment to any Bank (or its Applicable Lending
Office) of the principal of or interest on its Eurodollar Rate Advances or any
other amounts due under this Agreement in respect of its Eurodollar Rate
Advances or its obligation to make Eurodollar Rate Advances (except for changes
in the rate of tax on the overall net income of such Bank or its Applicable
Lending Office imposed by the jurisdiction in which such Bank’s principal office
or Applicable Lending Office is located); or 

     

         (b) shall impose, modify or deem applicable any
reserve, special deposit or similar requirement (including, without limitation,
any such requirement imposed by the Board, but excluding with respect to any
Eurodollar Rate Advance any such requirement to the extent included in
calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits
with or for the account of, or credit extended by, any Bank’s Applicable Lending
Office or against Letters of Credit issued by the Administrative Agent or shall
impose on any Bank (or its Applicable Lending Office) or the interbank
Eurodollar market any other condition affecting its Eurodollar Rate Advances,
its Notes or its obligation to make Eurodollar Rate Advances or affecting any
Letter of Credit; 

     

    and the result of any of the
foregoing is to increase the cost to such Bank (or its Applicable Lending
Office) of making or maintaining any Eurodollar Rate Advance or issuing or
maintaining any Letter of Credit, or to reduce the amount of any sum received or
receivable by such Bank (or its Applicable Lending Office) under this Agreement
or under its Notes, then, within 30 days after demand by such Bank (with a copy
to the Administrative Agent), the Borrowers shall pay to such Bank such
additional amount or amounts as will compensate such Bank for such increased
cost or reduction. Each Bank will promptly notify the Borrowers’ Agent and the
Administrative Agent of any event of which it has knowledge, occurring after the
date hereof, which will entitle such Bank to compensation pursuant to this
Section and will designate a different Applicable Lending Office if such
designation will avoid the need for, or reduce the amount of, such compensation
and will not, in the judgment of such Bank, be otherwise disadvantageous to such
Bank. If any Bank fails to give such notice within 45 days after it obtains
knowledge of such an event, such Bank shall, with respect to compensation
payable pursuant to this Section, only be entitled to payment under this Section
for costs incurred from and after the date 45 days prior to the date that such
Bank does give such notice; provided, however, that to the extent such
additional amounts accrue during such period due to the retroactive effect of
the applicable Regulatory Change promulgated during the period prior to the
Borrowers’ Agent’s receipt of such notice, the limitation set forth in this
sentence shall not apply. A certificate of any Bank claiming compensation under
this Section, setting forth the additional amount or amounts to be paid to it
hereunder and stating in reasonable detail the basis for the charge and the
method of computation, shall be conclusive in the absence of error. In
determining such amount, any Bank may use any reasonable averaging and
attribution methods. Failure on the part of any Bank to demand compensation for
any increased costs or reduction in amounts received or receivable with respect
to any Interest Period shall not constitute a waiver of such Bank’s rights to
demand compensation for any increased costs or reduction in amounts received or
receivable in any subsequent Interest Period.

     

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         Section 2.22 Illegality. If any Regulatory Change shall make it unlawful or
impossible for any Bank to make, maintain or fund any Eurodollar Rate Advances,
such Bank shall notify the Borrowers’ Agent and the Administrative Agent,
whereupon the obligation of such Bank to make or continue, or to convert any
Advances to, Eurodollar Rate Advances shall be suspended until such Bank
notifies the Borrowers’ Agent and the Administrative Agent that the
circumstances giving rise to such suspension no longer exist. Before giving any
such notice, such Bank shall designate a different Applicable Lending Office if
such designation will avoid the need for giving such notice and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank
determines that it may not lawfully continue to maintain any Eurodollar Rate
Advances to the end of the applicable Interest Periods, all of the affected
Advances shall be automatically converted to Prime Rate Advances as of the date
of such Bank’s notice, and upon such conversion the Borrowers shall indemnify
such Bank in accordance with Section 2.24. 

     

         Section 2.23 Capital Adequacy. In the event that any Regulatory Change reduces or
shall have the effect of reducing the rate of return on any Bank’s capital or
the capital of its parent corporation (by an amount such Bank deems material) as
a consequence of its Commitments and/or its Loans and/or any Letters of Credit
or any Bank’s obligations to make Advances to cover Letters of Credit to a level
below that which such Bank or its parent corporation could have achieved but for
such Regulatory Change (taking into account such Bank’s policies and the
policies of its parent corporation with respect to capital adequacy), then the
Borrowers shall, within 30 days after written notice and demand from such Bank
to the Borrowers’ Agent (with a copy to the Administrative Agent), pay to such
Bank additional amounts sufficient to compensate such Bank or its parent
corporation for such reduction. If any Bank fails to give such notice within 45
days after it obtains knowledge of such an event, such Bank shall, with respect
to compensation payable pursuant to this Section, only be entitled to payment
under this Section for diminished returns as a result of such reduction for the
period from and after the date 45 days prior to the date that such Bank does
give such notice; provided, however, that to the extent such additional amounts
accrue during such period due to the retroactive effect of the applicable
Regulatory Change promulgated during the period prior to the Borrowers’ Agent’s
receipt of such notice, the limitation set forth in this sentence shall not
apply. Any determination by such Bank under this Section and any certificate as
to the amount of such reduction given to the Borrowers by such Bank shall be
final, conclusive and binding for all purposes, absent error. 

     

         Section 2.24 Funding Losses; Eurodollar Rate
Advances. The Borrowers shall
compensate each Bank, upon its written request to the Borrowers’ Agent, for all
losses, expenses and liabilities (including any interest paid by such Bank to
lenders of funds borrowed by it to make
or carry Eurodollar Rate Advances to the extent not recovered by such Bank in
connection with the re-employment of such funds and including loss of
anticipated profits) which such Bank may sustain: (i) if for any reason, other
than a default by such Bank, a funding of a Eurodollar Rate Advance does not
occur on the date specified therefor in the Borrowers’ Agent’s request or notice
as to such Advance under Section 2.2 or 2.4, or (ii) if, for whatever reason
(including, but not limited to, acceleration of the maturity of Advances
following an Event of Default), any repayment of a Eurodollar Rate Advance, or a
conversion pursuant to Section 2.22, occurs on any day other than the last day
of the Interest Period applicable thereto. A Bank’s request for compensation
shall set forth the basis for the amount requested and shall be final,
conclusive and binding, absent manifest error. 

     

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        Section 2.25
Discretion of Banks as to Manner of
Funding. Each Bank shall
be entitled to fund and maintain its funding of Eurodollar Rate Advances in any
manner it may elect, it being understood, however, that for the purposes of this
Agreement all determinations hereunder (including, but not limited to,
determinations under Section 2.24) shall be made as if such Bank had actually
funded and maintained each Eurodollar Rate Advance during the Interest Period
for such Advance through the purchase of deposits having a maturity
corresponding to the last day of the Interest Period and bearing an interest
rate equal to the Eurodollar Rate for such Interest Period. 

     

        Section 2.26
Taxes. (a) Any and all payments by the Borrowers
hereunder or under the Notes shall be made free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions,
charges of withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank and the
Administrative Agent, taxes imposed on its overall net income, and franchise
taxes imposed on it in lieu of net income taxes (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities in respect of
payments hereunder or under the Notes being hereinafter referred to as
“Taxes”). 

     

           (b) The Borrowers
agree to pay any present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies that arise from any payment
made hereunder or under the Notes or from the execution, delivery or
registration of, performing under, or otherwise with respect to, this Agreement
or the Notes (hereinafter referred to as “Other Taxes”). 

     

           (c) The Borrowers
shall indemnify each Bank and the Administrative Agent for the full amount of
Taxes or Other Taxes imposed on or paid by such Bank or the Administrative Agent
and any penalties, interest and expenses with respect thereto. Payments on this
indemnification shall be made within 30 days from the date such Bank or the
Administrative Agent makes written demand therefor. 

     

           (d) Within thirty
(30) days after the date of any payment of Taxes, the Borrowers shall furnish to
the Administrative Agent, at its address referred to on the signature page
hereof a certified copy of a receipt evidencing payment thereof. In the case of
any payment hereunder or under the Notes by or on behalf of the Borrowers
through an account or branch outside the United States or by or on behalf of the
Borrowers by a payor that is not a United States person, if the Borrowers
determine that no Taxes are payable in respect thereof, the Borrowers shall
furnish or shall cause such payor to furnish, to the Administrative Agent, at
such address, an opinion of counsel acceptable to the Administrative Agent
stating that such payment is exempt from Taxes. For purposes of this subsection
(d) and subsection (e), the terms “United States” and “United States person”
shall have the meanings specified in Section 7701 of the Code. 

     

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           (e) Each Bank, as of
the date it becomes a party hereto, represents to the Borrowers and the
Administrative Agent that it is either (i) organized under the laws of the
United States or any State thereof or (ii) is entitled to complete exemption
from United States withholding tax imposed on or with respect to any payments,
including fees, to be made pursuant to this Agreement (x) under an applicable
provision of a tax convention to which the United States is a party or (y)
because it is acting through a branch, agency or office in the United States and
any payment to be received by it hereunder is effectively connected with a trade
or business in the United States. Each Bank that is not a United States person
(as such term is defined in Section 7701(a)(30) of the Code) shall submit to the
Borrowers’ Agent and the Administrative Agent, on or before the day on which
such Bank becomes a party hereto, duly completed and signed copies of either
Form W-8BEN or Form W-8ECI of the United States Internal Revenue Service, or
appropriate successor forms. Form W-8BEN shall include such Bank’s United States
taxpayer identification number if required under then current regulations to
claim exemption from withholding pursuant to a tax convention. Thereafter and
from time to time, each such Bank shall submit to the Borrowers’ Agent and the
Administrative Agent such additional duly completed and signed copies of one or
the other of such Forms (or such successor Forms as shall be adopted from time
to time by the relevant United States taxing authorities) as may be (i)
reasonably requested by the Borrowers’ Agent or the Administrative Agent and
(ii) required and permitted under then-current United States law or regulations
to avoid United States withholding taxes on payments in respect of all payments
to be received by such Bank hereunder. Upon the request of the Borrowers’ Agent
or the Administrative Agent, each Bank that is a United States person (as such
term is defined in Section 7701(a)(30) of the Code) shall submit to the
Borrowers’ Agent and the Administrative Agent a certificate on Internal Revenue
Service Form W-9 or such substitute form as is reasonably satisfactory to the
Borrowers’ Agent and the Administrative Agent to the effect that it is such a
United States person. 

     

           (f) If the Borrowers
shall be required by law or regulation to make any deduction, withholding or
backup withholding of any taxes, levies, imposts, duties, fees, liabilities or
similar charges of the United States of America, any possession or territory of
the United States of America (including the Commonwealth of Puerto Rico) or any
area subject to the jurisdiction of the United States of America (“U.S. Taxes”) from any payments to a Bank pursuant to any
Loan Document in respect of the Obligations payable to such Bank then or
thereafter outstanding, the Borrowers shall make such withholdings or deductions
and pay the full amount withheld or deducted to the relevant taxation authority
or other authority in accordance with applicable law. 

     

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    ARTICLE III


    CONDITIONS PRECEDENT 

     

        Section 3.1
Conditions of Initial
Transaction. The making of
the initial Revolving Loans, the initial Swing Line Loan, and the issuance of
the initial Letter of Credit shall be subject to the prior or simultaneous
fulfillment of the following conditions: 

     

        (a) Documents. The Administrative Agent shall have received
the following in sufficient counterparts (except for the Notes) for each
Bank:

     

        (i) A Revolving Note
drawn to the order of each Bank and, for the account of the Swing Line Lender,
the Swing Line Note, executed by a duly authorized officer (or officers) of the
Borrowers and dated the Closing Date. 

     

        (ii) A certificate of
the Secretary or Assistant Secretary of each Borrower dated as of the Closing
Date and certifying as to the following: 

     

        (A) A true and
correct copy of the corporate, company or limited partnership resolutions, as
applicable, of such Borrower authorizing the execution, delivery and performance
of the Loan Documents to which such Borrower is a party contemplated hereby and
thereby; 

     

        (B) The incumbency,
names, titles and signatures of the officers of such Borrower authorized to
execute the Loan Documents to which such Borrower is a party and to request
Advances; 

     

        (C) A true and
correct copy of the Articles of Incorporation, Certificate of Formation or
Certificate of Limited Partnership, as applicable, of such Borrower, with all
amendments thereto, certified by the appropriate governmental official of the
jurisdiction of its formation as of a date not more than 30 days prior to the
Closing Date; and 

     

        (D) A true and
correct copy of the bylaws, operating or formation agreement or limited
partnership agreement, as applicable, for such Borrower. 

     

        (iii) A certificate
of good standing for each Borrower in the jurisdiction of its formation and in
each State in which the character of the properties owned or leased by such
Borrower or the business conducted by such Borrower makes such qualification
necessary, certified by the appropriate governmental officials as of a date not
more than 30 days prior to the Closing Date. 

     

        (iv) A certificate
dated the Closing Date of the president, any vice president or the director of
accounting and finance of each Borrower certifying as to the matters set forth
in Sections 3.2 (a) and (b) below. 

     

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        (v) A notice of
authorized borrowers, in form and substance satisfactory to the Administrative
Agent, executed by a duly authorized officer of the Borrowers and dated the
Closing Date. 

     

        (b) Opinion. The Borrowers shall have requested Koley
Jessen, P.C., a limited liability organization, counsel for the Borrowers, to
prepare a written opinion, addressed to the Banks and dated the Closing Date, in
form and substance satisfactory to the Banks, and such opinion shall have been
delivered to the Administrative Agent in sufficient counterparts for each Bank.


     

        (c) Compliance. Each Borrower shall have performed and
complied with all agreements, terms and conditions contained in this Agreement
required to be performed or complied with by such Borrower prior to or
simultaneously with the Closing Date. 

     

        (d) Other Matters. All corporate and legal proceedings relating
to the Borrowers and all instruments and agreements in connection with the
transactions contemplated by this Agreement shall be satisfactory in scope, form
and substance to the Administrative Agent, the Banks and the Administrative
Agent’s special counsel, and the Administrative Agent shall have received all
information and copies of all documents, including records of corporate
proceedings, as any Bank or such special counsel may reasonably have requested
in connection therewith, such documents where appropriate to be certified by
proper corporate or governmental authorities. 

     

        (e) Fees and Expenses. The Administrative Agent shall have received
for itself and for the account of the Banks all fees and other amounts due and
payable by the Borrowers on or prior to the Closing Date, including the
reasonable fees and expenses of counsel to the Administrative Agent payable
pursuant to Section 9.2. 

     

        (f) Unsatisfied Conditions. Any one or more of the conditions set forth
above which have not been satisfied by the Borrowers on or prior to the date of
disbursement of the initial Loan under this Agreement shall not be deemed
permanently waived by the Administrative Agent or any Bank unless the
Administrative Agent or such Bank, as the case may be, shall waive the same in a
writing that expressly states that the waiver is permanent, and in all cases in
which the waiver is not stated to be permanent the Administrative Agent or any
Bank may at any time subsequent thereto insist upon compliance and satisfaction
of any such condition as a condition to any subsequent Loan or Letter of Credit
hereunder and failure by the Borrowers to comply with any such condition within
five (5) Business Day’s written notice from the Administrative Agent or any Bank
to the Borrowers’ Agent shall constitute an Event of Default under this
Agreement. 

     

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          Section 3.2
Conditions Precedent to all Loans and Letters
of Credit. The obligation
of the Banks to make any Revolving Loans hereunder, the agreement of the Swing
Line Bank to make a Swing Line Loan, and of the LC Bank to issue each Letter of
Credit (including the initial Letter of Credit) shall be subject to the
fulfillment of the following conditions: 

       



        (a) Representations and
Warranties. The
representations and warranties contained in Article IV shall be true and correct
on and as of the Closing Date and on the date of each Revolving Loan or Swing
Line Loan or the date of issuance of each Letter of Credit, with the same force
and effect as if made on such date. 

     

        (b) No Default. No Default or Event of Default shall have
occurred and be continuing on the Closing Date and on the date of each Revolving
Loan or Swing Line Loan or the date of issuance of each Letter of Credit or will
exist after giving effect to the Loans made on such date or the Letter of Credit
so issued. 

     

        (c) Notices and Requests. The Administrative Agent shall have received
the Borrowers’ Agent’s request for such Loans as required under Section 2.2 or
the Borrowers’ application for such Letters of Credit specified under Section
2.10. 

     

    ARTICLE IV


    REPRESENTATIONS AND WARRANTIES 

     

        To induce the Banks
to enter into this Agreement and to make Loans hereunder and to induce the LC
Bank to issue Letters of Credit, the Borrowers represent and warrant to the
Banks: 

     

        Section 4.1
Organization, Standing, Etc. Each Borrower is a corporation, limited
liability company or limited partnership duly incorporated or formed and validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or formation and has all requisite corporate power and authority
to carry on its business as now conducted, to enter into this Agreement and to
issue the Notes and to perform its obligations under the Loan Documents. WFB is
a state chartered bank duly formed and validly existing and in good standing
under the laws of the jurisdiction of its formation and has all requisite
association power and authority to carry on its business as now conducted. Each
Borrower and WFB (a) holds all certificates of authority, licenses and permits
necessary to carry on its business as presently conducted in each jurisdiction
in which it is carrying on such business, except where the failure to hold such
certificates, licenses or permits would not constitute a Material Adverse
Occurrence, and (b) is duly qualified and in good standing as a foreign
corporation (or other organization) in each jurisdiction in which the character
of the properties owned, leased or operated by it or the business conducted by
it makes such qualification necessary and the failure so to qualify would
permanently preclude such Borrower from enforcing its rights with respect to any
assets or expose such Borrower to any Material Adverse Occurrence. 

     

        Section 4.2
Authorization and Validity. The execution, delivery and performance by
each Borrower of the Loan Documents have been duly authorized by all necessary
corporate action by such Borrower, and this Agreement constitutes, and the Notes
and other Loan Documents when executed will constitute, the legal, valid and
binding obligations of such Borrower, enforceable against such Borrower in
accordance with their respective terms, subject to limitations as to
enforceability which might result from bankruptcy, insolvency, moratorium and
other similar laws affecting creditors’ rights generally and subject to
limitations on the availability of equitable remedies. 

     

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        Section 4.3
No Conflict; No Default. The execution, delivery and performance by
each Borrower of the Loan Documents will not (a) violate any provision of any
law, statute, rule or regulation or any order, writ, judgment, injunction,
decree, determination or award of any court, governmental agency or arbitrator
presently in effect having applicability to such Borrower, (b) violate or
contravene any provision of the Articles of Incorporation or bylaws of such
Borrower, or (c) result in a breach of or constitute a default under any
indenture, loan or credit agreement or any other agreement, lease or instrument
to which such Borrower is a party or by which it or any of its properties may be
bound or result in the creation of any Lien thereunder. No Borrower nor any
Subsidiary is in default under or in violation of any such law, statute, rule or
regulation, order, writ, judgment, injunction, decree, determination or award or
any such indenture, loan or credit agreement or other agreement, lease or
instrument in any case in which the consequences of such default or violation
could constitute a Material Adverse Occurrence. 

     

        Section 4.4
Government Consent. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with, or
exemption by, any governmental or public body or authority is required on the
part of the Borrowers to authorize, or is required in connection with the
execution, delivery and performance of, or the legality, validity, binding
effect or enforceability of, the Loan Documents. 

     

        Section 4.5
Financial Statements and
Condition. The Borrowers’
audited financial statements as at January 1, 2005, as heretofore furnished to
the Banks, have been prepared in accordance with GAAP on a consistent basis and
fairly present the financial condition of the Borrowers and their Subsidiaries
as at such dates and the results of its operations and changes in financial
position for the respective periods then ended. As of the dates of such
financial statement, no Borrower nor any Subsidiary had any material obligation,
contingent liability, liability for taxes or long-term lease obligation which is
not reflected in such financial statements or in the notes thereto. Since
January 1, 2005, there has been no Material Adverse Occurrence. 

     

        Section 4.6
Litigation. Except as disclosed on Schedule 4.6, there
are no actions, suits or proceedings pending or, to the knowledge of any
Borrower, threatened against or affecting any Borrower or any Subsidiary or any
of its properties before any court or arbitrator, or any governmental
department, board, agency or other instrumentality which, if determined
adversely to such Borrower or Subsidiary, would constitute a Material Adverse
Occurrence, and there are no unsatisfied judgments against any Borrower or
Subsidiary, the satisfaction or payment of which would constitute a Material
Adverse Occurrence. 

     

        Section 4.7
Environmental, Health and Safety
Laws. There does not exist
any violation by any Borrower or Subsidiary of any applicable federal, state or
local law, rule or regulation or order of any government, governmental
department, board, agency or other instrumentality relating to environmental,
pollution, health or safety matters which has, will or threatens to impose a
material liability on such Borrower or Subsidiary or which has required or would
require a material expenditure by such Borrower or Subsidiary to cure. No
Borrower nor any Subsidiary has received any notice to the effect that any part
of its operations or properties is not in material compliance with any such law,
rule, regulation or order or notice that it or its property is the subject of
any governmental investigation evaluating whether any remedial action is needed
to respond to any release of any toxic or hazardous waste or substance into the
environment, which non-compliance or remedial action could reasonably be
expected to constitute a Material Adverse Occurrence. Except as set out on
Schedule 4.7 attached hereto, no Borrower nor any Subsidiary has knowledge that
it or its property will become subject to environmental laws or regulations
during the term of this Agreement, compliance with which could reasonably be
expected to require capital expenditures which would constitute a Material
Adverse Occurrence.

     

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        Section 4.8
ERISA. Each Plan is in substantial compliance with
all applicable requirements of ERISA and the Code and with all material
applicable rulings and regulations issued under the provisions of ERISA and the
Code setting forth those requirements. No Reportable Event has occurred and is
continuing with respect to any Plan. All of the minimum funding standards
applicable to such Plans have been satisfied and there exists no event or
condition which would reasonably be expected to result in the institution of
proceedings to terminate any Plan under Section 4042 of ERISA. With respect to
each Plan subject to Title IV of ERISA, as of the most recent valuation date for
such Plan, the present value (determined on the basis of reasonable assumptions
employed by the independent actuary for such Plan and previously furnished in
writing to the Banks) of such Plan’s projected benefit obligations did not
exceed the fair market value of such Plan’s assets. 

     

        Section 4.9
Federal Reserve Regulations. No Borrower nor any Subsidiary is engaged
principally or as one of its important activities in the business of extending
credit for the purpose of purchasing or carrying margin stock (as defined in
Regulations T, U and X of the Board). The value of all margin stock owned by any
Borrower does not constitute more than 25% of the value of the assets of such
Borrower. 

     

        Section 4.10
Title to Property; Leases; Liens;
Subordination. Each
Borrower and each Subsidiary has (a) good and marketable title to its real
properties and (b) good and sufficient title to, or valid, subsisting and
enforceable leasehold interest in, its other material properties, including all
real properties, other properties and assets, referred to as owned by such
Borrower or such Subsidiary in the most recent financial statement referred to
in Section 5.1 (other than property disposed of since the date of such financial
statements in the ordinary course of business). None of such properties is
subject to a Lien, except as allowed under 6.13. No Borrower has subordinated
any of its rights under any obligation owing to it to the rights of any other
person. 

     

        Section 4.11
Taxes. Each Borrower and each Subsidiary has filed
all federal, state and local tax returns required to be filed and has paid or
made provision for the payment of all taxes due and payable pursuant to such
returns and pursuant to any assessments made against it or any of its property
and all other taxes, fees and other charges imposed on it or any of its property
by any governmental authority (other than taxes, fees or charges the amount or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in accordance with GAAP have been
provided on the books of such Borrower or such Subsidiary) and other than where
any such failure will not result in a Material Adverse Occurrence. No tax Liens
have been filed and no material claims are being asserted with respect to any
such taxes, fees or charges. The charges, accruals and reserves on the books of
each Borrower and each Subsidiary in respect of taxes and other governmental
charges are adequate and such Borrower or such Subsidiary knows of no proposed
material tax assessment against it or any basis therefor.

     

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        Section 4.12
Trademarks, Patents. Each Borrower and each Subsidiary possesses
or has the right to use all of the patents, trademarks, trade names, service
marks and copyrights, and applications therefor, and all technology, know-how,
processes, methods and designs used in or necessary for the conduct of its
business, without known conflict with the rights of others. 

     

        Section 4.13
Burdensome Restrictions. No Borrower nor any Subsidiary is a party to
or otherwise bound by any indenture, loan or credit agreement or any lease or
other agreement or instrument or subject to any charter, corporate or
partnership restriction which would foreseeably constitute a Material Adverse
Occurrence. 

     

        Section 4.14
Force Majeure. Since the date of the most recent financial
statement referred to in Section 5.1, the business, properties and other assets
of the Borrowers and the Subsidiaries have not been materially and adversely
affected in any way as the result of any fire or other casualty, strike,
lockout, or other labor trouble, embargo, sabotage, confiscation, condemnation,
riot, civil disturbance, activity of armed forces or act of God. 

     

        Section 4.15
Investment Company Act. No Borrower nor any Subsidiary is an
“investment company” or a company “controlled” by an investment company within
the meaning of the Investment Company Act of 1940, as amended. 

     

        Section 4.16
Public Utility Holding Company
Act. No Borrower nor any
Subsidiary is a “holding company” or a “subsidiary company” of a holding company
or an “affiliate” of a holding company or of a subsidiary company of a holding
company within the meaning of the Public Utility Holding Company Act of 1935, as
amended. 

     

        Section 4.17
Retirement Benefits. Except as required under Section 4980B of
the Code, Section 601 of ERISA or applicable state law, no Borrower nor any
Subsidiary is obligated to provide post-retirement medical or insurance benefits
with respect to employees or former employees. 

     

        Section 4.18
Full Disclosure. Subject to the following sentence, neither
the financial statements referred to in Section 5.1 nor any other certificate,
written statement, exhibit or report furnished by or on behalf of the Borrowers
in connection with or pursuant to this Agreement contains any untrue statement
of a material fact or omits to state any material fact necessary in order to
make the statements contained therein not misleading. Certificates or statements
furnished by or on behalf of the Borrowers to the Banks consisting of
projections or forecasts of future results or events have been prepared in good
faith and based on good faith estimates and assumptions of the management of the
Borrowers, and the Borrowers have no reason to believe that such projections or
forecasts are not reasonable. 

     

        Section 4.19
Subsidiaries. Except as set forth on Schedule 4.19, no
Borrower has any Subsidiaries. 

     

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        Section 4.20
Labor Matters. There are no pending or threatened strikes,
lockouts or slowdowns against any Borrower or any Subsidiary. No Borrower nor
any Subsidiary has been or is in violation in any material respect of the Fair
Labor Standards Act or any other applicable Federal, state, local or foreign law
dealing with such matters. All payments due from any Borrower or any Subsidiary
on account of wages and employee health and welfare insurance and other benefits
(in each case, except for de minimus amounts), have been paid or accrued as a
liability on the books of such Borrower or such Subsidiary. The consummation of
the transactions contemplated under the Loan Documents will not give rise to any
right of termination or right of renegotiation on the part of any union under
any collective bargaining agreement to which any Borrower or any Subsidiary is
bound. 

     

        Section 4.21
Solvency. After the making of any Loan and after
giving effect thereto: (a) the fair value of the assets of each Borrower, at a
fair valuation, will exceed its debts and liabilities, subordinated, contingent
or otherwise; (b) the present fair saleable value of the property of each
Borrower will be greater than the amount that will be required to pay the
probable liability of its debts and other liabilities, subordinated, contingent
or otherwise, as such debts and other liabilities become absolute and matured;
(c) each Borrower will be able to pay its debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured; and (d) no Borrower will not have unreasonably small capital with which
to conduct the business in which it is engaged as such business is now conducted
and is proposed to be conducted following the Closing Date. 

     

        Section 4.22
Material Contracts. Schedule 4.22 sets forth a complete and
accurate list of all Material Contracts of the Borrowers and the Subsidiaries in
effect as of the Closing Date and not listed on any other Schedule hereto. Other
than as set forth on Schedule 4.22, each such Material Contract is, and after
giving effect to the consummation of the transactions contemplated by the Credit
Agreement will be, in full force and effect in accordance with the terms
thereof. Neither the Borrowers nor any Subsidiary (nor, to the knowledge of the
Borrowers, any other party thereto) is in breach or in default under any
Material Contract in any material respect. 

     

        Section 4.23
Anti-Terrorism Law
Compliance. None of the
Borrowers is subject to or in violation of any law, regulation or list of any
government agency including, without limitation, the U.S. Office of Foreign
Asset Control list, Executive Order 13224 or the USA Patriot Act) that prohibits
or limits the conduct of business with or receiving of funds, goods or services
to or for the benefit of certain Persons specified therein or that prohibits or
limits any Bank from making any Advance or extension of credit to any Borrower
or from otherwise conducting business with any Borrower.

     

    ARTICLE V


    AFFIRMATIVE COVENANTS 

     

        Until all obligations
of the Banks hereunder to make Revolving Loans and of the LC Bank to issue
Letters of Credit shall have expired or been terminated and the Notes and all of
the other Obligations have been paid in full and all outstanding Letters of
Credit shall have expired or the liability of the LC Bank thereon shall have
otherwise been discharged: 

     

    
          Section 5.1
Financial Statements and
Reports. The Borrowers’
Agent will furnish to the Banks: 

       

          (a) As soon as
available and in any event within 90 days after the end of each fiscal year of
the Borrowers, the consolidated financial statements of the Borrowers consisting
of at least statements of income, cash flow and changes in stockholders’ equity,
and a balance sheet as at the end of such year, setting forth in comparative
form corresponding figures from the previous annual audit, certified without
qualification by Deloitte and Touche or other independent certified public
accountants of recognized national standing selected by the Borrowers and
acceptable to the Administrative Agent, together with any management letters,
management reports or other supplementary comments or reports to the Borrowers
or its board of directors furnished by such accountants.

    

     

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        (b) As soon as
available and in any event within 45 days after the end of each quarter,
unaudited consolidated statements of income and cash flow for the Borrowers for
such quarter and for the period from the beginning of such fiscal year to the
end of such quarter, and a consolidated balance sheet of the Borrowers as at the
end of such quarter, setting forth in comparative form figures for the
corresponding period for the preceding fiscal year, accompanied by a certificate
signed by the chief financial officer of the Borrowers’ Agent stating that such
financial statements present fairly the financial condition of the Borrowers and
that the same have been prepared in accordance with GAAP (except for the absence
of footnotes and subject to year-end audit adjustments as to the interim
statements). 

     

        (c) As soon as
practicable and in any event within 45 days after the end of the first three
quarters of each fiscal year and 90 days after the end of each fiscal year, a
Compliance Certificate in the form attached hereto as Exhibit B signed by the chief financial officer of the
Borrowers’ Agent demonstrating in reasonable detail compliance (or
noncompliance, as the case may be) with Section 6.15, Section 6.16 and Section
6.17 as at the end of such quarter or year and stating that as at the end of
such quarter or year (except where such Sections require compliance at other
times) there did not exist any Default or Event of Default or, if such Default
or Event of Default existed, specifying the nature and period of existence
thereof and what action the Borrowers propose to take with respect thereto.


     

        (d) Immediately upon
any officer of any Borrower becoming aware of any Default or Event of Default, a
notice from the Borrowers’ Agent describing the nature thereof and what action
such Borrower proposes to take with respect thereto. 

     

        (e) Immediately upon
any officer of any Borrower becoming aware of the occurrence, with respect to
any Plan, of any Reportable Event or any Prohibited Transaction, a notice from
the Borrowers’ Agent specifying the nature thereof and what action such Borrower
proposes to take with respect thereto, and, when received, copies of any notice
from PBGC of intention to terminate or have a trustee appointed for any Plan.


     

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        (f) Immediately upon
any officer of any Borrower becoming aware of any matter that has resulted or is
reasonably likely to result in a Material Adverse Occurrence, a notice from the
Borrowers’ Agent describing the nature thereof and what action the Borrowers
prepare to take with respect thereto. 

     

        (g) Promptly upon the
mailing or filing thereof, copies of all financial statements, reports and proxy
statements mailed to shareholders of any Borrower, and copies of all
registration statements, periodic reports and other documents filed with the
Securities and Exchange Commission (or any successor thereto) or any national
securities exchange. 

     

        (h) From time to
time, such other information regarding the business, operation and financial
condition of the Borrowers and the Subsidiaries as any Bank may reasonably
request. 

     

        Section 5.2
Corporate Existence. Each Borrower will maintain, and will cause
each Subsidiary to maintain, its corporate existence in good standing under the
laws of its jurisdiction of incorporation and its qualification to transact
business in each jurisdiction where failure so to qualify would permanently
preclude such Borrower from enforcing its rights with respect to any material
asset or would expose such Borrower to any material liability. 

     

        Section 5.3
Insurance. Each Borrower shall maintain, and shall
cause each Subsidiary to
maintain, with financially sound and reputable insurance companies such
insurance as may be required by law and such other insurance in such amounts and
against such hazards as is customary in the case of reputable firms engaged in
the same or similar business and similarly situated. 

     

        Section 5.4
Payment of Taxes and Claims. Each Borrower shall file, and shall cause
each Subsidiary to file, all tax returns and reports which are required by law
to be filed by it and will pay before they become delinquent all taxes,
assessments and governmental charges and levies imposed upon it or its property
and all claims or demands of any kind (including but not limited to those of
suppliers, mechanics, carriers, warehouses, landlords and other like Persons)
which, if unpaid, might result in the creation of a Lien upon its property;
provided that the foregoing items need not be paid if they are being contested
in good faith by appropriate proceedings, and as long as such Borrower’s or such
Subsidiary’s title to its property is not materially adversely affected, its use
of such property in the ordinary course of its business is not materially
interfered with and adequate reserves with respect thereto have been set aside
on such Borrower’s or such Subsidiary’s books in accordance with GAAP.


     

        Section 5.5
Inspection. Each Borrower shall permit any Person
designated by the Administrative Agent or the Majority Banks to visit and
inspect any of the properties, corporate books and financial records of such
Borrower and its Subsidiaries, to examine and to make copies of the books of
accounts and other financial records of such Borrower and its Subsidiaries, and
to discuss the affairs, finances and accounts of such Borrower and its
Subsidiaries with, and to be advised as to the same by, its officers at such
reasonable times and intervals as the Administrative Agent or the Majority Banks
may designate. So long as no Event of Default exists, the expenses of the
Administrative Agent or the Banks for such visits, inspections and examinations
shall be at the expense of the Administrative Agent and the Banks, but any such
visits, inspections and examinations made while any Event of Default is
continuing shall be at the expense of such Borrower.

     

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        Section 5.6
Maintenance of Properties. Each Borrower will maintain, and will cause
each Subsidiary to maintain, its properties used or useful in the conduct of its
business in good condition, repair and working order, and supplied with all
necessary equipment, and make all necessary repairs, renewals, replacements,
betterments and improvements thereto, all as may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times. 

     

        Section 5.7
Books and Records. Each Borrower will keep, and will cause each
Subsidiary to keep, adequate and proper records and books of account in which
full and correct entries will be made of its dealings, business and affairs.


     

        Section 5.8
Compliance. Each Borrower will comply, and will cause
each Subsidiary to comply, in all material respects with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
it may be subject; provided, however, that failure so to comply shall not be a
breach of this covenant if such failure does not have, or is not reasonably
expected to have, a materially adverse effect on the properties, business,
prospects or condition (financial or otherwise) of such Borrower or such
Subsidiary and such Borrower or such Subsidiary is acting in good faith and with
reasonable dispatch to cure such noncompliance. Without limiting the foregoing
sentence, each Borrower will ensure that no person who owns a controlling
interest in or otherwise controls such Borrower is or shall be (i) listed on the
Specially Designated Nationals and Blocked Person List maintained by the Office
of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any
other similar lists maintained by OFAC pursuant to any authorizing statute,
Executive Order or regulation or (ii) a person designated under Section 1(b),
(c) or (d) of Executive Order No. 13224 (September 23, 2001), any related
enabling legislation or any other similar Executive Orders, and without limiting
the foregoing, each Borrower shall comply with all applicable Bank Secrecy Act
(“BSA”) and anti-money laundering laws and
regulations. 

     

        Section 5.9
Notice of Litigation. The Borrowers’ Agent will give prompt
written notice to the Administrative Agent of (a) the commencement of any
action, suit or proceeding before any court or arbitrator or any governmental
department, board, agency or other instrumentality affecting any Borrower or any
Subsidiary or any property of any Borrower or any Subsidiary or to which any
Borrower or any Subsidiary is a party in which an adverse determination or
result could constitute a Material Adverse Occurrence, stating the nature and
status of such action, suit or proceeding, (b) any material arbitration or
governmental investigation or proceeding not previously disclosed by the
Borrowers’ Agent to the Administrative Agent which has been instituted or, to
the knowledge of the Borrowers’ Agent is threatened against the Borrower or any
Subsidiary or to which its respective property is subject and which, if
determined adversely to any Borrower or such Subsidiary, would constitute a
Material Adverse Occurrence, and (c) any adverse development which occurs in any
litigation, arbitration or governmental investigation or proceeding previously
disclosed by the Borrowers’ Agent to the Administrative Agent which, if
determined adversely to any Borrower or any Subsidiary, would constitute a
Material Adverse Occurrence.

     

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        Section 5.10
ERISA. Each Borrower will maintain, and will cause
each Subsidiary to maintain, each Plan in compliance with all material
applicable requirements of ERISA and of the Code and with all applicable rulings
and regulations issued under the provisions of ERISA and of the Code and will
not, and will not permit any Subsidiary or any of the ERISA Affiliates to (a)
engage in any transaction in connection with which such Borrower or any
Subsidiary or any of the ERISA Affiliates would be subject to either a civil
penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section
4975 of the Code, in either case in an amount exceeding $50,000, (b) fail to
make full payment when due of all amounts which, under the provisions of any
Plan, such Borrower or any Subsidiary or any ERISA Affiliate is required to pay
as contributions thereto, or permit to exist any accumulated funding deficiency
(as such term is defined in Section 302 of ERISA and Section 412 of the Code),
whether or not waived, with respect to any Plan in an aggregate amount exceeding
$50,000 or (c) fail to make any payments in an aggregate amount exceeding
$50,000 to any Multiemployer Plan that such Borrower or any Subsidiary or any of
the ERISA Affiliates may be required to make under any agreement relating to
such Multiemployer Plan or any law pertaining thereto. 

     

        Section 5.11
Environmental Matters;
Reporting. Each Borrower
will observe and comply with, and will cause each Subsidiary to observe and
comply with, all laws, rules, regulations and orders of any government or
government agency relating to health, safety, pollution, hazardous materials or
other environmental matters to the extent non-compliance could result in a
Material Adverse Occurrence. The Borrowers’ Agent will give the Administrative
Agent prompt written notice of any violation as to any environmental matter by
any Borrower or any Subsidiary and of the commencement of any judicial or
administrative proceeding relating to health, safety or environmental matters
(a) in which an adverse determination or result could result in the revocation
of or have a material adverse effect on any operating permits, air emission
permits, water discharge permits, hazardous waste permits or other permits held
by such Borrower or any Subsidiary which are material to the operations of such
Borrower or any Subsidiary, or (b) which will or threatens to impose a material
liability on such Borrower or any Subsidiary to any Person or which will require
a material expenditure by such Borrower or any Subsidiary to cure any alleged
problem or violation. 

     

        Section 5.12
Compliance with Terms of Material
Contracts. Each Borrower
shall, and cause each Subsidiary to, make all payments and otherwise perform all
obligations in respect of all Material Contracts to which such Borrower or such
Subsidiary is a party. 

     

        Section 5.13
Further Assurances. Each Borrower shall promptly correct any
defect or error that may be discovered in any Loan Document or in the execution,
acknowledgment or recordation thereof. Promptly upon request by the
Administrative Agent or the Majority Banks, each Borrower also shall do,
execute, acknowledge, deliver, record, re-record, file, re-file, register and
re-register, any and all assignments, transfers, certificates, assurances and
other instruments as the Administrative Agent or the Majority Banks may
reasonable require from time to time in order: (a) to carry out more effectively
the purposes of the Loan Documents; and (b) to better assure, preserve, protect
and confirm unto the Banks the rights granted now or hereafter intended to be
granted to the Banks under any Loan Document or under any other instrument
executed in connection with any Loan Document or that such Borrower may be or
become bound to convey, mortgage or assign to the Administrative Agent for the
benefit of the Banks in order to carry out the intention or facilitate the
performance of the provisions of any Loan Document.

     

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        Section 5.14
Dissolution of Herter’s,
LLC. The Borrowers shall
dissolve Herter’s, LLC within 90 days after the Closing Date. 

     

    ARTICLE VI


    NEGATIVE COVENANTS


     

        Until all obligations
of the Banks hereunder to make the Revolving Loans and of the LC Bank to issue
Letters of Credit shall have expired or been terminated and the Notes and all of
the other Obligations have been paid in full and all outstanding Letters of
Credit shall have expired or the liability of the LC Bank thereon shall have
otherwise been discharged: 

     

        Section 6.1
Merger. No Borrower will merge or consolidate or
enter into any analogous reorganization or transaction with any Person or
liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)
nor permit any Subsidiary, except as permitted under Section 6.2, to do any of
the foregoing, except that (i) any wholly-owned Subsidiary may merge or
consolidate with any Borrower provided that such Borrower is the surviving
entity of any such merger or consolidation, (ii) any wholly-owned Subsidiary may
merge or consolidate with any other wholly-owned Subsidiary, (iii) any Borrower
may merge or consolidate with any other Borrower, or (iv) any Subsidiary that is
not a Borrower may merge or consolidate with any Person provided that such
Subsidiary is the surviving entity of any such merger or consolidation and
immediately after giving effect to any such merger or consolidation no Default
or Event of Default shall have occurred and be continuing. 

     

        Section 6.2
Disposition of Assets. No Borrower will, nor will permit any
Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or
otherwise dispose of (whether in one transaction or a series of transactions)
any property (including accounts and notes receivable, with or without recourse)
or enter into any agreement to do any of the foregoing, except: 

     

        (a) dispositions of
inventory, or used, worn-out or surplus equipment, all in the ordinary course of
business; 

     

        (b) sales of
unimproved parcels of real estate that are not required or anticipated to be
required for any Borrower’s or any Subsidiary’s business purposes; 

     

        (c) the sale of
equipment to the extent that such equipment is exchanged for credit against the
purchase price of similar replacement equipment, or the proceeds of such sale
are applied with reasonable promptness to the purchase price of such replacement
equipment; 

     

        (d) sales or
transfers by a wholly-owned Subsidiary of any Borrower to a Borrower or another
wholly-owned Subsidiary of a Borrower; 

     

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        (e) other
dispositions of property during the term of this Agreement whose net book value
in the aggregate does not exceed 10% of the Borrowers’ total assets as shown on
its balance sheet for fiscal year 2004; 

     

        (f) commercially
reasonable securitizations of the assets of WFB; 

     

        (g) the sale or other
disposition of (i) Investments that do not constitute Investments in any
Borrower or any Subsidiary, and (ii) economic development bonds;

     

        (h) the sale, merger,
consolidation of WFB or all or substantially all of its assets, provided that
(i) the Borrowers’ Agent provides written notice to the Administrative Agent not
less than ten (10) days prior to the closing of any such transaction, and (ii)
at the time of and after giving effect to such transaction the Borrowers shall
be in compliance with all of their obligations under the Loan Documents and no
Default or Event of Default shall have occurred and be continuing; or


     

        (i) the sale, merger
or consolidation of (A) any Subsidiary that is not a Borrower other than WFB or
(B) all or substantially all of the assets of any such Subsidiary, in each case
provided that (x) the Borrowers’ Agent provides to the Administrative Agent
written notice not less than ten (10) days prior to the closing of any such
transaction, (y) the sum of the book value of the assets transferred in any such
transactions in any consecutive 365 day period shall not exceed 25% of the
consolidated total assets of the Borrowers and the Subsidiaries as of the end of
the most recently ended calendar month preceding any such transaction, and (z)
at the time of, and after giving effect to, such transaction the Borrowers shall
be in compliance with all of its obligations under the Loan Documents and no
Default or Event of Default shall have occurred and be continuing. 

     

        Section 6.3
Plans. No Borrower will permit, nor will allow any
Subsidiary to permit, any event to occur or condition to exist which would
permit any Plan to terminate under any circumstances which would cause the Lien
provided for in Section 4068 of ERISA to attach to any assets of any Borrower or
any Subsidiary; and no Borrower will permit, as of the most recent valuation
date for any Plan subject to Title IV of ERISA, the present value (determined on
the basis of reasonable assumptions employed by the independent actuary for such
Plan and previously furnished in writing to the Banks) of such Plan’s projected
benefit obligations to exceed the fair market value of such Plan’s assets.


     

        Section 6.4
Change in Nature of
Business. No Borrower
will, nor will permit any Subsidiary to, make any material change in the nature
of the business of such Borrower or such Subsidiary, as carried on at the date
hereof. 

     

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        Section 6.5 Subsidiaries. Except as permitted in Sections 6.1 and 6.2,
no Borrower will, nor will permit any Subsidiary to, do any of the following:
(a) form or enter into any partnership or joint venture where such Borrower or
such Subsidiary shall have unlimited liability for the liabilities of the
partnership or joint venture; (b) take any action, or permit any Subsidiary to
take any action, which would result in a decrease in any Borrower’s or any
subsidiary’s ownership interest in any Subsidiary; or (c) form or acquire
any Person that would thereby become a Subsidiary unless, immediately upon the
closing of such formation or acquisition, such Person shall enter into documents
requested by the Administrative Agent to provide that such Person shall be
obligated to repay the Loans and other amounts payable under the Loan Documents
and otherwise be bound by the terms and conditions of the Loan Documents;
provided, however, that any such Person shall not be required to comply with
Section 6.5(c) if at the closing of such formation or acquisition the assets of
such Person, together with the assets of each other Subsidiary that is not a
Borrower, have a value of less than $5,000,000. If at any time after the Closing
Date the value of the assets of any Subsidiary that is not a Borrower, together
with the value of the assets of each other Subsidiary that is not a Borrower,
equals or exceeds $5,000,000, such Subsidiary shall promptly enter into
documents requested by the Administrative Agent to provide that such Subsidiary
is obligated to repay the Loans and other amounts payable under the Loan
Documents and otherwise be bound by the terms and conditions of the Loan
Documents. 

     

        Section 6.6
Negative Pledges. Except as may be required by law or
regulatory bodies with jurisdiction or as set forth on Schedule 6.6, no Borrower
will permit any Subsidiary to place or allow any restriction, directly or
indirectly, on the ability of such Subsidiary to (a) pay dividends or any
distributions on or with respect to such Subsidiary’s capital stock or (b) make
loans or other cash payments to such Borrower. Except as set forth on Schedule
6.6, no Borrower will, nor permit any Subsidiary to, enter into any agreement,
bond, note or other instrument with or for the benefit of any Person other than
the Banks which would (i) prohibit such Borrower from granting, or otherwise
limit the ability of the Borrowers to grant, to the Banks any Lien on any assets
or properties of the Borrowers, or (ii) require such Borrower to grant a Lien to
any other Person if such Borrower grants any Lien to the Banks.

     

        Section 6.7
Restricted Payments. No Borrower will make any Restricted
Payments, except: 

     

        (a) Restricted
Payments by any Borrower to any other Borrower so long as each such Borrower
remains a wholly-owned subsidiary of Cabela’s; 

     

        (b) Any other
Restricted Payment so long as the aggregate amount of such Restricted Payments
for any fiscal year does not exceed 50% of EBITDA for the previous fiscal year.


     

        Section 6.8
Transactions with
Affiliates. No Borrower
will, nor will permit any Subsidiary to, enter into any transaction with any
Affiliate of such Borrower that is not a Borrower, except upon fair and
reasonable terms no less favorable than such Borrower, or such Subsidiary, would
obtain in a comparable arm’s-length transaction with a Person not an Affiliate.


     

        Section 6.9
Accounting Changes. No Borrower will, nor will permit any
Subsidiary to, make any significant change in accounting treatment or reporting
practices, except as required by GAAP, or change its fiscal year. 

     

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        Section 6.10
Subordinated Debt. No Borrower will, nor will permit any
Subsidiary to, (a) make any scheduled payment of the principal of or interest on
any Subordinated Debt which would be prohibited by the terms of such
Subordinated Debt and any related subordination agreement; (b) directly or
indirectly make any prepayment on or purchase, redeem or defease any
Subordinated Debt or offer to do so (whether such prepayment, purchase or
redemption, or offer with respect thereto, is voluntary or mandatory); (c) amend
or cancel the subordination provisions applicable to any Subordinated Debt; (d)
take or omit to take any action if as a result of such action or omission the
subordination of such Subordinated Debt, or any part thereof, to the Obligations
might be terminated, impaired or adversely affected; or (e) omit to give the
Administrative Agent prompt notice of any notice received from any holder of
Subordinated Debt, or any trustee therefor, or of any default under any
agreement or instrument relating to any Subordinated Debt by reason whereof such
Subordinated Debt might become or be declared to be due or payable.


     

        Section 6.11
Investments. No Borrower will, nor will permit any
Subsidiary to, acquire for value, make, have or hold any Investments, except:


     

        (a) Investments
existing on the date of this Agreement and described in Schedule 6.11.


     

        (b) Travel advances
to management personnel and employees in the ordinary course of business not to
exceed $1,000,000 in the aggregate at any period of time between the Closing
Date and the Revolving Commitment Ending Date. 

     

        (c) Investments in
readily marketable direct obligations issued or guaranteed by the United States
or any agency thereof and supported by the full faith and credit of the United
States. 

     

        (d) Certificates of
deposit or bankers’ acceptances maturing no more than one hundred twenty (120)
days from the date of creation thereof issued by commercial banks incorporated
under the laws of the United States of America, each having combined capital,
surplus and undivided profits of not less than $500,000,000 and having a rating
of “A” or better by a nationally recognized rating agency; provided, that the
aggregate amount invested in such certificates of deposit shall not at any time
exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for
any one such bank. 

     

        (e) Time deposits
maturing no more than thirty (30) days from the date of creation thereof with
commercial banks or savings banks or savings and loan associations each having
membership either in the FDIC or the deposits of which are insured by the FDIC
and in amounts not exceeding the maximum amounts of insurance thereunder.


     

        (f) Commercial paper
maturing no more than one hundred twenty (120) days from the date of creation
thereof and currently having the highest rating obtainable from either Standard
& Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or
Moody’s Investors Services, Inc. 

     

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        (g) Repurchase
agreements relating to securities issued or guaranteed as to principal and
interest by the United States of America with a term of not more than seven (7)
days; provided all such agreements shall require physical delivery of the
securities securing such repurchase agreement, except those delivered through
the Federal Reserve Book Entry System. 

     

        (h) Other readily
marketable Investments in debt securities which are reasonably acceptable to the
Majority Banks. 

     

        (i) Loans made from
time to time from one Borrower to another. 

     

        (j) Loans or deposits
by any Borrower or any Subsidiary to or in WFB, provided that such loans or deposits do not exceed
$75,000,000 in the aggregate at any time that there are Revolving Outstandings.


     

        (k) Contributions of
capital by any Borrower or any Subsidiary to WFB provided such contributions do
not exceed $25,000,000 in any fiscal year or $75,000,000 in the aggregate from
the Closing Date through the Termination Date. 

     

        (l) Investments in
tax increment financing notes, sales tax bonds, or similar bond instruments
where the proceeds of those instruments are used for the sole purpose of (i)
construction of or furnishings for a new store, distribution center or other
related facility to be used and owned or leased by any Borrower or any
Subsidiary, (ii) public infrastructure construction or improvements required in
respect of such new store or distribution center construction, (iii) other
improvements in a common development of which such new store or distribution
center is part, or (iv) legal, underwriting and other fees and expenses incurred
by any Borrower or any Subsidiary in connection with such instruments.


     

        (m) Credit card loans
by WFB to the extent and in the amount permitted by WFB’s Articles of
Association dated as of November 30, 2000 or retained interest in securitization
transactions involving credit card loans originated or acquired by
WFB.

     

        (n) Investments in
businesses located in common developments of which a new store owned by any
Borrower or any Subsidiary is part provided such Investments are in the form of
contributions by such Borrower or such Subsidiary of unimproved parcels of real
estate (or improvements to such real estate paid for with tax increment
financing notes or sales tax bonds) that are part of such common development but
that are not required or anticipated to be required for such new store.


     

        (o) Investments not
to exceed the aggregate sum of the Net Cash Proceeds from the sale or other
disposition of Investments that do not constitute Investments in any Borrower or
any Subsidiary. 

     

        (p) Auction rate
securities, provided that no Borrower shall hold any such auction rate security
for more than one year after the acquisition thereof by such Borrower.


     

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        (q) Other Investments
(except an Investment by any Borrower or any Subsidiary with respect to WFB) if
the consideration therefor does not exceed $10,000,000 for any single Investment
or $20,000,000 in the aggregate in any fiscal year. 

     

    Any
Investments under clauses (c), (d), (e) or (f) above must mature within one year
of the acquisition thereof by the Borrowers.

     

        Section 6.12
Indebtedness. No Borrower will, nor will permit any
Subsidiary to, incur, create, issue, assume or suffer to exist any Indebtedness
which would cause or result in a violation of Section 6.16. 

     

        Section 6.13
Liens. No Borrower will, nor will permit any
Subsidiary to, create, incur, assume or suffer to exist any Lien, or enter into,
or make any commitment to enter into, any arrangement for the acquisition of any
property through conditional sale, lease-purchase or other title retention
agreements, with respect to any property now owned or hereafter acquired by a
Borrower or a Subsidiary, except: 

     

        (a) Liens existing on
the date of this Agreement and disclosed on Schedule 6.13 hereto. 

     

        (b) Deposits or
pledges to secure payment of workers’ compensation, unemployment insurance, old
age pensions or other social security obligations, in the ordinary course of
business of a Borrower or a Subsidiary. 

     

        (c) Liens for taxes,
fees, assessments and governmental charges not delinquent or to the extent that
payment therefor shall not at the time be required to be made in accordance with
the provisions of Section 5.4. 

     

        (d) Liens of
carriers, warehousemen, mechanics and materialmen, and other like Liens arising
in the ordinary course of business, for sums not due or to the extent that
payment therefor shall not at the time be required to be made in accordance with
the provisions of Section 5.4. 

     

        (e) Liens incurred or
deposits or pledges made or given in connection with, or to secure payment of,
indemnity, performance or other similar bonds. 

     

        (f) Liens securing
purchase money Indebtedness of the Borrowers and the Subsidiaries in an
aggregate amount not to exceed $10,000,000 on any date of determination.


     

        (g) Liens arising
solely by virtue of any statutory or common law provision relating to banker’s
liens, rights of set-off or similar rights and remedies as to deposit accounts
or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated
cash collateral account and is not subject to restriction against access by the
Borrowers or a Subsidiary in excess of those set forth by regulations
promulgated by the Board, and (ii) such deposit account is not intended by the
Borrowers or a Subsidiary to provide collateral to the depository institution.


     

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        (h) Encumbrances in
the nature of zoning restrictions, easements and rights or restrictions of
record on the use of real property and landlord’s Liens under leases on the
premises rented, which do not materially detract from the value of such property
or impair the use thereof in the business of a Borrower or a Subsidiary.


     

        (i) Encumbrances in
the nature of financing statements filed by the owner of equipment subject to an
Operating Lease. 

     

        (j) The interest of
any lessor under any Capitalized Lease entered into after the Closing Date or
purchase money Liens on property acquired after the Closing Date; provided,
that, (i) the Indebtedness secured thereby is otherwise permitted by this
Agreement and (ii) such Liens are limited to the property acquired and do not
secure Indebtedness other than the related Capitalized Lease Obligations or the
purchase price of such property. 

     

        (k) Liens securing
floor plan financing for boats and all terrain vehicles in an aggregate amount
not to exceed $20,000,000 at any time. 

     

        (l) Any other Liens
if the aggregate value therefor does not exceed $10,000,000 at any time.


     

        Section 6.14
Contingent Liabilities. No Borrower will, nor will permit any
Subsidiary to, be or become liable on any Contingent Obligations except (a)
Contingent Obligations existing on the date of this Agreement and described on
Schedule 6.14, (b) Contingent Obligations for the benefit of the Banks or any
Rate Protection Providers and described on Schedule 6.14, (c) Contingent
Obligations with respect to Indebtedness of the Borrowers where the proceeds of
such Indebtedness are used to purchase tax increment financing notes, sales tax
bonds, or similar bond instruments as allowed pursuant to Section 6.11(l) and,
for any such Contingent Obligation in an amount in excess of $2,500,000,
described on Schedule 6.14, or (d) Contingent Obligations with respect to
Deferred Grant Income and other forms of governmental assistance, including
grants, bonds and notes, and, for any such Contingent Obligation in an amount in
excess of $2,500,000, described on Schedule 6.14. 

     

        Section 6.15
Tangible Net Worth. The Borrowers will not permit the Tangible
Net Worth as of any Measurement Date to be less than the sum of (i) $350,000,000
plus (ii) the greater of (x) zero and (y) fifty
percent (50%) of the Borrowers’ and the Subsidiaries’ cumulative consolidated
net income as determined in accordance with GAAP for each fiscal year ending
after the Closing Date. 

     

        Section 6.16
Cash Flow Leverage Ratio. The Borrowers will not permit the Cash Flow
Leverage Ratio as of any Measurement Date to be more than 3.00 to 1.00.


     

        Section 6.17
Fixed Charge Coverage Ratio. The Borrowers will not permit the Fixed
Charge Coverage Ratio as of any Measurement Date to be less than 1.50 to 1.00.


     

        Section 6.18
Loan Proceeds. No Borrower will use, nor will permit any
Subsidiary to use, any part of the proceeds of any Loan or Advances directly or
indirectly, and whether immediately, incidentally or ultimately, (a) to purchase
or carry margin stock (as defined in Regulation U of the Board) or to extend
credit to others for the purpose of purchasing or carrying margin stock or to
refund Indebtedness originally incurred for such purpose or (b) for any purpose
which entails a violation of, or which is inconsistent with, the provisions of
Regulations U or X of the Board.

     

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        Section 6.19
Sale and Leaseback
Transactions. No Borrower
will, nor permit any Subsidiary to, enter into any arrangement, directly or
indirectly, whereby it shall sell or transfer any property, real or personal,
and thereafter lease such property for the same or a substantially similar
purpose or purposes as the property sold or transferred. 

     

        Section 6.20
Intercreditor Agreement. The Borrower shall not fail to deliver to
the Administrative Agent, within 45 days after the Closing Date, the
Intercreditor Agreement, duly executed by the parties thereto. 

     

    ARTICLE VII


    EVENTS OF DEFAULT AND REMEDIES 

     

        Section 7.1
Events of Default. The occurrence of any one or more of the
following events shall constitute an Event of Default: 

     

        (a) The Borrowers
shall fail to make when due, whether by acceleration or otherwise, any payment
of principal of or interest on any Note or any other Obligation required to be
made to the Administrative Agent, the LC Bank or any Bank pursuant to this
Agreement.

     

        (b) Any
representation or warranty made by or on behalf of the Borrowers or any
Subsidiary in this Agreement or any other Loan Document or by or on behalf of
the Borrowers or any Subsidiary in any certificate, statement, report or
document herewith or hereafter furnished to any Bank or the Administrative Agent
pursuant to this Agreement or any other Loan Document shall prove to have been
false or misleading in any material respect on the date as of which the facts
set forth are stated or certified. 

     

        (c) The Borrowers
shall fail to comply with Sections 5.2, 5.3 or 5.4 hereof or any Section of
Article VI hereof. 

     

        (d) The Borrowers
shall fail to comply with any other agreement, covenant, condition, provision or
term contained in this Agreement (other than those hereinabove set forth in this
Section 7.1) and such failure to comply shall continue for 30 calendar days
after whichever of the following dates is the earliest: (i) the date a Borrower
or the Borrowers’ Agent gives notice of such failure to the Banks, (ii) the date
a Borrower or the Borrowers’ Agent should have given notice of such failure to
the Banks pursuant to Section 5.1, or (iii) the date the Administrative Agent or
any Bank gives notice of such failure to the Borrowers’ Agent. 

     

        (e) Any Borrower or
any Subsidiary with assets of more than $10,000,000 shall become insolvent or
shall generally not pay its debts as they mature or shall apply for, shall
consent to, or shall acquiesce in the appointment of a custodian, trustee or
receiver of such Borrower or such Subsidiary or for a substantial part of the
property thereof or, in the absence of such application, consent or
acquiescence, a custodian, trustee or receiver shall be appointed for any
Borrower or any Subsidiary or for a substantial part of the property thereof and
shall not be discharged within 45 days, or any Borrower or any Subsidiary shall
make an assignment for the benefit of creditors.

     

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        (f) Any bankruptcy,
reorganization, debt arrangement or other proceedings under any bankruptcy or
insolvency law shall be instituted by or against any Borrower or any Subsidiary,
and, if instituted against any Borrower or any Subsidiary with assets of more
than $10,000,000, shall have been consented to or acquiesced in by such Borrower
or such Subsidiary, or shall remain undismissed for 60 days, or an order for
relief shall have been entered against such Borrower or such Subsidiary.


     

        (g) Any dissolution
or liquidation proceeding shall be instituted by or against any Borrower or any
Subsidiary with assets of more than $10,000,000, and, if instituted against any
Borrower or any Subsidiary, shall be consented to or acquiesced in by such
Borrower or such Subsidiary or shall remain for 45 days undismissed.


     

        (h) A judgment or
judgments for the payment of money in excess of the sum of $5,000,000 in the
aggregate shall be rendered against any Borrower or any Subsidiary and either
(i) the judgment creditor executes on such judgment or (ii) such judgment
remains unpaid or undischarged for more than 60 days from the date of entry
thereof or such longer period during which execution of such judgment shall be
stayed during an appeal from such judgment. 

     

        (i) The maturity of
any material Indebtedness of the Borrowers (other than Indebtedness under this
Agreement) or any Subsidiary shall be accelerated, or the Borrowers or any
Subsidiary shall fail to pay any such material Indebtedness when due (after the
lapse of any applicable grace period) or, in the case of such Indebtedness
payable on demand, when demanded (after the lapse of any applicable grace
period), or any event shall occur or condition shall exist and shall continue
for more than the period of grace, if any, applicable thereto and shall have the
effect of causing, or permitting the holder of any such Indebtedness or any
trustee or other Person acting on behalf of such holder to cause, such material
Indebtedness to become due prior to its stated maturity or to realize upon any
collateral given as security therefor. For purposes of this Section,
Indebtedness of the Borrowers shall be deemed “material” if it exceeds
$5,000,000 as to any item of Indebtedness or in the aggregate for all items of
Indebtedness with respect to which any of the events described in this Section
7.1(j) has occurred. 

     

        (j) Any execution or
attachment shall be issued whereby any substantial part of the property of any
Borrower or any Subsidiary shall be taken or attempted to be taken and the same
shall not have been vacated or stayed within 30 days after the issuance thereof.


     

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        (k) Any Loan Document
shall, at any time, cease to be in full force and effect or shall be judicially
declared null and void, or the validity or enforceability thereof shall be
contested by any Borrower or any Subsidiary, other than by action or inaction of
the Administrative Agent or the Banks if any of the foregoing shall remain
unremedied for ten days or more after receipt of notice thereof by the
Borrowers’ Agent from the Administrative Agent. 

     

        (l) Any Change of
Control shall occur. 

     

        (m) Any Borrower or
any Subsidiary shall fail to pay any amount payable in respect of any Rate
Protection Agreement when the same becomes due and payable (whether by scheduled
payment, termination or otherwise), and such failure shall continue after the
applicable grace period, if any, specified in such Rate Protection Agreement.


     

        Section 7.2
Remedies. If (a) any Event of Default described in
Sections 7.1 (e), (f) or (g) shall occur with respect to any Borrower, the
Commitments and the Swing Line Commitment shall automatically terminate and the
Notes and all other Obligations shall automatically become immediately due and
payable, and the Borrowers shall without demand pay into the Holding Account an
amount equal to the aggregate face amount of all outstanding Letters of Credit;
or (b) any other Event of Default shall occur and be continuing, then, upon
receipt by the Administrative Agent of a request in writing from the Majority
Banks, the Administrative Agent shall take any of the following actions so
requested: (i) declare the Commitments and Swing Line Commitment terminated,
whereupon the Commitments and the Swing Line Commitment shall terminate, (ii)
declare the outstanding unpaid principal balance of the Notes, the accrued and
unpaid interest thereon and all other Obligations to be forthwith due and
payable, whereupon the Notes, all accrued and unpaid interest thereon and all
such Obligations shall immediately become due and payable, in each case without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived, anything in this Agreement or in the Notes to the
contrary notwithstanding, and (iii) demand that the Borrowers pay into the
Holding Account an amount equal to the aggregate face amount of all outstanding
Letters of Credit. Upon the occurrence of any of the events described in clause
(a) of the preceding sentence, or upon the occurrence of any of the events
described in clause (b) of the preceding sentence when so requested by the
Majority Banks, Eurodollar Rate Advances shall cease to be available and all
outstanding Eurodollar Rate Advances shall be converted into Prime Rate Advances
upon the expiration of each Interest Period applicable to such Eurodollar Rate
Advances, and the Administrative Agent may exercise all rights and remedies
under any of the Loan Documents, and enforce all rights and remedies under any
applicable law. 

     

        Section 7.3
Offset. In addition to the remedies set forth in
Section 7.2, upon the occurrence of any Event of Default and thereafter while
the same be continuing, the Borrowers hereby irrevocably authorizes each Bank to
set off any Obligations owed to such Bank against all deposits and credits of
the Borrowers with, and any and all claims of the Borrowers against, such Bank.
Such right shall exist whether or not such Bank shall have made any demand
hereunder or under any other Loan Document, whether or not the Obligations, or
any part thereof, or deposits and credits held for the account of the Borrowers
is or are matured or unmatured, and regardless of the existence or adequacy of
any collateral, guaranty or any other security, right or remedy available to
such Bank or the Banks. Each Bank agrees that, as promptly as is reasonably
possible after the exercise of any such setoff right, it shall notify the
Borrowers’ Agent of its exercise of such setoff right; provided, however, that
the failure of such Bank to provide such notice shall not affect the validity of
the exercise of such setoff rights. Nothing in this Agreement shall be deemed a
waiver or prohibition of or restriction on any Bank to all rights of banker’s
Lien, setoff and counterclaim available pursuant to law.

     

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    ARTICLE VIII


    THE ADMINISTRATIVE AGENT 

     

        The following
provisions shall govern the relationship of the Administrative Agent with the
Banks. 

     

        Section
8.1 Appointment and
Authorization. Each Bank
appoints and authorizes the Administrative Agent to take such action as
Administrative Agent on its behalf and to exercise such respective powers under
the Loan Documents as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental thereto. Neither
the Administrative Agent nor any of its directors, officers or employees shall
be liable for any action taken or omitted to be taken by it under or in
connection with the Loan Documents, except for its own gross negligence or
willful misconduct. The Administrative Agent shall act as an independent
contractor in performing its obligations as Administrative Agent hereunder. The
duties of the Administrative Agent shall be mechanical and administrative in
nature and nothing herein contained shall be deemed to create any fiduciary
relationship among or between the Administrative Agent, any Borrower or the
Banks. 

     

        Section 8.2
Note Holders. The Administrative Agent may treat the payee
of any Note as the holder thereof until written notice of transfer shall have
been filed with it, signed by such payee and in form satisfactory to the
Administrative Agent. 

     

        Section 8.3
Consultation With Counsel. The Administrative Agent may consult with
legal counsel selected by it and shall not be liable for any action taken or
suffered in good faith by it in accordance with the advice of such counsel.


     

        Section 8.4
Loan Documents. The Administrative Agent shall not be
responsible to any Bank for any recitals, statements, representations or
warranties in any Loan Document or be under a duty to examine or pass upon the
validity, effectiveness, genuineness or value of any of the Loan Documents or
any other instrument or document furnished pursuant thereto, and the
Administrative Agent shall be entitled to assume that the same are valid,
effective and genuine and what they purport to be. 

     

        Section 8.5
USBNA and Affiliates. With respect to its Commitments and the
Loans made by it, USBNA shall have the same rights and powers under the Loan
Documents as any other Bank and may exercise the same as though it were not the
Administrative Agent consistent with the terms thereof, and USBNA and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Borrowers as if it were not the Administrative
Agent.

     

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        Section 8.6
Action by Administrative
Agent. Except as may
otherwise be expressly stated in this Agreement, the Administrative Agent shall
be entitled to use its discretion with respect to exercising or refraining from
exercising any rights which may be vested in it by, or with respect to taking or
refraining from taking any action or actions which it may be able to take under
or in respect of, the Loan Documents. The Administrative Agent shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Majority Banks, and such
instructions shall be binding upon all holders of Notes; provided, however, that
the Administrative Agent shall not be required to take any action which exposes
the Administrative Agent to personal liability or which is contrary to the Loan
Documents or applicable law. The Administrative Agent shall incur no liability
under or in respect of any of the Loan Documents by acting upon any notice,
consent, certificate, warranty or other paper or instrument believed by it to be
genuine or authentic or to be signed by the proper party or parties and to be
consistent with the terms of this Agreement. 

     

        Section 8.7
Credit Analysis. Each Bank has made, and shall continue to
make, its own independent investigation or evaluation of the operations,
business, property and condition, financial and otherwise, of the Borrowers in
connection with entering into this Agreement and has made its own appraisal of
the creditworthiness of the Borrowers. Except as explicitly provided herein, the
Administrative Agent has no duty or responsibility, either initially or on a
continuing basis, to provide any Bank with any credit or other information with
respect to such operations, business, property, condition or creditworthiness,
whether such information comes into its possession on or before the first Event
of Default or at any time thereafter. 

     

        Section 8.8
Notices of Event of Default,
Etc. In the event that the
Administrative Agent shall have acquired actual knowledge of any Event of
Default or Default, the Administrative Agent shall promptly give notice thereof
to the Banks. The Administrative Agent shall not be deemed to have knowledge or
notice of any Default or Event of Default, except with respect to actual
defaults in the payment of principal, interest and fees required to be paid to
the Administrative Agent for the account of the Banks, unless the Administrative
Agent shall have received written notice from a Bank or a Borrower referring to
this Agreement, describing such Default or Event of Default and stating that
such notice is a “Notice of Default.” 

     

        Section 8.9
Indemnification. Each Bank agrees to indemnify the
Administrative Agent, as Administrative Agent (to the extent not reimbursed by
the Borrowers), ratably according to such Bank’s share of the aggregate
Revolving Loan Commitment Amounts from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on or incurred by the Administrative Agent in any way relating to or arising out
of the Loan Documents or any action taken or omitted by the Administrative Agent
under the Loan Documents, provided that no Bank shall be liable for any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the
Administrative Agent’s gross negligence or willful misconduct. No payment by any
Bank under this Section shall relieve the Borrowers of any of its obligations
under this Agreement.

     

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        Section 8.10
Payments and Collections. All funds received by the Administrative
Agent in respect of any payments made by the Borrowers on the Revolving Notes,
Revolving Commitment Fees or Letter of Credit Fees shall be distributed
forthwith by the Administrative Agent among the Banks, in like currency and
funds as received, ratably according to each Bank’s Revolving Percentage. After
any Event of Default has occurred, all funds received by the Administrative
Agent, whether as payments by the Borrowers or as realization on collateral or
on any guaranties, shall (except as may otherwise be required by law) be
distributed by the Administrative Agent in the following order: (a) first to the
Administrative Agent or any Bank who has incurred unreimbursed costs of
collection with respect to any Obligations hereunder, ratably to the
Administrative Agent and each Bank in the proportion that the costs incurred by
the Administrative Agent or such Bank bear to the total of all such costs
incurred by the Administrative Agent and all Banks; (b) next to the
Administrative Agent for the account of the Banks (in accordance with their
respective Revolving Percentages) for any unpaid Revolving Commitment Fees or
Letter of Credit Fees owing by the Borrowers hereunder; (c) next to the
Administrative Agent for the account of the Banks (in accordance with their
respective Total Percentages) for application to interest on the Notes and any
Rate Protection Obligations; (d) next to the Administrative Agent for the
account of the Banks (in accordance with their respective Total Percentages) for
application to principal on the Notes and any Rate Protection Obligations; and
(e) last to the Administrative Agent to be held in the Holding Account to cover
any outstanding Letters of Credit. 

     

        Section 8.11
Sharing of Payments. If any Bank shall receive and retain any
payment, voluntary or involuntary, whether by setoff, application of deposit
balance or security, or otherwise, in respect of Indebtedness under this
Agreement or the Notes in excess of such Bank’s share thereof as determined
under this Agreement, then such Bank shall purchase from the other Banks for
cash and at face value and without recourse, such participation in the Notes
held by such other Banks as shall be necessary to cause such excess payment to
be shared ratably as aforesaid with such other Banks; provided, that if such
excess payment or part thereof is thereafter recovered from such purchasing
Bank, the related purchases from the other Banks shall be rescinded ratably and
the purchase price restored as to the portion of such excess payment so
recovered, but without interest. Subject to the participation purchase
obligation above, each Bank agrees to exercise any and all rights of setoff,
counterclaim or banker’s lien first fully against any Notes and participations
therein held by such Bank, next to any other Indebtedness of the Borrowers to
such Bank arising under or pursuant to this Agreement and to any participations
held by such Bank in Indebtedness of the Borrowers arising under or pursuant to
this Agreement, and only then to any other Indebtedness of the Borrowers to such
Bank. 

     

        Section 8.12
Advice to Banks. The Administrative Agent shall forward to
the Banks copies of all notices, financial reports and other communications
received hereunder from the Borrowers by it as Administrative Agent, excluding,
however, notices, reports and communications which by the terms hereof are to be
furnished by the Borrowers directly to each Bank. 

     

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    Section 8.13
Defaulting Bank. 

     

        (a) Remedies Against a Defaulting
Bank. In addition to the
rights and remedies that may be available to the Administrative Agent or the
Borrowers under this Agreement or applicable law, if at any time a Bank is a
Defaulting Bank such Defaulting Bank’s right to participate in the
administration of the Loans, this Agreement and the other Loan Documents,
including without limitation, any right to vote in respect of, to consent to or
to direct any action or inaction of the Administrative Agent or to be taken into
account in the calculation of the Majority Banks, shall be suspended while such
Bank remains a Defaulting Bank. If a Bank is a Defaulting Bank because it has
failed to make timely payment to the Administrative Agent of any amount required
to be paid to the Administrative Agent hereunder (without giving effect to any
notice or cure periods), in addition to other rights and remedies which the
Administrative Agent or the Borrowers may have under the immediately preceding
provisions or otherwise, the Administrative Agent shall be entitled (i) to
collect interest from such Defaulting Bank on such delinquent payment for the
period from the date on which the payment was due until the date on which the
payment is made at the overnight Federal Funds rate, (ii) to withhold or setoff
and to apply in satisfaction of the defaulted payment and any related interest,
any amounts otherwise payable to such Defaulting Bank under this Agreement or
any other Loan Document until such defaulted payment and related interest has
been paid in full and such default no longer exists and (iii) to bring an action
or suit against such Defaulting Bank in a court of competent jurisdiction to
recover the defaulted amount and any related interest. Any amounts received by
the Administrative Agent in respect of a Defaulting Bank’s Loans shall not be
paid to such Defaulting Bank and shall be held uninvested by the Administrative
Agent and either applied against the purchase price of such Loans under the
following subsection (b) or paid to such Defaulting Bank upon the default of
such Defaulting Bank being cured. 

     

        (b) Purchase from Defaulting
Bank. Any Bank that is not
a Defaulting Bank shall have the right, but not the obligation, in its sole
discretion, to acquire all of a Defaulting Bank’s Commitments. If more than one
Bank exercises such right, each such Bank shall have the right to acquire such
proportion of such Defaulting Bank’s Commitments on a pro rata basis. Upon any
such purchase, the Defaulting Bank’s interest in its Loans and its rights
hereunder (but not its liability in respect thereof or under the Loan Documents
or this Agreement to the extent the same relate to the period prior to the
effective date of the purchase) shall terminate on the date of purchase, and the
Defaulting Bank shall promptly execute all documents reasonably requested to
surrender and transfer such interest to the purchaser thereof subject to and in
accordance with the requirements set forth in Section 9.6, including an
Assignment in form acceptable to the Administrative Agent. The purchase price
for the Commitments of a Defaulting Bank shall be equal to the amount of the
principal balance of the Loans outstanding and owed by the Borrowers to the
Defaulting Bank. The purchaser shall pay to the Defaulting Bank in Immediately
Available Funds on the date of such purchase the principal of and accrued and
unpaid interest and fees on the Loans made by such Defaulting Bank hereunder (it
being understood that such accrued and unpaid interest and fees may be paid pro
rata to the purchasing Bank and the Defaulting Bank by the Administrative Agent
at a subsequent date upon receipt of payment of such amounts from the
Borrowers). Prior to payment of such purchase price to a Defaulting Bank, the
Administrative Agent shall apply against such purchase price any amounts
retained by the Administrative Agent pursuant to the last sentence of the
immediately preceding subsection (a). The Defaulting Bank shall be entitled to
receive amounts owed to it by the Borrowers under the Loan Documents which
accrued prior to the date of the default by the Defaulting Bank, to the extent
the same are received by the Administrative Agent from or on behalf of the
Borrowers. There shall be no recourse against any Bank or the Administrative
Agent for the payment of such sums except to the extent of the receipt of
payments from any other party or in respect of the Loans.

     

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        Section 8.14
Resignation. If at any time USBNA shall deem it
advisable, in its sole discretion, it may submit to each of the Banks and the
Borrowers’ Agent a written notification of its resignation as Administrative
Agent under this Agreement, such resignation to be effective upon the
appointment of a successor Administrative Agent, but in no event later than 30
days from the date of such notice. Upon submission of such notice, the Majority
Banks may appoint a successor Administrative Agent. 

     

    ARTICLE IX


    MISCELLANEOUS


     

        Section 9.1
Modifications. Notwithstanding any provisions to the
contrary herein, any term of this Agreement may be amended with the written
consent of the Borrowers; provided that no amendment, modification or waiver of
any provision of this Agreement or any other Loan Document or consent to any
departure therefrom by the Borrowers or other party thereto shall in any event
be effective unless the same shall be in writing and signed by the Majority
Banks, and then such amendment, modification, waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Notwithstanding the forgoing, no such amendment, modification, waiver or consent
shall: 

     

        (a) Reduce the rate
or extend the time of payment of interest thereon, or reduce the amount of the
principal thereof, or modify any of the provisions of any Note with respect to
the payment or repayment thereof, without the consent of the holder of each Note
so affected; or

     

        (b) Increase the
amount or extend the time of any Commitment of any Bank, without the consent of
such Bank; or

     

        (c) Reduce the rate
or extend the time of payment of any fee payable to a Bank, without the consent
of the Bank affected; or 

     

        (d) Except as may
otherwise be expressly provided in any of the other Loan Documents, release any
material portion of collateral securing, or any guaranties for, all or any part
of the Obligations without the consent of all the Banks; or 

     

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        (e) Amend or modify
the definition of Majority Banks or otherwise reduce the percentage of the Banks
required to approve or effectuate any such amendment, modification, waiver, or
consent, without the consent of all the Banks; or 

     

        (f) Amend, modify or
waive any provision of Section 2.3 without the written consent of the Majority
Banks and Swing Line Bank; or 

     

        (g) Amend, modify or
waive any of the foregoing Subsections (a) through (e) of this Section or this
Subsection (f) without the consent of all the Banks; or 

     

        (h) Amend, modify or
waive any provision of this Agreement relating to the Administrative Agent in
its capacity as Administrative Agent without the consent of the Administrative
Agent; or 

     

        (i) Amend, modify or
waive any provision of this Agreement relating to the issuance of Letters of
Credit without the consent of the Majority Banks and LC Bank. 

     

        Section 9.2
Expenses. Whether or not the transactions contemplated
hereby are consummated, the Borrowers shall pay all reasonable out-of-pocket
expenses incurred by the Administrative Agent, including the reasonable fees,
charges and disbursements of outside counsel of the Administrative Agent
(determined on the basis of such counsel’s generally applicable rates, which may
be higher than the rates such counsel charges the Administrative Agent in
certain matters) and/or the allocated costs of in-house counsel incurred from
time to time in connection with the negotiation, preparation, approval, review,
execution, delivery, administration, amendment, modification and interpretation
of this Agreement and the other Loan Documents and any commitment letters
relating thereto. The Borrowers shall also reimburse the Administrative Agent
and each Bank upon demand for all reasonable out-of-pocket expenses (including
expenses of legal counsel) paid or incurred by the Administrative Agent or any
Bank in connection with the collection and enforcement of this Agreement and any
other Loan Document. The obligations of the Borrowers under this Section shall
survive any termination of this Agreement. 

     

        Section 9.3
Waivers, etc. No failure on the part of the Administrative
Agent or the holder of a Note to exercise and no delay in exercising any power
or right hereunder or under any other Loan Document shall operate as a waiver
thereof; nor shall any single or partial exercise of any power or right preclude
any other or further exercise thereof or the exercise of any other power or
right. The remedies herein and in the other Loan Documents provided are
cumulative and not exclusive of any remedies provided by law. 

     

        Section 9.4
Notices. Except when telephonic notice is expressly
authorized by this Agreement, any notice or other communication to any party in
connection with this Agreement shall be in writing and shall be sent by manual
delivery, telegram, telex, facsimile transmission, overnight courier or United
States mail (postage prepaid) addressed to such party at the address specified
on the signature page hereof, or at such other address as such party shall have
specified to the other party hereto in writing. All periods of notice shall be
measured from the date of delivery thereof if manually delivered, from the date
of sending thereof if sent by telegram, telex or facsimile transmission, from
the first Business Day after the date of sending if sent by overnight courier,
or from four days after the date of mailing if mailed; provided, however, that
any notice to the Administrative Agent or any Bank under Article II hereof shall
be deemed to have been given only when received by the Administrative Agent or
such Bank.

     

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        Section 9.5
Taxes. The Borrowers agree to pay, and save the
Administrative Agent and the Banks harmless from all liability for, any stamp or
other taxes which may be payable with respect to the execution or delivery of
this Agreement or the issuance of the Notes, which obligation of the Borrowers
shall survive the termination of this Agreement. 

     

        Section 9.6
Successors and Assigns; Participations;
Foreign and Purchasing Banks.

     

        (a) This Agreement
shall be binding upon and inure to the benefit of the Borrowers, the
Administrative Agent, the Banks, all future holders of the Notes, and their
respective successors and assigns, except that the Borrowers may not assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of each Bank. 

     

        (b) Any Bank may, in
the ordinary course of its commercial banking business and in accordance with
applicable law, at any time sell to one or more banks or other entities
(“Participants”) participating interests in a minimum
aggregate amount of $5,000,000 in any Revolving Loan or other Obligation owing
to such Bank, any Revolving Note held by such Bank, and any Revolving Commitment
of such Bank, or any other interest of such Bank hereunder. In the event of any
such sale by a Bank of participating interests to a Participant, (i) such Bank’s
obligations under this Agreement to the other parties to this Agreement shall
remain unchanged, (ii) such Bank shall remain solely responsible for the
performance thereof, (iii) such Bank shall remain the holder of any such
Revolving Note for all purposes under this Agreement, (iv) the Borrowers, the
Borrowers’ Agent and the Administrative Agent shall continue to deal solely and
directly with such Bank in connection with such Bank’s rights and obligations
under this Agreement and (v) the agreement pursuant to which such Participant
acquires its participating interest herein shall provide that such Bank shall
retain the sole right and responsibility to enforce the Obligations, including,
without limitation the right to consent or agree to any amendment, modification,
consent or waiver with respect to this Agreement or any other Loan Document,
provided that such agreement may provide that such Bank will not consent or
agree to any such amendment, modification, consent or waiver with respect to the
matters set forth in Sections 9.1(a) - (e) without the prior consent of such
Participant. Each Borrower agrees that if amounts outstanding under this
Agreement, the Revolving Notes and the Loan Documents are due and unpaid, or
shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall be deemed to have, to
the extent permitted by applicable law, the right of setoff in respect of its
participating interest in amounts owing under this Agreement and any Revolving
Note or other Loan Document to the same extent as if the amount of its
participating interest were owing directly to it as a Bank under this Agreement
or any Revolving Note or other Loan Document; provided, that such right of setoff shall be subject
to the obligation of such Participant to share with the Banks, and the Banks
agree to share with such Participant, as provided in subsection 8.11. Each
Borrower also agrees that each Participant shall be entitled to the benefits of
subsections 2.21, 2.22, 2.23, 2.24 and 9.2 with respect to its participation in
the Revolving Commitments and Revolving Loans; provided, that no Participant shall be entitled to
receive any greater amount pursuant to such subsections than the transferor Bank
would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Bank to such Participant had no
such transfer occurred.

     

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        (c) Each Bank may,
from time to time, with the consent of the Administrative Agent,
and the Borrowers’ Agent (none of which consents shall be unreasonably withheld;
and if an Event of Default shall have occurred and be continuing, then consent
of the Borrowers’ Agent shall not be required) assign to other lenders (each, an
“Assignee”) all or part of its rights or obligations
hereunder or under any other Loan Document in a minimum aggregate amount of
$5,000,000 evidenced by any Revolving Note then held by that Bank, together with
equivalent proportions of its Revolving Commitment or the Swing Line Commitment,
together with the Swing Line Note, pursuant to a written agreement executed by
such assigning Bank, such Assignee(s), the Borrowers’ Agent, and the
Administrative Agent in substantially the form of Exhibit C, which agreements shall specify in each
instance the portion of the Obligations evidenced by the Revolving Notes which
are to be assigned to each Assignee and the portion of the Revolving Commitment
or the Swing Line Commitment of such Bank to be assumed by each Assignee (each,
an “Assignment Agreement”); provided, however, that the assigning Bank must pay to the
Administrative Agent a processing and recordation fee of $3,500 and, in the
case of an assignment of the Swing Line Commitment, such assignment may only be
made to a Bank that holds a Commitment hereunder and must be of the entire Swing
Line Commitment. Upon the execution of each Assignment Agreement by the
assigning Bank, the relevant Assignee, the Borrowers’ Agent, and the
Administrative Agent, payment to the assigning Bank by such Assignee of the
purchase price for the portion of the Obligations being acquired by it and
receipt by the Borrowers’ Agent of a copy of the relevant Assignment Agreement,
(x) such Assignee lender shall thereupon become a “Bank” for all purposes of
this Agreement with a Revolving Commitment in the amount set forth in such
Assignment Agreement and with all the rights, powers and obligations afforded a
Bank under this Agreement, (y) such assigning Bank shall have no further
liability for funding the portion of its Commitment assumed by such Assignee and
(z) the address for notices to such Assignee shall be as specified in the
Assignment Agreement executed by it. Concurrently with the execution and
delivery of each Assignment Agreement, the assigning Bank shall surrender to the
Administrative Agent the applicable Revolving Note and the Borrowers shall
execute and deliver a Revolving Note to the Assignee in the amount of its
Revolving Commitment, and a new Revolving Note to the assigning Bank in the
amount of its Revolving Commitment, respectively, after giving effect to the
reduction occasioned by such assignment, all such Notes to constitute “Revolving
Notes” for all purposes of this Agreement and of the other Loan Documents. In
the case of the assignment of the Swing Line Commitment, the Assignee shall
become the “Swing Line Bank” for all purposes of this Agreement, and the
assigning Bank shall assign the Swing Line Note by allonge to the
Assignee.

     

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        (d) The Borrowers
shall not be liable for any costs incurred by the Banks in effecting any
participation under subparagraph (b) of this subsection or by the Banks in
effecting any assignment under subparagraph (c) of this subsection.


     

        (e) Each Bank may
disclose to any Assignee or Participant and to any prospective Assignee or
Participant any and all financial information in such Bank’s possession
concerning either Borrower or any of its Subsidiaries (if any) which has been
delivered to such Bank by or on behalf of either Borrower or any of its
Subsidiaries pursuant to this Agreement or which has been delivered to such Bank
by or on behalf of either Borrower or any of its Subsidiaries in connection with
such Bank’s credit evaluation of such Borrower or any of its Subsidiaries prior
to entering into this Agreement, provided that prior to disclosing such information,
such Bank shall first obtain the agreement of such prospective Participant to
comply with the provisions of Section 9.7. 

     

        (f) Notwithstanding
any other provision in this Agreement, any Bank may at any time create a
security interest in, or pledge, all or any portion of its rights under and
interest in this Agreement and any note held by it in favor of any federal
reserve bank in accordance with Regulation A of the Board or U. S. Treasury
Regulation 31 CFR § 203.14, and such Federal Reserve Bank may enforce such
pledge or security interest in any manner permitted under applicable
law.

     

        Section 9.7
Confidentiality of
Information. The
Administrative Agent and each Bank shall use reasonable efforts to assure that
information about the Borrowers and their operations, affairs and financial
condition, not generally disclosed to the public or to trade and other
creditors, which is furnished to the Administrative Agent or such Bank pursuant
to the provisions hereof is used only for the purposes of this Agreement and any
other relationship between any Bank and the Borrowers and shall not be divulged
to any Person other than the Banks, their Affiliates and their respective
officers, directors, employees and Administrative Agents, except: (a) to their
attorneys and accountants, (b) in connection with the enforcement of the rights
of the Administrative Agent or the Banks under the Loan Documents or otherwise
in connection with applicable litigation, (c) in connection with assignments and
participations and the solicitation of prospective assignees and participants
referred to in the immediately preceding Section, (d) if such information is
generally available to the public other then as a result of disclosure by the
Administrative Agent or a Bank, (e) to any direct or indirect contractual
counterparty in any hedging arrangement or such contractual counterparty’s
professional advisor, (f) to any nationally recognized rating agency that
requires information about a Bank investment portfolio in connection with
ratings issued with respect to such Bank, and (g) as may otherwise be required
or requested by any regulatory authority having jurisdiction over the
Administrative Agent or any Bank or by any applicable law, rule, regulation or
judicial process, the opinion of the Administrative Agent’s or such Bank’s
counsel concerning the making of such disclosure to be binding on the parties
hereto. Neither the Administrative Agent nor any Bank shall incur any liability
to the Borrowers by reason of any disclosure permitted by this Section.


     

        Section 9.8
Governing Law and
Construction. THE
VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT AND THE NOTES SHALL
BE

     

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    GOVERNED BY THE INTERNAL LAWS
OF THE STATE OF NEBRASKA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES
THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO
NATIONAL BANKS AND FEDERAL SAVINGS BANKS. Whenever possible, each provision of
this Agreement and the other Loan Documents and any other statement, instrument
or transaction contemplated hereby or thereby or relating hereto or thereto
shall be interpreted in such manner as to be effective and valid under such
applicable law, but, if any provision of this Agreement, the other Loan
Documents or any other statement, instrument or transaction contemplated hereby
or thereby or relating hereto or thereto shall be held to be prohibited or
invalid under such applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement, the other Loan
Documents or any other statement, instrument or transaction contemplated hereby
or thereby or relating hereto or thereto. 

     

        Section 9.9
Consent to Jurisdiction. AT
THE OPTION OF THE ADMINISTRATIVE AGENT, THIS AGREEMENT AND THE OTHER
BORROWER LOAN DOCUMENTS MAY BE ENFORCED IN ANY FEDERAL COURT OR NEBRASKA STATE
COURT SITTING IN LANCASTER OR DOUGLAS COUNTY; AND THE BORROWER CONSENTS TO THE
JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN
SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT ANY BORROWER COMMENCES ANY
ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY
TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP
CREATED BY THIS AGREEMENT, THE ADMINISTRATIVE AGENT AT ITS OPTION SHALL BE
ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES
ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE
LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE. 

     

        Section
9.10 Waiver of Jury Trial.
EACH OF THE BORROWER , THE ADMINISTRATIVE AGENT AND EACH BANK IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.


     

        Section 9.11
Survival of Agreement. All representations, warranties, covenants and
agreement made by each Borrower herein or in the other Loan Documents and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be deemed to have
been relied upon by the Banks and shall survive the making of the Loans by the
Banks and the execution and delivery to the Banks by the Borrowers of the Notes,
regardless of any investigation made by or on behalf of the Banks, and shall
continue in full force and effect as long as any Obligation is outstanding and
unpaid and so long as the Commitments have not been terminated; provided,
however, that the obligations of the Borrowers under Section 9.2, Section 9.5
and Section 9.12 shall survive payment in full of the Obligations and the
termination of the Commitments. 

     

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        Section 9.12
Indemnification. The Borrowers hereby agree to defend, protect,
indemnify and hold harmless the Administrative Agent and the Banks and their
respective Affiliates and the directors, officers, employees, attorneys and
Administrative Agents of the Administrative Agent and the Banks and their
respective Affiliates (each of the foregoing being an “Indemnitee” and all of the foregoing being collectively the
“Indemnitees”) from and against any and all claims, actions,
damages, liabilities, judgments, costs and expenses (including all reasonable
fees and disbursements of counsel which may be incurred in the investigation or
defense of any matter) imposed upon, incurred by or asserted against any
Indemnitee, whether direct, indirect or consequential and whether based on any
federal, state, local or foreign laws or regulations (including securities laws,
environmental laws, commercial laws and regulations), under common law or on
equitable cause, or on contract or otherwise:

     

        (a) by reason
of, relating to or in connection with the execution, delivery, performance or
enforcement of any Loan Document, any commitments relating thereto, or any
transaction contemplated by any Loan Document; 

     

        (b) by reason
of, relating to or in connection with any credit extended or used under the Loan
Documents or any act done or omitted by any Person, or the exercise of any
rights or remedies thereunder, including the acquisition of any collateral by
the Banks by way of foreclosure of the Lien thereon, deed or bill of sale in
lieu of such foreclosure or otherwise; or 

     

        (c) any civil
penalty or fine assessed by OFAC against, and all reasonable costs and expenses
(including counsel fees and disbursements) incurred in connection with the
defense thereof, by the Administrative Agent or any Bank as a result of conduct
of any Borrower that violates a sanction enforced by OFAC; 

     

    provided, however, that the
Borrowers shall not be liable to any Indemnitee for any portion of such claims,
damages, liabilities and expenses resulting from such Indemnitee’s gross
negligence or willful misconduct. In the event this indemnity is unenforceable
as a matter of law as to a particular matter or consequence referred to herein,
it shall be enforceable to the full extent permitted by law. 

     

        This indemnification
applies, without limitation, to any act, omission, event or circumstance
existing or occurring on or prior to the later of the Termination Date or the
date of payment in full of the Obligations, including specifically Obligations
arising under clause (b) of this Section. The indemnification provisions set
forth above shall be in addition to any liability the Borrowers may otherwise
have. Without prejudice to the survival of any other obligation of the Borrowers
hereunder the indemnities and obligations of the Borrowers contained in this
Section shall survive the payment in full of the other Obligations.


     

        Section 9.13
Captions. The captions or headings herein and any table of
contents hereto are for convenience only and in no way define, limit or describe
the scope or intent of any provision of this Agreement. 

     

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        Section 9.14
Entire Agreement. This Agreement and the other Loan Documents embody
the entire agreement and understanding between the Borrowers, the Administrative
Agent and the Banks with respect to the subject matter hereof and thereof. This
Agreement supersedes all prior agreements and understandings relating to the
subject matter hereof. Nothing contained in this Agreement or in any other Loan
Document, expressed or implied, is intended to confer upon any Persons other
than the parties hereto any rights, remedies, obligations or liabilities
hereunder or thereunder. 

     

        Section 9.15
Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart. 

     

        Section 9.16
Borrowers Acknowledgements. Each Borrower hereby acknowledges that (a) it has
been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents, (b) neither the Administrative Agent nor
any Bank has any fiduciary relationship to such Borrower, the relationship being
solely that of debtor and creditor, (c) no joint venture exists between such
Borrower and the Administrative Agent or any Bank, and (d) neither the
Administrative Agent nor any Bank undertakes any responsibility to such Borrower
to review or inform such Borrower of any matter in connection with any phase of
the business or operations of such Borrower and such Borrower shall rely
entirely upon its own judgment with respect to its business, and any review,
inspection or supervision of, or information supplied to, such Borrower by the
Administrative Agent or any Bank is for the protection of the Banks and neither
the Borrower nor any third party is entitled to rely thereon. 

     

        Section 9.17
Appointment of and Acceptance by Borrowers’
Agent. Each Borrower hereby
appoints and authorizes the Borrowers’ Agent to take such action as its
Administrative Agent on its behalf and to exercise such powers under the Loan
Documents as are delegated to the Borrowers’ Agent by the terms thereof,
together with such power that are reasonably incidental thereto, and Cabela’s
hereby accepts such appointment. 

     

        Section 9.18
Relationship Among Borrowers. 

     

        (a)
JOINT AND SEVERAL LIABILITY. EACH BORROWER AGREES THAT IT IS LIABLE, JOINTLY AND
SEVERALLY WITH EACH OTHER BORROWER, FOR THE PAYMENT OF ALL OBLIGATIONS OF THE
BORROWERS UNDER THIS AGREEMENT, AND THAT
THE BANKS AND THE ADMINISTRATIVE AGENT CAN ENFORCE SUCH OBLIGATIONS AGAINST ANY
OR ALL BORROWERS, IN THE BANKS’ OR THE ADMINISTRATIVE AGENT’S SOLE AND UNLIMITED
DISCRETION. 

     

        (b)
Waivers of Defenses. The obligations of the Borrowers hereunder shall
not be released, in whole or in part, by any action or thing which might, but
for this provision of this Agreement, be deemed a legal or equitable discharge
of a surety or guarantor, other than irrevocable payment and performance in full
of the Obligations (except for contingent indemnity and other contingent
Obligations not yet due and payable) at a time after any obligation of the Banks
hereunder to make the Revolving Loans, the Swing Line Bank to make the Swing
Line Loans and of the Administrative Agent to issue Letters of Credit shall have
expired or been terminated and all outstanding Letters of Credit shall have
expired or the liability of the Administrative Agent thereon shall have
otherwise been discharged. The purpose and intent of this Agreement is that the
Obligations constitute the direct and primary obligations of each Borrower and
that the covenants, agreements and all obligations of each Borrower hereunder be
absolute, unconditional and irrevocable. Each Borrower shall be and remain
liable for any deficiency remaining after foreclosure of any mortgage, deed of
trust or security agreement securing all or any part of the Obligations, whether
or not the liability of any other Person for such deficiency is discharged
pursuant to statute, judicial decision or otherwise.

     

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        (c)
Other Transactions. The Banks and the Administrative Agent are
expressly authorized to exchange, surrender or release with or without
consideration any or all collateral and security which may at any time be placed
with it by the Borrowers or by any other Person on behalf of the Borrowers, or
to forward or deliver any or all such collateral and security directly to the
Borrowers for collection and remittance or for credit. No invalidity,
irregularity or unenforceability of any security for the Obligations or other
recourse with respect thereto shall affect, impair or be a defense to the
Borrowers’ obligations under this Agreement. The liabilities of each Borrower
hereunder shall not be affected or impaired by any failure, delay, neglect or
omission on the part of any Bank or the Administrative Agent to realize upon any
of the Obligations of any other Borrower to the Banks or the Administrative
Agent, or upon any collateral or security for any or all of the Obligations, nor
by the taking by any Bank or the Administrative Agent of (or the failure to
take) any guaranty or guaranties to secure the Obligations, nor by the taking by
any Bank or the Administrative Agent of (or the failure to take or the failure
to perfect its security interest in or other lien on) collateral or security of
any kind. No act or omission of any Bank or the Administrative Agent, whether or
not such action or failure to act varies or increases the risk of, or affects
the rights or remedies of a Borrower, shall affect or impair the obligations of
the Borrowers hereunder. 

     

        (d)
Actions Not Required. Each Borrower, to the extent permitted by
applicable law, hereby waives any and all right to cause a marshaling of the
assets of any other Borrower or any other action by any court or other
governmental body with respect thereto or to cause any Bank or the
Administrative Agent to proceed against any security for the Obligations or any
other recourse which any Bank or the Administrative Agent may have with respect
thereto and further waives any and all requirements that any Bank or the
Administrative Agent institute any action or proceeding at law or in equity, or
obtain any judgment, against any other Borrower or any other Person, or with
respect to any collateral security for the Obligations, as a condition precedent
to making demand on or bringing an action or obtaining and/or enforcing a
judgment against, such Borrower under this Agreement. 

     

        (e)
No Subrogation. Notwithstanding any payment or payments made by any
Borrower hereunder or any setoff or application of funds of any Borrower by any
Bank or the Administrative Agent, such Borrower shall not be entitled to be
subrogated to any of the rights of any Bank or the Administrative Agent against
any other Borrower or any other guarantor or any collateral security or guaranty
or right of offset held by any Bank or the Administrative Agent for the payment
of the Obligations, nor shall such Borrower seek or be entitled to seek any
contribution or reimbursement from any other Borrower or any other guarantor in
respect of payments made by such Borrower hereunder, until all amounts owing to
the Banks and the Administrative Agent by the Borrowers on account of the
Obligations are irrevocably paid in full. If any amount shall be paid to a
Borrower on account of such subrogation rights at any time when all of the
Obligations shall not have been irrevocably paid in full, such amount shall be
held by that Borrower in trust for the Banks and the Administrative Agent,
segregated from other funds of that Borrower, and shall, forthwith upon receipt
by the Borrower, be turned over to the Administrative Agent in the exact form
received by the Borrower (duly indorsed by the Borrower to the Administrative
Agent, if required), to be applied against the Obligations, whether matured or
unmatured, in such order as the Administrative Agent may determine.

     

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        (f)
Application of Payments. Any and all payments upon the Obligations made by
the Borrowers or by any other Person, and/or the proceeds of any or all
collateral or security for any of the Obligations, may be applied by the Banks
on such items of the Obligations as the Banks may elect. 

     

        (g)
Recovery of Payment. If any payment received by the Banks or the
Administrative Agent and applied to the Obligations is subsequently set aside,
recovered, rescinded or required to be returned for any reason (including,
without limitation, the bankruptcy, insolvency or reorganization of a Borrower
or any other obligor), the Obligations to which such payment was applied shall,
to the extent permitted by applicable law, be deemed to have continued in
existence, notwithstanding such application, and each Borrower shall be jointly
and severally liable for such Obligations as fully as if such application had
never been made. References in this Agreement to amounts “irrevocably paid” or
to “irrevocable payment” refer to payments that cannot be set aside, recovered,
rescinded or required to be returned for any reason. 

     

        (h)
Borrowers’ Financial Condition. Each Borrower is familiar with the financial
condition of the other Borrowers, and each Borrower has executed and delivered
this Agreement based on that Borrower’s own judgment and not in reliance upon
any statement or representation of the Bank. The Banks and the Administrative
Agent shall have no obligation to provide any Borrower with any advice
whatsoever or to inform any Borrower at any time of the Bank’s actions,
evaluations or conclusions on the financial condition or any other matter
concerning the Borrowers. 

     

        (i)
Bankruptcy of the Borrowers. Each Borrower expressly agrees that, to the extent
permitted by applicable law, the liabilities and obligations of that Borrower
under this Agreement shall not in any way be impaired or otherwise affected by
the institution by or against any other Borrower or any other Person of any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or any other similar proceedings for relief under any bankruptcy law or similar
law for the relief of debtors and that any discharge of any of the Obligations
pursuant to any such bankruptcy or similar law or other law shall not diminish,
discharge or otherwise affect in any way the obligations of that Borrower under
this Agreement, and that upon the institution of any of the above actions, such
obligations shall be enforceable against that Borrower.

     

    - 69 -


     

    

    
    



        (j)
Limitation; Insolvency Laws. As used in this Section 9.18(j): (a) the term
“Applicable Insolvency Laws” means the laws of the United States of America or
of any State, province, nation or other governmental unit relating to
bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors,
dissolution, insolvency, fraudulent transfers or conveyances or other similar
laws (including, without limitation, 11 U. S. C. §547, §548, §550 and other
“avoidance” provisions of Title 11 of the United States Code) as applicable in
any proceeding in which the validity and/or enforceability of this Agreement
against any Borrower, or any Specified Lien is in issue; and (b) “Specified
Lien” means any security interest, mortgage, lien or encumbrance granted by any
Borrower securing the Obligations, in whole or in part. Notwithstanding any
other provision of this Agreement, if, in any proceeding, a court of competent
jurisdiction determines that with respect to any Borrower, this Agreement or any
Specified Lien would, but for the operation of this Section, be subject to
avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency
Laws, this Agreement and each such Specified Lien shall be valid and enforceable
against such Borrower, only to the maximum extent that would not cause this
Agreement or such Specified Lien to be subject to avoidance, recovery or
unenforceability. To the extent that any payment to, or realization by, the
Banks or the Administrative Agent on the Obligations exceeds the limitations of
this Section and is otherwise subject to avoidance and recovery in any such
proceeding, the amount subject to avoidance shall in all events be limited to
the amount by which such actual payment or realization exceeds such limitation,
and this Agreement as limited shall in all events remain in full force and
effect and be fully enforceable against such Borrower. This Section is intended
solely to reserve the rights of the Banks and the Administrative Agent hereunder
against each Borrower, in such proceeding to the maximum extent permitted by
Applicable Insolvency Laws and neither the Borrowers, any guarantor of the
Obligations nor any other Person shall have any right, claim or defense under
this Section that would not otherwise be available under Applicable Insolvency
Laws in such proceeding. 

     

        Section 9.19
USA Patriot Act Notice. Each Bank that is subject to the Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any Bank)
hereby notifies the Borrowers that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act”),
it is required to obtain, verify and record information that identifies the
Borrowers, which information includes the name and address of the Borrowers and
other information that will allow such Bank or the Administrative Agent, as
applicable, to identify the Borrowers in accordance with the Act. 

     

        Section 9.20
Interest Rate Limitation. Notwithstanding anything herein to the contrary, if
at any time the interest rate applicable to any Loan, together with all fees,
charges and other amounts that are treated as interest on such Loan under
applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted
for, charged, taken, received or reserved by the Bank holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Bank in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Rate to the date of
repayment, shall have been received by such Bank.

     

    - 70 -


     

    

    
    



        Section 9.21
Effect of Existing Credit
Agreement. This Agreement amends
and restates the Existing Credit Agreement in its entirety, provided that the obligations of the Borrowers incurred under
the Existing Credit Agreement shall continue under this Agreement, and shall not
in any circumstances be terminated, extinguished or discharged hereby or thereby
but shall hereafter be governed by the terms of this Agreement. 

     

    [The remainder
of this page intentionally left blank.] 

     

    - 71 -


     

    

    
    



        IN WITNESS
WHEREOF, the parties hereto have
caused this Agreement to be executed as of the date first above
written.

     

    
      	
            	CABELA’S INCORPORATED	
            
	
            	 	
            
	
            	By:	/s/ Ralph W. Castner	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Vice President and CFO	
            
	
            	 	
            
	
            	CABELA’S CATALOG, INC.	
            
	
            	 	
            
	
            	By:	/s/ Ralph W. Castner	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Secretary and Treasurer	
            
	
            	 	
            
	
            	CABELA’S MARKETING AND BRAND	
            
	
            	MANAGEMENT, INC.	
            
	
            	 	
            
	
            	By:	/s/ Ralph W. Castner	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Vice President, Secretary and
      Treasurer	
            
	
            	 	
            
	
            	CABELA’S RETAIL, INC.	
            
	
            	 	
            
	
            	By:	/s/ Ralph W. Castner	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Secretary and Treasurer	
            
	
            	 	
            
	
            	CABELA’S OUTDOOR ADVENTURES,	 
	
            	INC.	
            
	
            	 	
            
	
            	By:	/s/ Ralph W. Castner	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Secretary and Treasurer	
            
	
            	 	
            
	
            	CABELAS.COM, INC.	
            
	
            	 	
            
	
            	By:  	/s/ Ralph W. Castner	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Secretary and Treasurer	
            


    


    S-1 to Amended
and Restated Credit Agreement

     

    

    
    



    
      	
            	CABELA’S WHOLESALE, INC.	
            
	
            	 	
            
	
            	By:	/s/ Ralph W. Castner	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Secretary and Treasurer	
            
	
            	 	
            
	
            	CABELA’S VENTURES, INC.	
            
	
            	  	
            
	
            	By:	/s/ Ralph W. Castner	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Secretary and Treasurer	
            
	
            	  	
            
	
            	VAN DYKE SUPPLY COMPANY, INC.	
            
	
            	  	
            
	
            	By:	/s/ Ralph W. Castner	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Secretary and Treasurer	
            
	
            	  	
            
	
            	WILD WINGS, LLC	
            
	
            	 	
            
	
            	By:	/s/ Ralph W. Castner	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Secretary and Treasurer	
            
	
            	  	
            
	
            	CABELA’S LODGING, LLC	
            
	
            	  	
            
	
            	By:	/s/ Ralph W. Castner	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Secretary and Treasurer	
            
	
            	  	
            
	
            	CABELA’S RETAIL LA, LLC	
            
	
            	  	
            
	
            	By:  	/s/ Ralph W. Castner	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Secretary and Treasurer	
            


    


    S-2 to Amended and Restated
Credit Agreement

     

    

    
    



    
      	
            	CABELA’S TROPHY PROPERTIES, LLC.	
            
	
            	   	
            
	
            	By: 	/s/ Ralph W. Castner 	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Secretary and Treasurer	
            
	
            	   	
            
	
            	ORIGINAL CREATIONS, LLC	
            
	
            	  	
            
	
            	By:  	/s/ Ralph W. Castner 	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Secretary and 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	
            
	
            	  	
            
	
            	CABELA’S RETAIL GP, L.P.	
            
	
            	  	
            
	
            	By: 	/s/ Ralph W. Castner 	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Secretary and Treasurer	
            
	
            	  	
            
	
            	CRLP, LLC	 
	
            	     	
            
	
            	By: 	/s/ Ralph W. Castner 	
            
	
            	Name: Ralph W. Castner	
            
	
            	Title: Secretary and Treasurer	
            


    


    S-3 to Amended and Restated
Credit Agreement

     

    

    
    



    
      	          Commitment
      Amount	
            	
            
	Revolving	Swing Line	
            
	$85,000,000	$20,000,000 U.S. BANK NATIONAL ASSOCIATION, in
      its	
            
	Initial
      Revolving	          	individual corporate capacity and as
      Administrative	
            
	Percentage	
            	Agent	
            
	26.153846153848%	 	
            	 	
            
	
            	
            	By:           	/s/ James M.
    Williams	
            
	
            	
            	Name: James M. Williams	
            
	
            	
            	Title: Vice President	
            
	 	                            	    	 
	
            	
            	Address for Administrative Agent:	
            
	
            	
            	Attention: Stephen E. Carlton	
            
	
            	
            	U.S. Bank Capital Markets	
            
	
            	
            	Mail Location: MK-WI-J3SM	
            
	
            	
            	777 East Wisconsin Avenue	
            
	
            	
            	Milwaukee, WI 53202	
            
	 	 	   	 
	
            	
            	Address for Bank:	
            
	
            	
            	Attention: James M. Williams	
            
	
            	
            	233 South 13th Street	
            
	
            	
            	9th Floor, NELT0911	
            
	
            	
            	Lincoln, NE 68508	
            


    


    S-4 to Amended and Restated
Credit Agreement

     

    

    
    



    
      	          Commitment
      Amount	
            
	Revolving	          	
            	
            	
            
	$50,000,000	
            	LASALLE BANK NATIONAL ASSOCIATION	
            
	Initial
      Revolving	                            	
            	 	
            
	Percentage	
            	By:           	/s/ Darren L.
Lemkau	
            
	15.384615384615%	
            	Name: Darren L. Lemkau	
            
	
            	
            	Title: First Vice President	
            
	
            	
            	 	
            
	
            	
            	Address:	
            
	
            	
            	Attention: Darren L. Lemkau	
            
	
            	
            	Republic Plaza	
            
	
            	
            	370 17th Street, Suite 3590	
            
	
            	
            	Denver, CO 80202	
            


    


    S-5 to Amended and Restated
Credit Agreement

     

    

    
    



    
      	         
      Commitment
      Amount	
            
	Revolving	                            	
            	
            	
            
	$50,000,000	
            	WACHOVIA BANK, NATIONAL ASSOCIATION
	Initial
      Revolving	
            	
            	  	
            
	Percentage	
            	By:           	/s/ Michael Jordan	
            
	15.384615384615%	
            	Name: Michael Jordan	
            
	
            	
            	Title: Managing Director	
            
	  
      	
            
	
            	
            	Address:	
            
	
            	
            	Attention: Katie Riley	
            
	
            	
            	301 South College Street	
            
	
            	
            	Mailcode NC0760	
            
	
            	
            	Charlotte, NC 28288	
            


    


    S-6 to Amended and Restated
Credit Agreement

     

    

    
    



    
      	          Commitment
      Amount	
            
	Revolving	
            	
            	
            	
            
	$30,000,000	
            	COMERICA BANK	
            
	Initial
      Revolving	                            	
            	
            	
            
	Percentage	
            	By:           	/s/ Timothy H.
    O’Rourke	
            
	9.230769230769%	          	Name: Timothy H. O'Rourke	
            
	
            	
            	Title: Vice President	
            
	
            	
            	  	
            
	
            	
            	Address:	
            
	
            	
            	Attention: Timothy H. O’Rourke	
            
	
            	
            	U.S. Banking-Midwest II	
            
	
            	
            	500 Woodward Ave. - M.C. 3269	
            
	
            	
            	Detroit, MI 48226	
            


    


    S-7 to Amended and Restated
Credit Agreement

     

    

    
    



    
      	          Commitment
      Amount     	  	
            
	Revolving 	  	  	  	
            
	$50,000,000 	                            	WELLS FARGO BANK,	
            
	Initial
      Revolving 	 	NATIONAL ASSOCIATION	
            
	Percentage 	     	  	  	
            
	15.384615384615%	  	By:           	/s/ Bill K. Weber	
            
	
            	  	Name: Bill K. Weber	
            
	
            	  	Title: Vice President	
            
	
            	
            	   	
            
	
            	  	Address:	
            
	
            	  	Attention: Bill K. Weber	
            
	
            	  	Wells Fargo Center	
            
	
            	  	1248 “O” Street	
            
	
            	  	Lincoln, NE 68508	
            


    


    S-8 to Amended and Restated
Credit Agreement 

     

    

    
    



    
      	          Commitment
      Amount 	
            
	Revolving	                            	
            	
            	
            
	$30,000,000	
            	JPMORGAN CHASE BANK, N.A.	
            
	Initial
      Revolving	          	
            	
            	
            
	Percentage	
            	By:           	/s/ Teri Streusand	
            
	9.230769230769%	
            	Name: Teri Streusand	
            
	
            	
            	Title: Vice President	
            
	
            	
            	   	
            
	
            	
            	Address:	
            
	
            	
            	Attention: Teri Streusand	
            
	
            	
            	JPMorgan Chase Bank, N.A.	
            
	
            	
            	270 Park Ave., 4th Floor	
            
	
            	
            	New York, NY 10021	
            


    


    S-9 to Amended and Restated
Credit Agreement

     

    

    
    



    
      	          Commitment
      Amount	
            
	Revolving	                        
         	
            	
            	
            
	$30,000,000	
            	SOVEREIGN BANK	
            
	Initial
      Revolving	
            	
            	
            	
            
	Percentage	
            	By:     
           	/s/ Keith Cornwall	
            
	9.230769230769%	
            	Name: Keith Cornwall	
            
	
            	
            	Title: Vice President	
            
	
            	
            	   	
            
	
            	
            	Address:	
            
	
            	
            	Attention: Keith Cornwall	
            
	
            	
            	601 Penn St.	
            
	
            	
            	10-6438-CM9	
            
	
            	
            	Reading, PA 19601	
            


    


    S-10 to Amended and Restated
Credit Agreement

     

    


    
    


    Exhibit A-1-1


     

    EXHIBIT A-1
TO

    SECOND AMENDED
AND RESTATED 

    CREDIT AGREEMENT


     

    REVOLVING NOTE


     

    
      	$[            
      ]  	[date] 
	  	Minneapolis, Minnesota



    


        FOR VALUE RECEIVED,
CABELA’S INCORPORATED, a Delaware corporation, CABELA’S RETAIL, INC., a Nebraska
corporation, VAN DYKE SUPPLY COMPANY, INC., a South Dakota corporation, CABELA’S
VENTURES, INC., a Nebraska corporation, CABELA’S OUTDOOR ADVENTURES, INC., a
Nebraska corporation, CABELA’S CATALOG,
INC., a Nebraska corporation, CABELA’S WHOLESALE, INC., a Nebraska corporation,
CABELA’S MARKETING AND BRAND MANAGEMENT, INC., a Nebraska corporation,
CABELAS.COM, INC., a Nebraska corporation, WILD WINGS, LLC, a Minnesota limited
liability company, CABELA’S LODGING, LLC, a Nebraska limited liability company,
CABELA’S RETAIL LA, LLC, a Nebraska limited liability company, CABELA’S TROPHY
PROPERTIES, LLC, a Nebraska limited liability company, ORIGINAL CREATIONS, LLC,
a Minnesota limited liability company, CABELA’S RETAIL TX, L.P., a Nebraska
limited partnership, CABELA’S RETAIL GP, LLC, a Nebraska limited liability
company, and CRLP, LLC, a Nebraska limited liability company, jointly and
severally hereby promise to pay to the order of
[            ] (the
“Bank”) at the main office of U.S. Bank National Association in Minneapolis,
Minnesota, in lawful money of the United States of America in Immediately
Available Funds (as such term and each other capitalized term used herein are
defined in the Credit Agreement hereinafter referred to) on the Termination
Date, the principal amount of [     ] DOLLARS AND NO CENTS
($[      ]) or, if less, the aggregate unpaid principal
amount of the Revolving Loans made by the Bank under the Credit Agreement, and
to pay interest (computed on the basis of actual days elapsed and (A) with
respect to Prime Rate Advances, a year of 365 or 366 days, as the case may be,
or (B) with respect to all other types of Advances, a year of 360 days) in like
funds on the unpaid principal amount hereof from time to time outstanding at the
rates and times set forth in the Credit Agreement. 

     

        This note is one of
the Revolving Notes referred to in the Second Amended and Restated Credit
Agreement dated as of ____________, 2005 (as the same may hereafter be from time
to time amended, restated or otherwise modified, the “Credit Agreement”) among
the undersigned, the Bank and the other banks named therein. This note is
subject to acceleration upon the terms provided in said Credit Agreement.


     

    

    
    



    Exhibit A-1-2


     

        This
note amends and restates an existing Revolving Note dated May 6, 2004, in the
original principal amount of
$[                  
] issued by the undersigned to the order of the Bank (the “Prior Note”). It is
expressly intended, understood and agreed that this note shall replace the Prior
Note as evidence of such indebtedness of undersigned to the Bank, and such
indebtedness if the undersigned to the Bank heretofore represented by the Prior
Note, as of the date hereof, shall be considered outstanding hereunder from and
after the date hereof and shall not be considered paid (nor shall the
undersigned’s obligation to pay the same be considered discharged or satisfied)
as a result of the issuance of this note. 

     

        In the event of
default hereunder, each undersigned agrees to pay all costs and expenses of
collection, including reasonable attorneys’ fees. Each undersigned waives
demand, presentment, notice of nonpayment, protest, notice of protest and notice
of dishonor. 

     

    

    
    



    Exhibit A-1-3


     

        THE VALIDITY,
CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEBRASKA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES
APPLICABLE TO NATIONAL BANKS. 

     

    
      
        	CABELA’S INCORPORATED


      


      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      
        	CABELA’S RETAIL, INC.


      


      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      
        	VAN DYKE SUPPLY COMPANY, INC.


      


      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      
        	CABELA’S VENTURES, INC.


      


      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      
        	CABELA’S OUTDOOR ADVENTURES,
INC.


      


      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      
        	CABELA’S CATALOG, INC.


      


      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      

    



    

    
    



    Exhibit A-1-4


     

    
      
        	CABELA’S WHOLESALE, INC.


      


      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      
        	CABELA’S MARKETING AND BRAND
	MANAGEMENT, INC.


      


      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      
        	CABELAS.COM, INC.


      


      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      
        	WILD WINGS, LLC


      


      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      
        	CABELA’S LODGING, LLC


      


      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      
        	CABELA’S RETAIL LA, LLC


      


      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      

    



    

    
    



    Exhibit A-1-5


     

    
      	CABELA’S TROPHY PROPERTIES, LLC



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	ORIGINAL CREATIONS, LLC



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	CABELA’S RETAIL TX, L.P.



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	CABELA’S RETAIL GP, LLC



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	CRLP, LLC


      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      

    



    

    
    



    Exhibit A-2-1


     

    EXHIBIT A-2 TO


    SECOND AMENDED
AND RESTATED 

    CREDIT AGREEMENT


     

    SWING LINE NOTE


     

    
      	$20,000,000	[date] 
	  	Minneapolis, Minnesota



    


        FOR VALUE RECEIVED,
CABELA’S INCORPORATED, a Delaware corporation, CABELA’S RETAIL, INC., a Nebraska
corporation, VAN DYKE SUPPLY COMPANY, INC., a South Dakota corporation, CABELA’S
VENTURES, INC., a Nebraska corporation, CABELA’S OUTDOOR ADVENTURES, INC., a
Nebraska corporation, CABELA’S CATALOG,
INC., a Nebraska corporation, CABELA’S WHOLESALE, INC., a Nebraska corporation,
CABELA’S MARKETING AND BRAND MANAGEMENT, INC., a Nebraska corporation,
CABELAS.COM, INC., a Nebraska corporation, WILD WINGS, LLC, a Minnesota limited
liability company, CABELA’S LODGING, LLC, a Nebraska limited liability company,
CABELA’S RETAIL LA, LLC, a Nebraska limited liability company, CABELA’S TROPHY
PROPERTIES, LLC, a Nebraska limited liability company, ORIGINAL CREATIONS, LLC,
a Minnesota limited liability company, CABELA’S RETAIL TX, L.P., a Nebraska
limited partnership, CABELA’S RETAIL GP, LLC, a Nebraska limited liability
company, and CRLP, LLC, a Nebraska limited liability company, jointly and
severally hereby promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION
(the “Bank”) at the office of U.S. BANK, NATIONAL ASSOCIATION located at 800
Nicollet Mall, Minneapolis, Minnesota 55402, in lawful money of the United
States of America in Immediately Available Funds (as such term and each other
capitalized term used herein are defined in the Credit Agreement hereinafter
referred to), on the Termination Date the principal sum of TWENTY MILLION
DOLLARS AND NO/CENTS ($20,000,000), or, if less, the aggregate unpaid principal
amount of all Swing Line Loans made by the Bank pursuant to the Credit
Agreement. Each Borrower further agrees to pay interest accrued on the unpaid
principal amount outstanding hereunder from time to time from the date hereof in
like money at such office at the rates and on the dates specified in the Credit
Agreement together with all other costs, fees and expenses as provided in the
Credit Agreement. 

     

        This note is the
Swing Line Note referred to in the Second Amended and Restated Credit Agreement
dated as of ___________, 2005 (as the same may hereafter be from time to time
amended, restated or otherwise modified, the “Credit Agreement”) among the
undersigned, the Bank and the other banks named therein. This note is subject to
acceleration upon the terms provided in said Credit Agreement. 

     

    

    
    



    Exhibit A-2-2


     

        This note amends and
restates an existing Swing Line Note dated May 6, 2004, in the original
principal amount of $10,000,000 issued by the undersigned to the order of the
Bank (the “Prior Note”). It is expressly intended, understood and agreed that
this note shall replace the Prior Note as evidence of such indebtedness of
undersigned to the Bank, and such indebtedness of the undersigned to the Bank
heretofore represented by the Prior Note, as of the date hereof, shall be
considered outstanding hereunder from and after the date hereof and shall not be
considered paid (nor shall the undersigned’s obligation to pay the same be
considered discharged or satisfied) as a result of the issuance of this
note.

     

        In the event of
default hereunder, each undersigned agrees to pay all costs and expenses of
collection, including reasonable attorneys’ fees. Each undersigned waives
demand, presentment, notice of nonpayment, protest, notice of protest and notice
of dishonor. 

     

    

    
    



    Exhibit A-2-3


     

        THE VALIDITY,
CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEBRASKA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES
APPLICABLE TO NATIONAL BANKS. 

     

    
      	CABELA’S INCORPORATED



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	CABELA’S RETAIL, INC.



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	VAN DYKE SUPPLY COMPANY, INC.



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	CABELA’S VENTURES, INC.



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	CABELA’S OUTDOOR ADVENTURES, INC.



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      
 

      	
              CABELA’S CATALOG,
      INC.

            
	 


      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      

    



    

    
    



    Exhibit A-2-4


     

    
      	CABELA’S WHOLESALE, INC.



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	CABELA’S MARKETING AND BRAND
	MANAGEMENT, INC.



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	CABELAS.COM, INC.



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	WILD WINGS, LLC



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	CABELA’S LODGING, LLC



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	CABELA’S RETAIL LA, LLC



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      

    



    

    
    



    Exhibit A-2-5


     

    
      	CABELA’S TROPHY PROPERTIES, LLC



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	ORIGINAL CREATIONS, LLC



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	CABELA’S RETAIL TX,
L.P.



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	CABELA’S RETAIL GP, LLC



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	CRLP, LLC



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      

    



    

    
    



    Exhibit B-1


     

    EXHIBIT B
TO 

    SECOND
AMENDED AND RESTATED 

    CREDIT
AGREEMENT 

     

    [FORM OF
COMPLIANCE CERTIFICATE] 

     

    To: U.S. Bank National
Association: 

     

    THE UNDERSIGNED HEREBY
CERTIFIES THAT: 

     

        (1) I am the duly
elected Chief Financial Officer of Cabela’s Incorporated, the agent for Cabela’s
Incorporated, Cabela’s Retail, Inc., Van Dyke Supply Company, Inc., Cabela’s
Ventures, Inc., Cabela’s Outdoor Adventures, Inc., Cabela’s Catalog, Inc.,
Cabela’s Wholesale, Inc., Cabela’s Marketing and Brand Management, Inc.,
Cabelas.com, Inc., Wild Wings, LLC, Cabela’s Lodging, LLC, Cabela’s Retail LA,
LLC, Cabela’s Trophy Properties, LLC, Original Creations, LLC, Cabela’s Retail
TX, L.P., Cabela’s Retail GP, LLC and CRLP, LLC (collectively, the “Borrowers”);


     

        (2) I have reviewed
the terms of the Second Amended and Restated Credit Agreement dated as of
______________, 2005, among the Borrowers, U.S. Bank National Association and
certain Banks named therein (as amended, restated or otherwise modified from
time to time, the “Credit Agreement”) and I have made, or have caused to be made
under my supervision, a detailed review of the transactions and conditions of
the Borrowers during the accounting period covered by the Attachment hereto;


     

        (3) The examination
described in paragraph (2) did not disclose, and I have no knowledge, whether
arising out of such examinations or otherwise, of the existence of any condition
or event which constitutes a Default or an Event of Default (as such terms are
defined in the Credit Agreement) during or at the end of the accounting period
covered by the Attachment hereto or as of the date of this Certificate, except
as described below (or on a separate attachment to this Certificate). The
exceptions listing, in detail, the nature of the condition or event, the period
during which it has existed and the action which the Borrowers have taken, is
taking or proposes to take with respect to each such condition or event are as
follows: 

     

    
      	    


    

     

        The foregoing
certification, together with the computations in the Attachment hereto and the
financial statements delivered with this Certificate in support hereof, are made
and delivered this ___ day of ____________, ______ pursuant to Section 5.1(c) of
the Credit Agreement. 

     

    
      	CABELA’S INCORPORATED,
	as Borrowers’ Agent



      
        	By   	 


      

      
        	Name   	 


      

      
        	Title   	 


      

    



    

    
    



    Exhibit
B-2

     

    ATTACHMENT TO
COMPLIANCE CERTIFICATE 

    AS OF
______________, ____WHICH PERTAINS 

    TO THE PERIOD
FROM ________________, ______
TO ________________, _______


     

    Tangible Net Worth (Section 6.15)

     

    
      	     	A. 	Tangible
      Net Worth for current	
            	
            
	
            	
            	fiscal
      year	$___________	
            
	
            	
            	 	
            	
            
	
            	B.	Minimum
      Tangible Net Worth:	
            	
            
	
            	
            	 	
            	
            
	
            	
            	$350,000,000 	
            	
            
	
            	
            	 	
            	
            
	
            	
            	plus	
            	
            
	
            	
            	 	
            	
            
	
            	
            	the
      greater of	
            	
            
	
            	
            	 	
            	
            
	
            	
            	(i)
      zero	
            	
            
	
            	
            	 	
            	
            
	
            	
            	and	
            	
            
	
            	
            	 	
            	
            
	
            	
            	(ii)	
            	
            
	
            	
            	  	
            	
            
	
            	
            	Borrowers’ and Subsidiaries
    consolidated	 	
            
	
            	
            	net
      income for each fiscal year ending	 	 
	
            	
            	after
      the Closing Date	$___________	
            
	
            	
            	times	
            	 
	
            	
            	Fifty
      Percent (50%)	$___________	
            
	
            	
            	   	
            	
            
	
            	
            	     TOTAL	 	$___________
	
            	
            	  	
            	
            
	Cash Flow Leverage Ratio (Section
      6.16)	
            	
            
	 	
            	
            
	
            	A.	Maximum
      Cash Leverage Ratio	3.00 to
      1.00	
            
	
            	
            	 	
            	
            
	
            	B.	Cash
      Flow Leverage Ratio:	
            	
            
	
            	
            	 	
            	
            
	
            	
            	Adjusted
      Coverage Indebtedness	$___________	
            
	
            	
            	  	
            	
            
	
            	
            	to	
            	
            


    


    

    
    



    Exhibit
B-3

     

    
      	 	
            	
            
	 	 	
            
	 	
            	 


    


     

     

    
      	
            	
            	EBITDA for the twelve month period	
            	
            	
            
	
            	
            	ending on such Measurement Date	$___________	
            	
            
	
            	
            	  	
            	
            	
            
	
            	
            	          
      RATIO:	
            	
            	                
      ____ to 1.00
	
            	
            	  	
            	
            	
            
	Fixed Charge Coverage Ratio
      (Section 6.17)	
            
	
            	
            	  	
            	
            	
            
	     	A. 	Minimum
      Fixed Charge	
            	
            	
            
	
            	
            	Coverage
      Ratio	1.50 to
      1.00	
            	
            
	
            	
            	  	
            	
            	
            
	
            	B.	Fixed
      Charge Coverage Ratio:	
            	
            	
            
	
            	
            	   	
            	
            	
            
	 	
            	EBITR
      minus the sum of (i) any	
            	
            	
            
	
            	
            	cash
      dividends and (ii) tax expenses	
            	
            	
            
	
            	
            	of the
      Borrowers and the Subsidiaries	
            	
            	
            
	
            	
            	paid in
      cash, in each case for the twelve	
            	
            	
            
	
            	
            	month
      period ending on such	
            	
            	
            
	
            	 	Measurement Date	$___________	
            	
            
	
            	
            	  	
            	
            	 
	
            	
            	to	
            	
            	
            
	
            	
            	   	
            	
            	
            
	
            	
            	the sum
      of (i) Interest Expense,	
            	
            	
            
	
            	
            	(ii) all
      required principal payments	
            	
            	
            
	
            	
            	with
      respect to Coverage Indebtedness	
            	
            	
            
	
            	
            	of the
      Borrowers and the Subsidiaries	
            	
            	
            
	
            	
            	except
      WFB (including but not limited	
            	
            	
            
	
            	
            	to all payments with respect to
      Capitalized	
            	
            
	
            	
            	Lease Obligations but excluding
    payments	
            	
            
	
            	
            	in
      respect of Revolving Loans), and (iii)	
            	
            	
            
	
            	
            	Operating Lease Obligations of the
      Borrowers	
            	
            
	
            	
            	and the Subsidiaries except WFB, in
    each	
            	
            
	
            	
            	case for the twelve month period ending
      on	
            	
            
	
            	
            	such
      Measurement Date	$___________	
            	
            
	
            	
            	  	
            	
            	
            
	
            	
            	          
      RATIO:	                
      ____ to 1.00	 	
            


    


    

    
    



    Exhibit
C-1 

     

    EXHIBIT C
TO 

    SECOND
AMENDED AND RESTATED 

    CREDIT
AGREEMENT 

     

    ASSIGNMENT AGREEMENT 

     

        ASSIGNMENT AGREEMENT
(the “Agreement”), dated as of [___, ____] among [_____________] (the “Transferor Bank”), [_____________] (the “Purchasing Bank”), Cabela’s
Incorporated, a Delaware corporation (“Borrowers’ Agent”), and U.S. Bank National Association, as
Agent for the Banks under the Credit Agreement described below (in such
capacity, the “Administrative Agent”). 

     

    W I T N E S S E T H 

     

        WHEREAS, this
Agreement is being executed and delivered in accordance with Section 9.6 of the
Second Amended and Restated Credit Agreement, dated as of _________, 2005, among
Borrowers’ Agent, CABELA’S RETAIL, INC., a Nebraska corporation, VAN DYKE SUPPLY
COMPANY, INC., a South Dakota corporation, CABELA’S VENTURES, INC., a Nebraska
corporation, CABELA’S OUTDOOR ADVENTURES, INC., a Nebraska corporation, CABELA’S
CATALOG, INC., a Nebraska corporation, CABELA’S WHOLESALE, INC., a Nebraska
corporation, CABELA’S MARKETING AND BRAND MANAGEMENT, INC., a Nebraska
corporation, CABELAS.COM, INC., a Nebraska corporation, WILD WINGS, LLC, a
Minnesota limited liability company, CABELA’S LODGING, LLC, a Nebraska limited
liability company, CABELA’S RETAIL LA, LLC, a Nebraska limited liability
company, CABELA’S TROPHY PROPERTIES, LLC, a Nebraska limited liability company,
ORIGINAL CREATIONS, LLC, a Minnesota limited liability company, CABELA’S RETAIL
TX, L.P., a Nebraska limited partnership, CABELA’S RETAIL GP, LLC, a Nebraska
limited liability company, and CRLP, LLC, a Nebraska limited liability company
(each, a “Borrower” and collectively, the “Borrowers”), the Transferor Bank and the other Banks
party thereto and the Administrative Agent (as from time to time amended,
supplemented or otherwise modified in accordance with the terms thereof, the
“Credit Agreement”; terms defined therein being used herein as
therein defined); 

     

        WHEREAS, the
Purchasing Bank wishes to become a Bank party to the Credit Agreement; and


     

        WHEREAS, the
Transferor Bank is selling and assigning to the Purchasing Bank rights,
obligations and commitments under the Credit Agreement; 

     

        NOW, THEREFORE, the
parties hereto hereby agree as follows: 

     

        1. Upon the execution
and delivery of this Agreement by the Purchasing Bank, the Transferor Bank, the Administrative Agent and
the Borrowers’ Agent, the Purchasing Bank shall be a Bank party to the Credit
Agreement for all purposes thereof. 

     

        2. Effective on
[__________, _______] (the “Effective Date”), the Transferor Bank hereby sells and
assigns to the Purchasing Bank its Revolving Commitment equal to $[__________]
(the “Assignment Amount”) of the principal amount of and all interest
accrued on its Revolving Loans outstanding under the Credit Agreement. Together
with the Assignment Amount, the Transferor Bank hereby assigns to the Purchasing
Bank the Transferor Bank’s interest as a Bank in the Loan Documents (the
Revolving Commitment, the Assignment Amount, such Revolving Loans and such
interest in the Loan Documents being hereinafter referred to as the
“Assigned Interest”). The Purchasing Bank hereby assumes the
Assigned Interest and the Transferor Bank’s related obligations under the Loan
Documents.

     

    

    
    



    Exhibit
C-2 

     

        3. On the Effective
Date, the Purchasing Bank shall pay to the Transferor Bank a purchase price (the
“Purchase Price”) equal to the outstanding principal amount
of the Revolving Loans included in the Assigned Interest as of the day preceding
the Effective Date. The Transferor Bank acknowledges receipt from the Purchasing
Bank of an amount equal to the Purchase Price. 

     

        4. All interest and
Revolving Commitment Fees accrued on the Assigned Interest for the billing
period in which the Effective Date falls shall be paid to the Administrative
Agent as provided in the Credit Agreement, and distributed by the Administrative
Agent (a) with respect to amounts accrued before the Effective Date, to the
Transferor Bank and (b) with respect to amounts accrued on or after the
Effective Date, to the Purchasing Bank. The Transferor Bank has made
arrangements with the Purchasing
Bank with respect to the portion, if any, to be paid by the Transferor Bank to
the Purchasing Bank of other fees heretofore received by the Transferor Bank
pursuant to the Credit Agreement. 

     

        5. Subject to the
provisions of paragraph 4 above, from and after the Effective Date, principal,
interest, fees and other amounts that would otherwise be payable to or for the
account of the Transferor Bank pursuant to the Credit Agreement and the other
Loan Documents in respect of the Assigned Interest shall, instead, be payable to
or for the account of the Purchasing Bank pursuant to the Credit Agreement. Each
time the Banks are asked, from and after the Effective Date, to make Revolving
Loans or otherwise extend credit under the Loan Documents, the Administrative
Agent shall advise the Purchasing Bank, as provided in the Credit Agreement, of
the request, and the Purchasing Bank shall be solely responsible for making a
Revolving Loan or otherwise extending credit in accordance with its Assigned
Interest. 

     

        6. Concurrently with
the execution and delivery hereof, (i) the Borrower and the Purchasing
Bank shall make appropriate
arrangements so that a new Revolving Note is issued to the Purchasing Bank, (ii)
as and to the extent provided in the Credit Agreement, the Administrative Agent
shall prepare and distribute to the Borrower and the Banks a revised schedule of
the Revolving Commitment, Revolving Loans and Revolving Percentage of each Bank,
in each case after giving effect to the assignment of the Assigned Interest, and
(iii) the Transferor Bank shall pay to the Administrative Agent a processing and
recordation fee of $3,500, if required under Section 9.6 of the Credit
Agreement. 

     

        7. The Transferor
Bank (a) represents and warrants to the Purchasing Bank that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (b) represents and warrants to
the Purchasing Bank that the copies of the Loan Documents and the related
agreements, certificates, opinion and letters previously delivered to the
Purchasing Bank are true and correct copies of the Loan Documents and related
agreements, certificates, opinion and letters executed by and/or delivered in
connection with the closing of the credit facility contemplated by the Credit
Agreement; (c) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with the Loan Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of any of the Loan Documents
or any other instrument or document furnished pursuant thereto; and (d) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower, or the performance or observance by the
Borrowers or any other Person of any of their respective obligations under the
Loan Documents or any other instrument or document furnished pursuant
thereto.

     

    

    
    



    Exhibit
C-3 

     

        8. The Purchasing
Bank (a) confirms to the Transferor Bank and the Administrative Agent that it
has received a copy of the Loan Documents together with such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Agreement; (b) acknowledges that it has,
independently and without reliance upon the Transferor Bank, the Administrative
Agent or any Bank and instead in reliance upon its own review of such documents
and information as the Purchasing Bank deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and agrees that it will,
independently and without reliance upon the Transferor Bank, the Administrative
Agent or any Bank, and based on such documents and information as the Purchasing
Bank shall deem appropriate at the time, continue to make its own credit
decision in taking or not taking action under the Loan Documents; and (c) agrees
that it will perform in accordance with their terms all of the obligations which
by the terms of the Loan Documents are required to be performed by the
Purchasing Bank as a Bank under the Credit Agreement. 

     

        9. The Transferor
Bank and the Purchasing Bank each individually represents and warrants that (a)
it is validly existing and in good standing and has all requisite power to enter
into this Agreement and to carry out the provisions hereof and has duly
authorized the execution and delivery of this Agreement; (b) the execution and
delivery of this Agreement and the performance of the obligations hereunder do
not violate any provision of law, any order, rule or regulation of any court or
governmental agency or its charter, articles of incorporation or bylaws or
constitute a default under any agreement or other instrument to which it is a
party or by which it is bound; and (c) it has duly executed and delivered this
Agreement, and this Agreement constitutes a legal, valid and binding obligation
enforceable against it in accordance with its terms. 

     

        10. Each of the
parties to this Agreement agrees that at any time and from time to time upon the
written request of any other party, it will execute and deliver such further
documents and do such further acts and things as such other party may reasonably
request in order to effect the purposes of this Agreement. 

     

        11. The address for
notices to the Purchasing Bank as well as administrative information with
respect to the Purchasing Bank is as set out on the signature page of this
Agreement. 

     

        12. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEBRASKA.

     

    

    
    



    Exhibit
C-4 

     

        IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their respective
duly authorized officers as of the date first set forth above. 

     

    
      	[_____________],
	Transferor Bank\

 

      
        	By:  	 


      


      
        	Name:  	 


      

      
        	Title:  	 


      

      	   
	[_____________],
	Purchasing Bank



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	Applicable Lending Office and address for
	notices:
	   
	[Name of Purchasing
      Bank]


      	[Attention:  	 


      	Telephone:  	 


      	Fax:  	]


      	  
	U.S. BANK NATIONAL
	ASSOCIATION,
	as Administrative
      Agent



      
        	By:  	 


      

      
        	Name:  	 


      

      
        	Title:  	 


      


      	Consented and Acknowledged: 1
	 
	 
	CABELA’S
      INCORPORATED,
	as Borrowers’
    Agent



      
        	By:  	 


      

      
        	Name:  	 


      

    



     
____________________

    1 To the extent required by Section 9.6 of the
Credit Agreement. 

     

    


    
    


    
      	
              Exhibit
      D-1

               

              EXHIBIT D TO
      
SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

            


    

     

    FORM OF

     

    SECOND AMENDED AND
RESTATED INTERCREDITOR AGREEMENT 

     

    Dated as of _________,
2005 

     

    Among 
United of Omaha Life Insurance Company,

Companion Life Insurance Company 
and 
Mutual of Omaha Insurance
Company 
(THE “1995 NOTEHOLDERS”) 

     

    AND 

     

    Jackson National Life
Insurance Company, 
Jackson National Life Insurance Company of New York,

The Prudential Assurance Company Limited, 
AIG SunAmerica Life Assurance
Company 
First SunAmerica Life Insurance Company, 
General Electric
Capital Assurance Company, 
GE Life and Annuity Assurance Company,

Teachers Insurance and Annuity Association of America, 
TIAA-CREF Life
Insurance Company 
Nationwide Life Insurance Company, 
Nationwide Life and
Annuity Insurance Company, 
Provident Mutual Life Insurance Company,

Pacific Life Insurance Company, 
Massachusetts Mutual Life Insurance
Company, 
C.M. Life Insurance Company, 
MassMutual Asia Limited 
and

Principal Life Insurance Company 
(THE “2002 NOTEHOLDERS”) 

     

    AND 

     

    U.S. Bank National
Association, 
Wachovia Bank, National Association, 
LaSalle Bank National
Association, 
Comerica Bank, 

     

    

    
    



    Exhibit D-2


     

    
      	
              Wells Fargo
      Bank, National Association, 
Sovereign Bank 
and 
JPMorgan Chase
      Bank, N.A. 
(THE “BANKS”) 
AND 
U.S. Bank National Association, 
as
      Collateral Agent 
(THE
      “COLLATERAL AGENT”) 
 

               

            


    

     

    

    
    



    Exhibit
D-3

     

    TABLE OF
CONTENTS

     

    
      	SECTION	      	HEADING	PAGE
	Parties	
            	
            	
            	5
	 
	Recitals	
            	
            	
            	5
	 
	SECTION 1.	
            	DEFINITIONS	7
	 
	SECTION 2.	
            	[INTENTIONALLY RESERVED]	
            	10
	  
	SECTION 3.	
            	REMEDIES; APPLICATION
      OF PROCEEDS, RECOVERIES AND OTHER AMOUNTS	10
	 	
            	 	 
	      
      Section 3.1.	 	Remedies	
            	10
	       Section 3.2.	 	Application of Proceeds and Other
      Recoveries	10
	       Section 3.3.	 	Subaccounts for Unfunded L/C
      Obligations	
            	11
	       Section 3.4.	 	Sharing of Recoveries	
            	12
	      
      Section 3.5.	 	Return of Amounts	
            	12
	 
	SECTION 4.	
            	AGREEMENTS AMONG
      THE SENIOR CREDITORS	12
	 	
            	
            
	       Section 4.1.	 	Delivery of Notice of Actionable
      Default	
            	12
	       Section 4.2.	 	Notifications	
            	13
	       Section 4.3.	 	Effect of Non-Compliance	
            	13
	       Section 4.4.	 	Agreement to Cooperate and to Pursue
      Remedies	13
	       Section 4.5.	 	Independent Actions by Senior
      Creditors	
            	13
	       Section 4.6.	 	Relation of Senior Creditors	
            	13
	       Section 4.7.	 	Amendments and Waivers of
      Agreements	
            	14
	       Section 4.8.	 	Amendments and Waivers of This
      Agreement	14
	       Section
      4.9.	 	Solicitation of Senior
    Creditors	
            	14
	       Section 4.10.	 	Parity of Treatment	
            	14
	  
	SECTION 5.	
            	THE COLLATERAL
      AGENT	 	14
	 	
            	
            	
            
	       Section 5.1.	 	Duties of Collateral Agent	
            	14
	       Section 5.2.	 	Collateral Agent’s Liability	
            	15
	       Section 5.3.	 	No Responsibility of Collateral Agent
      for Recitals	16
	       Section 5.4.	 	Certain Limitations on Collateral
      Agent’s Rights to Compensation
	 	
            	       and Indemnification	
            	16
	       Section 5.5.	 	Status of Moneys Received	
            	16
	       Section 5.6.	 	Resignation or Termination of Collateral
      Agent	17
	       Section 5.7.	 	Succession of Successor Collateral
      Agent	
            	17
	       Section 5.8.	 	Eligibility of Collateral Agent	
            	18
	       Section 5.9.	 	Successor Collateral Agent by
      Merger	
            	18
	       Section 5.10.	 	Compensation and Reimbursement of
      Collateral Agent;
	
            	
            	       Indemnification of Collateral
      Agent	
            	18


      
      


      

      
      



      Exhibit D-4


       

      
        	      
      Section 5.11	      
      	Self Dealing	19
	 
	SECTION 6.	
              	MISCELLANEOUS	19
	
              	
              	 	
              
	       Section 6.1	 	Entire Agreement; Parties	19
	       Section 6.2	 	Notices	19
	       Section 6.3	 	Successors and Assigns	23
	       Section 6.4	 	Successor Collateral Agent	24
	       Section 6.5	 	Governing Law	24
	       Section 6.6	 	Counterparts	24
	       Section 6.7	 	Sale of Interest	24
	       Section 6.8	 	Additional Parties	24
	       Section 6.9	 	Termination	24
	       Section
      6.10	 	Severability	24
	 
	Signature	
              	
              	 


      


      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      Exhibit D-5


       

      AMENDED AND RESTATED INTERCREDITOR AGREEMENT 

       

           SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated for
convenience as of ____________, 2005 between (i) United of Omaha Life Insurance
Company, Companion Life Insurance Company and Mutual of Omaha Insurance Company
(collectively, the “1995 Noteholders”)
as parties to the 1995 Note Agreements (as hereinafter defined), (ii) Jackson
National Life Insurance Company, Jackson National Life Insurance Company of New
York, The Prudential Assurance Company Limited, AIG SunAmerica Life Assurance
Company, First SunAmerica Life Insurance Company, General Electric Capital
Assurance Company, GE Life and Annuity Assurance Company, Teachers Insurance and
Annuity Association of America, TIAA-CREF Life Insurance Company, Nationwide
Life Insurance Company, Nationwide Life and Annuity Insurance Company, Provident
Mutual Life Insurance Company, Pacific Life Insurance Company, Massachusetts
Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia
Limited and Principal Life Insurance Company (collectively, the “2002 Noteholders”)
as parties to the 2002 Note Agreements (as hereinafter defined), (iii) LaSalle
Bank National Association (“LaSalle”),
Wachovia Bank, National Association (“Wachovia”), U.S.
Bank National Association (“U.S. Bank”),
Comerica Bank (“Comerica”), Wells Fargo Bank, National Association
(“Wells Fargo”), Sovereign Bank (“Sovereign”) and
JPMorgan Chase Bank, N.A. (“JPMorgan”), and,
together with LaSalle, Wachovia, U.S. Bank, Comerica, Wells Fargo and Sovereign,
individually, a “Bank,” and, collectively, the “Banks”, as parties
to the New Bank Agreement (as hereinafter defined), (iv) U.S. Bank National
Association, as Collateral Agent (the “Collateral Agent”). 

       

      RECITALS: 

       

           A. Cabela’s Incorporated, a Delaware
corporation (the “Company”), entered into the separate Note Agreements
dated as of January 1, 1995 (collectively, the “Original Note Agreements”) with each of the 1995 Noteholders, pursuant to which the Company
heretofore issued and sold to the 1995 Noteholders (i) $10,000,000 in aggregate
principal amount of its 8.79% Senior Notes, Series A, due January 1, 2007 (the
“1995 Series A Notes”), (ii) $5,000,000 in aggregate principal
amount of its 9.01% Senior Notes, Series B, due January 1, 2007 (the
“1995 Series B Notes”), and (iii) $5,000,000 in aggregate principal
amount of its 9.19% Senior Notes, Series C, due January 1, 2010 (the
“1995 Series C Notes”) (the Series A Notes, the Series B Notes and
the Series C Notes being collectively the “1995 Notes”).


       

           B. The Company and certain of the
Banks entered into a Credit Agreement dated as of October 9, 2001 with the
borrowers thereunder consisting of the Company and the following Subsidiaries of
the Company (such Subsidiaries being “Original Co-Obligor Subsidiaries”, and such Original Co-Obligor Subsidiaries,
together with the Company, the “Original Obligors”): (i) Cabela’s Catalog, Inc., (ii) Cabela’s Promotions, Inc., (iii)
Cabela’s Retail, Inc., (iv) Cabela’s Outdoor Adventures, Inc., (v) Cabelas.com,
Inc., (vi) Cabela’s Wholesale, Inc., (vii) Cabela’s Ventures, Inc. and (viii)
Van Dyke Supply Company, Inc. The Company and certain of the Banks entered into
an Amended and Restated Credit Agreement dated as of May 6, 2004 (the
“2004 Bank Agreement”) with the borrowers thereunder consisting of
the Company and the following Subsidiaries of the Company (such Subsidiaries
being “2004 Co-Obligor Subsidiaries”, and
such 2004 Co-Obligor Subsidiaries, together with the Company, the “2004 Obligors”):
(i) Cabela’s Retail, Inc., (ii) Van Dyke Supply Company, Inc., (iii) Cabela’s
Venture, Inc., (iv) Cabela’s Outdoor Adventures, Inc., (v) Cabela’s Catalog,
Inc., (vi) Cabela’s Wholesale, Inc., (vii) Cabela’s Marketing and Brand
Management, Inc., (viii) Cabelas.com, Inc., (ix) Wild Wings, LLC, (x) Cabela’s
Lodging, LLC, (xi) Herter’s, LLC, (xii) Cabela’s Trophy Properties, LLC, and
(xiii) Original Creations, LLC. The Obligors (as hereinafter defined) and the
Banks intend to amend and restate the 2004 Bank Agreement by entering into a
Second Amended and Restated Credit Agreement dated as of _________, 2005 (the
“New Bank Agreement”) in which Cabela’s Retail LA, LLC, a
Nebraska limited liability company (“Cabela’s LA”),
Cabela’s Retail TX, L.P., a Nebraska limited partnership (“Cabela’s TX”),
Cabela’s Retail GP, LLC, a Nebraska limited liability company (“Cabela’s GP”),
CRLP, LLC, a Nebraska limited liability company (“CRLP” and together
with Cabela’s LA, Cabela’s TX, Cabela’s GP and the 2004 Obligors (except
Herter’s, LLC), are collectively, the “Obligors”) will
become additional borrowers under the New Bank Agreement. The Obligors are
sometimes referred to as “Borrowers” under
the New Bank Agreement. 

       

      1

       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      Exhibit D-6


       

           C. The Company and the 1995
Noteholders amended the Original Note Agreements pursuant to the terms of
Amendment No. 1 dated as of June 30, 1997 (“Amendment No. 1”),
Amendment No. 2 dated as of September 1, 2000 (“Amendment No. 2”),
Amendment No. 3 dated as of October 9, 2001 (“Amendment No. 3”),
Amendment No. 4 dated as of September 5, 2002 (“Amendment No. 4”)
and Amendment No. 5 dated as of May 5, 2004 (“Amendment No. 5”)
(the Original Note Agreements, as amended by Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4 and Amendment No. 5 being collectively, the
“1995 Note Agreements”). 

       

           D. The Obligors, Wild Wings, LLC,
Cabela’s Lodging, LLC, Herter’s, LLC (collectively, the “2001 Obligors”)
and the 2002 Noteholders entered into the separate Note Purchase Agreements
dated as of September 5, 2002 (collectively, the “2002 Note Agreements”) with each of the 2002 Noteholders pursuant to which the 2001 Obligors
will issue and sell to the 2002 Noteholders $125,000,000 in aggregate principal
amount of its 4.95% Senior Notes, Series 2002-A, due September 5, 2009 (the
“2002 Notes”). 

       

           E. The 1995 Notes and all principal
thereof, premium, if any, and interest thereon, the 2002 Notes and all principal
thereof, premium, if any and interest thereon, the Bank Loans (as hereinafter
defined) and all principal thereof and interest thereon and any and all other
obligations of the Obligors to the 1995 Noteholders, the 2002 Noteholders and
the Banks of every kind and description, direct or indirect, absolute or
contingent, primary or secondary, due or to become due, now existing or
hereafter arising or acquired, under the terms of the 1995 Notes, the 2002
Notes, the Bank Notes (as hereinafter defined), the 1995 Note Agreements, the
2002 Note Agreements, the New Bank Agreement or any other document or instrument
executed and delivered by any of the Obligors pursuant to the 1995 Note
Agreements, the 2002 Note Agreements, or the New Bank Agreement and any
modification, renewal or replacement thereof, regardless of how they arise or
are acquired or by what agreement or instrument, if any, including obligations
to perform acts and refrain from taking action as well as obligations to pay
money and including, without limitation, the obligation of the Obligors in
respect of undrawn amounts of Letters of Credit, are hereinafter collectively
referred to as the “Obligations.” 

       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	 	Intercreditor
Agreement


      


      Exhibit
D-7

       

           F. The 1995 Noteholders, the 2002
Noteholders and the Banks have reached certain agreements concerning the
interests of each and have set forth said agreements below.

       

      SECTION 1. DEFINITIONS.

       

           Unless the context otherwise requires, the
terms hereinafter set forth when used herein shall have the following meanings
and the following definitions shall be equally applicable to both the singular
and plural forms of any of the terms herein defined:

       

           “Bank Loans” shall mean the Revolver Loans, the L/C Loans
and the Swing Line Loans.

       

           “Bank Notes” shall
mean, collectively, the Revolving Loan Notes evidencing the Revolver Loans
outstanding from time to time under the New Bank Agreement and the Swing Line
Note evidencing the Swing Line Loans outstanding from time to time under the New
Bank Agreement.

       

           “Banks” shall have the meaning set forth in the
introductory paragraph of this Agreement.

       

           “Borrowers” shall have the meaning set forth in paragraph
B of the Recitals hereto.

       

           “Collateral” shall
mean any amounts received by the Collateral Agent hereunder to pay Obligations
including, without limitation, any Recoveries and any other collateral from time
to time securing the Obligations.

       

           “Collateral Agent” shall mean U.S. Bank National Association, in its capacity as collateral
agent hereunder, and any successor collateral agent appointed pursuant to
Section 5.6 hereof.

       

           “Company” shall
mean Cabela’s Incorporated, a Delaware corporation, and any Person who succeeds
to all, or substantially all, of the assets and business of Cabela’s
Incorporated.

       

            “Event of Default” means (i) any Event of Default under the New Bank Agreement, (ii) any
Event of Default under the 1995 Note Agreements or (iii) any Event of Default
under the 2002 Note Agreements.

       

           “Funded L/C Obligations” shall mean at any time the obligations of the Borrowers with respect to
any Letter of Credit which has been partially or fully drawn upon.

       

           “L/C Funding Event” shall mean the occurrence of an event which causes an Unfunded L/C
Obligation to become a Funded L/C Obligation.

       

           “L/C Loans” means the loans of the Banks with respect to
Letters of Credit.

       

           “Letters of Credit” shall mean the Letters of Credit available to the Borrowers under the New
Bank Agreement.

       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      Exhibit D-8


       

           “New Bank
Agreement” shall have the
meaning set forth in paragraph B of the Recitals hereto.

       

           “1995 Note
Agreements” shall have the
meaning set forth in paragraph C of the Recitals hereto. 

       

           “1995 Noteholders”
shall mean United of Omaha Life Insurance Company, Companion Life Insurance
Company and Mutual of Omaha Insurance Company, as the initial purchasers of the
1995 Notes, and any Persons who succeed to their respective benefits in
accordance with Sections 6.3 and 6.7 hereof. 

       

           “1995 Notes” shall have the meaning set forth in paragraph
A of the Recitals hereto. 

       

           “Nonpayment Event of Default” shall mean the occurrence of any Event of
Default other than a Payment Event of Default. 

       

           “Notice of Actionable Default” shall mean a written notice issued by a
Senior Creditor or Senior Creditors to the Collateral Agent, with a copy thereof
to the Company, certifying (1) that a Payment Event of Default under the 1995
Note Agreements, the 2002 Note Agreements, or the New Bank Agreement, as the
case may be, to which such Senior Creditor or Senior Creditors shall be a party
has occurred and is continuing or (2) that a Nonpayment Event of Default under
the 1995 Note Agreements, the 2002 Note Agreements or the New Bank Agreement, as
the case may be, to which such Senior Creditor or Senior Creditors shall be a
party has occurred and is continuing, and that at least 10 days prior to the
issuance of such notice, a Senior Creditor shall have delivered to the
Collateral Agent, the Company and every other Senior Creditor prior written
notice of such Nonpayment Event of Default. 

       

           “Obligations” shall have the meaning set forth in paragraph
E the Recitals hereto. 

       

           “Obligors” shall have the meaning set forth in paragraph
B of the Recitals hereto. 

       

           “Original Co-Obligor Subsidiaries” shall have the meaning set forth in paragraph
B of the Recitals hereto. 

       

           “Original
Obligors” shall have the
meaning set forth in paragraph B of the Recitals hereto. 

       

           “Payment Event of Default” shall mean (1) the occurrence of a default or an event of default under
the 1995 Note Agreements as a result of the failure of the Obligors to pay when
due principal of, premium, if any, or interest on any 1995 Note, (2) the
occurrence of a default or an event of default under the 2002 Note Agreements as
a result of the failure of the Obligors to pay when due principal of, premium,
if any, or interest on any 2002 Note, (3) the occurrence of a default or an
event of default under the New Bank Agreement as a result of the failure of the
Obligors to pay when due interest, unused commitment fee and/or prepayment
compensation, if any, or principal on the Revolver Loans or the Swing Line
Loans, or (4) the occurrence of a default or an event of default under the New
Bank Agreement as a result of the failure of the Obligors to pay when due
reimbursement obligations on Letters of Credit. 

       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      Exhibit D-9


       

           “Person” shall mean
an individual, partnership, corporation, limited liability company, bank, trust
or unincorporated organization, and a government or agency or political
subdivision thereof. 

       

           “Reallocation Event” shall mean an event which causes an Unfunded L/C Obligation to cease to
exist without becoming a Funded L/C Obligation, including the termination of a
Letter of Credit without being drawn upon. 

       

           “Recovery” shall have the meaning set forth in Section
3.4 hereof. 

       

           “Revolver Loans”
shall mean the Revolver Loans available to the Borrowers under the New Bank
Agreement. 

       

           “Secured Documents”
shall mean the 1995 Notes, the 1995 Note Agreements, the 2002 Notes, the 2002
Note Agreements, the Bank Notes, the New Bank Agreement, the Letters of Credit
and any and all amendments and supplements thereof. 

       

           “Senior
Creditors” shall mean the
1995 Noteholders, the 2002 Noteholders and the Banks. 

       

           “Swing Line Loans”
shall mean the Swing Line Loans available to the Borrowers under the New Bank
Agreement. 

       

           “2004 Bank
Agreement” shall have the
meaning set forth in paragraph B of the Recitals hereto. 

       

           “2004 Co-Obligor Subsidiaries” shall have the meaning set forth in paragraph
B of the Recitals hereto. 

       

           “2004 Obligors” shall have the meaning set forth in paragraph
B of the Recitals hereto 

       

           “2002 Note
Agreements” shall have the
meaning set forth in paragraph D of the Recitals hereto. 

       

            “2002 Noteholders”
shall mean Jackson National Life Insurance Company, Jackson National Life
Insurance Company of New York, The Prudential Assurance Company Limited, AIG
SunAmerica Life Assurance Company, First SunAmerica Life Insurance Company,
General Electric Capital Assurance Company, GE Life and Annuity Assurance
Company, Teachers Insurance and Annuity Association of America, TIAA-CREF Life
Insurance Company, Nationwide Life Insurance Company, Nationwide Life and
Annuity Insurance Company, Provident Mutual Life Insurance Company, Pacific Life
Insurance Company, Massachusetts Mutual Life Insurance Company, C.M. Life
Insurance Company, MassMutual Asia Limited and Principal Life Insurance Company,
as the initial purchasers of the 2002 Notes, and any Persons who succeed to
their respective benefits in accordance with Sections 6.3 and 6.7 hereof.


       

           “2002 Notes” shall have the meaning set forth in paragraph
D of the Recitals hereto. 

       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	 	Intercreditor
Agreement


      


      Exhibit D-10

     “Unfunded L/C Obligations”
shall mean at any time the obligations of the Borrowers to the Banks in respect
of undrawn amounts of outstanding Letters of Credit issued by such
Banks.Each such Unfunded Obligation will be deemed
to be in an amount equal to the undrawn amount of the related Letter of
Credit.

       

           “Uniform Commercial Code” shall mean the Uniform Commercial Code, as in effect in the applicable
jurisdiction.

       

      SECTION 2.
[INTENTIONALLY RESERVED].

       

      SECTION 3. REMEDIES; APPLICATION OF PROCEEDS, RECOVERIES AND OTHER AMOUNTS.

       

           Section 3.1.
Remedies. Upon receipt of
a Notice of Actionable Default, the Collateral Agent shall, pursuant to the
written direction of the Senior Creditor or Senior Creditors giving the Notice
of Actionable Default, exercise each of the remedies available to the Collateral
Agent and specified in each written direction to the Collateral Agent, it being
expressly understood that no remedy herein conferred is intended to be exclusive
of any other remedy or remedies; but each and every remedy shall be cumulative
and shall be in addition to every other remedy given herein or now or hereafter
existing at law or in equity or by statute;provided, that (i) a Notice
of Actionable Default may be withdrawn at any time by delivery of a written
notice to the Collateral Agent to such effect by the Senior Creditor or Senior
Creditors which gave the Notice of Actionable Default and upon receipt of such
written notice, the Collateral Agent shall no longer follow the written
directions of such Senior Creditor or Senior Creditors with respect to the
exercise of remedies hereunder, and (ii) if there shall be more than one Notice
of Actionable Default outstanding at any time and the written directions from
the respective Senior Creditors shall be conflicting, the Collateral Agent may
exercise such remedies as it shall, in its sole discretion, deem appropriate,
which will include the following:

       

           (a) The Collateral
Agent shall have the right immediately and without prior notice or demand to set
off against Obligations, whether or not due, all money and other amounts owed by
the Collateral Agent in any capacity to any of the Obligors, and the Collateral
Agent may freeze any bank account of any of the Obligors with the Collateral
Agent prior to and in anticipation of said setoff;

       

           (b) The Collateral
Agent may proceed to protect and enforce its rights by a suit or suits in equity
or at law, or for the specific performance of any covenant or agreement
contained herein, or in aid of the execution of any power herein granted, or for
the enforcement of this Agreement, or for the enforcement of any other
appropriate legal or equitable remedy permitted by applicable law.

       

           Section 3.2. Application of Proceeds and Other Recoveries. In the event that any Notice of Actionable Default shall have been
delivered to the Collateral Agent, amounts recovered from the Obligors or
pursuant to Section 3.4 hereof shall be applied, as promptly as reasonably
practicable, but in no event later than 5 business days after receipt thereof,
subject to the following provisions of this Section 3, to the payment of the
Obligations as follows:

       

           (a) To the payment of
costs and expenses of suit, if any, and the costs of collecting and recovering
any such amounts including, without limitation, the reasonable compensation of the Collateral Agent, its
agents, attorneys and counsel, and of all reasonable expenses, liabilities and
advances incurred or made hereunder by the Collateral Agent;


       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      Exhibit D-11


       

           (b) to the application
to the Obligations in the following order: 

       

           (i) to pay all accrued
interest, fees and other amounts (excluding the items described in clause (ii)
below) which are payable under the Secured Documents apportioned among the
Senior Creditors in proportion to the aggregate amount thereof then due each
Senior Creditor;

       

           (ii) to be allocated
among all outstanding principal, and premium, if any (including, in the case of
the 1995 Notes, the Make-Whole Amounts, as defined in the 1995 Note Agreements
and in the case of the 2002 Notes, the Make-Whole Amount as defined in the 2002
Note Agreements), due on the Bank Loans, the 1995 Notes, the 2002 Notes and all
Unfunded L/C Obligations, apportioned among the Senior Creditors in proportion
to the aggregate amount of (w) the outstanding principal of the Bank Loans, 1995
Notes or 2002 Notes of each Senior Creditor, (x) the aggregate Unfunded L/C
Obligations of each Senior Creditor, and (y) the premium, if any, then due each
Senior Creditor thereunder; and any amount so allocated under clauses (w) or (y)
of this paragraph (b)(ii) to a Senior Creditor, shall be paid to such Senior
Creditor and any amount so allocated under clause (x) of this paragraph (b)(ii)
to any Senior Creditor shall be held in a separate subaccount established under
Section 3.3 hereof for disposition in accordance with the provisions thereof;


       

           (c) the payment of the
surplus, if any, to the Obligors, their successors or to whomsoever may be
lawfully entitled to receive the same. 

       

           Section 3.3. Subaccounts for
Unfunded L/C Obligations.
Whenever any amount (“proceeds”) is
allocated to a Senior Creditor of Unfunded L/C Obligations pursuant to Section
3.2 above, such proceeds shall be held by the Collateral Agent for the benefit
of such Senior Creditor and shall be suballocated by the Collateral Agent to
separate subaccounts for each of the Unfunded L/C Obligations of such Senior
Creditor based upon the Senior Creditors’ share of each of such Unfunded L/C
Obligations. Upon the subsequent occurrence of an L/C Funding Event with respect
to an Unfunded L/C Obligation to which proceeds have been suballocated, the
Collateral Agent shall pay the amount(s) suballocated in respect of such
Unfunded L/C Obligations (adjusted for any partial draws or investment losses or
gains pursuant to this Section 3.3) to the Senior Creditors for whom the related
subaccounts were established. Pending the distribution of such amounts, the
Collateral Agent shall hold the amounts allocated to separate subaccounts
pursuant to the foregoing provisions and may invest such amounts in direct
obligations of the United States of America or obligations for which the full
faith and credit of the United States is pledged to provide for the payment of
principal and interest, maturing not more than 90 days from the date of such
investment. 

       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	 	Intercreditor
Agreement


      


      Exhibit
D-12

       

           Upon the occurrence of a
Reallocation Event with respect to any Unfunded L/C Obligation for which
proceeds have been suballocated pursuant to the foregoing provisions of this
Section 3.3, the Collateral Agent shall reapply the proceeds which have been so
suballocated (adjusted for any investment losses or gains pursuant to this
Section 3.3) as if such proceeds had then been received for application pursuant
to Section 3.2 hereof.

       

           Section 3.4. Sharing of
Recoveries. If (i) a Notice of Actionable Default shall have been
delivered to the Collateral Agent and (ii) such Notice shall not have been
withdrawn and the Event of Default described therein shall then be continuing,
any Senior Creditor which shall receive any payment of any fee, expense,
principal, premium or interest under any of the Secured Documents, including any
amount received by the exercise of any right of setoff (any such payment or
amount being hereinafter referred to as a“Recovery”), shall pay the
amount of such Recovery to the Collateral Agent for distribution to the Senior
Creditors and the Collateral Agent shall pay such amount to the Senior Creditors
in accordance with the provisions set forth in Section 3.2.

       

           Section 3.5. Return of
Amounts. In the event that any Senior Creditor which shall receive any
payments pursuant to Section 3.4 above (a“Recovering Party”) shall be
legally required to return or repay any Recovery to any of the Obligors, or the
representative or successor in interest of any of the Obligors because any such
payments are subsequently invalidated, voided, declared to be fraudulent or
preferential, set aside or required to be paid to a trustee under the bankruptcy
code, each other Senior Creditor which shall have received any portion of such
Recovery shall, promptly upon its receipt of notice thereof from the Collateral
Agent or such Recovering Party, pay to the Collateral Agent such portion, and
the Collateral Agent shall promptly return such portion to such Obligors, their
representative or successor in interest of such Obligors, as the case may be. If
any such Recovery, or any part thereof, is subsequently re-recovered by the
Recovering Party from any Obligors or the representative or successor in
interest of the Obligors, such Recovery shall be paid by the Recovering Party to
the Collateral Agent, and the Collateral Agent shall redistribute such Recovery
to the other Senior Creditors on the same basis as such amounts were originally
distributed. In addition, if any Senior Creditor shall have its right to share
in the proceeds of any part of the Collateral released, terminated or
invalidated, whether voluntarily or involuntarily, then such proceeds shall be
reallocated among the Senior Creditors entitled to receive such proceeds and the
indebtedness owing to such Senior Creditor shall no longer be considered in
determining the allocation of proceeds received with respect to said Collateral,
and such Senior Creditor shall have no claim on said Collateral or the proceeds
thereof. The obligations of the Senior Creditors and the Collateral Agent under
this paragraph shall survive the repayment of the Obligations and the
termination of the Collateral Documents.

       

      SECTION 4.
AGREEMENTS AMONG THE SENIOR CREDITORS.

       

           Section 4.1. Delivery of Notice of
Actionable Default. Each
Senior Creditor shall have the right to issue a Notice of Actionable
Default.

       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      Exhibit
D-13

       

           Section 4.2.
Notifications. Prior to
the delivery to the Collateral Agent of a Notice of Actionable Default by a
Senior Creditor, each Senior Creditor shall deliver notice thereof to every
other Senior Creditor and the Company. 

       

           Section 4.3. Effect of Non-Compliance. The failure of any Senior Creditor to perform any of its obligations
under the 1995 Note Agreements, the 2002 Note Agreements, the New Bank
Agreement, or this Agreement, including without limitation, the failure of any
Senior Creditor to pay to the Collateral Agent any amounts required to be so
paid under this Agreement, shall not relieve any other Senior Creditor of its
obligations under the 1995 Note Agreements, the 2002 Note Agreements, the New
Bank Agreement or this Agreement. 

       

           Section 4.4. Agreement to Cooperate and to Pursue Remedies. (a) Each Senior Creditor hereby agrees to
cooperate fully with each other Senior Creditor, in order to promptly discharge
the terms and provisions of this Agreement. Each Senior Creditor also agrees,
from time to time, to execute and deliver any and all other agreements,
documents or instruments and to take such other actions, all as may be
reasonably necessary or desirable to effectuate the terms, provisions and the
intent of this Agreement. 

       

           (b) Each Senior Creditor agrees
that, until its Obligations have been paid in full, it will diligently pursue,
or cause the Collateral Agent to diligently pursue, any and all collection
actions and remedies available to such Senior Creditor or to the Collateral
Agent under applicable law which actions and remedies such Senior Creditor deems
reasonably likely to result in the recovery of amounts to be applied to
Obligations for the benefit of the Senior Creditors, which Obligations shall
include, without limitation, any amounts distributed to such Secured Party by
the Collateral Agent as a sharing of a Recovery under Section 3.4 hereof.


       

           Section 4.5. Independent Actions by Senior Creditors. Nothing contained in this Agreement shall
prohibit any Senior Creditor from accelerating the maturity of or demanding
payment on any indebtedness of any of the Obligors to such Senior Creditor or
exercising any right of set-off against any amounts owed to any of the Obligors
or from instituting legal action against any of the Obligors, to obtain a
judgment or other legal process in respect of such indebtedness, but any funds
received in connection with any such set-off or enforcement of any such judgment
shall be subject to the terms of this Agreement and, if received by a Senior
Creditor, shall be turned over to the Collateral Agent to the extent required
hereunder for application as set forth herein. 

       

           Section 4.6. Relation of Senior Creditors. This Agreement is entered into solely for
the purposes set forth herein and, except as expressly provided otherwise
herein, no Senior Creditor assumes any responsibility to any other party hereto
to advise such other party of information known to such other party regarding
the financial condition of the Company or the other Obligors or of any other
circumstances bearing upon the risk of nonpayment of the obligations of the
Obligors to the Senior Creditors. Each Senior Creditor shall be responsible for
managing its relations with the Obligors, and no party shall be deemed the agent
of any other party for any purpose except as expressly set forth herein. Each
Senior Creditor specifically acknowledges and agrees that nothing contained in
this Agreement is or is intended to be for the benefit of any of the Obligors
and nothing contained herein shall limit or in any way modify any of the
obligations of the Obligors to the Senior Creditors. 

       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	 	Intercreditor
Agreement


      


      Exhibit
D-14

       

           Section 4.7. Amendments and Waivers of Agreements. The Senior Creditors agree that (i) the
Banks may enter into any amendment or modification of the New Bank Agreement
without the consent of the 1995 Noteholders or the 2002 Noteholders, (ii) the
1995 Noteholders may enter into any amendment or modification of the 1995 Notes
or the 1995 Note Agreements without the consent of the Banks or the 2002
Noteholders, and (iii) the 2002 Noteholders may enter into any amendment or
modification of the 2002 Notes or the 2002 Note Agreements without the consent
of the Banks or the 1995 Noteholders; provided, that upon the Banks, the 1995
Noteholders or the 2002 Noteholders entering into any such amendment or
modification, the Persons executing such amendment or modification shall
promptly furnish a copy thereof to all of the other Senior
Creditors.

       

           Section 4.8. Amendments and Waivers
of This Agreement. Any
provision of this Agreement may be amended or compliance therewith waived with
the written consent thereto of (i) the holders of at least 51% in aggregate
principal amount of the 1995 Notes then outstanding, (ii) the holders of at
least 51% in aggregate principal amount of the 2002 Notes then outstanding, and
(iii) each of the Banks which is a party to the New Bank Agreement.

       

           Section 4.9. Solicitation of Senior
Creditors. Each of the
Obligors hereby agrees that it will not offer to any Senior Creditor any benefit
or consideration (whether immediate or prospective, definite or contingent) of
any kind as an inducement to such Senior Creditor to consent to an amendment or
waiver of any of the foregoing documents or instruments without concurrently
offering a comparable benefit or consideration to each other Senior Creditor as
an inducement to consent to such amendment or waiver.

       

           Section 4.10. Parity of
Treatment. Each Senior
Creditor agrees that it will not accept from any of the Obligors or any other
Person any benefit or consideration (whether immediate or prospective, definite
or contingent) with respect to the Obligations (including, without limitation,
any guaranty from any third party or any collateral security) without the prior
written consent of each other Senior Creditor unless such benefit or
consideration shall also be conferred upon or paid to each other Senior Creditor
on a pro rata basis based upon the amount of Obligations owed
thereto.

       

      SECTION 5.
THE COLLATERAL AGENT.

       

           The Collateral Agent accepts the duties
hereunder and agrees to perform the same, but only upon the terms and conditions
hereof, including the following, to all of which the Obligors and the respective
Senior Creditors by their acceptance hereof agree:

       

           Section 5.1. Duties of Collateral
Agent. (a) In the event
that a Responsible Officer of the Collateral Agent shall have received written
notice from a Senior Creditor or any of the Obligors of an Event of Default, the
Collateral Agent shall give prompt written notice of such Event of Default to
each Senior Creditor. Subject to the terms of Section 5.2(g), the Collateral
Agent shall take such action or refrain from taking such action as the
Collateral Agent shall be directed pursuant to a Notice of Actionable Default.
The term “Responsible Officer” of the Collateral Agent shall mean (i) any
officer of the Collateral Agent which is a loan officer on the account of the
Obligors under the New Bank Agreement,
(ii) any other officer which has direct or indirect supervisory responsibility
of the account of the Obligors under the New Bank Agreement, and (iii) any
Person to whom notice may be given on behalf of the Collateral Agent under
Section 6 hereof. 

       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      Exhibit D-15


       

           (b) The Collateral Agent shall not
have any duty or obligation to take or refrain from taking any action under, or
in connection with, this Agreement, except as expressly provided by the terms
and conditions of this Agreement, or expressly provided in written instructions
received pursuant to the terms of this Agreement. 

       

           (c) The Collateral Agent may, but
shall not be under any obligation to, take any action which is discretionary
with the Collateral Agent or otherwise requires judgment to be made by the
Collateral Agent under the provisions hereof, except on written request by the
Senior Creditors. 

       

           Section 5.2. Collateral Agent’s
Liability. No provision of
this Agreement (except to the extent provided in Section 5.11 hereof) shall be
construed to relieve the Collateral Agent from liability for its own grossly
negligent action, grossly negligent failure to act, or its own willful
misconduct, and provided further that: 

       

           (a) the Collateral
Agent shall not be liable except for the performance of such duties as are
specifically set forth in this Agreement and no implied covenants or obligations
of the Collateral Agent shall be read into this Agreement but the duties and
obligations of the Collateral Agent shall be determined solely by the express
provisions of this Agreement; 

       

           (b) in the absence of
bad faith on the part of the Collateral Agent, the Collateral Agent may rely
upon the authenticity of, and the truth of the statements and the correctness of
the opinions expressed in, and shall be protected in acting upon, any
resolution, officer’s certificate, opinion of counsel, note, request, notice,
consent, waiver, order, signature guaranty, notarial seal, stamp,
acknowledgment, verification, appraisal, report, stock certificate, or other
paper or document believed by the Collateral Agent to be genuine and to have
been signed, affixed or presented by the proper party or
parties; 

       

           (c) in the absence of
bad faith on the part of the Collateral Agent, whenever the Collateral Agent, or
any of its agents, representatives, experts or counsel, shall consider it
necessary or desirable that any matter be proved or established, such matter
(unless other evidence in respect thereof be herein specifically prescribed) may
be deemed to be conclusively proved and established by an officer’s certificate;
provided, however, that the Collateral Agent, or such agent,
representative, expert or counsel, may require such further and additional
evidence and make such further investigation as it or they may consider
reasonable; 

       

           (d) the Collateral
Agent may consult with counsel and the advice or opinion of such counsel shall
be full and complete authorization and protection in respect of any action taken
or suffered hereunder in good faith and in accordance with such advice or
opinion of counsel; 

       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	 	Intercreditor
Agreement


      


      Exhibit D-16

       

      (e) the Collateral Agent shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with any
direction or request of a Senior Creditor pursuant to the terms of this
Agreement;

       

           (f) the Collateral
Agent shall not be liable for any error of judgment made in good faith by an
officer of the Collateral Agent unless it shall be proved that the Collateral
Agent was grossly negligent in ascertaining the pertinent facts;

       

           (g) whether or not an
Event of Default shall have occurred, the Collateral Agent shall not be under
any obligation to take or refrain from taking any action under this Agreement
which may tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to it by the
security afforded to it by the terms of this Agreement, unless and until it is
requested in writing so to do by a Senior Creditor and furnished, from time to
time as it may require, with reasonable security and indemnity; and

       

           (h) the Collateral
Agent shall not be concerned with or accountable to any Person for the use or
application of any deposited moneys which shall be released or withdrawn in
accordance with the provisions of this Agreement.

       

           Section 5.3. No Responsibility of
Collateral Agent for Recitals. The recitals and statements contained in this Agreement and in the
Secured Documents shall be taken as the recitals and statements of the Obligors,
and the Collateral Agent assumes no responsibility for the correctness of the
same.

       

           The Collateral Agent makes no representation
as to the validity or sufficiency of this Agreement or of the
Obligations.

       

           Section 5.4. Certain Limitations on
Collateral Agent’s Rights to Compensation and Indemnification.
Except to the extent otherwise expressly
provided in Section 5.10, the Collateral Agent shall have no right against a
Senior Creditor for the payment of compensation for its services hereunder or
any expenses or disbursements incurred in connection with the exercise and
performance of its powers and duties hereunder or any indemnification against
liabilities which it may incur in the exercise and performance of such powers
and duties, but on the contrary, shall look solely to the Obligors for such
payment and indemnification which the Obligors hereby acknowledge, and the
Collateral Agent shall have a lien on and a security interest in the Collateral
as security for such compensation, expenses, disbursements and indemnification
provided for in Section 3.2 hereof.

       

           Section 5.5. Status of Moneys
Received. (a) All moneys
received by the Collateral Agent shall, until used or applied as herein
provided, be held for the purposes for which they were received, but need not be
segregated in any manner from any other moneys, except to the extent required by
law, and may be deposited by the Collateral Agent under such general conditions
as may be prescribed by law in the Collateral Agent’s general banking
department, and the Collateral Agent shall be under no liability for interest on
any moneys received by it hereunder. The Collateral Agent and any affiliated
corporation may become the owner of any of the Obligations and be interested in
any financial transaction with any Obligor, or the Collateral Agent may act as depository or otherwise in
respect to other securities of any Obligor, all with the same rights which it
would have if it was not the Collateral Agent. 

       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      Exhibit D-17


       

           (b) The Collateral Agent may invest
and reinvest any funds from time to time held by the Collateral Agent in direct
obligations of the United States of America or obligations for which the full
faith and credit of the United States is pledged to provide for the payment of
principal and interest, maturing not more than 90 days from the date of such
investment.

       

           Section 5.6. Resignation or
Termination of Collateral Agent. The Collateral Agent may resign as Collateral Agent upon not less than
30 days’ written notice to each of the Senior Creditors. In addition, any Senior
Creditor may by written notice at any time remove the Collateral Agent for cause
by giving written notice thereof, including a description of the reason for such
removal, to the Collateral Agent, the other Senior Creditors and the Company.
Upon any such resignation, or any such removal, the Senior Creditors shall have
the right to jointly appoint a successor Collateral Agent. If no successor
Collateral Agent shall have been so appointed, and shall have accepted such
appointment in writing within 30 days after the retiring Collateral Agent’s
giving of notice of resignation or its removal, as the case may be, then the
retiring Collateral Agent may, on behalf of the Senior Creditors, appoint a
successor Collateral Agent, which shall be a commercial bank organized under the
laws of the United States of America or of any state thereof with the legal
capacity to act as Collateral Agent hereunder and having a combined capital,
surplus and undivided profits of not less than $100,000,000, and the Company
agrees to pay such reasonable fees and expenses of any such commercial bank as
shall be necessary to induce such commercial bank to agree to become a successor
Collateral Agent hereunder. Upon acceptance of appointment as Collateral Agent,
such successor shall thereupon and forthwith succeed to and become vested with
all the rights, powers and privileges, immunities and duties of the retiring
Collateral Agent, and the retiring Collateral Agent, upon the signing,
transferring and setting over to such successor Collateral Agent all rights,
moneys and other collateral held by it in its capacity as Collateral Agent,
shall be discharged from its duties and obligations hereunder. After any
retiring Collateral Agent’s resignation or removal as Collateral Agent, the
provisions of this Section 5 shall govern as to any actions taken or omitted to
be taken by it while it acted as Collateral Agent. 

       

           Section 5.7. Succession of Successor
Collateral Agent. Any
successor Collateral Agent appointed hereunder shall execute, acknowledge and
deliver to the Obligors and the predecessor Collateral Agent an instrument
accepting such appointment, and thereupon such successor Collateral Agent,
without any further act, deed, conveyance or transfer, shall become vested with
the security interest in the Collateral, and with all the rights, powers, duties
and obligations of the predecessor Collateral Agent in the trust hereunder, with
like effect as if originally named as Collateral Agent herein. 

       

           Upon the request of any such successor
Collateral Agent, however, the Obligors and the predecessor Collateral Agent
shall execute and deliver such instruments of conveyance and further assurance
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in such successor Collateral Agent its interest
in the Collateral and all such rights, powers, duties and obligations of the
predecessor Collateral Agent hereunder, and the predecessor Collateral Agent shall also assign and deliver to the
successor Collateral Agent any Collateral subject to the lien and security
interest of this Agreement which may then be in its possession.


       

      


      
      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      Exhibit D-18


       

           Section 5.8. Eligibility of
Collateral Agent. Any
successor Collateral Agent shall be a state or national bank or trust company in
good standing, organized under the laws of the United States of America or of
any State, having capital, surplus and undivided profits aggregating at least
$100,000,000 or a guaranty of its obligations hereunder from such a bank or
trust company or holding company in good standing, organized under the laws of
the United States of America or of any State having a capital, surplus and
undivided profits aggregating at least $100,000,000, if there be such a bank or
trust company willing and able to accept the duties hereunder upon reasonable
and customary terms. 

       

           Section 5.9. Successor Collateral
Agent by Merger. Any
corporation into which the Collateral Agent may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Collateral Agent shall be a party, or any state or national bank or
trust company in any manner succeeding to the corporate trust business of the
Collateral Agent as a whole or substantially as a whole, if eligible as provided
in Section 5.8, shall be the successor of the Collateral Agent hereunder without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything to the contrary contained herein notwithstanding.


       

           Section 5.10. Compensation and
Reimbursement of Collateral Agent; Indemnification of Collateral Agent.
The Obligors agree:


       

           (a) to pay to the
Collateral Agent all of its out-of-pocket expenses in connection with the
preparation, execution and delivery of this Agreement and the transactions
contemplated hereby, including but not limited to the reasonable charges and
disbursements of its counsel; 

       

           (b) to pay to the
Collateral Agent from time to time reasonable compensation for all services
rendered by it hereunder; provided, that the
Collateral Agent may waive any such compensation; 

       

           (c) except as otherwise
expressly provided herein, to reimburse the Collateral Agent upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Collateral Agent in accordance with any provision of this Agreement (including
the reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its gross negligence or willful misconduct;
and 

       

           (d) to indemnify the
Collateral Agent for, and to hold it harmless against, any loss, liability or
expense incurred without gross negligence or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of the
Agreement, including, but not limited to, the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder, and any loss, liability,
expense or claim arising out of its possession, management, control, use or
operation of the Collateral. 

       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      Exhibit D-19


       

           The Senior Creditors agree, severally but not
jointly and severally, to indemnify the Collateral Agent (to the extent not
reimbursed under Section 5.10(a) through (d) inclusive), ratably on the basis of
the respective principal amounts of the Obligations outstanding, for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever that may be
imposed on, incurred by or asserted against the Collateral Agent (including the
costs and expenses that the Obligors are obligated to pay under this Section
5.10 regardless of whether the obligation of the Obligors to pay such costs and
expenses is enforceable) arising out of the actions of the Collateral Agent
hereunder or the transactions contemplated thereby or the enforcement of any of
the terms thereof or of any such other documents, provided that no
Senior Creditor shall be liable for any of the foregoing to the extent they
arise from the gross negligence, willful misconduct or knowing violations of law
by the Collateral Agent. 

       

           Notwithstanding any other provision of this
Agreement, the Collateral Agent shall in all cases be fully justified in failing
or refusing to act hereunder unless it shall be indemnified to its satisfaction
by the Senior Creditors against any and all liability and expense that may be
incurred by it by reason of taking or continuing to take any such action.


       

           Section 5.11. Self
Dealing. The Collateral
Agent or any holding company, trust company or corporation in or with which the
Collateral Agent or the Collateral Agent’s stockholders may be interested or
affiliated, or any officer or director of the Collateral Agent or of any other
such entity, or any agent appointed by the Collateral Agent, may have commercial
relations or otherwise deal with any of the Obligors, or any Senior Creditor, or
with any other corporation having relations with any of the Obligors or any
Senior Creditor, and with any other entity, whether or not affiliated with the
Collateral Agent, without affecting its rights hereunder. 

       

      SECTION 6. MISCELLANEOUS.


       

           Section 6.1. Entire Agreement; Parties. This Agreement represents the entire Agreement between the Senior
Creditors and the Collateral Agent and, except as otherwise provided, this
Agreement may not be altered, amended or modified except in a writing executed
by all the parties to this Agreement. The persons who shall be parties to this
Agreement shall be (i) all 1995 Noteholders, (ii) all 2002 Noteholders and (iii)
all Persons who are signatories and parties to the New Bank Agreement.


       

           Section 6.2. Notices. All
communications provided for herein shall be in writing, delivered or mailed
prepaid by registered or certified mail or overnight air courier, or by
facsimile communication at the addresses set forth below, or to such other
address as such person may designate to the other persons named below by notice
given in accordance with this Section: 

       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      
        	
              	Exhibit D-20
	 	  	 
	
              	If to the 1995 Noteholders:	United of Omaha Life Insurance Company
	
              	  	Companion Life Insurance Company
	 	  	Mutual of Omaha Insurance Company
	
              	  	Mutual of Omaha Plaza
	
              	 	Omaha, Nebraska 68175
	 	  	Attention: Kent Knudsen
	
              	  	Telefacsimile: (402) 351-2913
	 	
              	 
	
              	If to the 2002 Noteholders:	Jackson National Life Insurance Company
	
              	  	Jackson National Life Insurance Company of
	
              	  	New York    
	
              	  	The Prudential Assurance Company Limited
	
              	  	c/o PPM America Inc.
	
              	  	225 West Wacker Drive, Suite 1200
	
              	  	Chicago, Illinois 60606-1228
	
              	  	Attention: Michael Harrington
	
              	  	Telefacsimile: (312) 634-0054
	
              	
              	 
	
              	  	AIG SunAmerica Life Assurance Company First
	
              	  	SunAmerica Life Insurance Company
	
              	  	c/o AIG Global Investment Corporation
	
              	  	2929 Allen Parkway, Suite A36-01
	
              	  	Houston, Texas 77019-2155
	
              	  	Attention: Legal Department - Investment
	
              	  	Management    
	
              	  	Telefacsimile: (713) 831-2328
	
              	
              	 
	
              	  	General Electric Capital Assurance Company
	
              	  	GE Life and Annuity Assurance Company
	
              	  	c/o GE Financial Assurance
	
              	  	Two Union Square, 601 Union Street
	
              	  	Seattle, Washington 98101
	
              	  	Attention:Investment
      Department, Private
	
              	  	Placements    
	
              	  	Telefacsimile: (206) 516-4578


      


      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      
        	
              	Exhibit D-21
	  	 
	
              	Teachers Insurance and Annuity Association of
	
              	America
	
              	730 Third Avenue
	
              	New York, New York 10017-3206
	
              	Attention: Securities Accounting Division
	
              	Telefacsimile: 212-916-6955
	
              	 
	
              	TIAA-CREF Life Insurance Company
	
              	730 Third Avenue
	
              	New York, New York 10017-3206
	
              	Attention: Securities Accounting Division
	
              	Telefacsimile: 212-916-6955
	
              	 
	
              	Nationwide Life Insurance Company
	
              	Nationwide Life and Annuity Insurance
	
              	Company
	
              	Provident Mutual Life Insurance Company
	
              	One Nationwide Plaza (1-33-07)
	
              	Columbus, Ohio 43215-2220
	
              	Attention: Corporate Fixed - Income Securities
	
              	Telefacsimile:
	
              	 
	
              	Pacific Life Insurance Company
	
              	700 Newport Center Drive
	
              	Newport Beach, California 92660-6397
	
              	Attention: Securities Administration – Cash
	
              	Team
	
              	Telefacsimile: (949) 640-4013
	
              	 
	
              	Massachusetts Mutual Life Insurance Company
	
              	C.M. Life Insurance Company
	
              	MassMutual Asia Limited
	
              	c/o David L. Babson & Company Inc.
	
              	1500 Main Street, Suite 2800
	
              	Springfield, Massachusetts 01115
	
              	Attention: Securities Investment Division
	
              	Telefacsimile:


      


      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      
        	
              	  	Exhibit D-22
	 	 	 
	
              	 	Principal Life Insurance Company
	
              	  	c/o Principal Capital Income Investors, LLC
	
              	  	801 Grand Avenue
	
              	  	Des Moines, Iowa 50392-0800
	
              	  	Attention: Investment Department - Securities
	 	  	Telefacsimile: (515) 248-2490
	
              	
              	 
	
              	If to the Banks:	U.S. Bank National Association
	
              	  	233 South 13th Street
	
              	  	Lincoln, Nebraska 68508
	
              	  	Attention: James M. Williams
	
              	
              	 
	
              	  	with a copy to:
	
              	
              	 
	
              	  	Dorsey & Whitney, LLP
	
              	  	50 South Sixth Street, Suite 1500
	
              	  	Minneapolis, MN 55402
	
              	  	Attention: Mike Pignato
	
              	
              	 
	
              	  	Wachovia Bank, National Association
	
              	  	301 South College Street
	
              	  	Mailcode NC0760
	
              	  	Charlotte, NC 28288
	
              	  	Attention: Katie Riley
	
              	
              	 
	
              	  	LaSalle Bank National Association
	
              	  	Republic Plaza
	
              	  	370 17th Street, Suite 3590
	
              	  	Denver, CO 80202
	
              	  	Attention: Darren L. Lemkau
	
              	
              	 
	
              	  	Comerica Bank
	
              	  	Comerica Bank at Detroit Center
	
              	  	500 Woodward Avenue
	
              	  	Detroit, Michigan 48226
	
              	  	Attention: Timothy H. O’Rourke,
	
              	
              	 
	
              	  	Wells Fargo Bank, National Association
	
              	  	1248 O Street
	
              	  	Lincoln, Nebraska 68508
	
              	  	Attention: Bill Weber


      


      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      
        	
              	  	Exhibit D-23
	 	  	 
	
              	  	Sovereign Bank
	
              	  	601 Penn St.
	
              	  	10-6438-CM9
	
              	 	Reading, PA 19601
	
              	  	Attention: Kevin Cornwall
	
              	
              	 
	
              	  	JPMorgan Chase Bank, N.A.
	
              	  	227 W. Monroe Street, Fl. 28
	
              	  	Chicago, IL 60606
	 	  	Attention: John Runger
	
              	
              	 
	
              	If to the Collateral Agent:	U.S. Bank National Association
	
              	  	233 South 13th Street
	
              	  	Lincoln, Nebraska 68508
	
              	  	Attention: James M. Williams,
	
              	  	                  Vice
      President
	
              	
              	 
	
              	If to the Company:	Cabela’s Incorporated
	
              	  	One Cabela Drive
	
              	  	Sidney, Nebraska 69160
	
              	  	Attention: Ralph Castner, CFO & Vice
	
              	
              	President  
	
              	  	Telefacsimile: (308) 254-6969
	
              	
              	 
	
              	  	with a copy to:
	
              	
              	 
	
              	  	Koley Jessen, P.C.
	
              	  	1125 South 103rd Street, Suite 800
	
              	  	Omaha, Nebraska 68124
	
              	  	Attention: Michael M. Hupp
	
              	  	Telefacsimile: (402) 390-9005
	
              	
              	 
	
              	  	Cabela’s Incorporated
	
              	  	One Cable Drive
	
              	  	Sidney, Nebraska 69160
	
              	  	Attention: Legal Department
	
              	  	Telefacsimile: (308) 254-8060


      


           Section 6.3. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each
of the Senior Creditors and their respective successors and assigns, whether so
expressed or not, and, in particular, shall inure to the benefit of and be
enforceable by any future holder or holders of any Obligations, and the term
“Senior Creditor” shall mean and include only the Persons referred to in the
second sentence of Section 6.1 above. 

       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      Exhibit
D-24

       

           Section 6.4. Successor Collateral Agent. In the event that a successor Collateral Agent is appointed hereunder,
each of the Senior Creditors and the Obligors hereby agree to use its best
efforts and to take all actions necessary and appropriate to provide for the
collection of Obligations by the successor Collateral Agent upon the delivery of
a Notice of Actionable Default. 

       

           Section 6.5. Governing
Law. This Agreement shall
be governed by and construed in accordance with the laws of the State of
Nebraska. 

       

           Section 6.6. Counterparts. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one Agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart. 

       

           Section 6.7. Sale of Interest.
No Senior Creditor will sell, transfer or dispose of any interest in the
Obligations unless such purchaser or transferee shall agree, in writing, to be
bound by the terms of this Agreement. 

       

           Section 6.8. Additional
Parties. Any Person which
becomes a 1995 Noteholder, a 2002 Noteholder or a party to the New Bank
Agreement shall become a party to this Agreement which shall be evidenced by
such Person executing a counterpart signature page of this Agreement.


       

           Section 6.9.
Termination. In the event
that (i) no Event of Default exists and no event or circumstance which, with the
passage of time or the giving of notice would constitute an Event of
Default (a “Default”) exists
and (ii) the Collateral Agent and each of the Senior Creditors receives written
notice (the “Termination Notice”) from the Company certifying in a manner
reasonably satisfactory to the Collateral Agent and the Senior Creditors that
(a) the Company is the sole Obligor with respect to any and all Obligations and
that all other Obligors have been fully and properly released from their
respective Obligations (including, without limitation, any existing Obligations
in respect of fees, costs or other liabilities relative to the Collateral Agent,
the Senior Creditors or otherwise) and (b) no Default or Event of Default then
exists, this Agreement shall be deemed terminated in its entirety on the first
business day which is 10 days after the date of the Termination Notice.


       

           Section 6.10. Severability. In
case any one or more of the provisions contained in this Agreement shall be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions of this Agreement shall not in any
way be affected or impaired thereby. 

       

      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      Exhibit D-S-1 

       

           IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the
date first above written. 

       

      
        	
              	UNITED OF OMAHA LIFE INSURANCE
      COMPANY
	
              	 
	
              	By    	 
	
              	 	Name:
	
              	 	Title:
	
              	 
	
              	COMPANION LIFE INSURANCE
    COMPANY
	
              	 
	
              	By 	 
	
              	 	Name:
	
              	 	Title:
	
              	 
	
              	MUTUAL OF OMAHA INSURANCE
    COMPANY
	
              	 
	
              	By 	 
	
              	 	Name:
	
              	 	Title:


      


      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      Exhibit D-S-2 

       

      
        	 	JACKSON NATIONAL LIFE INSURANCE
      COMPANY
	
              	
              	 
	 	By:    	PPM America, Inc.,
	 	 	as attorney in fact, on behalf of Jackson
	
              	  	National Life Insurance Company
	
              	
              	 
	
              	 	 
	
              	By	 
	
              	
              	Name:
	
              	  	Title:
	
              	  	 
	
              	 
	
              	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	 
	
              	  	Name:
	
              	  	Title:
	
              	 
	
              	THE PRUDENTIAL ASSURANCE COMPANY
      LIMITED
	
              	
              	 
	
              	By:	PPM America, Inc.,
	
              	  	as attorney in fact, on behalf of The Prudential
	
              	  	Assurance Company Limited
	
              	
              	 
	
              	
              	 
	
              	By	  
	
              	  	Name:
	
              	  	Its:


      


      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      

       

      
        	
              	Exhibit
      D-S-3
	
              	 
	 	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	     
	
              	  	Name:  	Gerald F.
  Herman
	
              	  	Title:     	Vice President
	
              	 


      

      
      

       

      

      
      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      
        	
              	Exhibit D-S-4
	
              	 
	
              	GENERAL ELECTRIC CAPITAL ASSURANCE
      COMPANY
	
              	 
	
              	 
	
              	By    
      	
              
	
              	           	Name:
	
              	 	Title:
	
              	 
	
              	GE LIFE AND ANNUITY ASSURANCE
      COMPANY
	
              	 
	
              	 
	
              	By	 
	
              	 	Name:
	
              	 	Title:


      


      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      
        	
              	Exhibit D-S-5
	
              	 
	
              	TEACHERS INSURANCE AND ANNUITY
      ASSOCIATION OF
	
              	AMERICA
	
              	 
	
              	 
	
              	By    
      	
              
	
              	        	Name:
	
              	 	Title:
	
              	 
	
              	 
	
              	TIAA-CREF LIFE INSURANCE
    COMPANY
	
              	 
	
              	By:	Teachers Insurance and
      Annuity Association
	
              	
              	of America, as Investment
      Manager
	
              	
              	  
	
              	
              	 
	
              	By	  
	
              	 	Name:
	
              	 	Title:


      


      

      
      


      
      

      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      
        	
              	Exhibit D-S-6
	
              	 
	
              	NATIONWIDE LIFE INSURANCE
    COMPANY
	
              	 
	
              	 
	
              	By    
      	
              
	
              	        	Name:
	
              	 	Title:
	
              	 
	
              	 
	
              	NATIONWIDE LIFE AND ANNUITY INSURANCE
      COMPANY
	
              	 
	
              	 
	
              	By	 
	
              	
              	Name:
	
              	
              	Title:
	
              	
              	 
	
              	 
	
              	PROVIDENT MUTUAL
      LIFE INSURANCE COMPANY
	
              	
              	  
	
              	
              	 
	
              	By	  
	
              	 	Name:
	
              	 	Title:


      


      

      
      


      
      

      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      
        	
              	Exhibit D-S-7
	
              	 
	
              	PACIFIC LIFE INSURANCE
  COMPANY
	
              	 
	
              	 
	
              	By    
      	
              
	
              	        	Name:
	
              	 	Title:
	
              	 
	
              	 
	
              	By	 
	
              	
              	Name:
	
              	
              	Title:
	
              	
              	 


      

      
      

       

      

      
      


      
      

      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      
        	 	Exhibit D-S-8
	 	 
	 	MASSACHUSETTS MUTUAL LIFE INSURANCE
      COMPANY
	
              	
              	 
	 	By:     	David L. Babson & Company Inc., as
	 	 	Investment Adviser
	
              	
              	 
	
              	 	 
	
              	By: 	 
	
              	
              	Name:
	
              	  	Title:
	
              	 
	
              	 
	
              	C.M. LIFE INSURANCE COMPANY
	
              	
              	  
	
              	By:     	David L. Babson & Company Inc. as
	
              	  	Investment Sub-Adviser
	
              	
              	 
	
              	
              	 
	
              	By  
      	   
	
              	  	Name:
	
              	  	Title:
	
              	 
	
              	 
	
              	MASSMUTUAL ASIA LIMITED
	
              	
              	 
	
              	By:     	David L. Babson & Company Inc. as
	
              	  	Investment Adviser
	
              	
              	 
	
              	
              	 
	
              	By  
      	 
	
              	  	Name:
	
              	  	Its:


      

      
      

       

      

      
      


      
      

      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      
        	
              	Exhibit D-S-9
	
              	 
	
              	PRINCIPAL LIFE INSURANCE
    COMPANY
	
              	an Iowa
      corporation
	
              	 
	
              	By:    
      	Principal Capital Income
      Investors, LLC, a
	
              	
              	Delaware limited liability
      company, its
	
              	
              	authorized
    signatory
	
              	
              	 
	
              	
              	 
	
              	By	 
	
              	        	Name:
	
              	 	Title:
	
              	 
	
              	 
	
              	By	 
	
              	
              	Name:
	
              	
              	Title:
	
              	
              	 


      


      

      
      



      
        	Cabela’s Incorporated	Second
      Amended and Restated
	  	Intercreditor
Agreement


      


      
        	
              	Exhibit D-S-10
	
              	 
	
              	U.S. BANK NATIONAL
  ASSOCIATION
	
              	 
	
              	 
	
              	By    
      	
              
	
              	        	Name:
	
              	 	Title:


      


      


      
      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	
              	Intercreditor
Agreement


      


      Exhibit D-S-11 

       

      
        	
              	
                U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent

              
	
              	 
	
              	 
	
              	By	     	
              	
                 

              
	 	 	
              	Name:	 
	
              	 	
              	Title:	
              


      


      

      
      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	
              	Intercreditor
Agreement


      


      Exhibit D-S-12 

       

      
        	
              	
                WACHOVIA BANK,
      NATIONAL ASSOCIATION

              
	
              	 
	
              	 
	
              	By	     	
              	
                 

              
	 	 	
              	Name:	 
	
              	 	
              	Title:	
              


      


      

      
      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	
              	Intercreditor
Agreement


      


      Exhibit D-S-13 

       

      
        	
              	
                LASALLE BANK
      NATIONAL ASSOCIATION

              
	
              	 
	
              	 
	
              	By	     	
              	
                 

              
	 	 	
              	Name:	 
	
              	 	
              	Title:	
              


      


      

      
      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	
              	Intercreditor
Agreement


      


      Exhibit D-S-14 

       

      
        	
              	
                COMERICA
      BANK

              
	
              	 
	
              	 
	
              	By	     	
              	
                 

              
	 	 	
              	Name:	 
	
              	 	
              	Title:	
              


      


      

      
      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	
              	Intercreditor
Agreement


      


      Exhibit D-S-15 

       

      
        	
              	
                WELLS FARGO BANK,
      NATIONAL ASSOCIATION

              
	
              	 
	
              	 
	
              	By	     	
              	
                 

              
	 	 	
              	Name:	 
	
              	 	
              	Title:	
              


      


      

      
      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	
              	Intercreditor
Agreement


      


      Exhibit D-S-16 

       

      
        	
              	
                SOVEREIGN
      BANK

              
	
              	 
	
              	 
	
              	By	     	
              	
                 

              
	 	 	
              	Name:	 
	
              	 	
              	Title:	
              


      


      

      
      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	
              	Intercreditor
Agreement


      


      Exhibit D-S-17 

       

      
        	
              	
                JPMORGAN CHASE
      BANK, N.A.

              
	
              	 
	
              	 
	
              	By	     	
              	
                 

              
	 	 	
              	Name:	 
	
              	 	
              	Title:	
              


      


      

      
      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	
              	Intercreditor
Agreement


      


      Exhibit D-S-1 

       

      ACKNOWLEDGMENT, CONSENT AND AGREEMENT


       

      Each of Cabela’s
Incorporated (the “Company”) and the Subsidiaries of the Company
consisting of (i) Cabela’s Retail, Inc., (ii) Van Dyke Supply Company, Inc.,
(iii) Cabela’s Ventures, Inc., (iv) Cabela’s Outdoor Adventures, Inc., (v)
Cabela’s Catalog, Inc., (vi) Cabela’s Wholesale, Inc. (vii) Cabela’s Marketing
and Brand Management, Inc., (viii) Cabelas.Com, Inc., (ix) Wild Wings, LLC, (x)
Cabela’s Lodging, LLC, (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, and (xvi) CRLP, LLC (such subsidiaries being
“Co-Obligor Subsidiaries” and together with the Company, the
“Obligors”) hereby: (a) acknowledges receipt of the
foregoing Second Amended and Restated Intercreditor Agreement, (b) agrees to be
bound by each of the obligations applicable to it set forth in the Second
Amended and Restated Intercreditor Agreement, (c) believes it is in its best
interests to have the Senior Creditors (as defined in the Second Amended and
Restated Intercreditor Agreement) enter into the Second Amended and Restated
Intercreditor Agreement and to cooperate among themselves regarding their
respective financial relationships with the Obligors, (d) consents to the free
exchange of information among the Senior Creditors regarding their respective
financial relationships with the Obligors, including any and all information
obtained from any of the Obligors, (e) waives any claim of confidentiality with
respect to the exchange of information among the Senior Creditors, and (f)
acknowledges and agrees that pursuant to the Second Amended and Restated
Intercreditor Agreement (i) the Senior Creditors have agreed as set forth
therein to share amounts recovered under any of the Secured Documents and (ii)
the Obligations (including, without limitation, any amounts paid by or recovered
from any Obligor in satisfaction thereof) of any Senior Creditor shall be deemed
to be outstanding, except to the extent such Senior Creditor has received a
distribution of amounts from the Collateral Agent for application on the
Obligations pursuant to Section 3.2 of the Second Amended and Restated
Intercreditor Agreement. 

       

      
        	 	CABELA’S INCORPORATED
	
              	 
	
              	 
	
              	By	
              
	
              	Name:  	Ralph W. Castner
	 	Title:	Vice President and CFO
	
              	 
	
              	 
	
              	CABELA’S RETAIL, INC.
	
              	 
	
              	 
	
              	By	
              
	
              	Name:	Ralph W. Castner
	
              	Title:	Secretary and Treasurer


      


      

      
      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	
              	Intercreditor
Agreement


      


      Exhibit D-S-2 

       

      
        	 	VAN DYKE SUPPLY COMPANY,
  INC.
	
              	
              	 
	
              	
              	 
	 	By	
              
	
              	Name:  	Ralph W. Castner
	
              	Title:	Secretary and Treasurer
	
              	
              	 
	
              	
              	 
	
              	CABELA’S VENTURES, INC.
	
              	
              	 
	
              	
              	 
	
              	By	
              
	
              	Name:	Ralph W. Castner
	
              	Title:	Secretary and Treasurer
	
              	
              	 
	
              	
              	 
	
              	CABELA’S OUTDOOR ADVENTURES,
    INC.
	
              	
              	 
	
              	
              	 
	
              	By	
              
	
              	Name:	Ralph W. Castner
	
              	Title:	Secretary and Treasurer
	
              	
              	 
	
              	
              	 
	
              	CABELA’S CATALOG, INC.
	
              	
              	 
	
              	
              	 
	
              	By	
              
	
              	Name:	Ralph W. Castner
	
              	Title:	Secretary and Treasurer
	
              	
              	 
	
              	
              	 
	
              	CABELA’S WHOLESALE, INC.
	
              	
              	 
	
              	
              	 
	
              	By	
              
	
              	Name:	Ralph W. Castner
	
              	Title:	Secretary and Treasurer


      


      

      
      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	
              	Intercreditor
Agreement


      


      Exhibit D-S-3 

       

      
        	
              	CABELA’S MARKETING AND
BRAND
	
              	MANAGEMENT, INC.
	
              	 
	
              	 
	 	By	
              
	
              	Name:  	Ralph W. Castner
	
              	Title:	Vice President, Secretary and Treasurer
	
              	
              	 
	
              	
              	 
	
              	CABELAS.COM, INC.
	
              	
              	 
	
              	
              	 
	
              	By	
              
	
              	Name:	Ralph W. Castner
	
              	Title:	Secretary and Treasurer
	
              	
              	 
	
              	
              	 
	
              	WILD WINGS , LLC
	
              	
              	 
	
              	
              	 
	
              	By	
              
	
              	Name:	Ralph W. Castner
	
              	Title:	Secretary and Treasurer
	
              	
              	 
	
              	
              	 
	
              	CABELA’S LODGING, LLC
	
              	
              	 
	
              	
              	 
	
              	By	
              
	
              	Name:	Ralph W. Castner
	
              	Title:	Secretary and Treasurer
	
              	
              	 
	
              	
              	 
	
              	CABELA’S RETAIL LA, LLC
	
              	 
	
              	 
	
              	By	
              
	
              	Name:	Ralph W. Castner
	
              	Title:	Secretary and Treasurer


      


      

      
      


      
        	Cabela’s Incorporated	Second
      Amended and Restated
	
              	Intercreditor
Agreement


      


      Exhibit D-S-4 

       

      
        	
              	CABELA’S TROPHY PROPERTIES,
  LLC
	
              	
              	 
	
              	
              	 
	
              	By	
              
	
              	Name:  	Ralph W. Castner
	
              	Title:	Secretary and Treasurer
	
              	
              	 
	
              	
              	 
	
              	ORIGINAL CREATIONS, LLC
	
              	
              	 
	
              	
              	 
	
              	By	
              
	
              	Name:	Ralph W. Castner
	
              	Title:	Secretary and 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
	
              	
              	 
	
              	
              	 
	
              	CABELA’S RETAIL GP, LLC
	
              	 
	
              	 
	
              	By	
              
	
              	Name:	Ralph W. Castner
	
              	Title:	Secretary and Treasurer
	
              	
              	 
	
              	
              	 
	
              	CRLP, LLC
	
              	 
	
              	 
	
              	By	
              
	
              	Name:	Ralph W. Castner
	
              	Title:	Secretary and Treasurer


      


      

      
      


      SCHEDULE 2.9

       

      Letters of Credit

       

      
        	Beneficiary	 	Outstandinq Balance
	     	ACORP HK CO LTD.	546,879.08
	
              	 	
              
	
              	ACTIVE TOOLS INTERNA	50,154.00
	
              	 	
              
	
              	ACTIVE TRADING CO.,	47,190.53
	
              	 	
              
	
              	AJ BOYD HOLDING CO L	9,266.40
	
              	 	
              
	
              	ALLEY CAT CLOTHING	587,083.66
	
              	 	
              
	
              	ALLEY CAT CLOTHING L	124,724.15
	
              	 	
              
	
              	ALLIANCE HIP SHING S	1,717,927.52
	
              	 	
              
	
              	ANK APPAREL SOURCE I	87,668.21
	
              	 	
              
	
              	ASIA DOWN CENTER (HO	601,071.09
	
              	 	
              
	
              	BEN WACHTER ASSOCIAT	470,210.58
	
              	 	
              
	
              	BLACKLEDGE RIVER CO	23,631.20
	
              	 	
              
	 	BRADLEY TECHNOLOGIES	315,722.00
	
              	 	
              
	
              	BROTHERS FEATHER ENT	173,617.79
	
              	 	
              
	
              	BUBBA'S BAR B Q OVEN	70,674.00
	
              	 	
              
	
              	C/K TRADING CO, LTD.	14,744.40
	
              	 	
              
	
              	C2 CORPORATION	1,949,331.78
	
              	 	
              
	
              	CALLISTO LTD.	32,297.40
	
              	 	
              
	
              	CAMP CHEF	155,593.56
	
              	 	
              
	
              	CHARMING ENTERPRISES	1,949,629.70
	
              	 	
              
	
              	CIA. IND. TEXTIL CRE	963,030.13
	
              	 	
              
	
              	COYNE'S AND COMPANY	60,450.00
	
              	 	
              
	
              	COYNES AND COMPANY	45,750.00


      


      

      
      


      
        	     	CSK ENTERPRISES CO,	23,227.50
	
              	 	
              
	
              	CURTIEMBRE PARIS S.A	251,498.52
	
              	 	
              
	
              	DEZINER PRODUCTS INC	118,272.00
	
              	 	
              
	
              	DHRUV GLOBALS LTD.	92,837.01
	
              	 	
              
	
              	DICKINSON GARMENT GR	1,937,345.49
	
              	 	
              
	
              	DONG IN CORPORATION	110,130.00
	
              	 	
              
	
              	DONG-BU SUMMIT CO.,	129,284.37
	
              	 	
              
	 	DRYMAR S.A.	14,844.38
	
              	 	
              
	
              	EAST BOARD INDUSTRY	2,171.63
	
              	 	
              
	
              	EAST CONCEPT EXPORT	2,721,342.53
	
              	 	
              
	
              	EVER GRACE IND. LTD.	4,675,267.80
	
              	 	
              
	
              	EVERGREEN OUTDOORS,	119,740.32
	
              	 	
              
	
              	FOUNDTON COMPANY LTD	476,135.52
	
              	 	
              
	
              	FRESCO GROUP OF AMER	192,179.40
	
              	 	
              
	
              	FUH YEOU INDUSTRIAL	666,274.20
	
              	 	
              
	
              	GO R DESIGN, LLC	84,344.16
	
              	 	
              
	
              	GRANDRICH CORPORATIO	374,845.00
	
              	 	
              
	
              	HAKKO CO., LTD.	18,054.00
	
              	 	
              
	
              	HO HSING INTERNATION	159,324.00
	
              	 	
              
	
              	HORIZON LEISURE PROD	129,814.08
	
              	 	
              
	
              	HSI CHENG INTERNATIO	1,057,897.47
	
              	 	
              
	
              	HUNG MAO CO., LTD.	56,813.44
	
              	 	
              
	
              	IDEAL CONCEPTS INC.	24,300.00
	
              	 	
              
	
              	INDUSTRIAS FULL COTT	72,837.67


      


      

      
      


      
        	     	INTERMAX CO., LTD.	1,162,308.91
	
              	 	
              
	
              	INTERNATIONAL DEVELO	203,075.42
	
              	 	
              
	
              	INTEX TRADING LTD.	42,648.03
	
              	 	
              
	
              	ITI. CO., LTD	243,038.80
	
              	 	
              
	
              	JAK INTERNATIONAL CO	99,637.50
	
              	 	
              
	
              	JASPER OUTDOOR PRODU	54,155.60
	 	 	
              
	
              	JOSEPH M. STERN CO.	218,350.00
	
              	 	 
	
              	JS CORPORATION	200,713.37
	
              	 	
              
	
              	JYOTI APPARELS	48,355.70
	
              	 	
              
	 	K.C.K. GARMENT FACTO	383,313.55
	
              	 	
              
	
              	KAMP-RITE TENT COT,	83,873.75
	
              	 	
              
	
              	KANAAN CO., LTD.	47,652.73
	
              	 	
              
	
              	KARLE INTERNATIONAL	59,377.50
	
              	 	
              
	
              	KENKO CO., LTD.	41,897.93
	
              	 	
              
	
              	KENKO OPTICS, INC.	69,946.20
	
              	 	
              
	
              	KINGSILK LTD.	1,456,138.90
	
              	 	
              
	
              	KUMASAMA PRODUCT CO.	6,415.00
	
              	 	
              
	
              	KYONG JO INDUSTRIAL	2,173,502.76
	
              	 	
              
	
              	LAUNCH APPAREL	2,018,542.66
	
              	 	
              
	
              	LE TENG DA INTERNATI	124,618.16
	
              	 	
              
	
              	LEADTACT LIMITED	17,565.54
	
              	 	
              
	
              	LEE FU GARMENT FACTO	1,815,208.47
	
              	 	
              
	
              	LIGHT OPTICAL WORKS	397,822.65
	
              	 	
              
	
              	LIVES S.A.C.	59,394.51


      


      

      
      


      
        	     	LONG PERNG CO., LTD.	277,334.40
	
              	 	
              
	
              	LONTAN CORPORATION	607,007.20
	
              	 	
              
	
              	LUCKY JOURNEY LTD	215,258.09
	
              	 	
              
	
              	LUCKY TRINITY LIMITE	368,429.55
	
              	 	
              
	
              	MAC SPORTS	76,434.50
	
              	 	
              
	
              	MAHCO, INC.	44,332.00
	
              	 	
              
	
              	MASTERBUILT MANUFACT	66,192.00
	
              	 	
              
	
              	MEDIDENT INDIA PRIVA	21,310.59
	
              	 	
              
	
              	MELVIA CO., LTD.	33,091.68
	
              	 	
              
	
              	MR. HEATER CORPORATI	964,019.76
	
              	 	
              
	
              	NORTHPOLE (CHINA) LI	51,355.00
	
              	 	
              
	
              	ONGPIN INTERNATIONAL	418,522.78
	
              	 	
              
	
              	PATEL EXPORTS INDIA	56,916.38
	
              	 	
              
	
              	PERLINE CO., LTD.	369,440.47
	 	 	
              
	
              	PRAGOTRADE U.S.A. IN	4,183,962.15
	
              	 	
              
	
              	PROFESSIONAL MARINER	220,281.32
	
              	 	
              
	
              	PUNGKOOK CORPORATION	60,309.85
	
              	 	
              
	
              	PURE GLORY INTERNATI	60,612.00
	
              	 	
              
	
              	QINGDAO HORENDA INTE	207,815.00
	
              	 	
              
	
              	R.K. INDUSTRIES 	31,584.00
	
              	 	
              
	
              	RANGI INTERNATONAL (	1,026,226.32
	
              	 	
              
	
              	RC2 BRANDS, INC	402,100.00
	
              	 	
              
	
              	RUSHAN FUDI FISHING	311,131.26
	
              	 	
              
	
              	S.J. COMPANY LIMITED	916,574.39


      


      

      
      


      
        	     	SAB JIE MEI IMP/EXP	397,166.80
	
              	 	
              
	
              	SAGITTARIUS SPORTING	374,802.48
	
              	 	
              
	
              	SAMBU SEWING CO., LT	1,373,348.41
	
              	 	
              
	
              	SHAKESPEARE (HONG KO	167,337.75
	
              	 	
              
	
              	SHINSEI OPTICAL CO.,	43,307.00
	
              	 	
              
	
              	SHINSUNG TONGSANG CO	341,911.18
	 	 	
              
	
              	SINOWEST TRADING LTD	89,231.60
	
              	 	
              
	
              	SLUMBERJACK	560,949.17
	
              	 	
              
	
              	SOURCE FORCE DIRECT	34,591.20
	
              	 	
              
	
              	SOUTH CANAL INTERNAT	336,131.64
	
              	
              	 
	
              	SOUTHERN TEXTILE NET	475,286.40
	
              	 	
              
	
              	SPORT DIMENSION, INC	569.25
	
              	 	
              
	
              	SPORTS FISHING SHINA	25,334.80
	
              	 	
              
	
              	STAFFORD TEXTILES LT	21,205.49
	
              	 	
              
	
              	STEARNS INC.	20,584.62
	
              	 	
              
	
              	STRATOSPHERE INVESTM	390,365.88
	
              	 	
              
	
              	STRONGBUILT, INC.	103,968.00
	
              	 	
              
	
              	T.C. COOKER INC.	56,158.80
	
              	 	
              
	
              	TC GEAR, LLC	90,948.00
	
              	 	
              
	
              	THE DAILY SPORTS, IN	266,968.14
	
              	 	
              
	
              	THE METAL WARE CORPO	2,554.56
	
              	 	
              
	
              	THE ORIENTAL TRADING	1,174,268.66
	
              	 	
              
	
              	TIANJIN SUNGHO INDUS	114,234.00
	
              	 	
              
	
              	TIENSHAN, INC.	400,530.00


      


      

      
      


      
        	     	TRADEVENTURE INTERNA	408,369.90
	
              	 	
              
	
              	TRAVEL CHAIR CO	138,410.70
	
              	 	
              
	
              	TREE HOUSE KIDS, INC	162,360.00
	
              	 	
              
	
              	TRIAM INTERNATIONAL	1,700,979.40
	
              	 	
              
	
              	TRITONE SHOE CORP.	104,935.20
	
              	 	
              
	
              	TUNDRA QUEST, LLC.	554,041.35
	
              	 	
              
	
              	TUNG SANG SLEEPING B	828,714.50
	
              	 	
              
	
              	UHFENFABRIK H. KAMME	213,788.55
	
              	 	
              
	
              	VECTOR MANUFACTURING	69,688.00
	
              	 	
              
	
              	VENTURING WORLDWIDE,	120,249.00
	
              	 	
              
	
              	WAI WAH SKI-WEAR FAC	4,642,570.21
	
              	 	
              
	
              	WAN CHANG ENTERPRISE	103,789.56
	
              	 	
              
	
              	WENZEL COMPANY	164,090.00
	
              	 	
              
	
              	WINTEXT INT'L ENTERP	175,171.02
	
              	 	
              
	
              	WONDER OUTDOOR INC.	1,702,197.94
	
              	 	
              
	
              	WUXI-WIT HO PRODUCTS	38,556.00
	
              	 	
              
	
              	YANGZHOU DARK HORSE	543,847.21
	
              	 	
              
	
              	ZENITH INTERNATIONAL	149,340.66
	
              	  	
              
	 	ZHEJIANG G AND B FOR	57,176.76
	
              	 	
              
	
              	Z-WAY INTERNATIONAL	49,610.00
	
              	 	
              
	
              	Grand Total as of 6/24/2005	64,312,861.79
	
              	 	
              
	
              	Standby Letters of Credit:	  


      


      


      
      


      
        	
              	
              	  Expiration Reference
	Standby LC Beneficiary	       	Bank	       	Date	       	 Number	       	Q2 05
	Hartford Insurance - Property	
              	US Bank	
              	7/24/2005	
              	2123	
              	1,800,000
	State of Colorado	
              	US Bank	
              	12/20/2005	
              	SLCMMSP03478	
              	711,550
	Jeffrey P. & Sandra L. Young -
      Hamburg	
              	US Bank	
              	8/27/2004	
              	2651	
              	
              
	- amended expiration to 8/27/04 on
      7/7/04	
              	
              	
              	
              	
              	
              	
              	
              
	Tilden Township	
              	US Bank	
              	10/31/2005	
              	
              	
              	89,100
	Midwest Employers Casualty - Work
      Comp	
              	US Bank	
              	8/31/2005	
              	236	
              	50,000
	Sentry Insurance	
              	US Bank	
              	7/1/2005	
              	3228	
              	650,000
	City of Fort Worth	
              	US Bank	
              	7/1/2005	
              	3245	
              	2,902,280
	State of Colorado	
              	US Bank	
              	6/1/2006	
              	SLCMMSP03717	
              	149,000
	Sovereign Bank- PEN DOT	
              	Sovereign	
              	6/3/2006	
              	2860	
              	956,252
	       Total Standby's	
              	
              	
              	
              	
              	
              	
              	7,308,182


      


      

      
      


      SCHEDULE 4.6

       

      Litigation


       

      Threatened Litigation


       

      
        	1.	     	Kansas Department of Revenue Notification of
      Responsibility to Collect and Remit Kansas Sales
    Tax
	 
	 	
              	On July 31,
      2001, the Cabela's Incorporated (the "Company") received a Private Letter
      Ruling (the "Ruling") from the Kansas Department of Revenue (the
      "Department"). This Ruling, issued in response to a request made by the
      Company on June 19, 2001, stated that the catalog, promotions, and
      Internet sales subsidiaries of the Company, Cabela's Catalog, Inc.,
      Cabela's Promotions, Inc. (which has since been renamed "Cabela's
      Marketing and Brand Management, Inc.") and Cabelas.com, Inc., did not
      currently have nexus with the State of Kansas ("Kansas") for sales and use
      tax purposes and therefore were not required to collect and remit sales or
      use tax on its sales to Kansas residents. Further, the Ruling stated that
      the establishment of a retail store in Kansas by a sister corporation to
      the catalog and internet subsidiaries would not cause these subsidiaries
      to have nexus under an "agent," "alter-ego" or "affiliate" nexus theory.
      The Company's retail store subsidiary, Cabela's Retail, Inc., subsequently
      opened a store in Kansas.
	 
	 	
              	By letter
      dated February 18, 2004, the Company was notified by the Department that
      the Ruling was retroactively revoked as of July 31, 2003, as a result of
      House Bill 2416, which became state law on that date (the "Bill"). The
      Bill provides that nexus exists for a retailer who sells goods and
      services to Kansas residents if (1) its parent also owns a retailer with a
      sales location in Kansas, and (2) both retailers sell the same or a
      substantially similar line of products under the same or a substantially
      similar business name, or the in-state retailer uses its facilities
      or employees to advertise, promote or facilitate sales by the nonresident
      retailer to consumers.
	 
	 	
              	On March 12,
      2004, representatives of the Company and its attorneys met with
      representatives of the Department. At that meeting, the Company notified
      the Department that it believed the Bill was unconstitutional and that it
      was entitled to rely on the Ruling. The Company further indicated that it
      intended to contest vigorously both the revocation of the Ruling and the
      claim by the Department that the Company's Internet and catalog
      subsidiaries have nexus with Kansas for sales and use tax purposes. The
      parties agreed to continue their discussions in the hopes of finding a
      resolution to this issue.
	  
	 	
              	In January of
      2005, the Company received a letter from the Department indicating that
      the Department would be conducting an audit of the activities of the
      Company and its subsidiaries in Kansas in connection with the Department's
      efforts to enforce the Bill. Thereafter, on May 19, 2005, the Department
      conducted the aforementioned audit at the Company's corporate headquarters
      in Sidney, Nebraska.
	
              	
              	 
	
              	
              	Following the audit of May 19, 2005, the
      Company received a request for additional data with respect to its
      subsidiary, Cabela's Retail, Inc. In addition, on May 26, 2005, the
      Company received a "Notice of Proposed Assessment" for Cabela's Catalog,
      Inc., Cabelas.com, Inc., and Cabela's Marketing and Brand Management, Inc.
      (collectively, the "Notices"). The Notices purported to notify the named
      subsidiaries of the Company that the Department intends to assess
      outstanding and unpaid taxes against the Company for the period running
      from August 1, 2002 through September 30, 2004.
	
              	
              	 
	
              	
              	
                The Company intends to
      continue to vigorously contest the Notices, as well as the revocation of
      the Ruling and the claim by the Department that the Company's Internet and
      catalog subsidiaries have nexus with Kansas for sales and use tax
      purposes.

                 

              


      
 

      

      
      


      SCHEDULE 4.7 

       

      Environmental, Health and Safety
Laws 

       

      None. 

       

      

      
      


      SCHEDULE 4.19 

       

      CABELA'S CORPORATE STRUCTURE

       

      

       


      

      
      


      SCHEDULE 4.22 

       

      Material Contracts


       

      
        	1.	     	Agreements dated January 1, 1995, from certain Borrowers to United
      of Omaha Life Insurance Company, Companion Life Insurance Company and
      Mutual of Omaha Insurance Company, as amended by that certain Amendment
      No. 1 to Note Agreements dated as of June 30, 1997, as amended by that
      certain Amendment No. 2 to Note Agreements dated as of September 1, 2000,
      as amended by that certain Amendment No. 3 to Note Agreements dated as of
      October 9, 2001, as amended by that certain Amendment No. 4 to Note
      Agreements dated as of September 5, 2002 and as amended by that certain
      Amendment No. 5 to Note Agreements dated as of May 5, 2004.
	 
	2.	
              	Note
      Purchase Agreement, dated September 5, 2002, relating to the issue and
      sale of $125,000,000, 4.95% Senior Notes, Series 2002-A, due September 5,
      2009, by and among Cabela's Incorporated, Cabela's Catalog, Inc., Cabela's
      Promotions, 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, Inc., Herters, LLC, Van Dyke
      Supply Company, Inc., AIG Investment Advisors, Inc., AIG Global Investment
      Corporation, Massachusetts Mutual Life Insurance, Citibank, N.A., Pacific
      Life Insurance Company, Principal Life Insurance Company, GE Financial
      Assurance, Nationwide Life Insurance Company, PPM America, Inc., Provident
      Mutual Life Insurance Company, Teachers Insurance and Annuity Association,
      Principal Global Investors, LLC and Chase Manhattan Bank,
N.A.
	 
	3.	
              	Specific Venture Agreement dated November 2, 2002, between Cabela's
      Retail, Inc. ("CRI") and the Unified Government of Wyandotte County/Kansas
      City Kansas in connection with the development of the Kansas City retail
      store and related bond documents.
	 
	4.	
              	The
      Development Agreement dated November 19, 2003, by and among CRI, the State
      of West Virginia, the County Commission of Ohio County, West Virginia and
      the Ohio County Development Authority, and related bond
    documents.
	 
	5.	
              	Service Agreement dated December 13, 2000 between First Data
      Resources Inc. and WFB. Most recently amended on May 20,
2005.
	 
	6.	
              	Pooling and Servicing Agreement dated March 23, 2001, as Amended
      and Restated as of February 4, 2003, by and among WFB Funding, LLC,
      World's Foremost Bank, N.A., and U.S. Bank N.A. as trustee on behalf of
      the certificateholders of the Cabela's Master Credit Card
  Trust.
	 
	7.	
              	Series
      2001-2 Pooling and Servicing Agreement Supplement on or about December 11,
      2001, by and among WFB Funding, LLC, World's Foremost Bank, N.A., and U.S.
      Bank N.A. as trustee on behalf of the certificateholders of the Cabela's
      Master Credit Card Trust.
	 


      

      

      
      


      
        	8.	     	Series 2003-I Pooling and Servicing Agreement Supplement entered
      into on or about February 17, 2003, by and among WFB Funding, LLC, World's
      Foremost Bank, N.A., and U.S. Bank N.A. as trustee on behalf of the
      certificateholders of the Cabela's Master Credit Card Trust.
	 
	9.	
              	Receivables Purchase Agreement entered into on or about February
      17, 2003, by and among WFB Funding, LLC, and World's Foremost Bank,
      N.A.
	 
	10.	
              	Series 2003-2 Amended and Restated Pooling and Servicing Agreement
      Supplement dated as of March 24, 2003, by and among WFB Funding, LLC,
      World's Foremost Bank, N.A., and U.S. Bank N.A. as trustee on behalf of
      the certificateholders of the Cabela's Master Credit Card Trust. Amendment
      to Certificate Purchase Agreement and Fee Letter dated June 30,
      2005.
	 
	11.	
              	Amended and Restated Receivables Purchase Agreement dated as of
      February 4, 2003, by and among WFB Funding, LLC, and World's Foremost
      Bank, N.A.
	 
	12.	
              	Cabela's Credit Card Master Note Trust Agreement entered into on or
      about April 14, 2004, by and among WFB Funding, LLC and Wachovia Bank of
      Delaware, N. A.
	 
	13.	
              	Master Indenture entered into on or about April 14, 2004, by and
      among Cabela's Credit Card Master Note Trust, World's Foremost Bank and
      U.S. Bank, N.A.
	 
	14.	
              	Pooling and Servicing Agreement entered into on or about April 14,
      2004, by and among WFB Funding, LLC, World's Foremost Bank and U.S. Bank
      N.A. as trustee on behalf of the certificateholders of the Cabela's Credit
      Card Master Note Trust.
	 
	15.	
              	Series 2004-I Indenture Supplement entered into on or about April
      14, 2004, by and among Cabela's Credit Card Master Note Trust, World's
      Foremost Bank and U.S. Bank, N.A.
	 
	16.	
              	Receivables Purchase Agreement entered into on or about April 14,
      2004, by and among WFB Funding, LLC, and World's Foremost
  Bank.
	 
	17.	
              	Series 2004-11 Indenture Supplement entered into on or about April
      14, 2004, by and among Cabela's Credit Card Master Trust Note, World's
      Foremost Bank and U.S. Bank, N.A.
	 	
              	 	 
	18.	
              	Receivables Purchase Agreement entered into on or about April 14,
      2004, by and among WFB Funding, LLC, and World's Foremost
  Bank.
	 
	19.	
              	Master Economic Development Agreement entered into to be effective
      as of the 14th day of May, 2004, by and among the CITY OF FORT WORTH,
      TEXAS, a home rule municipal corporation organized under the laws of the
      State of Texas, TARRANT COUNTY, TEXAS, LONE STAR LOCAL GOVERNMENT
      CORPORATION, a nonprofit corporation organized under Subchapter D of
      Chapter 431, Texas Transportation Code and CABELA'S RETAIL, INC., a
      Nebraska corporation.
	 
	 	
              	and
	 	
              	Economic Development Agreement effective November 10, 2004, between
      the State of Texas, acting by and through the Office of Economic
      Development and Tourism, a division within the Office of the Governor, and
      Cabela's Retail, TX, L.P., a Nebraska limited partnership authorized to do
      business in the State.
	 


      

      

      
      


      
        	20.	     	Bond Purchase Agreement dated September 28, 2004, by and among
      Cabela's Incorporated and Lehi City, Utah County, Utah.
	 
	21.	
              	Utah County Nature Museum Purchase and Development Agreement dated
      October 12, 2004, by and among CRI and Utah County, Utah.
	 
	22.	
              	Master Economic Development Agreement entered into to be effective
      as of the 14th day of May, 2004, by and among the CITY OF BUDA, TEXAS, a
      general law city organized under the laws of the State of Texas, Hays
      County, Texas, CITY OF BUDA 4B CORPORATION, a nonprofit corporation
      organized under Section 5190.6, V.A.T.S., DUPRE LOCAL GOVERNMENT
      CORPORATION, a non-profit corporation organized under Subchapter D of
      Chapter 431 of the Texas Transportation Code and CABELA'S RETAIL, INC., a
      Nebraska Corporation.
	 
	23.	
              	Fed Funds Sales Agreement dated as of October 7, 2004, by and among
      World's Foremost Bank and U.S. Bank, N.A. The maximum amount of funds
      which can be outstanding is $25.0 million.
	 
	24.	
              	Fed Funds Line of Credit unsecured uncommitted agreement dated as
      of October 8, 2004, by and among World's Foremost Bank and Wells Fargo
      Bank, N.A. The maximum amount of funds which can be outstanding is $40.0
      million.


      


      

      
      


      SCHEDULE 6.6 

       

      Negative Pledges


       

      
        	1.	     	Under
      the Note Purchase Agreements dated January 1, 1995 between Cabela's
      Incorporated ("Cabela's") and United of Omaha Life Insurance Company,
      Companion Life Insurance Company and Mutual of Omaha Life Insurance
      Company, as amended by Amendment No. 1 to Note Agreements dated June 30,
      1997, Amendment No. 2 to Note Agreements dated September 1, 2000,
      Amendment No. 3 to Note Agreement dated October 9, 2001, Amendment No. 4
      to Note Agreement dated September 5, 2002, and Amendment No. 5 to Note
      Agreements dated May 5, 2004, Cabela's has agreed to restrictions on
      granting Liens on the assets of Cabela's and its Restricted
      Subsidiaries.
	 
	2.	
              	As
      part of an agreement to issue $5,000,000.00 in Sales Tax Bonds (the
      "Bonds") from the City of Mitchell, South Dakota, a South Dakota
      municipality ("Mitchell"), Cabela's Retail, Inc. ("CRI") entered into an
      Operating Agreement dated November 1, 1999, with Mitchell and The City of
      Mitchell Public Museum Board whereby CRI agreed to pay Mitchell a
      "Shortfall Fee" in an amount equal to the difference between (i) the
      annual debt service on the Bonds, and (ii) the actual sales tax
      collections attributable to CRI's retail center in Mitchell, South Dakota.
      In addition, CRI is obligated to make payment to the City in such amounts
      and at such times as necessary to enable the City to prepay the second
      lien bonds to reduce the outstanding principal amount of the second lien
      bonds to $4,000,000 if the City determines that it needs extra sales tax
      bond borrowing capacity at any time prior to April 1, 2006. To the extent
      that future sales tax collections are greater than the annual debt service
      requirement, the Agreement provides that one-half of the excess will be
      available to reimburse CRI for previous Shortfall Fees. To secure CRI's
      performance of its obligations, CRI entered into an Assignment and Pledge
      of Second Lien and Sales Tax Bonds dated May 10, 2000 pursuant to which
      the bonds were pledged to a Trustee. One or more of the agreements contain
      a restriction against granting liens on the collateral covered
      thereby.
	 
	3.	
              	The
      Specific Venture Agreement dated November 2, 2001, between Cabela's
      Retail, Inc. ("CRI") and the Unified Government of Wyandotte County/Kansas
      City Kansas, as amended by that certain First Amendment to Specific
      Venture Agreement dated February 7, 2003, Second Amendment to Specific
      Venture Agreement dated May 25, 2004, and Third Amendment to Specific
      Venture Agreement dated July 1, 2005, in connection with the development
      of the Kansas City retail store, provides that the Unified Government
      shall have the option to purchase the Kansas City retail store in the
      event of certain fundamental breaches by CRI and contains a restriction
      against mortgaging the store property without the prior consent of the
      Unified Government.
	 
	4.	
              	Under
      the Development Agreement dated November 19, 2003, by and among CRI, the
      State of West Virginia, the County Commission of Ohio County, West
      Virginia (the "County"), and the Ohio County Development Authority (the
      "Authority"), as amended by that certain First Amendment to Development
      Agreement dated January 10, 2005, the Authority has an option to purchase
      approximately 15 acres of real estate from CRI for $1.00 if the Authority
      and County refinance or otherwise replace certain Bonds purchased by
      Cabela's whereby the proceeds from said refinancing or replacement would
      be used to pay off the Cabela's Bonds in full; provided, however the
      Authority's option to purchase the real estate for $1.00 shall expire on
      January 10, 2006 if the Cabela's Bonds have not been paid off in full by
      said date.


      
 

      

      
      


      
        	5.	     	Cabela's has agreed to convey certain industrial tracts in Prairie
      du Chien, Wisconsin to the City if Cabela's and the City fail to agree on
      a development concept for such lots by December 31, 2004. The City
      verbally extended this deadline for an indeterminate period of time in
      order to further entertain proposals from Cabela's with respect to these
      tracts. To date, the City and Cabela's have not resolved negotiations with
      respect to these tracts.
	 
	6.	
              	Under
      the Note Purchase Agreement dated as of September 5, 2002 between the
      Borrowers and Jackson National Life Insurance Company, Jackson National
      Life Insurance Company of New York, the Prudential Assurance Company
      Limited, First Sun-America Life Insurance Company, AIG SunAmerica Life
      Assurance Company, General Electric Capital Assurance Company, GELife and
      Annuity Assurance Company, Teachers Insurance and Annuity Association of
      America, TIAA-CREF Life Insurance Company, Nationwide Life Insurance
      Company, Nationwide Life and Annuity Insurance Company, Provident Mutual
      Life Insurance Company, Pacific Life Insurance Company, Massachusetts
      Mutual Life Insurance Company, C.M. Life Insurance Company, Mass Mutual
      Asia Limited and Principal Life Insurance Company, the Borrowers have
      agreed to restrictions on granting Liens on the property or assets of the
      Borrowers and any "Restricted Subsidiary."
	 
	7.	
              	Under
      the Agreement and Right of First Refusal dated as of October 8, 2004, by
      and between Traverse Mountain Commercial Investments, LLC, a Utah limited
      liability company ("Traverse") and CRI, Traverse has a right of first
      refusal for seven and one- half (7.5) years from October 8, 2004 on
      approximately forty (40) acres ("Property") owned by CRI in the event that
      CRI ever sells, exchanges or otherwise transfers any portion of the
      Property. Additionally, under the Traverse Mountain Commercial
      Investments, LLC Real Estate Option Agreement dated October 8, 2004, by
      and between Traverse and CRI, Traverse has the option to purchase the
      Property from CRI in the event that CRI fails to construct a retail store
      by October 8, 2006 or fails to keep a Cabela's retail store open for any
      ninety (90) consecutive days from October 8, 2007 until seven and one-half
      (7.5) years after October 8, 2004.
	 
	8.	
              	Under
      the Real Estate Purchase and Sale Agreement dated July 6, 2004, as amended
      by that certain Amendment No. 1 to Real Estate Purchase and Sale Agreement
      dated December 1, 2004, by and between CRI and Coor's Brewing Company, a
      Colorado corporation ("Coors"), Coors has certain rights to repurchase
      certain portions of the approximately eighty (80) acres that CRI purchased
      from Coors in the event that CRI has not maintained a Cabela's retail
      store open for business under certain conditions for (i) five (5) years
      after the Completion Date of the retail store and (ii) ten (10) years
      after the Completion Date of the retail store, all in accordance with
      Section 8.12 of said Agreement.
	 
	9.	
              	Under
      the Contract of Sale dated March 26, 2004, as amended by that certain
      first Amendment to Contract of Sale dated June 10, 2004, by and between
      Cabela's Retail TX, L.P., ("Cabela's") and AIL Investment L.P., a Texas
      limited partnership ("AIL"), and in accordance with Exhibit "D" to that
      certain Special Warranty Deed given by AIL to Cabela's on June 10, 2004,
      AIL retains certain rights to purchase approximately fifty (50) acres of
      land from Cabela's for a period of ten (10) years after recording of the
      Deed in the event that Cabela's ever receives a bona fide offer to sell
      said property.


      
 

      

      
      


      SCHEDULE 6.11 

       

      Investments


       

      
        	
              	
              	Amount at Book Value
	Existing Bond
      Investments:	
              	       	as of June 4,
      2005:	
              
	      
      Prairie Du Chien #1	
              	$540,000
	       Prairie Du Chien #3	
              	$1,768,428
	      
      Prairie Du Chien #4	
              	$2,029,000
	      
      Sidney Headquarters	
              	$1,258,725
	      
      Kansas City STAR (net of discount)	
              	$52,891,242
	      
      Mitchell, SD	
              	$4,205,000
	      
      Dundee, MI	
              	$6,239,371
	      
      Hamburg, PA	
              	$8,963,500
	      
      Wheeling, WV	
              	$65,540,598
	      
      North Platte, NE	
              	$121,691
	      
      Buda, TX	
              	$11,797,929
	      
      Fort Worth, TX	
              	$432,000
	      
      Lehi, UT	
              	$2,950,300
	Unfunded Committed
      Investments:	
              	
              
	      
      Kansas City STAR Bonds	
              	$1,400,000
	      
      Wheeling, WV STAR Bonds	
              	$27,464,127
	      
      Buda, TX	
              	$24,202,071
	      
      Fort Worth, TX	
              	$36,568,000
	      
      Lehi, UT	
              	$8,049,700
	Other:	
              	
              
	      
      Investment in Land	
              	$17,881,755
	      
      Foreign Currency Forward Contracts	
              	$10,052
	World's Foremost Bank — NIFA
    Bond	
              	$1,000,000


      


      

      
      


      SCHEDULE 6.13 

       

      Liens


       

      DEBTOR: Cabela's Incorporated 

       

      
        	
              	
              	
              	
              	
              
	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	
              	
              	
              	
              	
              
	DELAWARE	
              	
              	
              	
              	
              
	
              	
              	
              	
              	
              	
              
	Sec. of State through
      6/20/05	UCC	Aug. 30,
2004	4244327 5	Lessor: Citicorp Leasing, Inc.	1 – new factory CAT model # FC48HD, s/n 489207 – steel main
      broom
	
              	
              	
              	
              	
              	
              
	
              	UCC	Sept. 21,
    2004	4264402 1	Lessor: U.S. Bancorp	Fax/scan/finisher; Sharp AR-M350U with finisher, per Lease #430542
      SHARP AR-M350N ITH
	
              	
              	
              	
              	
              	
              
	
              	UCC	Apr. 5, 2005	5103255 7	GE Commercial
      Distribution Finance Corporation	Al inventory, equipment & fixtures of D. financed in whole or
      in part by S.P. (see attached Addendum for complete
  description)
	
              	
              	
              	
              	
              	
              
	
              	UCC	May 7, 2005	5140897 1	Lessor: Dell Financial Services, L.P.	All computer equipment & peripherals referenced in that certain
      Extended Terms Payment Agmt #4176513-002 dtd Jan. 19, 2005
	
              	
              	
              	
              	
              	
              


        
        


        DEBTOR: Cabela's Retail, Inc. 

         

        
          	
                	
                	
                	
                	
                
	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	
                	
                	
                	
                	
                
	NEBRASKA	
                	
                	
                	
                	
                
	
                	
                	
                	
                	
                	
                
	Sec. of State through
      6/28/05	UCC	Feb. 18,
2003	9903258601-7	Wood Manufacturing Co.
      Inc.	'03 620VS Ranger boat, s/n RNG6Z051 L203
	
                	
                	
                	
                	
                	
                
	
                	UCC	Mar. 31,
2003	9903266536-8	Wood Manufacturing
      Co., Inc.	'03 519VX Ranger boat, s/n RNG7F141A303; '03 Ranger trail trailer,
      ID #4WRBD181231095046
	
                	
                	
                	
                	
                	
                


        


        

        
        


        DEBTOR: Wild Wings, LLC 

         

        
          	
                	
                	
                	
                	
                
	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	
                	
                	
                	
                	
                
	MINNESOTA	
                	
                	
                	
                	
                
	
                	
                	
                	
                	
                	
                
	Sec. of State through
      6/23/05	UCC	Mar. 8, 2002	20023347856	Lessor: General Electric Capital
      Corporation	Equipment & associated items & licenses &/or
      sublicenses to use any computer programs & related documentation
      subject to Lease Agmt #6684604
	
                	
                	
                	
                	
                	
                


        


        DEBTOR: Cabela's Lodging, LLC 

         

        
          	
                	
                	
                	
                	
                
	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	
                	
                	
                	
                	
                
	NEBRASKA	
                	
                	
                	
                	
                
	
                	
                	
                	
                	
                	
                
	Sec. of State through
      6/28/05	UCC	Dec. 3, 1999	9999925582	Cabela's Ventures,
      Inc.	Blanket collateral description (see attached Exh. "A" for complete
      description)
	
                	
                	
                	
                	
                	
                
	
                	Continuation of above
      initial UCC filing	Aug. 4, 2004	9904344945-2	 	 
	
                	
                	
                	
                	
                	
                


        


        In addition to the UCC
financing statements listed above, please see the items listed on Schedule
6.14.

         

        

        
        


        SCHEDULE 6.14 

         

        Contingent Liabilities

         

        1. Under Sections
2.2.2 and 2.2.3 of the Specific Venture Agreement dated November 2, 2001 (the
"Agreement") between Cabela's Retail, Inc. ("CRI") and the Unified Government of
Wyandotte County/Kansas City Kansas ("UG"), as amended by that certain First
Amendment to Specific Venture Agreement dated February 7, 2003, Second Amendment
to Specific Venture Agreement dated May 25, 2004, and Third Amendment to
Specific Venture Agreement dated July 1, 2005, in connection with the
development of the Kansas City retail store, the UG has a reversionary interest
in the Pad Sites (as defined in the Agreement) and can exercise said
reversionary interest rights in the event that construction is not commenced on
any or all of the Pad Sites within seven (7) years and six (6) months of the
Grand Boulevard Completion Date (as defined in the Agreement). Said reversionary
rights are also set forth in that certain Special Warranty Deed dated November
2, 2001 from the UG (as Grantor) to CRI (as Grantee). As of July 15, 2005, all
of the Pad Sites have been sold by CRI, but Lots 2 and 5 are still under
development by their respective owners. In addition, if at any time after seven
(7) years and six (6) months of the Grand Completion Date, CRI ceases to operate
the Retail Store (as defined in the Agreement) in a dignified quality manner or
abandons the Retail Store, the UG has the option to purchase the Retail Store
for fair market value. Finally, CRI must obtain the approval of the UG to
transfer the Specific Venture (as defined in the Agreement) unless the transfer
is part of a sale of the assets of CRI and its affiliates to a transferee that
is a recognized high quality retailer similar in size and ability to generate
sales as CRI with a net worth at least equal to CRI and its affiliates who
unconditionally assumes CRI's obligations under the Agreement. 

         

        2. Cabela's
Incorporated ("Cabela's") has entered into Development Agreements with the City
of Prairie du Chien, Wisconsin ("PDC") from 1997 to 2001 under which PDC has
provided tax increment financing in the total sum of $8,104,700 in connection
with the retail store and distribution facility in PDC. Cabela's has purchased
$5,104,700 of the bonds issued pursuant to said Development Agreements. In the
event that the real estate tax revenues are insufficient to pay the annual debt
service required under the bonds, Cabela's has agreed to advance PDC the sums
necessary to pay any shortfall. 

         

        3. Cabela's has
agreed to convey certain industrial tracts in Prairie du Chien, Wisconsin to the City if Cabela's and the City
fail to agree on a development concept for such lots by December 31, 2004. The
City verbally extended this deadline for an indeterminate period of time in
order to further entertain proposals from Cabela's with respect to these tracts.
To date, the City and Cabela's have not resolved negotiations with respect to
these tracts. 

         

        4. Under a
Development Agreement dated April 8, 1997 between the Economic Development Authority of the City of Owatonna,
Minnesota ("City"), County of Steele ("County") and Three Corners, L.L.C., if
the City contributions and County contributions are less than the amount
necessary to pay the current amount due under the current special assessments
due in connection with the development of the infrastructure of the project, CRI
is obligated, under an Assignment and Assumption Agreement dated June 25, 1998,
to pay any shortfalls with respect to the Cabela's Subproject. 

         

        5. Cabela's has
entered into a Visa U.S.A., Inc. Non-Financial Institution Guaranty under which
Cabela's guaranties any settlement obligations of WFB to VISA. 

         

        

        
        


        6. CRI and Utah
County, Utah ("County") entered into that certain County Nature Museum Purchase and Development Agreement
(Utah County, Utah) dated October 12, 2004 (the "Agreement"), whereby CRI agreed
to build a Cabela's retail store and employ a certain number of full-time
equivalent employees in Lehi, Utah by June 30, 2006. In the event that CRI does
not open the store by said date, CRI shall reimburse the County for all
expenditures it made with regard to Museum Funding (as defined in the
Agreement), issuance of the Bonds (as defined in the Agreement) and certain
other expenditures. Additionally, if CRI does not keep the store open for a
period of five (5) years, CRI is obligated to pay $200,000 to the County for
each year that the retail store is closed prior to its fifth anniversary. If
Cabela's does not attain the employee level described above, the County may have
a cause of action under Utah law. 

         

        7. CRI and Lehi City,
Utah County, Utah ("City") entered into that certain Development Agreement (Lehi City, Utah) on October 12,
2004 (the "Agreement"), whereby CRI agreed to build a Cabela's retail store and
employ a certain number of full-time equivalent employees in Lehi, City by June
30, 2006. If Cabela's does not open the store by June 30, 2006, or attain the
specified employee levels, the City may have a cause of action under Utah law.


         

        8. CRI, Coor's and
The City of Wheat Ridge, a Colorado municipal corporation ("City") entered into
that certain Annexation and Development Agreement dated December 20, 2004 (the
"Agreement"), whereby CRI agreed to build a Cabela's retail store and employ a
certain number of full-time equivalent employees in the City by September 30,
2006. If Cabela's does not open the store by September 30, 2006 or attain the
specified employee levels, the City may have a cause of action in accordance
with Colorado law. 

         

        9. CRI, the City of
Fort Worth, Texas, Terrant County, Texas, and the Lone Star Local Government Corporation entered into that
certain Master Economic Development Agreement dated effective as of July 1, 2004
(the "Agreement"), as amended, which was later assigned from CRI to Cabela's
Retail TX, LLC, a Nebraska limited liability company ("Cabela's Retail TX"),
whereby Cabela's Retail TX agreed to build a Cabela's retail store and: (i)
employ sixty (60) full-time equivalent employees that are Fort Worth Residents
(as defined in the Agreement) and at least ten (10) full-time equivalent
employees that are Central City Residents (as defined in the Agreement) by
December 31, 2006; (ii) spend up to $50,000,000 on construction of the retail
store, with $8,500,000 of the Construction Costs (as defined in the Agreement)
spent with Fort Worth Companies (as defined in the Agreement) and $2,500,000 of
the Construction Costs spent with contractors that are Certified M/WBEs (as
defined in the Agreement); and (iii) spend at least $15,000 with Fort Worth
Companies for supplies and services on an annual basis and spend at least $5,000
for supplies and services with Certified M/WBEs on an annual basis. In the event
that Cabela's does not meet its construction spending goals, employment goals,
or supply and service goals as described above, Article 11 of the Agreement
outlines certain amounts which would be assessed against Cabela's Retail TX or
which would result in a deduction from the various municipalities' obligations
to provide economic incentives to Cabela's Retail TX. 

         

        10. CRI, the City of
Buda, Texas, Hays County, Texas, the City of Buda 4B Corporation and the Dupre
Local Government Corporation entered into that certain Master Economic
Development Agreement dated on or about May 14, 2004 (the "Agreement"), which
was later assigned from CRI to Cabela's Retail TX, whereby Cabela's Retail TX
agreed to build a Cabela's retail store and employ a certain number of full-time
equivalent employees and have the store open for business no later than November
30, 2005. In the event that Cabela's Retail TX does not obtain the employment
level set forth in the Agreement, Cabela's Retail TX shall reimburse to the
applicable Governmental Unit (as defined in the Agreement) an amount equal to
$5,000 per each full-time equivalent job below the number required.

         

        

        
        


        11. In six (6) of the
Cabela's retail store locations (SD, KS, PA, TX – 2, and UT), Cabela's has
declared a condominium on their building for purposes of separating out a
portion of the retail store as a public museum. By doing so, Cabela's has been
able to obtain certain financing (normally in the form of bonds) and, in
exchange for the financing, Cabela's has deeded the museum to the local
municipality that issued bonds. During the time when the municipality owns the
museum, Cabela's manages the museum in exchange for certain management fees that
accrue. Cabela's generally has an obligation in each of these locations to
repurchase the museum back from the municipal owner after the bonds are paid off
or otherwise expire in accordance with their terms. The purchase price for the
museum is usually based upon fair market value at the time of the sale, and
Cabela's is to receive a credit against the purchase price in the amount of any
accrued management fees. In the event that the accrued management fees do not
match or exceed the price of the museum at the time the repurchase occurs,
Cabela's would be required to pay an amount equal to the difference between (i)
the purchase price for the museum and (ii) the accrued management fees. The
agreements were structured with the understanding that the accrued management
fees would accumulate and pay for the museum at the time of the repurchase, but
there is no way of knowing what the fair market value for the museums will be in
the future and whether the accrued management fees will be enough to cover the
costs for the museums. 

         

        12. Cabela's has
received the following additional grant commitments, which are contingent upon
the satisfaction of conditions specified in the respective grant agreements:


         

        
          	Description	Amount
	Mitchell Bonds	4,205,000
	Sidney Construction Grant II	1,000,000
	Sidney Construction Grant III	1,000,000
	Woonsocket Site	
                
	Improvements	500,000
	East Grand Forks	3,908,333
	Hamburg PA	1,000,000
	North Platte	65,148
	Grand Island	33,333
	PDC 1996	2,445,000
	PDC 1997	540,000
	Owatonna	1,380,178
	Lincoln	176,027
	WFB portion
      of Lincoln	251,864
	Texas
      Enterprise Fund	400,000