exhibit4-8.htm


     

    
      Exhibit 4.8

       

    

    
      	EXECUTION COPY
	 


    


    CABELA’S INCORPORATED
CABELA’S
CATALOG, INC.
CABELA’S RETAIL, INC.
CABELA’S OUTDOOR ADVENTURES,
INC.
CABELAS.COM, INC.
CABELA’S WHOLESALE, INC.
CABELA’S
VENTURES, INC.
WILD
WINGS, LLC
CABELA’S LODGING, LLC
VAN DYKE SUPPLY
COMPANY, INC.
CABELA’S MARKETING AND BRAND MANAGEMENT, INC.
CABELA’S
RETAIL LA, LLC
CABELA’S TROPHY
PROPERTIES, LLC
ORIGINAL CREATIONS,
LLC
CABELA’S
RETAIL TX, L.P.
CABELA’S RETAIL
GP, LLC
LEGACY TRADING COMPANY
CRLP, LLC
CABELA’S RETAIL
MO, LLC
CABELA’S RETAIL
IL, INC.

     

    

SECOND SUPPLEMENT TO NOTE PURCHASE AGREEMENT 

     

    
Dated as of January 16,
2008
 

     

    
      	Re:       
    	$57,000,000 7.20% SERIES 2008-A SENIOR NOTES	 
	  	DUE JANUARY 16, 2018	
            


    

    
    

     

    
      	 


    

    
    

     

    

    
    

     

    
    


    CABELA’S
INCORPORATED
CABELA’S
CATALOG, INC.
CABELA’S RETAIL, INC.
CABELA’S OUTDOOR ADVENTURES,
INC.
CABELAS.COM, INC.
CABELA’S WHOLESALE, INC.
CABELA’S
VENTURES, INC.
WILD
WINGS, LLC
CABELA’S LODGING, LLC
VAN DYKE SUPPLY
COMPANY, INC.
CABELA’S MARKETING AND BRAND MANAGEMENT, INC.
CABELA’S
RETAIL LA, LLC
CABELA’S TROPHY
PROPERTIES, LLC
ORIGINAL CREATIONS,
LLC
CABELA’S
RETAIL TX, L.P.
CABELA’S RETAIL
GP, LLC
LEGACY TRADING COMPANY
CRLP, LLC
CABELA’S RETAIL
MO, LLC
CABELA’S RETAIL
IL, INC. 

     

    Dated as of
January 16,
2008

     

    To the Purchaser(s) named
in
Schedule A hereto

     

    Ladies and Gentlemen:


     

         This Second Supplement to Note Purchase Agreement
(the “Second Supplement”) is among (i) CABELA’S
INCORPORATED, a Delaware
corporation (the “Company”), (ii) CABELA’S CATALOG, INC., a Nebraska corporation
(“Catalog”), (iii) CABELA’S RETAIL, INC., a Nebraska corporation
(“Retail”), (iv) CABELA’S OUTDOOR ADVENTURES,
INC., a Nebraska corporation
(“Adventures”), (v) CABELAS.COM,
INC., a Nebraska corporation
(“Cabelas.com”), (vi) CABELA’S WHOLESALE, INC., a Nebraska corporation
(“Wholesale”), (vii) CABELA’S VENTURES, INC., a Nebraska corporation
(“Ventures”), (viii) WILD WINGS,
LLC, a Minnesota limited liability
company (“Wild Wings”), (ix) CABELA’S LODGING, LLC,
a Nebraska limited liability company (“Lodging”), (x) VAN DYKE SUPPLY
COMPANY, INC., a South Dakota corporation (“Van Dyke”), (xi) CABELA’S MARKETING AND BRAND MANAGEMENT, INC., a Nebraska corporation (“Marketing”), (xii) CABELA’S RETAIL
LA, LLC,
a Nebraska limited liability company (“Retail LA”), (xiii) CABELA’S TROPHY
PROPERTIES, LLC,
a Nebraska limited liability company (“Trophy”), (xiv) ORIGINAL CREATIONS,
LLC, a Minnesota limited liability
company (“Creations”), (xv) CABELA’S RETAIL
TX, L.P.,
a Nebraska limited partnership (“Retail TX”), (xvi) CABELA’S RETAIL
GP, LLC,
a Nebraska limited liability company (“Retail GP”), (xvii) LEGACY TRADING COMPANY, a South Dakota
corporation (“Legacy”), (xviii) CRLP, LLC, a Nebraska limited liability
company (“CRLP”), (xix) Cabela’s Retail MO, LLC, a Nebraska limited
liability company (“Retail MO”), and (xx) Cabela’s Retail IL, Inc., an Illinois
corporation (“Retail Illinois,” and, together with the Company, Catalog, Retail,
Adventures, Cabelas.com, Wholesale, Ventures, Wild Wings, Lodging, Van Dyke,
Marketing, Retail LA, Trophy, Creations, Retail TX, Retail GP, Legacy, CRLP and
Retail MO are individually referred to as an “Obligor” and collectively as the “Obligors”) and the institutional investors named on Schedule A
attached hereto (the “Purchasers”).

     

    

    
    


         Reference is hereby made to the Note Purchase
Agreements dated as of February 27, 2006 as amended and supplemented by the
Amendment No. 1 to the Note Purchase Agreements dated June 15, 2007 and the
First Supplement dated as of June 15, 2007 (the “First Supplement”) (together, the “Note Purchase Agreement”) among the Obligors and the purchasers listed on
Schedule A thereto. All capitalized terms not otherwise defined herein shall
have the same meaning as specified in the Note Purchase Agreement. Reference is
further made to Section 4.13 of the Note Purchase Agreement which requires that,
prior to the delivery of any Additional Notes, the Obligors and each Additional
Purchaser shall execute and deliver a Supplement. 

     

         Each Obligor hereby
jointly and severally agrees with the Purchasers as follows: 

     

         Section 1. Each Obligor has authorized the issue and sale of
$57,000,000 aggregate principal amount of its 7.20% Series 2008-A Senior Notes
due January 16, 2018 (the “Series 2008-A Notes”). The Series 2008-A Notes, together with the Series
2006-A Notes initially issued pursuant to the Note Purchase Agreement and the
Series 2007-A Notes issued under the First Supplement and each series of
Additional Notes which may from time to time hereafter be issued pursuant to the
provisions of Section 2.2 of the Note Purchase Agreement, are collectively
referred to as the “Notes”
(such term shall also include any such notes issued in substitution therefor
pursuant to Section 13 of the Note Purchase Agreement). The Series 2008-A Notes
shall be substantially in the form set out in Exhibit 1 hereto with such changes
therefrom, if any, as may be approved by the Purchasers and the
Obligors.

     

         Section 2. Subject to the terms and conditions hereof and as
set forth in the Note Purchase Agreement and on the basis of the representations
and warranties hereinafter set forth, the Obligors agree to issue and sell to
each Purchaser, and each Purchaser agrees to purchase from the Obligors, Series
2008-A Notes in the principal amount set forth opposite such Purchaser’s name on
Schedule A hereto at a price of 100% of the principal amount thereof on the
closing date hereafter mentioned. 

     

         Section 3. The sale and purchase of the Series 2008-A Notes to
be purchased by each Purchaser shall occur at the offices of Chapman and Cutler
LLP, 111 West Monroe Street, Chicago, Illinois 60603, at 10:00 A.M. Chicago time, at a closing
(the “Closing”) on January 16, 2008 or on such other Business Day
thereafter on or prior to January 18, 2008 as may be agreed upon by the Company
and the Purchasers. At the Closing, the Obligors will deliver to each Purchaser
the Series 2008-A Notes to be purchased by such Purchaser in the form of a
single Series 2008-A Note (or such greater number of Series 2008-A Notes in
denominations of at least $100,000 as such Purchaser may request) dated the date
of the Closing and registered in such Purchaser’s name (or in the name of such
Purchaser’s nominee), against delivery by such Purchaser to the Obligors or
their order of immediately available funds in the amount of the purchase price
therefor by wire transfer of immediately available funds for the account of the
Company to account number 149401303867 at US Bank, 233 South 13th Street,
Lincoln, Nebraska 68508, ABA No. 104000029, Swift Code: USBKUS44IMT, Account
Name: Cabela’s Inc. If, at the Closing, the Obligors shall fail to tender such
Series 2008-A Notes to any Purchaser as provided above in this Section 3, or any
of the conditions specified in Section 4 shall not have been fulfilled to any
Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be
relieved of all further obligations under this Agreement, without thereby
waiving any rights such Purchaser may have by reason of such failure or such
nonfulfillment.

     

    -2- 

     

    

    
    


         Section 4. The obligation of each Purchaser to purchase and pay
for the Series 2008-A Notes to be sold to such Purchaser at the Closing is
subject to the fulfillment to such Purchaser’s satisfaction, prior to the
Closing, of the conditions set forth in Section 4 of the Note Purchase Agreement
with respect to the Series 2008-A Notes to be purchased at the Closing, and to
the following additional conditions: 

     

         (a) Except as
supplemented, amended or superceded by the representations and warranties set
forth in Exhibit A hereto, each of the representations and warranties of the
Obligors set forth in Section 5 of the Note Purchase Agreement shall be correct
as of the date of Closing and the Obligors shall have delivered to each
Purchaser an Officer’s Certificate, dated the date of the Closing certifying
that such condition has been fulfilled. 

     

         (b) Contemporaneously
with the Closing, the Obligors shall sell to each Purchaser, and each Purchaser
shall purchase, the Series 2008-A Notes to be purchased by such Purchaser at the
Closing as specified in Schedule A.

     

         Section 5. Required
Prepayments. On January 16, 2012
and on each January 16 thereafter to and including January 16, 2017 the Obligors
will prepay $8,142,857 principal amount (or such lesser principal amount as
shall then be outstanding) of the Series 2008-A Notes at par and without payment
of the Make-Whole Amount or any premium, provided that upon any partial prepayment of the Series
2008-A Notes pursuant to section 6 the principal amount of each required
prepayment of the Series 2008-A Notes becoming due under this Section 5 on and
after the date of prepayment shall be reduced in the same proportion as the
aggregate unpaid principal amount of the Series 2008-A Notes is reduced as the
result of such prepayment.

     

         Section 6. Optional Prepayments with
Make-Whole Amount. The Obligors
may, at their option, upon notice as provided below, prepay at any time all, or
from time to time any part of, the Series 2008-A Notes, in an amount not less
than 5% of the aggregate principal amount of the Series 2008-A Notes then
outstanding in the case of a partial prepayment, at 100% of the principal amount
so prepaid, together with interest accrued thereon to the date of such
prepayment, plus the Make-Whole Amount determined for the prepayment date with
respect to such principal amount. The Company will give each holder of Series
2008-A Notes written notice of each optional prepayment under this Section 6 not
less than 30 days and not more than 60 days prior to the date fixed for such
prepayment. Each such notice shall specify such date (which shall be a Business
Day), the aggregate principal amount of the Series 2008-A Notes to be prepaid on
such date, the principal amount of each Series 2008-A Note held by such holder
to be prepaid (determined in accordance with Section 7 of this Second
Supplement), and the interest to be paid on the prepayment date with respect to
such principal amount being prepaid, and shall be accompanied by a certificate
of a Senior Financial Officer as to the estimated Make-Whole Amount due in
connection with such prepayment (calculated as if the date of such notice were
the date of the prepayment), setting forth the details of such computation. Two
Business Days prior to such prepayment, the Company shall deliver to each holder
of Series 2008-A Notes a certificate of a Senior Financial Officer specifying
the calculation of such Make-Whole Amount as of the specified prepayment
date.

     

    -3- 

     

    

    
    


         Section 7. Allocation of Partial
Prepayments for Series 2008-A Notes. In the case of each partial prepayment of the
Series 2008-A Notes pursuant to Section 5 and Section 6 of this Second
Supplement, the principal amount of the Series 2008-A Notes to be prepaid shall
be allocated among all of the Series 2008-A Notes at the time outstanding in
proportion, as nearly as practicable, to the respective unpaid principal amounts
thereof. 

     

         Section 8. Maturity; Surrender,
etc. In the case of each
prepayment of Series 2008-A Notes pursuant to Section 5 and Section 6 of this
Second Supplement the principal amount of each Series 2008-A Note to be prepaid
shall mature and become due and payable on the date fixed for such prepayment
(which shall be a Business Day), together with interest on such principal amount
accrued to such date and the applicable Make-Whole Amount, if any. From and
after such date, unless the Obligors shall fail to pay such principal amount
when so due and payable, together with the interest and Make-Whole Amount, if
any, as aforesaid, interest on such principal amount shall cease to accrue. Any
Series 2008-A Note paid or prepaid in full shall be surrendered to the Obligors
and cancelled and shall not be reissued, and no Series 2008-A Note shall be
issued in lieu of any prepaid principal amount of any Series 2008-A Note.


     

         Section 9. Purchase of Series 2008-A
Notes. The Obligors will not and
will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire,
directly or indirectly, any of the outstanding Series 2008-A Notes except upon
the payment or prepayment of the Series 2008-A Notes in accordance with the
terms of the Note Purchase Agreement and the Series 2008-A Notes. The Obligors
will promptly cancel all Series 2008-A Notes acquired by them or any Affiliate
pursuant to any payment, prepayment or purchase of Series 2008-A Notes pursuant
to any provision of the Note Purchase Agreement and no Series 2008-A Notes may
be issued in substitution or exchange for any such Series 2008-A Notes.


     

    -4- 

     

    

    
    

     

         Section 10. Make-Whole
Amount. The term “Make-Whole Amount” means, with respect to any Series 2008-A Note, an
amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Series 2008-A
Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less
than zero. For the purposes of determining the Make-Whole Amount, the following
terms have the following meanings: 



         “Called Principal” means, with respect to any Series 2008-A Note, the
principal of such Series 2008-A Note that is to be prepaid pursuant to Section 6
of this Second Supplement or has become or is declared to be immediately due and
payable pursuant to Section 12.1 of the Note Purchase Agreement, as the context
requires. 

     

         “Discounted Value” means, with respect to the Called Principal of any
Series 2008-A Note, the amount obtained by discounting all Remaining Scheduled
Payments with respect to such Called Principal from their respective scheduled
due dates to the Settlement Date with respect to such Called Principal, in
accordance with accepted financial practice and at a discount factor (applied on
the same periodic basis as that on which interest on the Series 2008-A Notes is
payable) equal to the Reinvestment Yield with respect to such Called Principal.


     

         “Reinvestment Yield” means, with respect to the Called Principal of any
Series 2008-A Note, .50% over the yield to maturity implied by (i) the yields
reported, as of 10:00 A.M. (New York City time) on the second Business Day
preceding the Settlement Date with respect to such Called Principal, on the
display designated as “Page PX1” (or such other display as may replace Page PX1)
on Bloomberg Financial Markets for the most recently issued actively traded on
the run U.S. Treasury securities having a maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date, or (ii) if
such yields are not reported as of such time or the yields reported as of such
time are not ascertainable (including by way of interpolation), the Treasury
Constant Maturity Series Yields reported, for the latest day for which such
yields have been so reported as of the second Business Day preceding the
Settlement Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (or any comparable successor publication) for U.S.
Treasury securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date. In the case of
determination under clause (i) or clause (ii), as the case may be, of the
preceding paragraph, such implied yield will be determined, if necessary, by (a)
converting U.S. Treasury bill quotations to bond-equivalent yields in accordance
with accepted financial practice and (b) interpolating linearly between (1) the
U.S. Treasury security with the maturity closest to and greater than such
Remaining Average Life and (2) the U.S. Treasury security with the maturity
closest to and less than such Remaining Average Life. The Reinvestment Yield
shall be rounded to the number of decimal places as appears in the interest rate
of the applicable Series 2008-A Note. 

     

         “Remaining Average Life” means, with respect to any Called Principal, the
number of years (calculated to the nearest one-twelfth year) obtained by
dividing (i) such Called Principal into (ii) the sum of the products obtained by
multiplying (a) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years (calculated to the
nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment. 

     

    -5- 

     

    

    
    


         “Remaining Scheduled Payments” means, with respect to the Called Principal of any
Series 2008-A Note, all payments of such Called Principal and interest thereon
that would be due after the Settlement
Date with respect to such Called Principal if no payment of such Called
Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which
interest payments are due to be made under the terms of the Series 2008-A Notes,
then the amount of the next succeeding scheduled interest payment will be
reduced by the amount of interest accrued to such Settlement Date and required
to be paid on such Settlement Date pursuant to Section 6 of this Second
Supplement or Section 12.1 of the Note Purchase Agreement. 

     

         “Settlement Date” means, with respect to the Called Principal of any
Series 2008-A Note, the date on which such Called Principal is to be prepaid
pursuant to Section 6 of this Second Supplement or has become or is declared to
be immediately due and payable pursuant to Section 12.1 of the Note Purchase
Agreement, as the context requires. 

     

         Section 11. Each Purchaser represents and warrants that the
representations and warranties set forth in Section 6 of the Note Purchase
Agreement are true and correct on the date hereof with respect to the purchase
of the Series 2008-A Notes by such Purchaser. 

     

         Section 12. The Obligors and each Purchaser agree to be bound by
and comply with the terms and provisions of the Note Purchase Agreement as fully
and completely as if such Purchaser were an original signatory to the Note
Purchase Agreement. 

     

    -6- 

     

    

    
    


         The execution hereof shall constitute a contract
between the Obligors and the Purchasers for the uses and purposes hereinabove
set forth, and this agreement may be executed in any number of counterparts,
each executed counterpart constituting an original but all together only one
agreement. 

     

    
      	
            	CABELA’S INCORPORATED
	
            	CABELA’S CATALOG, INC.
	
            	CABELA’S RETAIL, INC.
	
            	CABELA’S OUTDOOR ADVENTURES, INC.
	
            	CABELAS.COM, INC.
	
            	CABELA’S WHOLESALE, INC.
	
            	CABELA’S VENTURES, INC.
	
            	WILD WINGS, LLC
	
            	CABELA’S LODGING, LLC
	
            	CABELA’S MARKETING AND BRAND
	
            	     
       MANAGEMENT, INC.
	
            	CABELA’S RETAIL LA, LLC
	
            	ORIGINAL CREATIONS, LLC
	
            	CABELA’S TROPHY PROPERTIES, LLC
	
            	CABELA’S RETAIL GP, LLC
	
            	LEGACY TRADING COMPANY
	
            	CRLP, LLC
	
            	CABELA’S RETAIL MO, LLC
	
            	CABELA’S RETAIL IL, INC.
	
            	   
	
            	   
	
            	By:  	/s/ Ralph Castner   
	
            	
            	Name:
      Ralph W. Castner   
	
            	
            	Title: Vice President, CFO, Secretary
      or   
	
            	
            	              Treasurer   
	
            	  
	
            	CABELA’S RETAIL TX, L.P.
	
            	  
	
            	By: Cabela’s Retail GP, LLC
	
            	Its: General Partner
	
            	  
	
            	By:
      	/s/ Ralph Castner   
	
            	
            	Name: Ralph W.
    Castner   
	
            	
            	Title: Secretary and
Treasurer  
	
            	  
	
            	VAN DYKE SUPPLY COMPANY, INC.
	
            	  
	
            	By: 	/s/ Jeff Jung 
	
            	
            	Name: Jeff
      Jung         
	
            	
            	Title: Secretary and
  Treasurer


    


    -7- 

     

    

    
    


    Accepted as of January 16,
2008 

     

    
      	
            	THE PRUDENTIAL INSURANCE COMPANY OF
	
            	     
       AMERICA
	
            	  
	
            	  
	
            	By:
       	/s/ G. Anthony Coletta   
	
            	
            	Name: G. Anthony Coletta  
	
            	
            	Title: Vice President 
  


    


    

    
    


    Accepted as of January 16,
2008 

     

    
      	
            	PRUDENTIAL RETIREMENT INSURANCE AND
	
            	     
       ANNUITY COMPANY
	
            	   
	
            	  
	
            	By:
       	Prudential Investment
      Management, Inc.,   
	
            	
            	as investment manager
	
            	
            	  
	
            	
            	 
	
            	
            	By:  	/s/ G. Anthony Coletta   
	
            	
            	
            	Name: G. Anthony
      Coletta    
	
            	
            	
            	Title: Vice President   
    


    


    

    
    

    
Accepted as of January 16, 2008 

     

    
      	
            	ZURICH AMERICAN INSURANCE COMPANY
	
            	 	 
	
            	
            	 
	 	By:  	Prudential Private Placement
    Investors,
	
            	  	L.P. (as Investment Advisor)
	
            	 
	
            	   
	
            	By:	Prudential Private Placement
    Investors,
	
            	  	Inc. (as its General Partner)
	
            	
            	 
	
            	
            	 
	
            	       	By:  	/s/ G. Anthony Coletta   
	
            	
            	
            	Name: G. Anthony Coletta
	
            	
            	
            	Title: Vice President 
  


    


    

    
    


    Accepted as of January 16,
2008 

     

    
      	
            	UNIVERSAL PRUDENTIAL ARIZONA
	
            	     
       REINSURANCE COMPANY
	
            	     
	
            	
            	  
	
            	By:  	Prudential Investment
      Management, Inc.   
	
            	
            	as investment manager 
  
	
            	      
	
            	     
	
            	
            	By:  	/s/ G. Anthony Coletta
	
            	
            	
            	Name: G. Anthony Coletta  
	
            	
            	
            	Title: Vice President



    


    

    
    


    Accepted as of January 16,
2008 

     

    
      	
            	LIFE INVESTORS INSURANCE COMPANY OF
	
            	     
       AMERICA
	
            	   
	
            	   
	
            	By:  	/s/ Debra R. Thompson   
	
            	
            	Name: Debra R. Thompson  
	
            	
            	Title: Vice President 
  


    


    

    
    


    Accepted as of January 16,
2008 

     

    
    

     

    
      	
            	TRANSAMERICA LIFE INSURANCE COMPANY
	
            	   
	
            	   
	
            	By:  	/s/ Debra R. Thompson 
	
            	
            	Name: Debra R. Thompson  
	
            	
            	Title: Vice President 
  


    

     

    
      

    

    
    


    Accepted as of January 16,
2008 

     

    
    

     

    
      	
            	TRANSAMERICA FINANCIAL LIFE INSURANCE
	
            	          COMPANY   
	
            	
            
	
            	   
	
            	By:  	/s/ Debra R. Thompson 
	
            	
            	Name: Debra R. Thompson  
	
            	
            	Title: Vice President 
  


    

    
    

     

    

    
    

     

    
    


    Accepted as of January 16,
2008 

     

    
      	
            	SYMETRA LIFE INSURANCE COMPANY, a
	
            	     
       Washington corporation
	 	   
	 	  
	 	By:   	Principal Global Investors, LLC, a
	
            	  	Delaware limited liability company,
    its
	
            	  	Authorized Signatory
	
            	
            	  
	
            	
            	  
	
            	
            	By:  	/s/ Colin Pennycooke   
	
            	
            	
            	Name: Colin Pennycooke  
	
            	
            	
            	Title: Counsel  
	
            	
            	 
	
            	
            	 
	
            	
            	By:   	/s/ James C. Fifield 
	
            	
            	
            	Name: James C. Fifield, Assistant 
    
	
            	
            	
            	General Counsel 



    


    

    
    


    Accepted as of January 16,
2008 

     

    
      	
            	LIFE INSURANCE COMPANY OF THE SOUTHWEST
	 	   
	
            	   
	
            	By:   	/s/ R. Scott Higgins 
	
            	
            	Name:
       	R. Scott Higgins   
	
            	
            	Title: 	Vice President  
	
            	
            	
            	Sentinel Asset Management 
  


    


    

    
    


    Accepted as of January 16,
2008 

     

    
    

     

    
      	
            	ASSURITY LIFE INSURANCE COMPANY
	 	   
	
            	   
	
            	By:   	/s/ Victor Weber 
	
            	
            	Name:
       	Victor Weber   
	
            	
            	Title: 	Senior Director - Investments
  


    

     

    
      

    

    
    


    INFORMATION RELATING TO PURCHASERS


     

    
      	  	
            	PRINCIPAL AMOUNT OF
	  	
            	SERIES 2008-A NOTES
	NAME AND ADDRESS OF PURCHASER 	
            	NOTES TO BE PURCHASED
	  	 	 
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	 	$9,750,000
	c/o
      Prudential Capital Group	 	$5,000,000
	Two
      Prudential Plaza	
            	  
	180
      North Stetson, Suite 5600	
            	  
	Chicago, IL 60601-6716	
            	  
	Attention: Managing Director	
            	  


    


    Payments 

     

    All payments on account of
Notes held by such purchaser shall be made by wire transfer of immediately
available funds for credit to: 

     

    
      	     	Account
      Name: Prudential Managed Portfolio
	 	Account
      No.: P86188 (please do not include spaces) (in the case
	 	of
      payments on account of the Note originally issued in the
	
            	principal amount of $9,750,000)
	
            	  
	
            	Account
      Name: Privest Plus
	
            	Account
      No.: P86288 (please do not include spaces) (in the case
	
            	of
      payments on account of the Note originally issued in the
	
            	principal amount of $5,000,000)
	
            	  
	
            	JPMorgan Chase Bank
	
            	New
      York, NY
	
            	ABA
      No.: 021-000-021
	
            	  
	
            	
              Each such wire
      transfer shall set forth the name of the Company, a reference to “Cabela’s
      Incorporated et al, 7.20% Senior Notes due January 16, 2018, Security No.
      INV10673, PPN 12681# AC1” and the due date and application (as among
      principal, interest and Make-Whole Amount) of the payment being
      made.

            


    


    SCHEDULE A
(to
Second Supplement) 

     

    

    
    


    Notices 

     

    All notices with respect to
payments, and written confirmation of each such payment, to be addressed to:


     

    
      	     	The
      Prudential Insurance Company of America
	
            	c/o
      Investment Operations Group
	
            	Gateway
      Center Two, 10th Floor
	 	100
      Mulberry Street
	
            	Newark,
      New Jersey 07102-4077
	
            	Attention: Manager, Billings and
      Collections
	 	  
	
            	Recipient of telephonic prepayment
      notices:
	
            	  
	
            	Manager, Trade Management Group
	
            	Telephone: (973) 367-3141
	
            	Facsimile: (888)
889-3832


    


    Name of Nominee in which
Notes are to be issued: None 

     

    Taxpayer I.D. Number:
22-1211670 

     

    A-2 

     

    

    
    


    
      	  	
            	PRINCIPAL AMOUNT OF
	  	
            	SERIES 2008-A NOTES
	NAME AND ADDRESS OF PURCHASER 	
            	NOTES TO BE PURCHASED
	  	 	 
	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY	 	$4,800,000
	COMPANY	
            	  
	c/o
      Prudential Capital Group	 	  
	Two
      Prudential Plaza	
            	 
	180
      North Stetson, Suite 5600	
            	  
	Chicago, IL 60601-6716	
            	  
	Attention: Managing Director	
            	  


    


    Payments 

     

    All payments on account of
Notes held by such purchaser shall be made by wire transfer of immediately
available funds for credit to: 

     

    
      	     	JPMorgan Chase Bank
	 	New
      York, NY
	
            	ABA
      No.: 021000021
	
            	  
	
            	Account
      Name: PRIAC - SA - New York Carpenters - Privates
	
            	Account
      No. P86337 (please do not include spaces)
	
            	  
	
            	
              Each such wire
      transfer shall set forth the name of the Company, a reference to “Cabela’s
      Incorporated et al, 7.20% Senior Notes due January 16, 2018, Security No.
      INV10673, PPN 12681# AC1” and the due date and application (as among
      principal, interest and Make-Whole Amount) of the payment being
      made.

            


    


    Notices 

     

    All notices with respect to
payments, and written confirmation of each such payment, to be addressed to:


     

    
      	     	Prudential Retirement Insurance and Annuity
      Company
	
            	c/o
      Prudential Investment Management, Inc.
	
            	Private
      Placement Trade Management
	
            	PRIAC
      Administration
	
            	Gateway
      Center Four, 7th Floor
	
            	100
      Mulberry Street
	
            	Newark,
      New Jersey 07102
	
            	Telephone: (973) 802-8107
	
            	Facsimile: (888)
889-3832


    


    Name of Nominee in which
Notes are to be issued: None

     

    Taxpayer I.D. Number:
06-1050034 

     

    A-3 

     

    

    
    


    
      	  	
            	PRINCIPAL AMOUNT OF
	  	
            	SERIES 2008-A NOTES
	NAME AND ADDRESS OF PURCHASER	
            	NOTES TO BE PURCHASED
	  	 	 
	ZURICH AMERICAN INSURANCE COMPANY	 	$3,350,000
	Prudential Private Placement Investors,
      L.P.	 	  
	c/o
      Prudential Capital Group	
            	 
	Two
      Prudential Plaza	
            	  
	180
      North Stetson, Suite 5600	
            	  
	Chicago, IL 60601-6716	
            	  
	Attention: Managing Director	
            	  


    


    Payments 

     

    All payments on account of
Notes held by such purchaser shall be made by wire transfer of immediately
available funds for credit to: 

     

    
      	     	Hare
      & Co.
	
            	c/o The
      Bank of New York
	
            	ABA
      No.: 021-000-018
	 	BNF:
      IOC566
	
            	Attn:
      William Cashman
	
            	Ref:
      ZAIC Private Placements #399141
	
            	  
	
            	
              Each such wire
      transfer shall set forth the name of the Company, a reference to “Cabela’s
      Incorporated et al, 7.20% Senior Notes due January 16, 2018, Security No.
      INV10673, PPN 12681# AC1” and the due date and application (as among
      principal, interest and Make-Whole Amount) of the payment being
      made.

            


    


    Notices 

     

    All notices with respect to
payments, and written confirmation of each such payment, to be addressed to:


     

    
      	
            	Zurich
      North America
	
            	Attn:
      Treasury T1-19
	
            	1400
      American Lane
	 	Schaumburg, IL 60196-1056
	 	 
      
	
            	Contact: Mary Fran Callahan, Vice
      President-Treasurer
	
            	Telephone: (847) 605-6447
	
            	Facsimile: (847) 605-7895
	
            	E-mail:
      mary.callahan@zurichna.com


    


    Name of Nominee in which
Notes are to be issued: Hare & Co.

     

    Taxpayer I.D. Number:
13-6062916 

     

    A-4 

     

    

    
    


    
      	  	
            	PRINCIPAL AMOUNT OF
	  	
            	SERIES 2008-A NOTES
	NAME AND ADDRESS OF PURCHASER	
            	NOTES TO BE PURCHASED
	  	 	 
	UNIVERSAL
      PRUDENTIAL ARIZONA REINSURANCE	 	$2,100,000
	COMPANY	
            	  
	c/o
      Prudential Capital Group	 	 
	Two
      Prudential Plaza	
            	  
	180
      North Stetson, Suite 5600	
            	  
	Chicago, IL 60601-6716	
            	  
	Attention: Managing Director	
            	  


    


    Payments 

     

    All payments on account of
Notes held by such purchaser shall be made by wire transfer of immediately
available funds for credit to: 

     

    
      	     	JPMorgan Chase Bank
	
            	New
      York, NY
	
            	ABA
      No.: 021-000-021
	
            	Account
      No. P86393 (please do not include spaces)
	
            	Account
      Name: UPARC PLAZ Trust 2 - Privates
	
            	  
	 	
              Each such wire
      transfer shall set forth the name of the Company, a reference to “Cabela’s
      Incorporated et al, 7.20% Senior Notes due January 16, 2018, Security No.
      INV10673, PPN 12681# AC1” and the due date and application (as among
      principal, interest and Make-Whole Amount) of the payment being
      made.

            


    


    Notices 

     

    All notices with respect to
payments, and written confirmation of each such payment, to be addressed to:


     

    
      	     	Universal Prudential Arizona Reinsurance
      Company
	
            	c/o The
      Prudential Insurance Company of America
	
            	c/o
      Investment Operations Group
	
            	Gateway
      Center Two, 10th Floor
	
            	100
      Mulberry Street
	
            	Newark,
      New Jersey 07102-4077
	
            	Attention: Manager, Billings and
      Collections


    


    A-5 

     

    

    
    


    
      	     	Recipient of telephonic prepayment
      notices:
	 	  
	
            	Manager, Trade Management Group
	
            	Telephone: (973) 367-3141
	
            	Facsimile: (888)
889-3832


    


    Name of Nominee in which
Notes are to be issued: None 

     

    Taxpayer I.D. Number:
41-2214052 

     

    A-6 

     

    

    
    


    
      	  	
            	PRINCIPAL AMOUNT OF
	  	
            	SERIES 2008-A NOTES
	NAME AND ADDRESS OF PURCHASER	
            	NOTES TO BE PURCHASED
	  	 	 
	LIFE INVESTORS INSURANCE COMPANY
      OF AMERICA	 	$7,500,000
	c/o
      AEGON USA Investment Management, LLC	
            	 
	4333
      Edgewood Road N.E.	
            	 
	Cedar
      Rapids, Iowa 52499-5335	 	  
	Attention: Director of Private
    Placements	
            	  
	Phone:
      (319) 355-2432	
            	  
	Fax:
      (319) 355-2666	
            	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated et al, 7.20%
Senior Notes due January 16, 2018, PPN 12681# AC1, principal, premium or
interest”) to: 

     

    
      	
            	Citibank, N.A.
	     	111
      Wall Street
	 	New
      York, New York 10043
	 	ABA
      #021000089
	
            	DDA
      #36218394
	
            	Custody
      Account No. 851295
	
            	FC
      LIICA FMD3 01


    


    Notices 

     

    All notices and confirmation
of PAYMENT information with respect to the Notes should be sent
to: 

     

    
      	     	Email:
      paymentnotifications@aegonusa.com
	
            	AEGON
      USA Investment Management, LLC
	
            	Attention: Custody
  Operations-Privates
	
            	4333
      Edgewood Road N.E.
	
            	Cedar
      Rapids, Iowa 52499-7013


    


    A-7 

     

    

    
    


    All other notices and
communications (including financials, legal and prepayment) to be addressed to:


     

    Routine correspondence and
reporting: 

     

    
      	
            	AEGON
      USA Investment Management, LLC
	
            	Attention: Debbie Thompson - Private Corporate
      Finance
	
            	400
      West Market Street, 10th Floor
	 	Louisville, Kentucky 40202
	
            	Phone:
      (502) 560-2961
	
            	Fax:
      (502) 560-2030
	
            	Email:
      drthompson@aegonusa.com
	
            	  
	
            	and
	
            	  
	
            	AEGON
      USA Investment Management, LLC
	
            	Attention: Director of Private
    Placements
	
            	4333
      Edgewood Road N.E.
	
            	Cedar
      Rapids, Iowa 52499-5335
	
            	Phone:
      (319) 355-2432
	
            	Fax:
      (319) 369-2666


    


    Name of Nominee in which
Notes are to be issued: None 

     

    Taxpayer I.D. Number:
42-0191090 

     

    A-8 

     

    

    
    


    
      	  	
            	PRINCIPAL AMOUNT OF
	  	
            	SERIES 2008-A NOTES
	NAME AND ADDRESS OF PURCHASER	
            	NOTES TO BE PURCHASED
	  	 	 
	TRANSAMERICA
      LIFE INSURANCE COMPANY	 	$5,000,000
	c/o
      AEGON USA Investment Management, LLC	 	  
	4333
      Edgewood Road N.E.	
            	 
	Cedar
      Rapids, Iowa 52499-5335	
            	  
	Attention: Director of Private
    Placements	
            	  
	Phone:
      (319) 355-2432	
            	  
	Fax:
      (319) 355-2666	
            	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated et al, 7.20%
Senior Notes due January 16, 2018, PPN 12681# AC1, principal, premium or
interest”) to: 

     

    
      	     	Citibank, N.A.
	
            	111
      Wall Street
	 	New
      York, NY 10043
	 	ABA
      #021000089
	
            	DDA
      Account #36218394
	
            	Custody
      Account No. 851242
	
            	FC TLIC
      – IND1 07


    


    Notices 

     

    All notices and confirmation
of PAYMENT information with respect to the Notes should be sent
to: 

     

    
      	 	Email:
      paymentnotifications@aegonusa.com
	
            	AEGON
      USA Investment Management, LLC
	
            	Attention: Custody
  Operations-Privates
	
            	4333
      Edgewood Road N.E.
	
            	Cedar
      Rapids, Iowa 52499-7013


    


    A-9 

     

    

    
    


    All other notices and
communications (including financials, legal and prepayment) to be addressed to:


     

    Routine correspondence and
reporting:

    
    

     

    
      	
            	AEGON USA Investment Management, LLC
  
	
            	Attention: Debbie Thompson - Private
      Corporate Finance
	
            	400 West Market Street, 10th Floor
	 	Louisville, Kentucky 40202
	
            	Phone: (502) 560-2961
	
            	Fax: (502) 560-2030
	
            	
              Email:
      drthompson@aegonusa.com 

            
	
            	  
	
            	and 
	
            	  
	
            	AEGON USA Investment Management,
  LLC
	
            	Attention: Director of Private
    Placements
	
            	
              4333 Edgewood Road
      N.E. 

            
	
            	Cedar Rapids, Iowa 52499-5335
	
            	Phone: (319) 355-2432
	
            	Fax: (319) 355-2666



    

     

    Name of Nominee in which
Notes are to be issued: None 

     

    Taxpayer I.D. Number:
39-0989781 

     

    A-10 

     

    

    
    


    
      	  	
            	PRINCIPAL AMOUNT OF
	  	
            	SERIES 2008-A NOTES
	NAME AND ADDRESS OF PURCHASER	
            	NOTES TO BE PURCHASED
	  	 	 
	TRANSAMERICA
      FINANCIAL LIFE
      INSURANCE COMPANY	 	$2,500,000
	c/o
      AEGON USA Investment Management, LLC	
            	 
	4333
      Edgewood Road N.E.	 	  
	Cedar
      Rapids, Iowa 52499-5335	
            	  
	Attention: Director of Private
    Placements	
            	  
	Phone:
      (319) 355-2432	
            	  
	Fax:
      (319) 355-2666	
            	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated et al, 7.20%
Senior Notes due January 16, 2018, PPN 12681# AC1, principal, premium or
interest”) to: 

     

    
      	
            	Bank of
      New York
	 	ABA # 021000018
	
            	IOC566
	
            	FC
      TFLIC – EQG2 10


    


    Notices 

     

    All notices and confirmation
of PAYMENT information with respect to the Notes should be sent
to: 

     

    
      	
            	Email:
      paymentnotifications@aegonusa.com
	
            	AEGON
      USA Investment Management, LLC
	 	Attention: Custody
  Operations-Privates
	
            	4333
      Edgewood Road N.E.
	
            	Cedar
      Rapids, Iowa 52499-7013


    


    All other notices and
communications (including financials, legal and prepayment) to be addressed to:


     

    Routine correspondence and
reporting: 

     

    
      	
            	AEGON
      USA Investment Management, LLC
	
            	Attention: Debbie Thompson - Private Corporate
      Finance
	
            	400
      West Market Street, 10th Floor
	
            	Louisville, Kentucky 40202
	 	Phone:
      (502) 560-2961
	
            	Fax:
      (502) 560-2030
	
            	Email:
      drthompson@aegonusa.com


    


    A-11 

     

    

    
    


    
      	
            	and
	 	  
	
            	AEGON
      USA Investment Management, LLC
	
            	Attention: Director of Private
    Placements
	
            	4333
      Edgewood Road N.E.
	
            	Cedar
      Rapids, Iowa 52499-5335
	
            	Phone:
      (319) 355-2432
	
            	Fax:
      (319) 355-2666


    


    Name of Nominee in which
Notes are to be issued: None 

     

    Taxpayer I.D. Number:
36-6071399 

    A-12 

     

    

    
    


    
      	  	
            	PRINCIPAL AMOUNT OF
	  	
            	SERIES 2008-A NOTES
	NAME AND ADDRESS OF PURCHASER	
            	NOTES TO BE PURCHASED
	  	 	 
	SYMETRA LIFE INSURANCE COMPANY	 	$7,000,000
	c/o
      Principal Global Investors, LLC	 	 
	711
      High Street	
            	  
	Des
      Moines, Iowa 50392-0800	
            	  
	Attention: Fixed Income Private
      Placements	
            	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be made by 12:00 noon (New York City time) by wire
transfer of immediately available funds to: 

     

    
      	
            	The
      Bank of New York
	 	ABA
      #021-000-018
	
            	BNF:
      IOC566
	
            	F/A/O
      Symetra Life – LTD Maturity #196
	
            	Account
      #318572
	
            	Attention: P & I Department
	
            	Attention: (PPN 12681# AC1 - Cabela’s
      Incorporated et al, 7.20% Senior Notes due January 16, 2018)
	
            	  
	
            	
              With sufficient
      information (including interest rate, maturity date, interest amount,
      principal amount and premium amount, if applicable) to identify the source
      and application of such funds.

            


    


    All notices to:


     

    
      	
            	Symetra
      Life Insurance Company
	
            	c/o
      Principal Global Investors, LLC
	 	711
      High Street, G-26
	
            	Des
      Moines, Iowa 50392-0800
	
            	Attention: Fixed Income Private
      Placements
	
            	  
	
            	and via
      Email:
Privateplacements2@exchange.principal.com


    


    A-13 

     

    

    
    


    With a copy of any notices
related to scheduled payments, prepayments, rate reset notices to: 

     

    
      	
            	Symetra
      Life Insurance Company
	
            	c/o
      Principal Global Investors, LLC
	
            	711
      High Street
	 	Des
      Moines, Iowa 50392-0960
	
            	Attention: Investment Accounting Fixed Income
      Securities


    


    Name of Nominee in which
Notes are to be issued: HARE & CO 

     

    Taxpayer I.D. Number:
91-074217 

     

    A-14 

     

    

    
    


    
      	  	
            	PRINCIPAL AMOUNT OF
	  	
            	SERIES 2008-A NOTES
	NAME AND ADDRESS OF PURCHASER	
            	NOTES TO BE PURCHASED
	  	 	 
	SYMETRA LIFE INSURANCE COMPANY	 	$3,000,000
	c/o
      Principal Global Investors, LLC	 	  
	711
      High Street	
            	  
	Des
      Moines, Iowa 50392-0800	
            	 
	Attention: Fixed Income Private
      Placements	
            	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be made by 12:00 noon (New York City time) by wire
transfer of immediately available funds to: 

     

    
      	
            	ABA
      #021000021
	
            	JPMorgan Chase
	
            	For
      Acct: Funds Clearance
	
            	Account: 9009002859
	
            	Attention: (PPN 12681# AC1 - Cabela’s
      Incorporated et al, 7.20% Senior Notes due January 16, 2018)
	
            	                  
      Symetra Life – Annuities/AFS #P21158
	
            	  
	 	
              With sufficient
      information (including interest rate, maturity date, interest amount,
      principal amount and premium amount, if applicable) to identify the source
      and application of such funds.

            


    


    All notices to:


     

    
      	
            	Symetra
      Life Insurance Company
	 	c/o
      Principal Global Investors, LLC
	
            	711
      High Street, G-26
	
            	Des
      Moines, Iowa 50392-0800
	
            	Attention: Fixed Income Private
      Placements
	
            	  
	
            	and via
      Email:
Privateplacements2@exchange.principal.com


    


    With a copy of any notices
related to scheduled payments, prepayments, rate reset notices to: 

     

    
      	
            	Symetra
      Life Insurance Company
	 	c/o
      Principal Global Investors, LLC
	
            	711
      High Street
	
            	Des
      Moines, Iowa 50392-0960
	
            	Attention: Investment Accounting Fixed Income
      Securities


    

     

    Name of Nominee in which
Notes are to be issued: Cudd & Co. 

     

    Taxpayer I.D. Number:
91-074217 

     

    A-15 

     

    

    
    


    
      	  	
            	PRINCIPAL AMOUNT OF
	  	
            	SERIES 2008-A NOTES
	NAME AND ADDRESS OF PURCHASER	
            	NOTES TO BE PURCHASED
	  	 	 
	LIFE INSURANCE COMPANY OF THE SOUTHWEST	 	$5,000,000
	c/o
      National Life Insurance Company	
            	  
	One
      National Life Drive	 	  
	Montpelier, Vermont 05604	
            	  
	Attention: Private Placements	
            	  
	Fax
      Number: (802) 223-9332	
            	  
	E-mail:
      shiggins@nationallife.com	
            	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated et al, 7.20%
Senior Notes due January 16, 2018, PPN 12681# AC1, principal, premium or
interest”) to: 

     

    
      	 	J.P.
      Morgan Chase & Co.
	
            	New
      York, New York 10010
	 	ABA
      #021000021
	
            	Account
      Number 910-2-754349


    


    Notices 

     

    All notices and
communications, including notices with respect to payments and written
confirmation of each such payment, to be addressed as first provided above.


     

    Name of Nominee in which
Notes are to be issued: None 

     

    Taxpayer I.D. Number:
75-0953004 

     

    A-16 

     

    

    
    


    
      	  	
            	PRINCIPAL AMOUNT OF
	  	
            	SERIES 2008-A NOTES
	NAME AND ADDRESS OF PURCHASER	
            	NOTES TO BE PURCHASED
	  	 	 
	ASSURITY LIFE INSURANCE COMPANY	 	$2,000,000
	4000
      Pine Lake Road	
            	  
	P.O.
      Box 82533	 	  
	Lincoln, Nebraska 68501-2533	
            	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated et al, 7.20%
Senior Notes due January 16, 2018, PPN 12681# AC1, principal, premium or
interest”) to: 

    
    

     

    
      	 	US Bank
      National Association
	 	13th and M Street
	 	Lincoln, Nebraska 68508
	 	
              ABA #104000029
      

            
	 	  
	 	
              Account of: Assurity
      Life Insurance Company

            
	 	General Fund Account:
  1-494-0092-9092


    

     

    All notices and
communications including notices of payments on or in respect of the Notes and
written confirmation of each such payment to be addressed to: 

     

    
      	 	Assurity Life Insurance Company
	
            	4000
      Pine Lake Road
	
            	Lincoln, Nebraska 68516
	 	Attention: Investment Division
	
            	Fax:
      (402) 458-2170
	
            	Phone:
      (402) 437-3682


    


    Name of Nominee in which
Notes are to be issued: None 

     

    Taxpayer I.D. Number:
38-1843471 

     

    A-17 

     

    

    
    


    SUPPLEMENTAL REPRESENTATIONS


     

         Each Obligor represents
and warrants to each Purchaser that except as hereinafter set forth in this
Exhibit A, each of the representations and warranties set forth in Section 5 of
the Note Purchase Agreement is true and correct as of the date hereof with
respect to the Series 2008-A Notes with the same force and effect as if each
reference to “Series 2006-A Notes” set forth therein was modified to refer the
“Series 2008-A Notes” and each reference to “this Agreement” therein was
modified to refer to the Note Purchase Agreement as amended and supplemented
from time to time including the Second Supplement. The Section references
hereinafter set forth correspond to the similar sections of the Note Purchase
Agreement which are supplemented hereby: 

     

         Section 5.3.
Disclosure. The Obligors, through
their agent, SPP Capital Partners, LLC, have delivered to each Purchaser a copy
of a Confidential Direct Placement Memorandum dated December 2007 (the
“Memorandum), and provided supplemental information and
documentation pursuant to Purchaser’s due diligence review specifically relating
to the transactions contemplated by the Second Supplement. The Note Purchase
Agreement, the Memorandum, the documents, certificates or other writings
delivered to each Purchaser by or on behalf of the Obligors in connection with
the transactions contemplated by the Note Purchase Agreement and the Second
Supplement and the financial statements listed in Schedule 5.5 to the Second
Supplement, taken as a whole, do not contain any untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein
not misleading in light of the circumstances under which they were made. Since
September 30, 2007, there has been no change in the financial condition,
operations, business, properties or prospects of the Obligors or any Subsidiary
except changes that individually or in the aggregate could not reasonably be
expected to have a Material Adverse Effect. 

     

         Section 5.4. Organization and
Ownership of Shares of Subsidiaries. (a) Schedule 5.4 to the Second Supplement contains
(except as noted therein) complete and correct lists of the Subsidiaries, and
showing, as to each Subsidiary, the correct name thereof, the jurisdiction of
its organization, and the percentage of shares of each class of its capital
stock or similar equity interests outstanding owned by the Obligors and each
other Subsidiary. 

     

         Section 5.13. Private Offering by
the Company. Neither the Obligors
nor anyone acting on their behalf has offered the Series 2008-A Notes or any
similar securities for sale to, or solicited any offer to buy any of the same
from, or otherwise approached or negotiated in respect thereof with, any Person
other than the Purchasers and not more than 16 other Institutional Investors,
each of which has been offered the Series 2008-A Notes at a private sale for
investment. Neither the Obligors nor anyone acting on its behalf has taken, or
will take, any action that would subject the issuance or sale of the Notes to
the registration requirements of Section 5 of the Securities
Act.  

     

    EXHIBIT A
(to
Second Supplement) 

     

    

    
    


         Section 5.14. Use of Proceeds;
Margin Regulations. The Obligors will
apply the proceeds of the sale of the Series 2008-A Notes to repay existing
indebtedness and for general corporate or limited liability company purposes. No
part of the proceeds from the sale of the Series 2008-A Notes pursuant to the
Second Supplement will be used, directly or indirectly, for the purpose of buying or carrying any margin stock
within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System (12 CFR 222), or for the purpose of buying or carrying or trading
in any securities under such circumstances as to involve the Obligors in a
violation of Regulation X of said Board (12 CFR 224) or to involve any broker or
dealer in a violation of Regulation T of said Board (12 CFR 220). As used in
this Section, the terms “margin stock” and “purpose of buying or carrying” shall
have the meanings assigned to them in said Regulation U.

     

         Section 5.15. Existing Debt; Future
Liens. (a) Schedule 5.15 to the
Second Supplement sets forth a complete and correct list of all outstanding Debt
of the Obligors and the Subsidiaries as of December 15, 2007 since which date
there has been no Material change in the amounts (except for the outstanding
amounts owed to the Banks under the Credit Agreement, described in Schedule
5.15), interest rates, sinking funds, installment payments or maturities of the
Debt of the Obligors or the Subsidiaries. No Obligor nor any Subsidiary is in
default and no waiver of default is currently in effect, in the payment of any
principal or interest on any Debt of any Obligor or such Subsidiary and no event
or condition exists with respect to any Debt of any Obligor or any Subsidiary
that would permit (or that with notice or the lapse of time, or both, would
permit) one or more Persons to cause such Debt to become due and payable before
its stated maturity or before its regularly scheduled dates of payment.


     

    A-2
(to Second Supplement) 

     

    

    
    



    SUBSIDIARIES AND AFFILIATES OF EACH OBLIGOR AND
OWNERSHIP OF SUBSIDIARY AND AFFILIATE STOCK 

     

      

    
      	I.	 	Subsidiaries
      which are 100% owned Cabela’s Incorporated: 	 	 
	 	 	  	 	 	 	 
	
            	
            	
            	
            	JURISDICTION OF	
            	NO. OF SHARES HELD BY
	
            	
            	SUBSIDIARY	    
    	ORGANIZATION	    
    	CABELA’S INCORPORATED
	  	A.  	Cabela’s Retail, Inc.	
            	Nebraska	
            	10,000
	
            	B.	Van
      Dyke Supply Company, Inc.	
            	South Dakota	
            	  1,000
	  	C.	Cabela’s Ventures, Inc.  	
            	Nebraska	
            	10,000
	
            	D.	Cabela’s Outdoor Adventures, Inc.	
            	Nebraska	
            	10,000
	  	E.	Cabela’s Catalog, Inc.	
            	Nebraska	
            	10,000
	
            	F.	Cabela’s Wholesale, Inc.	
            	Nebraska	
            	10,000
	  	G.	Cabela’s Marketing and Brand	
            	Nebraska	
            	10,000
	  	  	Management, Inc.	
            	  	
            	
            
	
            	H.	Cabelas.com, Inc.	
            	Nebraska	
            	10,000
	  	I.	Cabela’s Hong Kong, Limited	
            	Hong Kong SAR	
            	10,000
	
            	J.	Cabela’s Retail Canada Inc.	
            	Nova Scotia	
            	        
      1
	  	K.	World’s Foremost Bank*	
            	Nebraska Chartered	
            	20,550
	  	  	  	
            	Bank	
            	
            
	II.
       	
            	Subsidiaries which are 100% owned by Cabela’s
      Retail, Inc.:	
            	
            
	  	A.	Wild Wings, LLC	
            	Minnesota	
            	100% of
      Units
	  	B.	Cabela’s Retail GP, LLC	
            	Nebraska	
            	100% of Units
	  	C.	CRLP, LLC	
            	Nebraska	
            	100% of
      Units


    


    SCHEDULE 5.4
(to
Second Supplement) 

     

    

    
    


    
      	 	D.	Cabela’s Retail LA, LLC	     	Nebraska	     	100% of Units
	 	E.	Cabela’s Retail MO, LLC	
            	Nebraska	
            	100% of Units
	 	F.  	Cabela’s Retail IL,
    Inc. 	
            	Illinois	
            	10,000
	III.
      	 	Subsidiary which is 100% owned
      by Cabela’s Ventures, Inc.:
	 	A.	Cabela’s Lodging, LLC	
            	Nebraska	
            	100% of Units
	IV.  	
            	Subsidiary which is 100% owned by Van Dyke
      Supply Company, Inc.:
	 	A.	Original Creations, LLC	
            	Minnesota	
            	100% of Units
	 	B.	Legacy
      Trading Company	
            	South Dakota	
            	100% of Shares
	V.	
            	Subsidiary which is 100% owned by Cabela’s
      Outdoor Adventures, Inc.:
	 	A.	Cabela’s Trophy Properties, LLC	
            	Nebraska	
            	100% of Units
	VI.	
            	Subsidiary which is 99.9% owned by CRLP, LLC
      and 0.1% owned by Cabela’s Retail  GP, LLC.:
	 	A.	Cabela’s Retail TX, L.P.	
            	Nebraska	
            	100% of Units
	VII.	
            	Subsidiary which is 100% owned by World’s
      Foremost Bank:
	 	A.	WFB
      Funding Corporation	
            	Nebraska	
            	100% of Shares
	 	B.	WFB TI Funding I Corporation	
            	Nebraska	
            	100% of Shares
	VIII.	
            	Subsidiary which is 60% owned by World’s
      Foremost Bank and 40% owned by WFB Funding Corporation:
	 	A.	WFB Funding, LLC	
            	Nebraska	
            	100% of Units
	IX.	
            	Subsidiary which is 60% owned by World’s
      Foremost Bank and 40% owned by WFB TI Funding I Corporation:
	 	A.	WFB TI Funding, LLC	
            	Nebraska	
            	100% of
Units


    


    5.4-2 

     

    

    
    


    OFFICERS OF CABELA’S INCORPORATED AND ITS SUBSIDIARIES


     

    
      	CABELA’S INCORPORATED	  	  
	Officers	  	Directors
	Richard
      N. Cabela	Chairman of the Board	Richard
      N. Cabela
	James
      W. Cabela	Vice
      Chairman of the Board	James
      W. Cabela
	Dennis
      Highby	President and CEO	Dennis
      Highby
	Michael
      Callahan	Senior
      Vice President	Michael
      R. McCarthy
	Patrick
      A. Snyder	Senior
      Vice President	Reuben
      Mark
	Brian
      J. Linneman	Senior
      Vice President and COO	John
      Gottschalk
	Ralph
      w. Castner	Vice
      President and CFO	Theodore M. Armstrong
	Nick
      Wilson	Vice
      President	Stephen
      P. Murray
	Angelo
      Sakis	Vice
      President	Gerald
      E. Matzke (emeritus
	  	  	director)
	Joe
      Friebe	Vice
      President	  
	Ron
      Spath	Vice
      President	  
	Roger
      Verhulst	Vice
      President	  
	Tom
      Rosdail	Vice
      President	  
	Doug
      Zingula	Vice
      President	  
	Charles
      Baldwin	Vice
      President	  
	Chuck
      Denny	Vice
      President	  
	Michael
      Copeland	Vice
      President	  
	Brent
      LaSure	Assistant Secretary	  
	  
	CABELA’S CATALOG, INC.	  	  
	Officers 	  	Directors 
	Dennis
      Highby	President	Dennis
      Highby
	Patrick
      A. Snyder	Vice
      President	Patrick
      A. Snyder
	Ron
      Spath	Vice
      President	Ron
      Spath
	Tom
      Rosdail	Vice
      President	Tom
      Rosdail
	Ryan
      Watchorn	Vice
      President	  
	Ralph
      W. Castner	Secretary and Treasurer	  
	  
	CABELAS.COM, INC.	  	  
	Officers 	  	Directors 
	Dennis
      Highby	President	Dennis
      Highby
	Patrick
      A. Snyder	Senior
      Vice President	Patrick
      A. Snyder
	Brian
      J. Linneman	Vice
      President	Brian
      J. Linneman
	Ralph
      W. Castner	Secretary and Treasurer	  
	  
	CABELA’S MARKETING AND BRAND MANAGEMENT, INC.	  
	Officers	  	Directors 
	Dennis
      Highby	President	Dennis
      Highby
	Patrick
      A. Snyder	Senior
      Vice President	Patrick
      A. Snyder


    


    5.4-3 

     

    

    
    


    
      	Tom
      Rosdail	Vice
      President	Tom
      Rosdail
	Ev
      Terrell	Vice
      President	Ralph
      W. Castner
	Pat
      Hudak	Vice
      President	  
	Ralph
      W. Castner	Vice
      President, Secretary and	  
	  	Treasurer	  
	  
	CABELA’S OUTDOOR ADVENTURES, INC.	  
	Officers 	  	Directors 
	Dennis
      Highby	President	Dennis
      Highby
	Michael
      Callahan	Senior
      Vice President	Michael
      Callahan
	Gregg
      Severinson	Vice
      President	Gregg
      Severinson
	Ed
      Beattie	Vice
      President	  
	Ralph
      W. Castner	Secretary and Treasurer	 
	  
	CABELA’S RETAIL, INC.	  	  
	Officers 	  	Directors 
	Dennis
      Highby	President	Dennis
      Highby
	Michael
      Callahan	Senior
      Vice President	Michael
      Callahan
	Brian
      J. Linneman	Vice
      President	  
	Tim
      Holland	Vice
      President	  
	Mark
      Nienhueser	Vice
      President	  
	Ralph
      W. Castner	Secretary and Treasurer	  
	  
	  
	CABELA’S VENTURES, INC.	  
	Officers 	  	Directors 
	Michael
      Callahan	President	Michael
      Callahan
	Dennis
      Highby	Vice
      President	Dennis
      Highby
	Kevin
      Rhodes	Vice
      President	Kevin
      Rhodes
	Ralph
      W. Castner	Secretary and Treasurer	  
	  
	CABELA’S WHOLESALE, INC.	  
	Officers 	  	Directors 
	Dennis
      Highby	President	Dennis
      Highby
	Patrick
      A. Snyder	Senior
      Vice President	Patrick
      A. Snyder
	Nick
      Wilson	Vice
      President	Nick
      Wilson
	Angelo
      Sakis	Vice
      President	Angelo
      Sakis
	Brian
      J. Linneman	Vice
      President	  
	Ralph
      W. Castner	Secretary and Treasurer	  
	  
	LEGACY TRADING COMPANY	  
	Officers 	  	Directors 
	Dennis
      Highby	President	Dennis
      Highby
	Fred
      Neal	Vice
      President	Fred
      Neal
	Ralph
      W. Castner	Secretary and Treasurer	Ralph
      W. Castner


    


    5.4-4 

     

    

    
    


    
      	VAN DYKE SUPPLY COMPANY, INC.	  
	Officers 	  	Directors 
	Kim
      Norton	President	Dennis
      Highby
	Dennis
      Highby	Vice
      President	Ralph
      W. Castner
	Mike
      Wieser	Vice
      President	Kim
      Norton
	Fred
      Neal	Vice
      President	Mike
      Wieser
	Ryan
      Watchorn	Vice
      President	Fred
      Neal
	Gregg
      Severinson	Vice
      President	Ryan
      Watchorn
	Jeff
      Jung	Secretary and Treasurer	 
	  
	CABELA’S LODGING, LLC	  	  
	Officers 	  	Governors (Board of
      Governors) 
	Michael
      Callahan	President and Manager	Michael
      Callahan
	Dennis
      Highby	Vice
      President and Manager	Dennis
      Highby
	Kevin
      Rhodes	Vice
      President and Manager	Kevin
      Rhodes
	Ralph
      W. Castner	Secretary and Treasurer	  
	  
	CABELA’S RETAIL GP, LLC	  
	Officers 	  	Managers
      (Management 
	  	  	Committee) 
	Dennis
      Highby	President	Dennis
      Highby
	Michael
      Callahan	Senior
      Vice President	Michael
      Callahan
	Brian
      J. Linneman	Vice
      President	  
	Tim
      Holland	Vice
      President	  
	Mark
      Nienhueser	Vice
      President	  
	Ralph
      W. Castner	Secretary and Treasurer	  
	  
	CABELA’S RETAIL LA, LLC	  
	Officers 	  	Managers
      (Management  
	  	  	Committee)  
	Dennis
      Highby	President	Dennis
      Highby
	Michael
      Callahan	Senior
      Vice President	Michael
      Callahan
	Brian
      J. Linneman	Vice
      President	  
	Tim
      Holland	Vice
      President	  
	Mark
      Nienhueser	Vice
      President	  
	Ralph
      W. Castner	Secretary and Treasurer	  
	  
	CABELA’S RETAIL TX, L.P.	  
	General
Partner 	Limited Partner 	  
	Cabela’s Retail GP,	CRLP,
      LLC	  
	LLC	  	  
	  
	CABELA’S TROPHY PROPERTIES, LLC	  
	Officers 	  	Governors (Board of
      Governors) 
	Michael
      Callahan	President and Manager	Dennis
      Highby


    


    5.4-5 

     

    

    
    


    
      	Gregg
      Severinson	Vice
      President and Manager	Michael
      Callahan
	Ralph
      W. Castner	Secretary and Treasurer	Gregg
      Severinson
	  
	CRLP,
      LLC	  	  
	Officers 	  	Managers
      (Management 
	  	  	Committee) 
	Dennis
      Highby	President	Dennis
      Highby
	Michael
      Callahan	Senior
      Vice President	Michael
      Callahan
	Brian
      J. Linneman	Vice
      President	 
	Tim
      Holland	Vice
      President	  
	Mark
      Nienhueser	Vice
      President	  
	Ralph
      W. Castner	Secretary and Treasurer	  
	  
	  
	ORIGINAL CREATIONS, LLC	  
	Officers	  	Governors (Board of Governors)
	Dennis
      Highby	President and Manager	Dennis
      Highby
	Mike
      Wieser	Vice
      President and Manager	Mike
      Wieser
	Ryan
      Watchorn	Vice
      President and Manager	Ryan
      Watchorn
	Ralph
      W. Castner	Secretary and Treasurer	  
	  
	THREE CORNERS, L.L.C.	  	  
	Officers 	  	  
	Thomas
      J. Schrade	President	  
	Kevin
      Rhodes	Secretary and Treasurer	  
	  
	WILD WINGS, LLC	  	  
	Officers 	  	Governors (Board of
      Governors)  
	Dennis
      Highby	President and Manager	Doug
      Zingula
	Randy
      Eggenberger	Vice
      President and Manager	Sean
      Baker
	Doug
      Zingula	Vice
      President and Manager	Roger
      Verhulst
	Sean
      Baker	Vice
      President and Manager	Bryan
      Stave
	Ralph
      W. Castner	Secretary and Treasurer	  
	  
	  
	WORLD’S FOREMOST BANK	  
	Officers 	  	Directors 
	Joe
      Friebe	President & Chief Executive
    Officer	Ralph
      W. Castner, Chairman
	Kevin
      Werts	CFO,
      CMO & Treasurer	Dennis
      Highby
	Sue
      Saathoff	Senior
      Vice President	Thomas
      M. Boatman
	Sherry
      Hartwig	Vice
      President	James
      W. Cabela
	Michael
      Holzfaster	Vice
      President	Michael
      R. McCarthy
	Scott
      Wanetka	Vice
      President	Orrin
      A. Wilson
	Cindy
      Fulton-Serrano	Vice
      President & Cashier	Joe
      Friebe
	Doug
      Huss	Vice
      President	Theodore M.
Armstrong


    


    5.4-6 

     

    

    
    


    
      	Brent
      LaSure	Secretary	Greg
      Stine
	  
	  
	WFB FUNDING CORPORATION	  
	Officers 	  	Directors 
	Joe
      Friebe	President	Joe
      Friebe
	Kevin
      Werts	Secretary and Treasurer	Kevin
      Werts
	  	  	Frank
      B. Bilotta
	  	  	Timothy
      O’Connor
	  
	  
	WFB
      FUNDING, LLC	  	  
	Managing
Member 	  	  
	WFB
      Funding	  	  
	Corporation	  	  
	  
	CABELA’S RETAIL MO,	  	  
	LLC	  	  
	Officers 	  	Managers
      (Management 
	  	  	Committee) 
	Dennis
      Highby	President	Dennis
      Highby
	Michael
      Callahan	Senior
      Vice President	Michael
      Callahan
	Brian
      J. Linneman	Vice
      President	  
	Tim
      Holland	Vice
      President	  
	Mark
      Nienhueser	Vice
      President	  
	Ralph
      W. Castner	Secretary and Treasurer	  
	  
	CABELA’S RETAIL IL,	  	  
	INC.	  	  
	Officers 	  	Directors 
	Dennis
      Highby	President	Dennis
      Highby
	Michael
      Callahan	Senior
      Vice President	Michael
      Callahan
	Brian
      J. Linneman	Vice
      President	  
	Tim
      Holland	Vice
      President	  
	Mark
      Nienhueser	Vice
      President	  
	Ralph
      Castner	Secretary and Treasurer	  
	  
	CABELA’S RETAIL	  	  
	CANADA INC.	  	  
	Officers 	  	Directors 
	Dennis
      Highby	President	Dennis
      Highby
	Michael
      Callahan	Senior
      Vice President	Michael
      Callahan
	Pat
      Snyder	Vice
      President	Pat
      Snyder
	Ralph
      Castner	Secretary and Treasurer	Ralph
      Castner


    


    5.4-7 

     

    

    
    


    FINANCIALS


     

    
      	1.	      	10-Q filed on November
      5, 2007 for the Third Quarter of 2007.
	 
	2.	
            	10-Q filed on August 6,
      2007 for the Second Quarter of 2007.
	 
	3.	
            	10-Q filed on May 4,
      2007 for the First Quarter of 2007.
	 
	4.	
            	10-K filed on February
      27, 2007 for Calendar Year 2006.
	  


    

    SCHEDULE 5.5
(to
Second Supplement) 

     

    

    
    


    EXISTING DEBT 

     

    A. FINANCING STATEMENTS 

     

    B. 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
December 19, 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, and the purchased bonds were subsequently
retired in 2006. 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.
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.

     

    SCHEDULE 5.15
(to Second Supplement) 

     

    

    
    


         4.
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.

     

         5.
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. The store opened on August 25, 2005. 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 CRI does not attain the employee level described above, the
County may have a cause of action under Utah law.

     

         6.
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 by
June 30, 2006. If CRI does not attain the specified employee levels, the City
may have a cause of action under Utah law.

     

         7.
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, as amended (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 CRI 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. The Agreement has been amended to extend the store
opening date until June 2008. 

     

         8.
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 Retail TX 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.

     

    5.15-2
(to Second
Supplement) 

     

    

    
    


         9.
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. 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.

     

         10.
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.

     

         11.
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 (AS OF
	  	9/29/2007)
	Mitchell Bonds	3,695,000 	  
	Sidney
      Construction Grant II	1,000,000 	 
	Sidney Construction Grant III	1,000,000 	 
	Woonsocket Site Improvements	500,000 	  
	East Grand Forks	1,737,037 	  
	Hamburg
      PA	890,000 	  


    


    5.15-3
(to Second
Supplement) 

     

    

    
    


    
      	DESCRIPTION	AMOUNT (AS OF
	  	9/29/2007)
	North Platte	11,408 	  
	Grand
      Island	10,000 	  
	PDC 1996	2,025,000 	  
	PDC
      1997	450,000 	 
	Owatonna	1,111,133 	  
	Texas
      Enterprise Fund	206,372 	  
	Sidney CDBG – Alco Grant	250,000 	  
	Sidney
      Construction Grant IV (Boat	200,000 	  
	addition / airplane purchase)	
            	  
	Sidney Alco Building Construction	250,000 	  
	Grant	
            	  
	Total	13,335,950 	 



    


         12. Cabela’s and each
other Borrower under the Credit Agreement will guarantee the obligations of
Cabela’s Retail Canada Inc., a corporation governed by the laws of Nova Scotia,
a wholly-owned subsidiary of Cabela’s, to U.S. Bank National Association,
operating through its Canadian Branch, in an amount up to Cdn$15,000,000.


     

         13. CRI has entered
into a Development Agreement with the city of Rogers, Minnesota dated February
10, 2005 for financial incentives in an amount not to exceed $3,500,000 in the
form of proceeds from an existing TIF district as well as real estate tax
abatement. In return for the incentives, CRI is obligated to create and maintain
200 full time jobs at the project within two years of completion of the retail
store. In the event that the job creation goals are not met, CRI is required to
relinquish a pro rata portion of the incentives. 

     

         14. CRI has entered
into a Development Agreement with Washington County, WI, dated November 22, 2005
in which approximately $4,000,000 in bonds will be issued to reimburse CRI for
the cost of constructing and equipping public improvements within the project.
In return, CRI is obligated to construct and open the retail store and operate
the retail store continuously for at least five (5) years. In addition, in the
event that annual gross sales from the retail store are insufficient to generate
county sales tax revenues equal to the annual debt service on the bonds, CRI
will pay any such shortfall. Further, in return for a grant in the amount of
$750,000 from the Wisconsin Department of Commerce for infrastructure, CRI has
agreed to create a total of 180 full time jobs within one year of the date the
retail store opens to the public. The grant would have to be returned if the
requisite jobs are not created. 

     

    5.15-4
(to Second
Supplement) 

     

    

    
    


         15. CRI has entered
into a Development Agreement dated September 1, 2005 and a Ground Lease dated
December 1, 2005, both with the City of Glendale, Arizona, which provides for up
to $10,000,000 in bond proceeds for the acquisition of the property and
completion of site work. In return, CRI has agreed to construct a 165,000 sq.
ft. retail store and operate it at the site for a period of 20 years, as well as
creating at least 375 full and part time jobs at the retail store. The land has
been sold to the City of Glendale and will be leased back pursuant to the Ground
Lease. Should CRI close the retail store prior to the end of the 20 year period
or otherwise default on its obligations, CRI will be obligated to pay to the
City an amount sufficient to defease the bonds. 

     

         16. The Industrial
Development Authority of the City of Hazelwood, Missouri sold certain bonds in
the amount of $5,000,000 to UMB Bank for purposes of obtaining bond proceeds
utilized to benefit CRI’s construction of a retail store in Hazelwood, Missouri.
CRI has entered into certain agreements with the City of Hazelwood which
provides that CRI will maintain sales of at least $50,000,000 per year and also
maintain certain employee thresholds. In the event that CRI generates less than
$50,000,000 in sales each year, CRI shall pay the City an amount equal to the
sales tax revenues which the City would have otherwise obtained if sales had
reached $50,000,000. This sales tax guarantee essentially allows the City the
guarantee payment of the bonds. Additionally, in the event that certain
employment numbers are not maintained, there is a formula for CRI to reimburse
the City for each employee below the threshold during the first five (5) years.


     

         17. CRI is constructing
a new retail store in East Hartford, Connecticut. The State of Connecticut has
issued General Fund Obligation Bonds in the amount of $9,825,000 in order to
provide a grant to CRI in the amount of $9,700,071.79 for development of the
retail destination store. CRI has guaranteed that sales tax generated from the
new store will support the payment of the Bonds. In the event of any shortfall,
Cabela’s is required to guarantee such payments by July 1 of each year.


     

         18. Cabela’s Retail LA,
LLC entered into certain development agreements with the Industrial Development
Board of the City of Gonzales, Louisiana, Inc. (the “Issuer”), which resulted in the Issuer issuing $49,850,000
of Series 2007 Bonds on May 31, 2007. The Bonds were issued as part of the
Cooperative Endeavor Agreement (“Agreement”), dated September 14, 2006, entered into by and
among Cabela’s Retail Louisiana, LLC, Issuer and certain other parties. In
accordance with Section 2.07 of the Agreement, Cabela’s must maintain certain
employment levels. In the event that such employment levels are not maintained,
Cabela’s will waive receiving certain payments on the Bonds. Similarly, there
are certain operational covenants set forth in Section 2.08 of the Agreement. As
part of obtaining the benefit of the bond proceeds, Cabela’s transferred title
to the retail store to the Issuer and entered into a Lease Agreement, whereby
Cabela’s shall have the right to repurchase the retail store in accordance with
certain repurchase requirements similar to those set forth in Item #10 above.


     

    C. UNSECURED REVOLVING CREDIT FACILITY 

     

         Unsecured revolving credit facility under that
certain Second Amended and Restated Credit Agreement, dated July 15, 2005, by
and between 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, CRLP, LLC, Legacy
Trading Company (pursuant to a Joinder Agreement dated on or about February 22,
2006) and Cabela’s Retail MO, LLC (pursuant to a Joinder Agreement dated on or
about February 22, 2006) (collectively, the “Borrowers”) and LaSalle Bank National Association, Wachovia
Bank, Comerica Bank, Wells Fargo Bank, JP Morgan Chase Bank, Sovereign Bank and
U.S. Bank National Association. On December 30, 2006 there was $0 outstanding on
the line of credit, $41,256,586.00 outstanding on letters of credit, and
$13,325,387.00 standby letters of credit.

     

    5.15-5
(to Second
Supplement) 

     

    

    
    


    D. 1995 SENIOR
NOTES 

     

         Notes issued under Note Agreements, dated January 1,
1995, from the 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, as amended by that certain Amendment No. 5 to
Note Agreements dated as of May 5, 2004, and as amended by that certain
Amendment No. 6 to Note Agreements dated as of February 27, 2006. 

     

    E. 2002 SENIOR NOTES 

     

         Notes issued under Note Agreements, dated September
5, 2002, as amended, from the Borrowers to 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. 

     

    F. OTHER LIENS


     

         1. Under the Note
Purchase Agreements dated January 1, 1995 between certain of the Borrowers 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, as amended by Amendment No. 2 to Note Agreements
dated September 1, 2000, as amended by Amendment No. 3 to Note Agreements dated
as of October 9, 2001, as amended by Amendment No. 4 to Note Agreements dated as
of September 5, 2002, as amended by Amendment No. 5 to Note Agreements dated as
of May 5, 2004, and as amended by that certain Amendment No. 6 to Note
Agreements dated as of February 27, 2006, Cabela’s has agreed to restrictions on
granting Liens on the assets of Cabela’s and its Restricted
Subsidiaries.

     

         5.15-6
(to Second Supplement) 

     

    

    
    


         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 May 25, 2004,
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 which includes a covenant
whereby certain real estate adjacent to the retail store will have to be
conveyed back to the Unified Government if not developed by a certain date. The
Specific Venture Agreement also provides that the Unified Government shall have
the option to purchase the Kansas City retail store in the event of certain
fundamental breaches by Cabela’s Retail, Inc. 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 had an option to
purchase approximately 15 acres of real estate from CRI for $1.00 if the
Authority and County refinanced or otherwise replaced 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 was supposed to expire on January 10, 2006 if the Cabela’s Bonds were
not paid off in full by said date. Cabela’s, the County and the Authority
entered into that certain First Supplemental and Amendatory Bond Trust Indenture
(Series 2005C and Series 2005D) dated as of December 1, 2005, whereby Cabela’s
deeded the 15 acres to the County and the Authority has until June 30, 2007, to
redeem all of the Cabela’s Bonds. In the event that all of the Cabela’s Bonds
are redeemed prior to July 1, 2007, then Cabela’s shall be deemed to have been
paid in full on $3,000,000 of the Series 2005D Bonds. In the event that all of
the Cabela’s Bonds are not redeemed prior to July 1, 2007, then the Authority
shall be required to also redeem the $3,000,000 of Series 2005D Bonds in
accordance with their natural term.** Under a Lease Agreement dated February 5,
2004 between the Ohio County Development Authority and Cabela’s Wholesale, Inc.,
Cabela’s is obligated to relinquish rights to 21.56 acres of undeveloped and/or
unused real property if it is not developed by January 1, 2008. Currently,
Cabela’s is in the process of expanding its distribution center on said 21.56
acres. Accordingly, effective as of July 1, 2006, the Ohio County Development
Authority and Cabela’s Wholesale, Inc. entered into an Amended and Restated
Lease Agreement with Option to Purchase whereby Cabela’s obligation to
relinquish rights to the 21.56 acres shall no longer be in effect. **
As of April 23, 2007 all bonds have been fully
redeemed.

     

    5.15-7
(to Second
Supplement) 

     

    

    
    


         5. Under the Note
Purchase Agreement dated as of September 5, 2002, as amended, between certain of
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.”


     

         6. 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. 

     

         7. 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. 

     

    5.15-8
(to Second
Supplement) 

     

    

    
    


         8. Under the Contract
of Sale dated March 26, 2004, as amended by that certain First Amendment to
Contract for 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. 

     

         9. Pursuant to the Real
Estate Purchase between CRI and Citation Land Company, LLC, doing business in
Arizona as Zanjero Boulevard Land Company, LLC, dated July 28, 2005, Citation
retained an exclusive option to repurchase an out-parcel containing
approximately 1.6 acres for a period of eighteen (18) months from the closing of
the sale to CRI. The repurchase option expires March 10, 2007. 

     

         10. Pursuant to the
Repurchase Option Agreement between CRI and The Pointe, LLC, a Delaware Limited
Liability Company, dated November 15, 2006, The Pointe, LLC retained an
exclusive option to repurchase certain out-parcels containing approximately
9.747 acres for a period of twenty-four (24) months after the opening of the
Cabela’s retail store in Post Falls, Idaho. The repurchase option expires
November 9, 2009. 

     

    G. OTHER EXISTING DEBT


     

    
      	  	
            	AMOUNT AT BOOK VALUE
	OBLIGATION:	
            	(AS OF 9/29/2007)
	     
                   Notes Payable – MOO	
            	$2,032,545
	         
               Notes
      Payable – SPP Capital	
            	$50,000,000
	     
                   Bond Payable – SHQ	
            	$291,849
	         
               Lincoln
      Econ Development Loans	
            	$0
	     
                   Assessment Payable – Owatonna	
            	$1,111,133
	         
               Bond
      Payable – PDC 1996	
            	$2,025,000
	     
                   Bond Payable – PDC 1997	
            	$450,000
	         
               Notes
      Payable – Employee	
            	$0
	Capital Lease – Wheeling, WV	
            	$13,948,326
	as amended and restated 2005 – effective
      7/01/06  	
            	  
	Notes Payable – SPP Capital	
            	$215,000,000
	Notes Payable – SPP Capital	
            	$60,000,000
	Canada Revolver	
            	$9,333,333
	LOC US Bank	
            	$195,000,000


    


    5.15-9
(to Second
Supplement) 

     

    

    
    


    [FORM OF SERIES 2008-A NOTE]

     

    CABELA’S
INCORPORATED
CABELA’S
CATALOG, INC.
CABELA’S RETAIL, INC.
CABELA’S OUTDOOR ADVENTURES,
INC.
CABELAS.COM, INC.
CABELA’S WHOLESALE, INC.
CABELA’S
VENTURES, INC.
WILD
WINGS, LLC
CABELA’S LODGING, LLC
VAN DYKE SUPPLY
COMPANY, INC.
CABELA’S MARKETING AND BRAND MANAGEMENT, INC.
CABELA’S
RETAIL LA, LLC
CABELA’S TROPHY
PROPERTIES, LLC
ORIGINAL CREATIONS,
LLC
CABELA’S
RETAIL TX, L.P.
CABELA’S RETAIL
GP, LLC
LEGACY TRADING COMPANY
CRLP, LLC
CABELA’S RETAIL
MO, LLC
CABELA’S RETAIL
IL, INC. 

     

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


     

    
      	No. RA
      [_____]	[Date] 
	$[____________]	PPN
      12681# AC1 


    


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

     

    EXHIBIT 1
(to
Second Supplement)

     

    

    
    


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

     

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

     

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

     

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

     

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

     

    E-1-2
(to Second Supplement) 

     

    

    
    


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

     

    
      	
            	CABELA’S INCORPORATED
	
            	CABELA’S CATALOG, INC.
	
            	CABELA’S RETAIL, INC.
	
            	CABELA’S OUTDOOR ADVENTURES, INC.
	
            	CABELAS.COM, INC.
	
            	CABELA’S WHOLESALE, INC.
	
            	CABELA’S VENTURES, INC.
	
            	WILD WINGS, LLC
	
            	CABELA’S LODGING, LLC
	
            	CABELA’S MARKETING AND BRAND
	
            	     
       MANAGEMENT, INC.
	
            	CABELA’S RETAIL LA, LLC
	
            	ORIGINAL CREATIONS, LLC
	
            	CABELA’S TROPHY PROPERTIES, LLC
	
            	CABELA’S RETAIL GP, LLC
	
            	LEGACY TRADING COMPANY
	
            	CRLP, LLC
	
            	CABELA’S RETAIL MO, LLC
	
            	CABELA’S RETAIL IL, INC.
	
            	   
	
            	   
	
            	By:  	 
	
            	
            	Name:
      Ralph W. Castner   
	
            	
            	Title: Vice President, CFO, Secretary
      or   
	
            	
            	              Treasurer   
	
            	  
	
            	CABELA’S RETAIL TX, L.P.
	
            	  
	
            	By: Cabela’s Retail GP, LLC
	
            	Its: General Partner
	
            	  
	
            	By:
      	 
	
            	
            	Name: Ralph W.
    Castner   
	
            	
            	Title: Secretary and
Treasurer  
	
            	  
	
            	VAN DYKE SUPPLY COMPANY, INC.
	
            	  
	
            	By: 	 
	
            	
            	Name: Jeff
      Jung         
	
            	
            	Title: Secretary and
  Treasurer


    


    E-1-3
(to Second Supplement)