exhibit10-21.htm


    
      Exhibit 10.21

    

     

    Execution Copy 

     

    FIRST AMENDMENT TO SECOND AMENDED AND
RESTATED
CREDIT AGREEMENT 

     

         This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this “Amendment”), made and entered into as of August 15, 2007, is
among Cabela’s Incorporated, a Delaware corporation, Cabela’s Retail, Inc., a
Nebraska corporation, Van Dyke Supply Company, Inc., a South Dakota corporation,
Cabela’s Ventures, Inc., a Nebraska corporation, Cabela’s Outdoor Adventures,
Inc., a Nebraska corporation, Cabela’s Catalog, Inc., a Nebraska corporation,
Cabela’s Wholesale, Inc., a Nebraska corporation, Cabela’s Marketing and Brand
Management, Inc., a Nebraska corporation, Cabelas.com, Inc., a Nebraska
corporation, Wild Wings, LLC, a Minnesota limited liability company, Cabela’s
Lodging, LLC, a Nebraska limited liability company, Cabela’s Retail LA, LLC, a
Nebraska limited liability company, Cabela’s Trophy Properties, LLC, a Nebraska
limited liability company, Original Creations, LLC, a Minnesota limited
liability company, Cabela’s Retail TX, L.P., a Nebraska limited partnership,
Cabela’s Retail GP, LLC, a Nebraska limited liability company, CRLP, LLC, a
Nebraska limited liability company, Legacy Trading Company, a South Dakota
corporation, Cabela’s Retail MO, LLC, a Nebraska limited liability company and
Cabela’s Retail IL, Inc., an Illinois corporation (individually, a “Borrower” and, collectively, the “Borrowers”), the banks which are signatories to the Credit
Agreement (as defined below) (individually, a “Bank”
and, collectively, the “Banks”), and U.S. Bank National Association, one of the
Banks, as agent for the Banks (in such capacity, the “Agent”).

     

    RECITALS 

     

         1. The Borrowers, the
Banks and the Agent entered into a Second Amended and Restated Credit Agreement dated as of July 15, 2005
(the “Credit Agreement”); and


     

         2. The Borrower desires to amend certain provisions
of the Credit Agreement, and the Banks have agreed to make such amendments,
subject to the terms and conditions set forth in this Amendment. 

     

    AGREEMENT 

     

         NOW,
THEREFORE, for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby covenant and agree to be bound as follows: 

     

         Section 1. Capitalized Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to them in the Credit Agreement,
unless the context shall otherwise require. 

     

         Section 2. Amendments. The Credit Agreement is hereby amended as follows:


     

    

    
    


         2.1 Definitions. The
definitions of “Eurodollar Rate”, “Revolving Commitment Ending Date” and “Total Letter of Credit Commitment
Amount” contained in Section 1.1
of the Credit Agreement are amended to read in their entireties as follows:


     

         “Eurodollar Rate”: With respect to each Interest Period applicable to
a Eurodollar Rate Advance, the average offered rate for deposits in United
States dollars (rounded upward, if necessary, to the nearest 1/16 of 1%) for
delivery of such deposits on the first day of such Interest Period, for the
number of days in such Interest Period, which appears on Reuters Screen LIBOR01
or any successor thereto as of 11:00 AM, London time (or such other time as of
which such rate appears) two Eurodollar Business Days prior to the first day of
such Interest Period, or the rate for such deposits determined by the
Administrative Agent at such time based on such other published service of
general application as shall be selected by the Administrative Agent for such
purpose; provided, that in lieu of determining the rate in the foregoing manner,
the Administrative Agent may determine the rate based on rates at which United
States dollar deposits are offered to the Administrative Agent in the interbank
Eurodollar market at such time for delivery in Immediately Available Funds on
the first day of such Interest Period in an amount approximately equal to the
Advance by the Administrative Agent to which such Interest Period is to apply
(rounded upward, if necessary, to the nearest 1/16 of 1%). 

     

         “Revolving Commitment Ending Date”: June 30, 2012. 

     

         “Total Letter of Credit Commitment
Amount”: Two Hundred Million and
No/100 Dollars ($200,000,000) in the aggregate, inclusive of any Unpaid
Drawings. 

     

         2.2 Terms of Letters of Credit.
Section 2.11 of the Credit
Agreement is amended by amending the second sentence thereof to read in its
entirety as follows: 

     

         All Letters of Credit must expire not later than one
year from the date of issuance (subject to renewal), provided that at any time,
the Borrowers may have outstanding Letters of Credit expiring not later than 30
days prior to the Revolving Commitment Ending Date with the aggregate maximum
amount available to be drawn on such Letters of Credit not exceeding
$25,000,000.

     

         2.3 Financial Statements.
Section 5.1(b) of the Credit
Agreement is amended to read in its entirety as follows:

     

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

     

    - 2 - 

     

    

    
    


         2.4 Disposition of Assets. Section 6.2(e) of the Credit Agreement is amended
to read in its entirety as follows: 

     

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

     

         2.5 Subsidiaries. Section 6.5 of the Credit Agreement is amended to
read in its entirety as follows: 

     

         Section 6.5 Subsidiaries. Except as permitted in Sections 6.1 and 6.2, no
Borrower will, nor will permit any Subsidiary to, do any of the following: (a)
form or enter into any partnership or joint venture where such Borrower or such
Subsidiary shall have unlimited liability for the liabilities of the partnership
or joint venture; (b) take any action, or permit any Subsidiary to take any
action, which would result in a decrease in any Borrower’s or any Subsidiary’s
ownership interest in any Subsidiary; or (c) form or acquire any Person that
would thereby become a Subsidiary unless, immediately upon the closing of such
formation or acquisition, such Person shall enter into documents requested by
the Administrative Agent to provide that such Person shall be obligated to repay
the Loans and other amounts payable under the Loan Documents and otherwise be
bound by the terms and conditions of the Loan Documents; provided, however, that
any such Person shall not be required to comply with Section 6.5(c) if at the
closing of such formation or acquisition the assets of such Person, together
with the assets of each other Subsidiary (excluding WFB) that is not a Borrower,
have a value of less than five percent (5%) of the consolidated total assets of
the Borrowers as shown on the most recent balance sheet provided pursuant to
Section 5.1(a). If at any time after the Closing Date the value of the assets of
any Subsidiary (excluding WFB) that is not a Borrower, together with the value
of the assets of each other Subsidiary that is not a Borrower, equals or exceeds
five percent (5%) of the consolidated total assets of the Borrowers as shown on
the most recent balance sheet provided pursuant to Section 5.1(a), such
Subsidiary shall promptly enter into documents requested by the Administrative
Agent to provide that such Subsidiary is obligated to repay the Loans and other
amounts payable under the Loan Documents and otherwise be bound by the terms and
conditions of the Loan Documents. 

     

         2.6 Negative Pledges. Section 6.6 of the Credit Agreement is amended by
deleting the last sentence thereof it is entirety. 

     

    - 3 - 

     

    

    
    


         2.7 Liens. Section 6.13 of the Credit Agreement is amended by
amending subsection (k) thereof to read in its entirety as follows:


     

         (k) Liens securing floor plan financing for boats and
all terrain vehicles in an aggregate amount not to exceed $50,000,000 at any
time. 

     

         2.8 Sale and Leaseback
Transactions. Section 6.19
of the Credit Agreement is amended to read in its entirety as follows:


     

         Section 6.19 Sale and Leaseback Transactions. No Borrower will, nor permit any Subsidiary to,
enter into any arrangement, directly or indirectly, whereby it shall sell or
transfer any property, real or personal, and thereafter lease such property for
the same or a substantially similar purpose or purposes as the property sold or
transferred, except during any fiscal year of the Borrowers with respect to
property having an aggregate value not in excess of ten percent (10%) of the
consolidated total assets of the Borrowers as shown on the most recent balance
sheet provided pursuant to Section 5.1(a).

     

         2.9 Intercreditor Agreement. Section 6.20 of the Credit Agreement is amended to
read in its entirety as follows: 

     

         Section 6.20 Intercreditor Agreement. The Borrowers shall not fail to maintain the
Intercreditor Agreement in full force and effect, provided, that the Banks agree
to terminate the Intercreditor Agreement simultaneously with the termination of
the Intercreditor Agreement by all other parties to the Intercreditor Agreement.


     

         Section 3. Effectiveness of Amendments. The amendments contained in this Amendment shall
become effective upon delivery by the Borrowers of, and compliance by the
Borrowers with, the following: 

     

         3.1 This Amendment, duly executed by the Borrowers.


     

         3.2 A certificate executed by an officer or designated
representative of a partner of each Borrower (i) certifying that there has been
no amendment to the Articles of Incorporation and Bylaws or Operating Agreement,
as applicable, of such Borrower since true and accurate copies of the same were
delivered to the Banks with a certificate of a properly designated
representative of such Borrower dated July 15, 2005, February 22, 2006 or June
15, 2007, as applicable, (ii) certifying that the resolutions previously
delivered to the Banks with a certificate of a properly designated
representative of such Borrower dated July 15, 2005, February 22, 2006 or June
15, 2007, as applicable, are still effective, and (iii) certifying that the
individual signing the certificate is authorized to execute this Amendment and
any other instrument or agreement executed by such Borrower in connection with
this Amendment (collectively, the “Amendment Documents”), all in a form as set forth on Exhibit A hereto.

     

    - 4 - 

     

    

    
    


         3.3 Certified copies of all documents evidencing any
necessary corporate action, consent or governmental or regulatory approval (if
any) with respect to this Amendment. 

     

         3.4 The Borrowers shall have satisfied such other
conditions as specified by the Agent, including payment of all unpaid legal fees
and expenses incurred by the Agent through the date of this Amendment in
connection with the Credit Agreement and the Amendment Documents. 

     

    Section 4. Representations, Warranties, Authority, No Adverse
Claim.

     

         4.1 Reassertion of Representations and Warranties, No
Default.
Each Borrower hereby represents
that on and as of the date hereof and after giving effect to this Amendment (a)
all of the representations and warranties contained in the Credit Agreement are
true, correct and complete in all respects as of the date hereof as though made
on and as of such date, except for changes permitted by the terms of the Credit
Agreement, and (b) there will exist no Default or Event of Default under the
Credit Agreement as amended by this Amendment on such date which has not been
waived by the Banks.

     

         4.2 Authority, No Conflict, No Consent
Required.
Each Borrower represents and
warrants that such Borrower has the power and legal right and authority to enter
into the Amendment Documents and has duly authorized as appropriate the
execution and delivery of the Amendment Documents and other agreements and
documents executed and delivered by such Borrower in connection herewith or
therewith by proper corporate action, and none of the Amendment Documents nor
the agreements contained herein or therein contravenes or constitutes a default
under any agreement, instrument or indenture to which such Borrower is a party
or a signatory or a provision of the Borrower’s Articles of Incorporation,
Bylaws, Operating Agreement, or any other agreement or requirement of law, or
result in the imposition of any Lien on any of its property under any agreement
binding on or applicable to such Borrower or any of its property except, if any,
in favor of the Banks. Each Borrower represents and warrants that no consent,
approval or authorization of or registration or declaration with any Person,
including but not limited to any governmental authority, is required in
connection with the execution and delivery by such Borrower of the Amendment
Documents or other agreements and documents executed and delivered by such
Borrower in connection therewith or the performance of obligations of such
Borrower therein described, except for those which such Borrower has obtained or
provided and as to which such Borrower has delivered certified copies of
documents evidencing each such action to the Banks. 

     

         4.3 No Adverse Claim.
Each Borrower warrants,
acknowledges and agrees that no events have taken place and no circumstances
exist at the date hereof which would give such Borrower a basis to assert a
defense, offset or counterclaim to any claim of the Banks with respect to the
Obligations.

     

    - 5 - 

     

    

    
    


         Section 5. Affirmation of Credit Agreement, Further References.
Each Bank and each
Borrower each acknowledge and affirm that the Credit Agreement, as hereby
amended, is hereby ratified and confirmed in all respects and all terms,
conditions and provisions of the Credit Agreement, except as amended by this
Amendment, shall remain unmodified and in full force and effect. All references
in any document or instrument to the Credit Agreement are hereby amended and
shall refer to the Credit Agreement as amended by this Amendment. 

     

         Section 6. Merger and Integration, Superseding
Effect. This Amendment,
from and after the date hereof, embodies the entire agreement and understanding
between the parties hereto and supersedes and has merged into this Amendment all
prior oral and written agreements on the same subjects by and between the
parties hereto with the effect that this Amendment shall control with respect to
the specific subjects hereof and thereof. 

     

         Section 7. Severability.
Whenever possible, each provision
of this Amendment and the other Amendment Documents and any other statement,
instrument or transaction contemplated hereby or thereby or relating hereto or
thereto shall be interpreted in such manner as to be effective, valid and
enforceable under the applicable law of any jurisdiction, but, if any provision
of this Amendment, the other Amendment Documents or any other statement,
instrument or transaction contemplated hereby or thereby or relating hereto or
thereto shall be held to be prohibited, invalid or unenforceable under the
applicable law, such provision shall be ineffective in such jurisdiction only to
the extent of such prohibition, invalidity or unenforceability, without
invalidating or rendering unenforceable the remainder of such provision or the
remaining provisions of this Amendment, the other Amendment Documents or any
other statement, instrument or transaction contemplated hereby or thereby or
relating hereto or thereto in such jurisdiction, or affecting the effectiveness,
validity or enforceability of such provision in any other jurisdiction.


     

         Section 8. Successors.
The Amendment Documents shall be
binding upon the Borrowers and the Banks and their respective successors and
assigns, and shall inure to the benefit of the Borrowers and the Banks and the
successors and assigns of the Banks. 

     

         Section 9. Legal Expenses. As provided in Section 9.2 of the Credit Agreement,
the Borrowers agree to pay or reimburse the Agent, upon execution of this
Amendment, for all reasonable out-of-pocket expenses paid or incurred by the
Agent, including filing and recording costs and fees, charges and disbursements
of outside counsel to the Agent (determined on the basis of such counsel’s
generally applicable rates, which may be higher than the rates such counsel
charges the Agent in certain matters) and/or the allocated costs of in-house
counsel incurred from time to time, in connection with the Credit Agreement,
including in connection with the negotiation, preparation, execution, collection
and enforcement of the Amendment Documents and all other documents negotiated,
prepared and executed in connection with the Amendment Documents, and in
enforcing the obligations of the Borrowers under the Amendment Documents, and to
pay and save the Banks harmless from all liability for, any stamp or other taxes
which may be payable with respect to the execution or delivery of the Amendment
Documents, which obligations of the Borrowers shall survive any termination of
the Credit Agreement. 

     

    - 6 - 

     

    

    
    


         Section 10. Headings. The headings of various sections of this Amendment
have been inserted for reference only and shall not be deemed to be a part of
this Amendment. 

     

         Section 11. Counterparts. The Amendment Documents may be executed in several
counterparts as deemed necessary or convenient, each of which, when so executed,
shall be deemed an original, provided that all such counterparts shall be
regarded as one and the same document, and either party to the Amendment
Documents may execute any such agreement by executing a counterpart of such
agreement. 

     

         Section 12. Governing Law.
THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
NEBRASKA, WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS, THEIR HOLDING
COMPANIES AND THEIR AFFILIATES. 

     

    [The remainder of this page
intentionally left blank; signature pages follow.] 

     

    - 7 - 

     

    

    
    


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

     

    
      	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
	LEGACY TRADING COMPANY
	CABELA’S TROPHY PROPERTIES, LLC
	CABELA’S MARKETING AND BRAND
	
            	MANAGEMENT, INC.
	CABELA’S RETAIL LA, LLC
	ORIGINAL CREATIONS, LLC
	CABELA’S RETAIL GP, LLC
	CRLP, LLC
	CABELA’S RETAIL MO, LLC
	  
	  
	By:  	
            	/s/ Ralph W.
  Castner
	Name:  	Ralph
      W. Castner
	Title:	Vice
      President, CFO
	
            	Secretary or Treasurer
	  
	VAN DYKE SUPPLY COMPANY, INC.
	  
	By:	
            	/s/ Jeff Jung
	Name:	Jeff
      Jung
	Title:	Secretary and
Treasurer


    


    [Signature Page 1 to First
Amendment to
Second Amended and Restated Credit Agreement]

     

    

    
    


    
      	CABELA’S RETAIL TX, L.P.
	 
	By:
      	Cabela’s Retail GP, LLC
	
            	Its: General Partner
	 
	By:  	
            	/s/ Ralph W.
  Castner
	Name:	Ralph W. Castner
	Title:	Secretary and Treasurer
	 
	 
	CABELA’S RETAIL IL, INC.
	 
	By:	
            	/s/Ralph W.
  Castner
	Name:	Ralph
      W. Castner
	Title:	Secretary and
Treasurer


    


    [Signature Page 2 to First
Amendment to
Second Amended and Restated Credit Agreement] 

     

    

    
    


    
      	U.S. BANK NATIONAL ASSOCIATION,
	in its individual corporate
      capacity and as
	Administrative Agent
	  
	  
	By:  	 	/s/ James M. Williams
	Name:	James
      M. Williams
	Title:	Vice
      President


    


    [Signature Page 3 to First
Amendment to
Second Amended and Restated Credit Agreement] 

     

    

    
    


    
      	LASALLE BANK NATIONAL ASSOCIATION
	  
	  
	By:  	 	/s/ Darren L. Lemkau
	Name:	Darren
      L. Lemkau
	Title:	Senior
      Vice President


    


    [Signature Page 4 to First
Amendment to
Second Amended and Restated Credit Agreement] 

     

    

    
    


    
      	WACHOVIA BANK, NATIONAL
	ASSOCIATION
	  
	  
	By:  	 	/s/ Mark S. Supple
	Name:	Mark S.
      Supple
	Title:	Vice
      President


    


    [Signature Page 5 to First
Amendment to
Second Amended and Restated Credit Agreement] 

     

    

    
    


    
      	COMERICA BANK
	  
	  
	By:  	 	/s/ Timothy O’Rourke
	Name:	Timothy
      O’Rourke
	Title:	Vice
      President


    


    [Signature Page 6 to First
Amendment to
Second Amended and Restated Credit Agreement] 

     

    

    
    


    
      	WELLS FARGO BANK, NATIONAL
	ASSOCIATION
	  
	  
	By:  	 	/s/ Bill Weber
	Name:	Bill
      Weber
	Title:	Vice
      President


    


    [Signature Page 7 to First
Amendment to
Second Amended and Restated Credit Agreement] 

     

    

    
    


    
      	JPMORGAN CHASE BANK, N.A.
	  
	  
	By:  	 	/s/ Christine Herrick
	Name:	Christine Herrick
	Title:	Vice
      President


    


    [Signature Page 8 to First
Amendment to
Second Amended and Restated Credit Agreement] 

     

    

    
    


    
      	SOVEREIGN BANK
	  
	  
	By:  	 	/s/ Jeffrey N. Kauffman
	Name:	Jeffrey
      N. Kauffman
	Title:	Vice
      President


    


    [Signature Page 9 to First
Amendment to
Second Amended and Restated Credit Agreement] 

     

    

    
    


    EXHIBIT A TO
FIRST
AMENDMENT TO
SECOND AMENDED AND
RESTATED
CREDIT AGREEMENT 

     

    CERTIFICATE 

     

         This
Certificate is executed and delivered pursuant to Section 3.2 of that certain
First Amendment to Second Amended and Restated Credit Agreement (“First
Amendment”), dated concurrently herewith, by and among each of the undersigned,
the banks which are signatories to the Credit Agreement (as defined in the First
Amendment) (individually, a “Bank” and, collectively, the “Banks”), and U.S.
Bank National Association, one of the Banks, and as agent for the Banks (in such
capacity, the “Agent”). Unless otherwise defined herein, capitalized terms used
herein have the meanings provided in the First Amendment. The undersigned hereby
certifies to the Agent and the Banks as follows: 

     

         1.
There has been no amendment to the Articles of Incorporation and Bylaws or
Operating Agreement, as applicable, of each of the undersigned Borrowers since
true and accurate copies of the same were delivered to the Banks with a
certificate of an officer or designated representative for a partner of such
Borrower dated July 15, 2005, February 22, 2006 or June 15, 2007, as applicable.


     

         2. The
resolutions previously delivered to the Banks with a certificate of an officer
or designated representative for a partner of such Borrower dated July 15, 2005,
February 22, 2006 or June 15, 2007, as applicable, are still effective.


     

         3. The
undersigned is (i) an officer or (ii) a designated representative for a partner
of each Borrower, and is authorized to execute the First Amendment and any other
instrument or agreement executed by such Borrower in connection with the First
Amendment. 

     

    [The remainder of this page intentionally left blank;
signature page follows.] 

     

    Ex A-1

     

    

    
    


         IN
WITNESS WHEREOF, this certificate has been executed as of August ____,
2007.

     

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


    


    Ex A-2 

     

    
      

    

     

    
    


    
      	CABELA’S RETAIL IL, INC.
	  
	  
	By:  	 	 
	Name:	Ralph
      W. Castner
	Title:	Secretary and
Treasurer


       

      Ex A-3