exhibit4-9.htm


     

    
      Exhibit
4.9
 

    

    
      	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      
      


      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.

       

       

       

      AMENDMENT NO. 1 TO
NOTE PURCHASE AGREEMENTS 

       

       

       

      Dated as of June 15,
2007 

       

      Re:     Note Purchase Agreements dated as
of February 27, 2006

       


      1 

       

      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


      CABELA’S INCORPORATED 

       

      AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTS


       

      Re:     Note Purchase Agreements dated as
of February 27, 2006
 


      
        	To the Holders of the Notes 	Dated as of 
	named on Schedule I hereto 	June 15, 2007 


      


      Ladies and Gentlemen:


       

           Reference is made to the separate Note
Purchase Agreements, each dated as of February 27, 2006 (as amended from time to
time by joinder agreements, the “Existing Note Agreements” and, as amended hereby, the “Note Agreements”),
between Cabela’s Incorporated (the “Company”) and the
Subsidiaries of the Company consisting of (i) Cabela’s Catalog, Inc., a Nebraska
corporation (“Catalog”), (ii) Cabela’s Retail, Inc., a Nebraska
corporation (“Retail”), (iii) Cabela’s Outdoor Adventures, Inc., a
Nebraska corporation (“Adventures”), (iv)
Cabelas.com, Inc., a Nebraska corporation (“Cabelas.com”), (v)
Cabela’s Wholesale, Inc., a Nebraska corporation (“Wholesale”), (vi)
Cabela’s Ventures, Inc., a Nebraska corporation (“Ventures”), (vii)
Wild Wings, LLC, a Minnesota limited liability company (“Wild Wings”),
(viii) Cabela’s Lodging, LLC, a Nebraska limited liability company (“Lodging”), (ix)
Van Dyke Supply Company, Inc., a South Dakota corporation (“Van Dyke”), (x)
Cabela’s Marketing and Brand Management, Inc., a Nebraska corporation
(“Marketing”), (xi) Cabela’s Retail LA, LLC, a Nebraska
limited liability company (“Retail LA”), (xii)
Cabela’s Trophy Properties, LLC, a Nebraska limited liability company
(“Trophy”), (xiii) Original Creations, LLC, a Minnesota
limited liability company (“Creations”), (xiv)
Cabela’s Retail TX, L.P., a Nebraska limited partnership (“Retail TX”), (xv)
Cabela’s Retail GP, LLC, a Nebraska limited liability company (“Retail GP”), (xvi)
Legacy Trading Company, a South Dakota corporation (“Legacy”), (xvii)
CRLP, LLC, a Nebraska limited liability company (“CRLP”), (xviii)
Cabela’s Retail MO, LLC, a Nebraska limited liability company (“Retail MO”), (xix)
Cabela’s Retail IL, Inc., an Illinois corporation (“Retail IL”), 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
each of the Purchasers named in Schedule A thereto, respectively, under and
pursuant to which $215,000,000 aggregate principal amount of 5.99% Senior Notes,
Series 2006-A, due February 27, 2016 (the “Notes”) of the
Obligors were issued.

       

           For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Obligors request
the amendment of a certain provision of the Existing Note Agreements as
hereinafter provided. 

       

      2 

       

      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


           Upon your acceptance hereof in the manner hereinafter provided and upon
satisfaction of all conditions to the effectiveness hereof and receipt by the
Obligors of similar acceptances from the Holders of the Notes, this Amendment
No. 1 shall constitute a contract between us amending the Existing Note
Agreements, as of the First Amendment Closing Date (hereinafter defined), but
only in the respects hereinafter set forth: 

       

      SECTION
1. AMENDMENTS TO EXISTING NOTE
AGREEMENT.

       

           Section 1.1. The
“and” at the end of Section 7.1(f) shall be deleted, the “.” at the end of
Section 7.1(g) shall be replaced with “; and” and the following shall be added
as a new section 7.1(h): 

       

           “(h) Supplements, Restatements and Amendments
— promptly and in any event within five (5)
Business Days after the execution and delivery of any amendment, restatement or
supplement of the 1995 Note Agreements, the 2002 Note Agreements or the Credit
Agreement, a copy thereof.” 

       

           Section 1.2. The
following definitions in Schedule B of the Existing Note Agreements are either
added or otherwise restated: 

       

           “Amended and Restated Intercreditor
Agreement” shall mean the
Fourth Amended and Restated Intercreditor Agreement dated as of June 15, 2007,
among the holders of the Notes, holders under the 1995 Note Agreements, holders
under the 2002 Note Agreements, holders under this Agreement, Banks and
Collateral Agent named therein, as amended or restated from time to
time.

       

            “Obligors” is defined in the preamble of Amendment No.
1 and shall include any other party that executes a joinder agreement pursuant
to Section 9.8(d) of this Agreement.

       

      SECTION
2. WARRANTIES AND REPRESENTATIONS. 

       

           The Obligors hereby represent and warrant that
as of the date hereof and as of the date of execution and delivery of this
Amendment No. 1, there are no Defaults or Events of Default under the Existing
Note Agreements before and after giving effect to this Amendment No. 1 and the
representations and warranties set forth in Schedule II hereto are true and
correct before and after giving effect to this Amendment No. 1. 

       

      SECTION
3. CONDITIONS PRECEDENT.

       

           This Amendment No. 1 to Note
Agreements shall not become effective until, and shall become effective on the
Business Day when each of the following conditions shall have been satisfied
(the “First Amendment Closing
Date”): 

       

           Section 3.1. Consent. The Obligors shall have obtained your
written consent as evidenced by your signature at the foot of this Amendment No.
1. 

       

           Section 3.2. Payment of Fees and
Expenses. The reasonable
fees and disbursements of Chapman and Cutler, LLP your special counsel, relating
to the preparation, execution and delivery of this Amendment No. 1 and related
matters shall have been paid by the Company to the extent reflected in a
statement of such counsel rendered to the Company. 

       

      3 

       

      

      
      

      
      

       

      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      

       

           Section 3.3.
First Supplement to 2006 Note Agreements.
Each of the parties
thereto shall have executed and delivered the First Supplement to the 2006 Note
Agreements. 

       

           Section 3.4.
Revised Intercreditor
Agreement. Each of the
parties thereto shall have executed and delivered the Fourth Amended and
Restated Intercreditor Agreement dated as of June 15, 2007 in the form attached
hereto as Exhibit A, which Fourth Amended and Restated Intercreditor Agreement
will be satisfactory to you in scope and form. 

       

           Section 3.5.
Representations and
Warranties. The
representations and warranties of each of the Obligors in this Amendment No. 1
shall be correct when made and at the time of the Closing. 

       

           Section 3.6.
Proceedings and Documents. All corporate or limited liability company
or limited partnership and other proceedings in connection with the transactions
contemplated by this Amendment No. 1 and all documents and instruments incident
to such transactions shall be satisfactory to you and your special counsel, and
you and your special counsel shall have received all such counterpart originals
or certified or other copies of such documents as you or they may reasonably
request. 

       

      SECTION
4. MISCELLANEOUS PROVISIONS.

       

           Section 4.1.
Except as amended herein,
all terms and provisions of the Existing Note Agreements and the Notes and
related agreements and instruments are hereby ratified, confirmed and approved
in all respects. 

       

           Section 4.2.
Any and all notices,
requests, certificates and other instruments, including the Notes, may refer to
the Note Agreements without making specific reference to this Amendment No. 1,
but nevertheless all such references shall be deemed to include this Amendment
No. 1 unless the context shall otherwise require.

       

           Section 4.3.
This Amendment No. 1 and
all covenants herein contained shall be binding upon and inure to the benefit of
the respective successors and assigns of the parties hereunder. All covenants
made by the Obligors herein shall survive the closing and the delivery of this
Amendment No. 1. 

       

           Section 4.4.
This Amendment No. 1 shall
be governed by and construed in accordance with Nebraska law. 

       

           Section 4.5.
The capitalized terms used
in this Amendment No. 1 shall have the respective meanings specified in the Note
Agreements unless otherwise herein defined, or the context hereof shall
otherwise require. 

       

           The execution hereof by the Holders shall
constitute a contract among the Obligors and the Holders for the uses and
purposes hereinabove set forth. This Amendment No. 1 may be executed in any
number of counterparts, each executed counterpart constituting an original but
all together only one agreement. 

       

      [Remainder of this Page Intentionally Left
Blank; Signature Pages follow] 

       

      4 

       

      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      
 

      
        	
              	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 W.
  Castner
	
              	Name:  	Ralph
      W. Castner
	
              	Title:  	Vice-President, CFO,
	
              	
              	 Secretary or
Treasurer


      


       

      
        	VAN DYKE SUPPLY COMPANY, INC.
	 	
              	
              	
              
	 	
              	
              	
              
	By:  	/s/ Gregg Severinson	 	 
	  	Name:  	Gregg Severinson
	 	Title:  	Vice
President


      


       

      
        	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 Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      

      
      

       

            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	PRINCIPAL LIFE INSURANCE COMPANY
	  	
              
	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
	
              	Title:  	General
Counsel


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	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
	
              	Title:  	General
Counsel


      


      Signature Page


       

      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	GIBRALTAR LIFE INSURANCE CO., LTD.
	  	
              
	By:   	Prudential Investment Management
	 	(Japan), Inc., as Investment
  Manager


      

      
        	  	 
	By:   	Prudential Investment Management,
    Inc.,
	 	as
      Sub-Adviser


      



      
        	By:  	/s/ Julia B. Buthman	 	 
	
              	Name:  	Julia B. Buthman
	
              	Title:  	Vice
President


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	THE PRUDENTIAL LIFE
      INSURANCE
COMPANY OF AMERICA
	 	
              	
              	
              
	 	
              	
              	
              
	By:  	/s/ Julia B. Buthman	 	 
	
              	Name:  	Julia B. Buthman
	
              	Title:  	Vice
President


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	MTL INSURANCE COMPANY
	  	
              
	By:   	Prudential Private Placement
	 	Investors, L.P. (as Investment
    Advisor)


        
          	  	
                
	By:   	Prudential Private Placement
	 	Investors, L.P. (as its General
    Partner)


        

      

      
 

      
        	By:  	/s/ Julia B. Buthman	 	 
	
              	Name:  	Julia B. Buthman
	
              	Title:  	Vice
President


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	SECURITY BENEFIT LIFE INSURANCE
COMPANY,
      INC.
	  	
              
	By:   	Prudential Private Placement
	 	Investors, L.P. (as Investment
    Advisor)


      

      
        	  	
              
	By:   	Prudential Private Placement
	 	Investors, L.P. (as its General
    Partner)


      

      


        	By:  	/s/ Julia B. Buthman	 	 
	
              	Name:  	Julia B. Buthman
	
              	Title:  	Vice
President


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY
      AIG ANNUITY INSURANCE
COMPANY
	   	
              
	By:   	AIG
      Global Investment Corp., investment
adviser


      

      
 

        	By:  	/s/ Gerald F. Herman	 	 
	
              	Name:  	Gerald F. Herman
	
              	Title:  	Vice
President


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	THE GUARDIAN LIFE INSURANCE
COMPANY OF
      AMERICA
	  	
              

 

        	By:  	/s/ Barry Scheinholtz	 	 
	
              	Name:  	Barry Scheinholtz
	
              	Title:  	Private Placements
Manager


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	BERKSHIRE LIFE INSURANCE
      COMPANY OF
AMERICA
	 	
              	
              	
              
	 	
              	
              	
              
	By:  	/s/ Barry Scheinholtz	 	 
	
              	Name:  	Barry Scheinholtz
	
              	Title:  	Private Placements
Manager


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

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


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	AMERUS LIFE INSURANCE COMPANY
	  	
              
	By:   	AmerUs Capital Management Group,
Inc., its
      authorized attorney-in-fact


      

      


        	By:  	/s/ Roger D. Fors	 	 
	
              	Name:  	Roger D. Fors
	
              	Title:  	VP – Private
Placements


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	AMERICAN INVESTORS LIFE
      INSURANCE
COMPANY
	  	
              
	By:   	Aviva Capital Management Group,
Inc., its
      authorized attorney-in-fact


      

      


        	By:  	/s/ Roger D. Fors	 	 
	
              	Name:  	Roger D. Fors
	
              	Title:  	VP – Private
Placements


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	INDIANAPOLIS LIFE INSURANCE
COMPANY
	  	
              
	By:   	AmerUs Capital Management Group,
Inc., its
      authorized attorney-in-fact


      

      


        	By:  	/s/ Roger D. Fors	 	 
	
              	Name:  	Roger D. Fors
	
              	Title:  	VP – Private
Placements


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	GENWORTH LIFE AND
      ANNUITY
INSURANCE COMPANY
	 	
              	
              	
              
	 	
              	
              	
              
	By:  	/s/ Morian C. Mooers	 	 
	
              	Name:  	Morian C. Mooers
	
              	Title:  	Investment
Officer


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	JACKSON NATIONAL LIFE
      INSURANCE
COMPANY
	  	
              
	By:   	PPM America,
      Inc., as attorney-in-fact,
On behalf of Jackson National
      Life
Insurance Company


      

      


        	By:  	/s/ Craig Radis	 	 
	
              	Name:  	Craig Radis
	
              	Title:  	Vice
President


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

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


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	AMERITAS LIFE INSURANCE CORP.
	  	
              
	By:   	Ameritas
      Investment Advisors Inc.,
as
Agent


      

      


        	By:  	/s/ Andrew S. White	 	 
	
              	Name:  	Andrew S. White
	
              	Title:  	Vice
President


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	ACACIA LIFE INSURANCE COMPANY
	  	
              
	By:   	Ameritas
      Investment Advisors Inc.,
as
Agent


      

      


        	By:  	/s/ Andrew S. White	 	 
	
              	Name:  	Andrew S. White
	
              	Title:  	Vice
President


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	EQUITRUST LIFE INSURANCE
      COMPANY
	 	
              	
              	
              
	 	
              	
              	
              
	By:  	/s/ Herman L. Riva	 	 
	
              	Name:  	Herman L. Riva
	
              	Title:  	Senior Portfolio
Manager


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

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


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	ASSURITY LIFE INSURANCE
      COMPANY
(SUCCESSOR IN INTEREST TO SECURITY
FINANCIAL LIFE INSURANCE
      CO.)
	 	
              	
              	
              
	 	
              	
              	
              
	By:  	/s/ Victor Weber	 	 
	
              	Name:  	Victor Weber
	
              	Title:  	Senior Director -
  Investments


      


      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            This Amendment No. 1 is hereby accepted and agreed
to as of the First Amendment Closing Date. 

       

      
        	METROPOLITAN LIFE
      INSURANCE
COMPANY
	 
	 
	METROPOLITAN TOWER LIFE
      INSURANCE
COMPANY
	  	
              	 
	By:   	Metropolitan
      Life Insurance Company, its
Investment Manager
	
              	 
	
              	 
	By:  	/s/ Judith A.
  Gulotta
	
              	Name:  	Judith
      A. Gulotta
	
              	Title:  	Director
	(executed by Metropolitan
      Life Insurance Company
(i) as to itself as a Purchaser and (ii) as
      investments
manager to Metropolitan Tower Life Insurance
Company as
      a Purchaser)


      

      
      

       

      

      
      

       

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


      SCHEDULE I


       

      HOLDERS 

       

      Principal Life Insurance Company
Symetra Life Insurance Company, a Washington
corporation
Gibraltar Life Insurance Co., Ltd.
The Prudential Life Insurance Company of
America
MTL Insurance Company
Security Benefit Life Insurance Company,
Inc.
The Variable Annuity Life Insurance Company
AIG Annuity Insurance
Company
The Guardian Life Insurance Company of America
Berkshire Life
Insurance Company of America
Transamerica Occidental Life Insurance
Company
AmerUs Life Insurance Company
American Investors Life Insurance
Company
Indianapolis Life Insurance Company
Genworth Life and Annuity
Insurance Company
Jackson National Life Insurance Company
Life Insurance
Company of the Southwest
Ameritas Life Insurance Corp.
Acacia Life Insurance Company
Equitrust Life
Insurance Company
Assurity Life Insurance Company
Metropolitan Life
Insurance Company
Metropolitan Tower Life Insurance Company

       

      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


      SCHEDULE II


       

      REPRESENTATIONS AND WARRANTIES 

       

            Each of the Obligors represents and warrants
to you as follows: 

       

            1. Corporate or Limited Liability Company or Limited
Partnership Organization and Authority. Each Obligor 

       

            (a) is a corporation, limited liability
company or limited partnership duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation or organization;
and 

       

            (b) has all requisite power and authority and
all necessary licenses and permits to own and operate its properties and to
carry on its business as now conducted and as presently proposed to be
conducted. 

       

            2.
Amendment No. 1 is Legal and Authorized. (a) The compliance by each Obligor with all of the
provisions of this Amendment No. 1 and of the Existing Note Agreements:


       

            (i) is within the corporate, limited
liability company or limited partnership powers of such Obligor; and


       

            (ii) will not violate any provisions of any
law or any order of any court or governmental authority or agency and will not
conflict with or result in any breach of any of the terms, conditions or
provisions of, or constitute a default under the Articles of Incorporation,
Articles of Organization, By-laws, Operating Agreement, Limited Liability
Company Agreement or Partnership Agreement of such Obligor or any indenture or
other agreement or instrument to which such Obligor is a party or by which it
may be bound or result in the imposition of any Liens or encumbrances on any
property of such Obligor. 

       

            (b) The execution and delivery of this
Amendment No. 1 has been duly authorized by proper corporate, limited liability
company or limited partnership action on the part of such Obligor (no other
action by the stockholders, members or partners of such Obligor being required
by law, by the Articles of Incorporation, Articles of Organization, By-laws,
Operating Agreement, Limited Liability Company Agreement or Partnership
Agreement of such Obligor or otherwise) and this Amendment No. 1 has been
executed and delivered by such Obligor and this Amendment No. 1 and the Existing
Note Agreement each constitute the legal, valid and binding obligation, contract
and agreement of such Obligor enforceable in accordance with its
terms.

       

            3. No
Defaults. After giving effect to
this Amendment No. 1,
no Default or Event of Default
has occurred and is continuing.

       

      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


            4. Governmental Consent. No approval, consent or withholding of objection on
the part of, or filing, registration or qualification with any governmental
body, Federal or state, is necessary in connection with the execution and
delivery of this Amendment No. 1. 

       

            5. No
Conflicts. The execution,
delivery and performance by such Obligor of this Amendment No. 1 will not
violate any provisions of any law or any order of any court or governmental
agency or authority and will not conflict with or result in any breach of any of
the provisions of, or constitute a default under or result in the creation or
imposition of any Lien upon any of the property of such Obligor pursuant to the
provisions of the Articles of Incorporation, Articles of Organization, By-laws,
Operating Agreement, Limited Liability Company Agreement or Partnership
Agreement of such Obligor or any agreement or other instrument to which the
Company is a party or by which such Obligor may be bound. 

       

            6. Each entity which is a borrower or
guarantor under the Bank Agreement, 1995 Note Agreements or 2002 Note Agreements is an Obligor
hereunder. 

       

      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


      EXHIBIT A


       

      FORM OF REVISED INTERCREDITOR AGREEMENT

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        	 


      
 

      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements

 

      
        	EXECUTION COPY 
	 


      

       

       

      FOURTH AMENDED AND RESTATED
INTERCREDITOR AGREEMENT
Dated as of June 15, 2007
Among
United of Omaha
Life Insurance Company,
Companion Life Insurance Company
and
Mutual of
Omaha Insurance Company
(the “1995
NOTEHOLDERS”)
AND
Jackson National Life Insurance
Company,
Jackson National Life Insurance Company of New York,
The
Prudential Assurance Company Limited,
AIG SunAmerica Life Assurance
Company
First SunAmerica Life Insurance Company,
Genworth Life Insurance
Company,
Genworth Life and Annuity Insurance Company,
Teachers Insurance
and Annuity Association of America,
TIAA-CREF Life Insurance
Company
Nationwide Life Insurance Company,
Nationwide Life and Annuity
Insurance Company,
Provident Mutual Life Insurance Company,
Pacific Life
Insurance Company,
Massachusetts Mutual Life Insurance Company,
C.M. Life
Insurance Company,
MassMutual Asia Limited
AND
Principal Life Insurance
Company
(the “2002
NOTEHOLDERS”)
AND
Principal Life Insurance Company
Symetra Life
Insurance Company
Gibraltar Life Insurance Co., Ltd.
The Prudential
Insurance Company of America
MTL Insurance Company
Security Benefit Life
Insurance Company, Inc.
The Variable Annuity Life Insurance Company
AIG
Annuity Insurance Company
The Guardian Life Insurance Company of
America
Berkshire Life Insurance Company of America
Transamerica
Occidental Life Insurance Company
AmerUs Life Insurance Company
American
Investors Life Insurance Company
Indianapolis Life Insurance Company


       

      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements


      


      Genworth Life and Annuity
Insurance Company
Jackson National Life Insurance Company
Life Insurance
Company of the Southwest
Ameritas Life Insurance Corp.
Acacia Life
Insurance Company
Equitrust Life Insurance Company
Assurity Life Insurance
Company
Security Financial Life Insurance Co.
(the “2006
NOTEHOLDERS”)
AND
Metropolitan Life Insurance
Company
Metropolitan Tower Life Insurance Company
(the “2007
NOTEHOLDERS”)
AND
U.S. Bank National Association,
Wachovia Bank,
National Association,
LaSalle Bank National Association,
Comerica
Bank,
Wells Fargo Bank, National Association,
Sovereign
Bank
and
JPMorgan Chase Bank, N.A.
(the “BANKS”)
AND
U.S. Bank
National Association,
as Collateral Agent
(the “COLLATERAL AGENT”)
AND
Additional Noteholders
(from time to
time)

       

      
      

       

      
        	 


      

       

      

      
      


      TABLE OF CONTENTS


       

      
        	SECTION	           
    	HEADING	PAGE
	SECTION 1.	
              	DEFINITIONS	4
	 	
              	
              	
              
	SECTION 2.	
              	[INTENTIONALLY RESERVED]	8
	 	
              	
              	
              
	SECTION 3.	
              	REMEDIES; APPLICATION OF PROCEEDS, RECOVERIES AND	
              
	
              	
              	OTHER AMOUNTS	9
	 	
              	
              	
              
	     Section 3.1.	
              	Remedies	9
	     Section 3.2.	
              	Application of Proceeds and Other
      Recoveries	9
	    
      Section 3.3.	
              	Subaccounts for Unfunded L/C
    Obligations	10
	     Section 3.4.	
              	Sharing
      of Recoveries	10
	    
      Section 3.5.	
              	Return of Amounts	11
	 	
              	
              	
              
	SECTION 4.	
              	AGREEMENTS AMONG THE SENIOR CREDITORS	11
	 	
              	
              	
              
	    
      Section 4.1.	
              	Delivery of Notice of Actionable
    Default	11
	     Section 4.2.	
              	Notifications	11
	    
      Section 4.3.	
              	Effect of Non-Compliance	11
	     Section 4.4.	
              	Agreement to Cooperate and to Pursue
      Remedies	11
	    
      Section 4.5.	
              	Independent Actions by Senior
    Creditors	12
	     Section 4.6.	
              	Relation of Senior Creditors	12
	    
      Section 4.7.	
              	Amendments and Waivers of Agreements	12
	     Section 4.8.	
              	Amendments and Waivers of This
    Agreement	13
	    
      Section 4.9.	
              	Solicitation of Senior Creditors	13
	     Section 4.10.	
              	Parity
      of Treatment	13
	 	
              	
              	
              
	SECTION 5.	
              	THE COLLATERAL AGENT	14
	 	
              	
              	
              
	    
      Section 5.1.	
              	Duties of Collateral Agent	14
	     Section 5.2.	
              	Collateral Agent’s Liability	14
	    
      Section 5.3.	
              	No Responsibility of Collateral Agent for
      Recitals	15
	     Section 5.4.	
              	Certain
      Limitations on Collateral Agent’s Rights to	
              
	
              	
              	     Compensation and
      Indemnification	15
	    
      Section 5.5.	
              	Status of Moneys Received	16
	     Section 5.6.	
              	Resignation or Termination of Collateral
      Agent	16
	    
      Section 5.7.	
              	Succession of Successor Collateral
    Agent	16
	     Section 5.8.	
              	Eligibility of Collateral Agent	17
	    
      Section 5.9.	
              	Successor Collateral Agent by Merger	17
	     Section 5.10.	
              	Compensation and Reimbursement of Collateral
      Agent;	
              
	
              	
              	     Indemnification of
      Collateral Agent	17
	    
      Section 5.11.	
              	Self Dealing	18
	 	
              	
              	
              
	SECTION 6.	
              	MISCELLANEOUS	18


      


      - i - 

       

      

      
      


      
        	Cabela's Incorporated, et al.	Amendment No. 1 To 2006 Note Purchase
  Agreements

 

      
        	     Section 6.1.	           
    	Entire Agreement; Parties	18
	     Section 6.2.	
              	Notices	19
	     Section 6.3.	
              	Successors and Assigns	27
	     Section 6.4.	
              	Successor Collateral Agent	27
	     Section 6.5.	
              	Governing Law	27
	     Section 6.6.	
              	Counterparts	27
	     Section 6.7.	
              	Sale of Interest	27
	     Section 6.8.	 	Additional Parties	27
	     Section 6.9.	
              	Termination	28
	     Section
6.10.	
              	Severability	28


      


      

      
      


      FOURTH AMENDED AND RESTATED INTERCREDITOR AGREEMENT 

       

          
FOURTH AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated for convenience as of June 15, 2007 between (i) United of Omaha Life
Insurance Company, Companion Life Insurance Company and Mutual of Omaha
Insurance Company as parties to the 1995 Note Agreements (as hereinafter
defined), (ii) Jackson National Life Insurance Company, Jackson National Life
Insurance Company of New York, The Prudential Assurance Company Limited, AIG
SunAmerica Life Assurance Company, First SunAmerica Life Insurance Company,
Genworth Life Insurance Company, Genworth Life and Annuity Insurance Company,
Teachers Insurance and Annuity Association of America, TIAA-CREF Life Insurance
Company, Nationwide Life Insurance Company, Nationwide Life and Annuity
Insurance Company, Provident Mutual Life Insurance Company, Pacific Life
Insurance Company, Massachusetts Mutual Life Insurance Company, C.M. Life
Insurance Company, MassMutual Asia Limited and Principal Life Insurance Company
as parties to the 2002 Note Agreements (as hereinafter defined), Principal Life
Insurance Company, Symetra Life Insurance Company, Gibraltar Life Insurance Co.,
Ltd., The Prudential Insurance Company of America, MTL Insurance Company,
Security Benefit Life Insurance Company, Inc., The Variable Annuity Life
Insurance Company, AIG Annuity Insurance Company, The Guardian Life Insurance
Company of America, Berkshire Life Insurance Company of America, Transamerica
Occidental Life Insurance Company, AmerUs Life Insurance Company, American
Investors Life Insurance Company, Indianapolis Life Insurance Company, Genworth
Life and Annuity Insurance Company, Jackson National Life Insurance Company,
Life Insurance Company of the Southwest, Ameritas Life Insurance Corp., Acacia
Life Insurance Company, Equitrust Life Insurance Company, Assurity Life
Insurance Company and Security Financial Life Insurance Co. as parties to the
Original 2006 Note Agreements (as hereinafter defined), (iv) Metropolitan Life
Insurance Company and Metropolitan Tower Life Insurance Company as parties to
the First Supplement (as hereinafter defined), (v) LaSalle Bank National
Association (“LaSalle”), Wachovia Bank, National Association (“Wachovia”), U.S. Bank National Association (“U.S. Bank”), Comerica Bank (“Comerica”), Wells Fargo Bank, National Association
(“Wells Fargo”), Sovereign Bank (“Sovereign”) and JPMorgan Chase Bank, N.A. (“JPMorgan”), and, together with LaSalle, Wachovia, U.S. Bank,
Comerica, Wells Fargo and Sovereign, individually, a “Bank,” and, collectively, the “Banks”, as parties to the New Bank Agreement (as
hereinafter defined), (vi) U.S. Bank National Association, as Collateral Agent
(the “Collateral Agent”) and (vii) Additional Noteholders from time to
time.

       

      RECITALS:


       

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

       

      

      
      


      
        	Fourth Amended and Restated Intercreditor Agreement
  


      


           B.
The Company and certain of the Banks entered into a Credit Agreement dated as of
October 9, 2001 with the borrowers thereunder consisting of the Company and the
following Subsidiaries of the Company: (i) Cabela’s Catalog, Inc., (ii) Cabela’s
Promotions, Inc. (now, Cabela’s Marketing and Brand Management, Inc.), (iii)
Cabela’s Retail, Inc., (iv) Cabela’s Outdoor Adventures, Inc., (v) Cabelas.com,
Inc., (vi) Cabela’s Wholesale, Inc., (vii) Cabela’s Ventures, Inc. and (viii)
Van Dyke Supply Company, Inc. (together the “Original Co-Obligor Subsidiaries”
and such Original Co-Obligor
Subsidiaries, together with the Company, the “Original Obligors”). The Company and certain of the Banks entered into
an Amended and Restated Credit Agreement dated as of May 6, 2004 (the
“2004 Bank Agreement”) with the borrowers thereunder consisting of the
Company and the following Subsidiaries of the Company (such Subsidiaries being
“2004 Co-Obligor Subsidiaries”, and such 2004 Co-Obligor Subsidiaries, together
with the Company, the “2004 Obligors”): (i) Cabela’s Retail, Inc., (ii) Van Dyke Supply
Company, Inc., (iii) Cabela’s Venture, Inc., (iv) Cabela’s Outdoor Adventures,
Inc., (v) Cabela’s Catalog, Inc., (vi) Cabela’s Wholesale, Inc., (vii) Cabela’s
Marketing and Brand Management, Inc. (formerly known as Cabela’s Promotions
Inc.), (viii) Cabelas.com, Inc., (ix) Wild Wings, LLC (“Wild Wings”), (x) Cabela’s Lodging, LLC (“Lodging”), (xi) Herter’s, LLC (“Herter’s”), (xii) Cabela’s Trophy Properties, LLC
(“Trophy”), and (xiii) Original Creations, LLC (“Creations”). The Obligors (as hereinafter defined) and the
Banks amended and restated the 2004 Bank Agreement by entering into a Second
Amended and Restated Credit Agreement dated as of July 15, 2005 (as further
supplemented, amended or restated, from time to time the “New Bank Agreement”) in which Herter’s is no longer a borrower
thereunder and in which Cabela’s Retail LA, LLC, a Nebraska limited liability
company (“Cabela’s LA”), Cabela’s Retail TX, L.P., a Nebraska limited
partnership (“Cabela’s TX”), Cabela’s Retail GP, LLC, a Nebraska limited
liability company (“Cabela’s GP”), CRLP, LLC, a Nebraska limited liability company
(“CRLP”) have become additional borrowers
and certain additional borrowers
entered into the Joinder Agreement dated as of February 22, 2006 by Legacy
Trading Company (“Legacy”) and by Cabela’s Retail MO, LLC. (“Retail MO”) and have become additional borrowers under the New
Bank Agreement. An
additional borrower entered into a Joinder Agreement dated as of June 15, 2007
by Cabelas’s Retail IL, Inc., an Illinois corporation (“Retail IL”)
and together with Cabela’s LA,
Cabela’s TX, Cabela’s GP, CRLP, Legacy, Retail MO, Retail IL and the 2004
Obligors (except Herter’s, LLC), are collectively, the “Obligors”) and have become additional borrowers under the New
Bank Agreement. The Obligors are sometimes referred to as “Borrowers” under the New Bank Agreement.

       

      -2- 

       

      

      
      


      
        	Fourth Amended and Restated Intercreditor Agreement
  


      


           C.
The Original Note Agreements were amended and supplemented pursuant to the terms
of (i) Amendment No. 1 dated as of June 30, 1997 between the Company and the
1995 Noteholders (“Amendment No. 1”),
(ii) Amendment No. 2 dated as of September 1, 2000 between the Company and the
1995 Noteholders (“Amendment No. 2”), (iii) Amendment No. 3 dated as of October 9, 2001
between the Company and the 1995 Noteholders (“Amendment No. 3”), (iv) Amendment No. 4 dated as of September 5, 2002
between the Original Obligors, Wild Wings, Lodging, Herter’s and the 1995
Noteholders (“Amendment No. 4”), (v) Amendment No. 5 dated as of May 5, 2004
between the Original Obligors Wild Wings, Lodging, Herter’s and the 1995 Noteholders
(“Amendment No. 5”), (vi) Amendment No. 6 dated as of February 27, 2006
(“Amendment No. 6”), (vii) Amendment No. 7 dated as of June 15, 2007
(“Amendment No. 7”), (viii) the Joinder Agreement dated as of July 30,
2004 by Trophy, Creations, Cabela’s LA, Cabela’s TX, Cabela’s GP and CRLP (as
amended and restated by the Amended and Restated Joinder Agreement dated July
15, 2005 (the “A&R 1995 Joinder”)), (ix) the Joinder Agreement dated as of February
27, 2006 by Legacy and by Retail MO (the “2006/1995 Joinders”) and (x) the Joinder Agreement dated June 15, 2007
by Retail IL (the “2007/1995 Joinder”) (the Original Note Agreements, as amended and
supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No.
4, Amendment No. 5, Amendment No. 6, Amendment No. 7, the 1995 A&R Joinder,
the 2006/1995 Joinders
and the 2007/1995 Joinder being
collectively, and as further supplemented, amended or related from time to time,
the “1995 Note Agreements”).

       

           D.
The Original Obligors, Wild Wings, LLC, Cabela’s Lodging, LLC, Herter’s,
(collectively, the “2002 Obligors”) and the 2002 Noteholders entered into the separate
Note Purchase Agreements dated as of September 5, 2002 (collectively, the
“Original 2002 Note Agreements”) with each of the 2002 Noteholders pursuant to which
the 2002 Obligors issued and sold to the 2002 Noteholders $125,000,000 in
aggregate principal amount of their 4.95% Senior Notes, Series 2002-A, due
September 5, 2009 (the “2002 Notes”). The Original 2002 Note Agreements were amended and
supplemented by the First Amendment Agreement dated October 31, 2005 (the
“First 2002 Amendment”), the Second Amendment Agreement dated February 27,
2006 (the “Second 2002 Amendment”), the Third Amendment Agreement dated June 15, 2007
(the “Third 2002 Amendment”), the Joinder Agreement dated as of July 30, 2004 by
Trophy, Creations, Cabela’s LA, Cabela’s TX, Cabela’s GP and CRLP (as amended
and restated by the Amended and Restated Joinder Agreement dated July 15, 2005
(the “A&R 2002 Joinder”)), the Joinder Agreement dated as of February 27,
2006 by Legacy and by Retail MO (the “2006/2002 Joinders”) and the Joinder Agreement dated June 15, 2007 by
Retail IL (the “2007/2002 Joinder”) (the Original 2002 Note Agreements as amended and
supplemented by the First 2002 Amendment, the Second 2002 Amendment, the Third
2002 Amendment, the A&R 2002 Joinder, the 2006/2002 Joinders, the 2007/2002
Joinder and as further supplemented, amended or restated from time to time are
the “2002 Note Agreements”).

       

           E.
The Obligors and the 2006 Noteholders entered into separate Note Purchase
Agreements dated as of February 27, 2006 (collectively, the “Original 2006 Note Agreements”) with each of the 2006 Noteholders pursuant to which
the Obligors issued and sold to the 2006 Noteholders $215,000,000 aggregate
principal amount of their 5.99% Senior Notes, Series 2006-A, due February 27,
2016 (the “2006 Notes”). The Original 2006 Note Agreements were amended and
supplemented by the First Amendment Agreement dated as of June 15, 2007 (the
“First 2006 Amendment”) and the Joinder Agreement dated June 15, 2007 by
Retail IL (the “2007/2006 Joinder”). 

       

      -3- 

       

      

      
      


      
        	Fourth Amended and Restated Intercreditor Agreement
  


      


           F. The Obligors and the
2007 Noteholders entered into the First Supplement dated as of June 15, 2007
(the “First Supplement”) to the Original 2006 Note Agreements (the Original
2006 Note Agreements as amended and supplemented by the First 2006 Amendment,
the 2007/2006 Joinder and by the First Supplement and as further supplemented,
amended or restated from time to time are the “2006/2007 Note Agreements”) pursuant to which the Obligors issued and sold to the 2007 Noteholders
$60,000,000 aggregate principal amount of their 6.08% Senior Notes, Series
2007-A, due June 15, 2017 (the “2007 Notes”).

       

           G. The 1995 Notes and
all principal thereof, premium, if any, and interest thereon, the 2002 Notes and
all principal thereof, premium, if any and interest thereon, the 2006 Notes and
all principal thereof, premium, if any, and interest thereof, the 2007 Notes and
all principal thereof, premium, if any, and interest thereon, the Bank Loans (as
hereinafter defined) and all principal thereof and interest thereon and any
Additional Notes and all principal thereof, premium, if any and interest thereof
and any and all other obligations of the Obligors to the 1995 Noteholders, the
2002 Noteholders, the 2006 Noteholders, the 2007 Noteholders, the Banks and any
Additional Noteholders of every kind and description, direct or indirect,
absolute or contingent, primary or secondary, due or to become due, now existing
or hereafter arising or acquired, under the terms of the 1995 Notes, the 2002
Notes, the 2006 Notes, the 2007 Notes, the Bank Notes (as hereinafter defined),
any Additional Notes, the 1995 Note Agreements, the 2002 Note Agreements, the
2006/2007 Note Agreements, the New Bank Agreement or any other document or
instrument executed and delivered by any of the Obligors pursuant to the 1995
Note Agreements, the 2002 Note Agreements, the 2006/2007 Note Agreements or the
New Bank Agreement and any modification, renewal or replacement thereof,
regardless of how they arise or are acquired or by what agreement or instrument,
if any, including obligations to perform acts and refrain from taking action as
well as obligations to pay money and including, without limitation, the
obligation of the Obligors in respect of undrawn amounts of Letters of Credit,
are hereinafter collectively referred to as the “Obligations.” 

       

           H. The 1995
Noteholders, the 2002 Noteholders, the 2006 Noteholders, the 2007 Noteholders
and the Banks have reached certain agreements concerning the interests of each
and have set forth said agreements below.

       

      SECTION 1. DEFINITIONS. 

       

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

       

           “Additional Notes” shall have the meaning set forth in the 2002 Note
Agreements and the 2006/2007 Note Agreements (as applicable). 

       

           “Additional Noteholders” shall mean any Person who purchases Additional Notes
and executed a counterpart to this Agreement pursuant to Section 6.8 hereto and
any Persons who succeed to their respective benefits in accordance with Section
6.3 and 6.7 hereto. 

       

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

       

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

       

      -4- 

       

      

      
      


      
        	Fourth Amended and Restated Intercreditor Agreement
  


      


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

       

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

       

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

       

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

       

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

       

           “Event of Default” means (i) any Event of Default under the New Bank
Agreement, (ii) any Event of Default under the 1995 Note Agreements, (iii) any
Event of Default under the 2002 Note Agreements, or (iv) any Event of Default
under the 2006/2007 Note Agreements.

       

           “First Supplement” shall have the meaning set forth in paragraph F of
the Recitals hereto. 

       

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

       

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

       

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

       

           “Legacy Joinder” shall have the meaning set forth in paragraph D of
the Recitals thereto. 

       

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

       

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

       

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

       

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

       

      -5- 

       

      

      
      


      
        	Fourth Amended and Restated Intercreditor Agreement
  


      


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

       

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

       

           “Notice of Actionable Default” shall mean a written notice issued by a Senior
Creditor or Senior Creditors to the Collateral Agent, with a copy thereof to the
Company, certifying (1) that a Payment Event of Default under the 1995 Note
Agreements, the 2002 Note Agreements, the 2006/2007 Note Agreements or the New
Bank Agreement, as the case may be, to which such Senior Creditor or Senior
Creditors shall be a party has occurred and is continuing or (2) that a
Nonpayment Event of Default under the 1995 Note Agreements, the 2002 Note
Agreements, the 2006/2007 Note Agreements or the New Bank Agreement, as the case
may be, to which such Senior Creditor or Senior Creditors shall be a party has
occurred and is continuing, and that at least 10 days prior to the issuance of
such notice, a Senior Creditor shall have delivered to the Collateral Agent, the
Company and every other Senior Creditor prior written notice of such Nonpayment
Event of Default.

       

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

       

           “Obligors” shall have the meaning set forth in paragraph B of
the Recitals hereto and shall include any other borrower or guarantor from time
to time under the New Bank Agreement, the 1995 Note Agreements, the 2002 Note
Agreements or the 2006/2007 Note Agreements. 

       

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

       

           “Original 2006 Note Agreements” shall have the meaning set forth in paragraph E of
the Recitals thereof. 

       

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

       

           “Payment Event of Default” shall mean (1) the occurrence of a default or an
event of default under the 1995 Note Agreements as a result of the failure of
the Obligors to pay when due principal of, premium, if any, or interest on any
1995 Note, (2) the occurrence of a default or an event of default under the 2002
Note Agreements as a result of the failure of the Obligors to pay when due
principal of, premium, if any, or interest on any 2002 Note or any Additional
Note, (3) the occurrence of a default or an event of default under the 2006/2007
Note Agreements as a result of the failure of the Obligors to pay when due
principal of, premium, if any, or interest on any 2006 Note or any 2007 Note or
any Additional Note, (4) the occurrence of a default or an event of default
under the New Bank Agreement as a result of the failure of the Obligors to pay
when due interest, unused commitment fee and/or prepayment compensation, if any,
or principal on the Revolver Loans or the Swing Line Loans, or (5) the
occurrence of a default or an event of default under the New Bank Agreement as a
result of the failure of the Obligors to pay when due reimbursement obligations
on Letters of Credit.

       

      -6- 

       

      

      
      


      
        	Fourth Amended and Restated Intercreditor Agreement
  


      


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

       

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

       

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

       

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

       

           “Secured Documents” shall mean the 1995 Notes, the 1995 Note Agreements,
the 2002 Notes, the 2002 Note Agreements, the 2006 Notes, the 2006/2007 Note
Agreements, the 2007 Notes, the Bank Notes, the New Bank Agreement, the Letters
of Credit, any Additional Notes and any and all amendments and supplements
thereof.

       

           “Senior Creditors” shall mean the 1995 Noteholders, the 2002
Noteholders, the 2006 Noteholders, the 2007 Noteholders, the Banks and the
Additional Noteholders.

       

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

       

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

       

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

       

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

       

           “2007 Noteholders” means Metropolitan Life Insurance Company and
Metropolitan Tower Life Insurance Company as the initial purchasers of the 2007
Notes, and any Persons who succeed to their respective benefits in accordance
with Section 6.3 and 6.7 hereof. 

       

           “2007 Notes” shall have the meaning set forth in paragraph F of
the Recitals hereto.


       

           “2006/2007 Note Agreements” shall have the meaning set forth in paragraph F of
the Recitals hereto.

       

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        	Fourth Amended and Restated Intercreditor Agreement
  


      


           “2006 Noteholders” shall mean Principal Life Insurance Company, Symetra
Life Insurance Company, Gibraltar Life Insurance Co., Ltd., The Prudential
Insurance Company of America, MTL Insurance Company, Security Benefit Life
Insurance Company, Inc., The Variable Annuity Life Insurance Company, AIG
Annuity Insurance Company, The Guardian Life Insurance Company of America,
Berkshire Life Insurance Company of America, Transamerica Occidental Life Insurance Company,
AmerUs Life Insurance Company, American Investors Life Insurance Company,
Indianapolis Life Insurance Company, Genworth Life and Annuity Insurance
Company, Jackson National Life Insurance Company, Life Insurance Company of the
Southwest, Ameritas Life Insurance Corp., Acacia Life Insurance Company,
Equitrust Life Insurance Company, Assurity Life Insurance Company and Security
Financial Life Insurance Co., as the initial purchasers of the 2006 Notes, and
any Persons who succeed to their respective benefits in accordance with Sections
6.3 and 6.7 hereof.

       

           “2006 Notes” shall have the meaning set forth in paragraph E of
the Recitals hereto.

       

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

       

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

       

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

       

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

       

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

       

      SECTION 2. [INTENTIONALLY RESERVED]. 

       

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        	Fourth Amended and Restated Intercreditor Agreement
  


      


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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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        	Fourth Amended and Restated Intercreditor Agreement
  


      


           (ii) to be allocated
among all outstanding principal, and premium, if any (including, in the case of
the 1995 Notes, the Make-Whole Amounts, as defined in the 1995 Note Agreements
and in the case of the 2002 Notes, the Make-Whole Amount as defined in the 2002
Note Agreements and, in the case of the 2006 Notes, the Make-Whole Amount as
defined in the Original 2006 Note Agreements and, in the case of the 2007 Notes,
the Make-Whole Amount as defined in the First Supplement and any premium related
to any Additional Notes as set forth in
a Supplement to the 2002 Note Agreements or the 2006 Note Agreements (as the
case may be)), due on the Bank Loans, the 1995 Notes, the 2002 Notes, the 2006
Notes, the 2007 Notes, any Additional Notes and all Unfunded L/C Obligations,
apportioned among the Senior Creditors in proportion to the aggregate amount of
(w) the outstanding principal of the Bank Loans, 1995 Notes, 2002 Notes, 2006
Notes, 2007 Notes or Additional Notes of each Senior Creditor, (x) the aggregate
Unfunded L/C Obligations of each Senior Creditor, and (y) the premium, if any,
then due each Senior Creditor thereunder; and any amount so allocated under
clauses (w) or (y) of this paragraph (b)(ii) to a Senior Creditor, shall be paid
to such Senior Creditor and any amount so allocated under clause (x) of this
paragraph (b)(ii) to any Senior Creditor shall be held in a separate subaccount
established under Section 3.3 hereof for disposition in accordance with the
provisions thereof;

       

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

       

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

       

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

       

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

       

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        	Fourth Amended and Restated Intercreditor Agreement
  


      


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

       

      SECTION 4. AGREEMENTS AMONG THE SENIOR
CREDITORS. 

       

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

       

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

       

           Section 4.3. Effect of
Non-Compliance. The failure of
any Senior Creditor to perform any of its obligations under the 1995 Note
Agreements, the 2002 Note Agreements, the 2006/2007 Note Agreements, the New
Bank Agreement, or this Agreement, including without limitation, the failure of
any Senior Creditor to pay to the Collateral Agent any amounts required to be so
paid under this Agreement, shall not relieve any other Senior Creditor of its
obligations under the 1995 Note Agreements, the 2002 Note Agreements, the
2006/2007 Note Agreements, the New Bank Agreement or this
Agreement.

       

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

       

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        	Fourth Amended and Restated Intercreditor Agreement
  


      


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

       

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

       

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

       

           Section 4.7. Amendments and Waivers
of Agreements. The Senior
Creditors agree that (i) the Banks may enter into any amendment or modification
of the New Bank Agreement without the consent of the 1995 Noteholders or the
2002 Noteholders or the 2006 Noteholders or the 2007 Noteholders or any
Additional Noteholders, (ii) the 1995 Noteholders may enter into any amendment
or modification of the 1995 Notes or the 1995 Note Agreements without the
consent of the Banks or the 2002 Noteholders or the 2006 Noteholders or the 2007
Noteholders or any Additional Noteholders, (iii) the 2002 Noteholders or the
Additional Noteholders under the 2002 Note Agreements may enter into any
amendment or modification of the 2002 Notes or the 2002 Note Agreements or such
Additional Notes without the consent of the Banks or the 1995 Noteholders or the
2006 Noteholders or the 2007 Noteholders or the Additional Noteholders under the
2006/2007 Note Agreements and (iv) the 2006 Noteholders or the 2007 Noteholders
or the Additional Noteholders under the 2006/2007 Note Agreements may enter into
any amendment or modification of the 2006 Notes, the 2007 Notes, such Additional
Notes or the 2006/2007 Note Agreements without the consent of the Banks or the
1995 Noteholders or the 2002 Noteholders or the Additional Noteholders under the
2002 Note Agreements; provided, that, upon the Banks, the 1995 Noteholders, the 2002
Noteholders, the 2006 Noteholders, the 2007 Noteholders or the Additional
Noteholders entering into any such amendment or modification, the Persons
executing such amendment or modification shall promptly furnish a copy thereof
to all of the other Senior Creditors.

       

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        	Fourth Amended and Restated Intercreditor Agreement
  


      


           Section 4.8. Amendments and Waivers
of This Agreement. Any provision
of this Agreement may be amended or compliance therewith waived with the written
consent thereto of: 

       

           (i) the holders of at
least 51% in aggregate principal amount of the 1995 Notes then
outstanding;

       

           (ii) the holders of at
least 51% in aggregate principal amount of the sum of (x) 2002 Notes and (y) any
Additional Notes under the 2002 Note Agreements then outstanding; 

       

           (iii) the holders of at
least 51% in aggregate principal amount of the sum of (x) 2006 Notes and (y) the
2007 Notes and (z) any Additional Notes under the 2006/2007 Note Agreements then
outstanding; and 

       

           (iv) each of the Banks
which is a party to the New Bank Agreement.

       

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

       

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

       

      
      

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        	Fourth Amended and Restated Intercreditor Agreement
  


      


      SECTION 5. THE
COLLATERAL AGENT.


       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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        	Fourth Amended and Restated Intercreditor Agreement
  


      


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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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        	Fourth Amended and Restated Intercreditor Agreement
  


      


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

       

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

       

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

       

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

       

      -16-


       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      -17- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

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

       

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

       

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

       

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

       

      SECTION 6. MISCELLANEOUS.


       

           Section 6.1. Entire Agreement;
Parties. This Agreement
represents the entire Agreement between the Senior Creditors and the Collateral
Agent and, except as otherwise provided, this Agreement may not be altered,
amended or modified except in a writing executed by all the parties to this
Agreement. The persons who shall be parties to this Agreement shall be (i) all
1995 Noteholders, (ii) all 2002 Noteholders, (iii) all 2006 Noteholders, (iv)
all 2007 Noteholders, (v) all Persons
who are signatories and parties to the New Bank Agreement and (vi) all
Additional Noteholders.

       

      -18- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

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

       

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


      


      -19- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

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


      


      -20- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	
              	      	Principal Life Insurance Company
	
              	
              	c/o Principal Capital Income Investors, LLC
	
              	
              	801 Grand Avenue
	
              	
              	Des Moines, Iowa 50392-0800
	
              	
              	Attention: Investment Department -
      Securities
	
              	
              	Telefacsimile: (515) 248-2490
	
              	
              	 
	             
      If to the 2006 Noteholders:	
              	Principal Life Insurance Company
	
              	
              	c/o Principal Global Investors, LLC
	
              	
              	711 High Street
	
              	
              	Des Moines, Iowa 50392-0800
	
              	
              	 
	
              	
              	Symetra Life Insurance Company
	
              	
              	c/o Principal Global Investors, LLC
	
              	
              	711 High Street
	
              	
              	Des Moines, Iowa 50392-0800
	
              	
              	Attention: Fixed Income Private Placement
	
              	
              	 
	
              	
              	Gibraltar Life Insurance Co., Ltd.
	
              	
              	Prudential Private Placement Investors, L.P.
	
              	
              	c/o Prudential Capital Group
	
              	
              	Two Prudential Plaza
	
              	
              	180 North Stetson Street, Suite 5600
	
              	
              	Chicago, Illinois 60601-6716
	
              	
              	Attention: Managing Director
	
              	
              	 
	
              	
              	The Prudential Insurance Company of America
	
              	
              	c/o Prudential Capital Group
	
              	
              	Two Prudential Plaza
	
              	
              	180 North Stetson Street, Suite 5600
	
              	
              	Chicago, Illinois 60601-6716
	
              	
              	Attention: Managing Director
	
              	
              	 
	
              	
              	MTL Insurance Company
	
              	
              	Prudential Private Placement Investors, L.P.
	
              	
              	c/o Prudential Capital Group
	
              	
              	Two Prudential Plaza
	
              	
              	180 North Stetson Street, Suite 5600
	
              	
              	Chicago, Illinois 60601-6716
	
              	
              	Attention: Managing Director


      


      -21- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	Security Benefit Life Insurance Company, Inc.
	Prudential Private Placement Investors, L.P.
	c/o Prudential Capital Group
	Two Prudential Plaza
	180 North Stetson Street, Suite 5600
	Chicago, Illinois 60601-6716
	Attention: Managing Director
	 
	The Variable Annuity Life Insurance Company
	c/o AIG Global Investment Group
	2929 Allen Parkway, Suite A36-01
	Houston, Texas 77019-2155
	Attn: Legal Department - Investment
	Management
	Facsimile Number: (713) 831-2328
	 
	AIG Annuity Insurance Company
	c/o AIG Global Investment Group
	2929 Allen Parkway, A36-01
	Houston, Texas 77019-2155
	Attention: Legal Department-Investment
	Management
	Fax Number: (713) 831-2328
	 
	The Guardian Life Insurance Company of America
	7 Hanover Square
	New York, NY 10004-2616
	Attention: Barry Scheinholtz
	Investment Department 20-D
	Fax Number: (212) 919-2658/2656
	 
	Berkshire Life Insurance Company of America
	c/o The Guardian Life Insurance Company of America
	7 Hanover Square
	New York, NY 10004-2616
	Attention: Barry Scheinholtz
	Investment Department 20-D
	Telefacsimile: (212)
919-2658/2656


      


      -22- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	Transamerica Occidental Life Insurance Company
	c/o AEGON USA Investment Management, LLC
	4333 Edgewood Road N.E.
	Cedar Rapids, Iowa 52499-5335
	Attention: Director of Private Placements
	Phone: (319) 369-2432
	Fax: (319) 369-2666
	 
	AmerUs Life Insurance Company
	c/o AmerUs Capital Management
	699 Walnut Street, Suite 1700
	Des Moines, Iowa 50309
	Attention: Steve Sweeney
	Telephone: (515) 362-3542
	Facsimile: (515) 362-3631
	 
	American Investors Life Insurance Company
	c/o AmerUs Capital Management
	699 Walnut Street, Suite 1700
	Des Moines, Iowa 50309
	Attention: Steve Sweeney
	Telephone: (515) 362-3542
	Facsimile: (515) 362-3631
	 
	Indianapolis Life Insurance Company
	c/o Aviva Capital Management
	699 Walnut Street, Suite 1700
	Des Moines, Iowa 50309
	Attention: Steve Sweeney
	Telephone: (515) 362-3542
	Facsimile: (515) 362-3631
	 
	Genworth Life and Annuity Insurance Company
	c/o Genworth Financial
	Account: Genworth Life and Annuity
	Insurance Company
	601 Union Street, Suite 2200
	Seattle, Washington 98101
	Attention: Private Placements
	Phone Number: (206) 516-4515
	Fax Number: (206) 516-4578


      


      -23- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	Jackson National Life Insurance Company
	5901 Executive Drive
	Lansing, Michigan 48911
	 
	Life Insurance Company of the Southwest
	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
	 
	Ameritas Life Insurance Corp. - Closed Block
	5900 “O” Street
	Lincoln, Nebraska 68510-2234
	 
	Ameritas Life Insurance Corp.
	5900 “O” Street
	Lincoln, Nebraska 68510-2234
	 
	Acacia Life Insurance Company
	5900 “O” Street
	Lincoln, Nebraska 68510-2234
	 
	Equitrust Life Insurance Company
	5400 University Avenue
	West Des Moines, Iowa 50266-5997
	Attention: Securities Department
	 
	Assurity Life Insurance Company
	Attention: Investment Division
	4000 Pine Lake Road
	Lincoln, Nebraska 68516
	 
	Security Financial Life Insurance Co.
	4000 Pine Lake Road
	P. O. Box 82248
	Lincoln, Nebraska 68501-2248


      


      -24- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	          If to the
      2007 Noteholders:	     	Metropolitan Life Insurance Company
	
              	
              	1 MetLife Plaza
	
              	
              	27-01 Queens Plaza North
	
              	
              	Long Island City, New York 11101
	
              	
              	 
	
              	
              	Metropolitan Tower Life Insurance Company
	
              	
              	1 MetLife Plaza
	
              	
              	27-01 Queens Plaza North
	
              	
              	Long Island City, New York 11101
	
              	
              	 
	          If to the
      Banks:	
              	U.S. Bank National Association
	
              	
              	233 South 13th Street
	
              	
              	Lincoln, Nebraska 68508
	
              	
              	Attention: James M. Williams
	
              	
              	 
	
              	
              	with a copy to:
	
              	
              	 
	
              	
              	Dorsey & Whitney, LLP
	
              	
              	50 South Sixth Street, Suite 1500
	
              	
              	Minneapolis, MN 55402
	
              	
              	Attention: Mike Pignato
	
              	
              	 
	
              	
              	Wachovia Securities
	
              	
              	One South Broad Street
	
              	
              	MC: PA4843
	
              	
              	Philadelphia, PA 19107
	
              	
              	Attention: Mark Supple
	
              	
              	 
	
              	
              	LaSalle Bank National Association
	
              	
              	Republic Plaza
	
              	
              	370 17th Street, Suite 3590
	
              	
              	Denver, CO 80202
	
              	
              	Attention: Darren L. Lemkau
	
              	
              	 
	
              	
              	Comerica Bank
	
              	 	Comerica Bank at Detroit Center
	
              	
              	500 Woodward Avenue
	
              	
              	Detroit, Michigan 48226
	
              	
              	Attention: Timothy H.
O’Rourke,


      


      -25- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	
              	     	Wells Fargo Bank, National Association
	
              	
              	1248 O Street
	
              	
              	Lincoln, Nebraska 68508
	
              	
              	Attention: Bill Weber
	
              	
              	 
	
              	
              	Sovereign Bank
	
              	
              	601 Penn St.
	
              	
              	10-6438-CM9
	 	
              	Reading, PA 19601
	
              	
              	Attention: Kevin Cornwall
	
              	
              	 
	
              	
              	JPMorgan Chase Bank, N.A.
	
              	
              	227 W. Monroe Street, Fl. 28
	
              	
              	Chicago, IL 60606
	
              	
              	Attention: John Runger
	
              	
              	 
	             
      If to the Collateral Agent:	
              	U.S. Bank National Association
	
              	
              	233 South 13th Street
	
              	
              	Lincoln, Nebraska 68508
	
              	
              	Attention: James M. Williams, Vice President
	
              	
              	 
	             
      If to the Company:	
              	Cabela’s Incorporated
	
              	
              	One Cabela Drive
	
              	
              	Sidney, Nebraska 69160
	
              	
              	Attention: Ralph Castner, CFO & Vice President
	
              	
              	Telefacsimile: (308) 254-6969
	
              	
              	 
	
              	
              	with a copy to:
	
              	
              	 
	
              	
              	Koley Jessen, P.C.
	
              	
              	1125 South 103rd Street, Suite 800
	
              	
              	Omaha, Nebraska 68124
	
              	
              	Attention: Michael M. Hupp
	
              	
              	Telefacsimile: (402) 390-9005
	
              	
              	 
	
              	
              	Cabela’s Incorporated
	
              	
              	One Cable Drive
	
              	
              	Sidney, Nebraska 69160
	
              	
              	Attention: Legal Department
	
              	
              	Telefacsimile: (308) 254-8060


      


      -26- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	              If
      to the Additional Noteholders:	     	At an address provided by such Additional
	
              	
              	Noteholder at the time of the execution of
	
              	
              	a counterpart hereto.


      


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

       

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

       

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

       

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

       

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

       

          
Section 6.8. Additional
Parties. Any Person which becomes
a 1995 Noteholder, a 2002 Noteholder, a 2006 Noteholder, a 2007 Noteholder or a
party to the New Bank Agreement shall become a party to this Agreement which
shall be evidenced by such Person executing a counterpart signature page of this
Agreement whereby such holder shall then be a Secured Creditor hereunder and
shall have all the rights and benefits hereunder as a Secured Creditor as if it
had signed this Agreement on the date hereof. It is understood and agreed that
any Person that purchases Additional Notes under the 2002 Note Agreements and/or
the 2006/2007 Note Agreements and becomes a holder (as defined in the 2002 Note
Agreements and the 2006/2007 Note Agreements respectively) thereunder after the
date hereof shall become a Secured Creditor hereunder by executing a counterpart
signature page of this Agreement whereby such holder shall then be a Secured
Creditor hereunder and shall have all the rights and benefits hereunder as a
Secured Creditor as if it had signed this Agreement on the date hereof. Any such
Person who executes a counterpart signature page of this Agreement shall deliver
a copy of such counterpart to the Company who shall distribute a copy of such
counterpart to all Secured Parties. 

       

      -27- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

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

       

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

       

      -28- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

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

       

      
        	UNITED OF OMAHA LIFE INSURANCE COMPANY, as a
	1995 Noteholder
	
              	 
	
              	 
	By   	 
	
              	Name:	 
	
              	Title:	 
	
              	 
	
              	  
	COMPANION LIFE INSURANCE COMPANY, as a 1995
	Noteholder
	
              	 
	
              	 
	By	 
	
              	Name:	 
	
              	Title:	 
	
              	 
	
              	 
	MUTUAL OF OMAHA INSURANCE COMPANY, as a
	1995 Noteholder
	
              	 
	
              	 
	By	 
	
              	Name:	 
	
              	Title:	 


      


      -29- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement

       

      
      

      
        	JACKSON
      NATIONAL LIFE INSURANCE COMPANY, as
    a
	2002 Noteholder and as a 2006
    Noteholder
	
              	
              	 
	By:	PPM America,
      Inc.,
	
              	as attorney in
      fact, on behalf of Jackson
	
              	National Life
      Insurance Company
	
              	
              	 
	
              	
              	 
	By   	 
	
              	Name:	
              
	
              	Title:	 
	
              	
              	 
	
              	
              	 
	JACKSON
      NATIONAL LIFE INSURANCE COMPANY OF
	NEW
      YORK, as a 2002 Noteholder
	
              	
              	 
	By:	PPM America,
      Inc.,
	
              	as attorney in
      fact, on behalf of Jackson
	
              	National Life
      Insurance Company of New York
	
              	
              	 
	
              	
              	 
	By	
              	 
	
              	Name:	 
	
              	Title:	 
	
              	
              	 
	
              	
              	 
	THE
      PRUDENTIAL ASSURANCE COMPANY LIMITED,
	as a 2002 Noteholder
	
              	
              	 
	By:	PPM America,
      Inc.,
	
              	as attorney in
      fact, on behalf of The
	
              	Prudential
      Assurance Company Limited
	
              	
              	 
	
              	
              	 
	By	
              	 
	
              	Name:	 
	
              	Title:	 


      

       

      -30- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	FIRST SUNAMERICA LIFE INSURANCE COMPANY
	AIG
      SUNAMERICA LIFE ASSURANCE COMPANY
	F.K.A
      AND D.B.A. ANCHOR NATIONAL LIFE
	INSURANCE COMPANY, as 2002
Noteholders


      


      
        	By:	AIG Global Investment
  Corp.,
	
              	investment adviser
	
              	 
	
              	 
	By   	 
	
              	Name:	 
	
              	Title:	 


      


      -31- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	GENWORTH LIFE INSURANCE COMPANY, as a
  2002
	Noteholder
	
              	 
	
              	 
	By   	 
	
              	Name:	 
	
              	Title:	 
	 
	 
	GENWORTH LIFE AND ANNUITY INSURANCE
	COMPANY, as a 2002 Noteholder
	
              	 
	
              	 
	By   	 
	
              	Name:	 
	
              	Title:	 


      

       

      -32- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement

       

      
        	TEACHERS INSURANCE AND ANNUITY ASSOCIATION
	OF AMERICA, as a 2002
      Noteholder
	
              	 
	
              	 
	By   	 
	
              	Name:	 
	
              	Title:	 


      



      
        	TIAA-CREF LIFE INSURANCE COMPANY, as a 2002
	Noteholder
	
              	 
	By:	Teachers Insurance and
    Annuity
	
              	Association of America, as
      Investment
	
              	Manager
	
              	 
	
              	 
	By   	 
	
              	Name:	 
	
              	Title:	 


      

       

      -33- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	NATIONWIDE LIFE INSURANCE COMPANY
	NATIONWIDE LIFE AND ANNUITY INSURANCE
	COMPANY
	PROVIDENT MUTUAL LIFE INSURANCE COMPANY, as
	2002 Noteholders
	
              	 
	
              	 
	By  	 
	
              	Name:	 
	
              	Title:	 


      


      -34- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	PACIFIC LIFE INSURANCE COMPANY, as a 2002
	Noteholder
	
              	 
	
              	 
	By  	 
	
              	Name:	 
	
              	Title:	 


      

      

        	
              	 
	By 
      	 
	
              	Name:	 
	
              	Title:	 


      


      -35- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
      

      
      

      
        	MASSACHUSETTS MUTUAL LIFE INSURANCE
	COMPANY, as a 2002
      Noteholder
	
              	
              	 
	By:	Babson Capital Management LLC
      as
	
              	Investment Adviser
	
              	
              	 
	
              	
              	 
	By  	 
	
              	Name:	
              
	
              	Title:	 
	
              	
              	 
	
              	
              	 
	C.M. LIFE INSURANCE COMPANY, as a
      2002
	Noteholder
	
              	
              	 
	By:	Babson Capital Management LLC
      as
	
              	Investment Sub-Adviser
	
              	
              	 
	
              	
              	 
	By	
              	 
	
              	Name:	 
	
              	Title:	 
	
              	
              	 
	
              	
              	 
	MASSMUTUAL ASIA LIMITED, as a 2002 Noteholder
	as a 2002 Noteholder
	
              	
              	 
	By:	Babson Capital Management LLC
      as
	
              	Investment Adviser
	
              	
              	 
	
              	
              	 
	By	
              	 
	
              	Name:	 
	
              	Title:	 


      

       

      -36- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	PRINCIPAL LIFE INSURANCE COMPANY, as a 2002
	Noteholder and a 2006
  Noteholder


      


      
        	By:	Principal Global Investors,
      LLC, a
	
              	Delaware limited liability
      company, its
	
              	authorized signatory
	
              	
              	 
	 	 	  
	By  	 
	
              	Name:	 
	
              	Title:	 
	
              	
              	 


      

      

        	By  	 
	
              	Name:	 
	
              	Title:	 


      


      -37- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	SYMETRA LIFE INSURANCE COMPANY, a Washington
	corporation, as a 2006
  Noteholder


      

       

      
        	By:	Principal Global Investors,
      LLC, a 
	
              	Delaware limited liability
      company, its
	
              	authorized
  signatory 
	
              	
              	 
	
              	
              	 
	By  	 
	
              	Name:	
              
	
              	Title:	 
	
              	
              	 


      

      

        	By  	 
	
              	Name:	
              
	
              	Title:	 


      


      -38- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	GIBRALTAR LIFE INSURANCE CO., LTD., as a 2006
	Noteholder


      

       

      
        	By:	Prudential Investment
      Management
	
              	(Japan), Inc., as Investment
      Manager
	
              	 
	By:	Prudential Investment
      Management, Inc.,
	
              	as Sub-Adviser
	
              	
              	 
	
              	
              	 
	By   	 
	
              	Name:  	
              
	
              	Title:	Vice
President


      


      -39- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	THE PRUDENTIAL INSURANCE COMPANY OF
	AMERICA, as a 2006
      Noteholder


      

      
 

      
        	By   	 
	
              	Name: 	
              
	
              	Title:	Vice President


      


      -40- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	MTL
      INSURANCE COMPANY, as a 2006
      Noteholder


      

       

      
        	By:	Prudential Private Placement
      Investors,
	
              	L.P. (as Investment
  Advisor)
	
              	 
	By:	Prudential Private Placement
      Investors,
	
              	L.P. (as its General
    Partner)
	
              	
              	 
	
              	
              	 
	By  	 
	
              	Name:  	
              
	
              	Title:	Vice
President 


      


      -41- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	SECURITY BENEFIT LIFE INSURANCE COMPANY,
	INC., as a 2006
      Noteholder



        	By:	Prudential Private Placement
      Investors,
	
              	L.P. (as Investment
  Advisor)
	
              	 
	By:	Prudential Private Placement
      Investors,
	
              	L.P. (as its General
    Partner)
	
              	
              	 
	
              	
              	 
	By  	 
	
              	Name:  	
              
	
              	Title:	Vice
President 




      -42- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	THE VARIABLE ANNUITY LIFE INSURANCE
	COMPANY
	AIG
      ANNUITY INSURANCE COMPANY, as 2006
	Noteholders



        	By:	AIG Global Investment Corp.,
      investment
	
              	adviser
	
              	
              	
              	 
	
              	
              	
              	 
	By   	 
	
              	Name:	
              
	
              	Title:	
              


      

       

      -43- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	THE GUARDIAN LIFE INSURANCE COMPANY OF
	AMERICA, as a 2006
      Noteholder




        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -44- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	BERKSHIRE LIFE INSURANCE COMPANY OF
	AMERICA, as a 2006
      Noteholder




        	By   	 
	
              	Name: 	 
	
              	Title:	 


      

       

      -45- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	
                TRANSAMERICA OCCIDENTAL LIFE INSURANCE

              
	
                COMPANY, as a 2006
  Noteholder

              


 

      
        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -46- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	AMERUS LIFE INSURANCE COMPANY, as a
  2006
	Noteholder



        	By:	Aviva Capital Management
      Group, Inc.,
	
              	its authorized attorney-in-fact
	
              	
              	  
	
              	
              	 
	By   	 
	
              	Name:	
              
	
              	Title:	
              


      


      -47- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	AMERICAN INVESTORS LIFE INSURANCE COMPANY,
	as a
      2006 Noteholder



        	By:	Aviva Capital Management
      Group, Inc.,
	
              	its authorized attorney-in-fact
	
              	
              	  
	
              	
              	 
	By   	 
	
              	Name:	
              
	
              	Title:	
              


      


      -48- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	INDIANAPOLIS LIFE INSURANCE COMPANY, as a
	2006
      Noteholder



        	By:	Aviva Capital Management
      Group, Inc.,
	
              	its authorized attorney-in-fact
	
              	
              	  
	
              	
              	 
	By   	 
	
              	Name:	
              
	
              	Title:	
              


      

       

      -49- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	GENWORTH LIFE AND ANNUITY INSURANCE
	COMPANY, as a 2006
      Noteholder


      


      
        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -50- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	LIFE INSURANCE COMPANY OF THE SOUTHWEST, as a
	2006
      Noteholder


 

        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -51- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	AMERITAS LIFE INSURANCE CORP. - CLOSED BLOCK,
	as a
      2006 Noteholder



        	By:	Ameritas Investment Advisors
      Inc., as
	
              	Agent
	
              	
              	  
	
              	
              	 
	By   	 
	
              	Name:  	Andrew S. White  
	
              	Title:	Vice President - Fixed Income
	
              	
              	    
  Securities


      


      -52- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	AMERITAS LIFE INSURANCE CORP., as a 2006
	Noteholder



        	By:	Ameritas Investment Advisors
      Inc., as
	
              	Agent
	
              	
              	  
	
              	
              	 
	By   	 
	
              	Name:  	Andrew S. White  
	
              	Title:	Vice President - Fixed Income
	
              	
              	    
  Securities


      


      -53- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	ACACIA LIFE INSURANCE COMPANY, as a 2006
	Noteholder



        	By:	Ameritas Investment Advisors
      Inc. as
	
              	Agent
	
              	
              	  
	
              	
              	 
	By   	 
	
              	Name:  	Andrew S. White  
	
              	Title:	Vice President - Fixed Income
	
              	
              	    
  Securities


      


      -54- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	EQUITRUST LIFE INSURANCE COMPANY, as a 2006
	Noteholder




        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -55- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	ASSURITY LIFE INSURANCE COMPANY, as a 2006
	Noteholder




        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -56- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	SECURITY FINANCIAL LIFE INSURANCE CO., as a
	2006
      Noteholder




        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -57- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	METROPOLITAN LIFE INSURANCE COMPANY, as a
	2007
      Noteholder


      



      
        	By   	 
	
              	Name: 	 
	
              	Title:	 


      



      
        	METROPOLITAN TOWER LIFE INSURANCE COMPANY,
	as a
      2007 Noteholder


      



      
        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -58- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	U.S.
      BANK NATIONAL ASSOCIATION




        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -59- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	U.S.
      BANK NATIONAL ASSOCIATION, as Collateral
	Agent




        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -60- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	WACHOVIA BANK, NATIONAL ASSOCIATION




        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -61- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	LASALLE BANK NATIONAL ASSOCIATION




        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -62- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	COMERICA BANK




        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -63- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	WELLS FARGO BANK, NATIONAL ASSOCIATION




        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -64- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	SOVEREIGN BANK




        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -65- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      
        	JPMORGAN CHASE BANK,
  N.A.




        	By   	 
	
              	Name: 	 
	
              	Title:	 


      


      -66- 

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

      ACKNOWLEDGMENT, CONSENT AND AGREEMENT 

       

           Each of Cabela’s Incorporated (the “Company”) 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 and (xviii)
Cabela’s Retail MO, LLC and (xix) Cabela’s Retail IL, Inc. (such subsidiaries
being “Co-Obligor Subsidiaries” and together with the Company, the “Obligors”) hereby: (a) acknowledges receipt of the foregoing
Fourth Amended and Restated Intercreditor Agreement, (b) agrees to be bound by
each of the obligations applicable to it set forth in the Fourth Amended and
Restated Intercreditor Agreement (including but not limited to the obligations
under Section 6.8), (c) believes it is in its best interests to have the Senior
Creditors (as defined in the Fourth Amended and Restated Intercreditor
Agreement) enter into the Fourth Amended and Restated Intercreditor Agreement
and to cooperate among themselves regarding their respective financial
relationships with the Obligors, (d) consents to the free exchange of
information among the Senior Creditors regarding their respective financial
relationships with the Obligors, including any and all information obtained from
any of the Obligors, (e) waives any claim of confidentiality with respect to the
exchange of information among the Senior Creditors, and (f) acknowledges and
agrees that pursuant to the Fourth Amended and Restated Intercreditor Agreement
(i) the Senior Creditors have agreed as set forth therein to share amounts
recovered under any of the Secured Documents and (ii) the Obligations
(including, without limitation, any amounts paid by or recovered from any
Obligor in satisfaction thereof) of any Senior Creditor shall be deemed to be
outstanding, except to the extent such Senior Creditor has received a
distribution of amounts from the Collateral Agent for application on the
Obligations pursuant to Section 3.2 of the Fourth Amended and Restated
Intercreditor Agreement.

       

      

      
      


      Fourth Amended and
Restated Intercreditor Agreement 

       

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


      


      
        	By:   	 
	
              	Name: 	Dennis Highby
	
              	Title:	President, CEO, or Manager


      
 

      
        	CABELA’S TROPHY PROPERTIES,
LLC


      
 

      
        	By:   	 
	
              	Name: 	Gregg Severinson
	
              	Title:	Vice President and Manager


      
 

      
        	CABELA’S RETAIL TX,
  L.P.


      
 

      
        	By:
      Cabela’s Retail GP, LLC
	Its:
      General Partner


      
 

      
        	By:   	 
	
              	Name: 	Dennis Highby
	
              	Title:	President