exhibit4-6.htm


     

    
      Exhibit 4.6

       

    

    
      	
              EXECUTION COPY
  

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

               

              $215,000,000
      

               

              5.99% Senior
      Notes, Series 2006-A, due February 27, 2016 

               

              ______________
      

               

              NOTE PURCHASE AGREEMENT
      

               

              _____________
      

               

              Dated February
      27, 2006 
 

               

            


    

     

    
      

    

    
    



    TABLE OF CONTENTS

     

    (Not a
part of the Agreement)

     

    
      	SECTION	     	HEADING	PAGE
	SECTION 1.	
            	AUTHORIZATION OF NOTES	2
	 
	SECTION 2.	
            	SALE AND PURCHASE OF
      NOTES	2
	 	
            	
            	
            
	     Section 2.1.	 	Purchase and Sale of Notes	2
	     Section 2.2.	 	Additional Series of Notes	2
	 
	SECTION 3.	
            	CLOSING	3
	 
	SECTION 4.	
            	CONDITIONS TO CLOSING	4
	 	
            	
            	
            
	     Section
      4.1.	 	Representations and Warranties	4
	     Section 4.2.	 	Performance; No Default	4
	     Section
      4.3.	 	Compliance Certificates	4
	     Section 4.4.	 	Opinions of Counsel	4
	     Section
      4.5.	 	Purchase Permitted by Applicable Law,
      etc.	5
	     Section 4.6.	 	Sale of Other Notes	5
	     Section
      4.7.	 	Payment of Special Counsel
Fees	5
	     Section 4.8.	 	Private Placement Number	5
	     Section
      4.9.	 	Changes in Corporate or Limited
      Liability Company or
	
            	
            	       Limited Partnership
      Structure	5
	     Section 4.10.	 	Funding Instructions	5
	     Section
      4.11.	 	Proceedings and Documents	5
	     Section 4.12.	 	Certain Related Transactions	6
	     Section
      4.13.	 	Conditions to Issuance of Additional
      Note	6
	 
	SECTION 5.	
            	REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS	6
	 	
            	
            
	     Section 5.1.	 	Organization; Power and Authority	6
	     Section 5.2.	 	Authorization, etc.	7
	     Section 5.3.	 	Disclosure	7
	     Section 5.4.	 	Organization and Ownership of Shares of
      Subsidiaries;
	
            	
            	       Affiliates	7
	     Section
      5.5.	 	Financial Statements	8
	     Section 5.6.	 	Compliance with Laws, Other Instruments, etc.	8
	     Section
      5.7.	 	Governmental Authorizations,
    etc.	8
	     Section 5.8.	 	Litigation; Observance of Agreements, Statutes and Orders	8
	     Section
      5.9.	 	Taxes	9
	     Section 5.10.	 	Title to Property; Leases	9
	     Section
      5.11.	 	Licenses, Permits, etc.	9
	     Section 5.12.	 	Compliance with ERISA	9


    


    -i-

     

    

    
    



    
      	    
      Section 5.13.	      	Private Offering by the
    Obligors	10
	    
      Section 5.14.	 	Use of Proceeds; Margin
      Regulations	11
	     Section
      5.15.	 	Existing Debt; Future Liens	11
	    
      Section 5.16.	 	 Foreign Assets Control Regulations,
      etc.	11
	     Section
      5.17.	 	Status under Certain Statutes	11
	    
      Section 5.18.	 	Environmental Matters	11
	     Section
      5.19.	 	Notes Rank Pari Passu	12
	 
	SECTION 6.	
            	REPRESENTATIONS OF THE PURCHASER	12
	 	
            	
            
	     Section 6.1.	 	Purchase for Investment	12
	     Section 6.2.	 	Source of Funds	12
	 
	SECTION 7.	
            	INFORMATION AS TO OBLIGORS	14
	 	
            	
            	
            
	     Section
      7.1.	 	Financial and Business
      Information	14
	    
      Section 7.2.	 	Officer’s Certificate	17
	     Section
      7.3.	 	Inspection	17
	 
	SECTION 8.	
            	PREPAYMENT OF THE NOTES	18
	 	
            	
            	
            
	    
      Section 8.1.	 	Required Prepayments	18
	     Section 8.2.	 	Optional Prepayments with Make-Whole
      Amount	18
	    
      Section 8.3.	 	Allocation of Partial Prepayments	18
	     Section 8.4.	 	Maturity; Surrender, etc.	19
	    
      Section 8.5.	 	Purchase of Notes	19
	     Section 8.6.	 	Make-Whole Amount	19
	 
	SECTION 9.	
            	AFFIRMATIVE COVENANTS	20
	 	
            	
            	
            
	     Section
      9.1.	 	Compliance with Law	20
	    
      Section 9.2.	 	Insurance	21
	     Section
      9.3.	 	Maintenance of Properties	21
	    
      Section 9.4.	 	Payment of Taxes and Claims	21
	     Section
      9.5.	 	Corporate or Limited Liability Company
      or Limited	
            
	
            	
            	      
      Partnership Existence,
      etc.	21
	    
      Section 9.6.	 	Nature of Business	22
	     Section
      9.7.	 	Notes to Rank Pari Passu	22
	    
      Section 9.8.	 	Designation, Joinder and Release of Subsidiaries	22
	     Section
      9.9.	 	Release of Amended and Restated
      Intercreditor Agreement	23
	 
	SECTION 10.	
            	NEGATIVE COVENANTS	24
	 	
            	
            	
            
	     Section
      10.1.	 	Transactions with Affiliates	24
	    
      Section 10.2.	 	Merger, Consolidation, etc.	24
	     Section
      10.3.	 	Liens	25
	     Section 10.4.	 	Priority Debt	27
	    
      Section 10.5.	 	Consolidated Adjusted Net
      Worth	27
	    
      Section 10.6.	 	Fixed Charges Coverage Ratio	27


    


    -ii-

     

    

    
    



    
      	     Section
10.7.	     	Consolidated Funded Debt to
      Capitalization	27
	     Section 10.8.	 	Sale of
      Assets, Etc.	27
	    
      Section 10.9.	 	Terrorism Sanctions Regulations	28
	
            	
            	 	
            
	SECTION 11.	
            	EVENTS OF DEFAULT	28
	 
	SECTION 12.	
            	REMEDIES ON DEFAULT, ETC.	30
	
            	
            	 	
            
	     Section
12.1.	 	Acceleration	30
	     Section 12.2.	 	Other
      Remedies	30
	    
      Section 12.3.	 	Rescission	31
	     Section 12.4.	 	No
      Waivers or Election of Remedies, Expenses, etc.	31
	
            	
            	 
	SECTION 13.	
            	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	31
	
            	
            	 
	     Section 13.1.	 	Registration of Notes	31
	     Section 13.2.	 	Transfer and Exchange of Notes	32
	     Section
      13.3.	 	Replacement of Notes	32
	
            	
            	 	
            
	SECTION 14.	
            	PAYMENTS ON NOTES	32
	
            	
            	 	
            
	     Section 14.1.	 	Place of Payment	32
	     Section 14.2.	 	Home
      Office Payment	33
	
            	
            	 	
            
	SECTION 15.	
            	EXPENSES, ETC.	33
	
            	
            	 	
            
	     Section 15.1.	 	Transaction Expenses	33
	     Section 15.2.	 	Survival	33
	
            	
            	  	
            
	SECTION 16.	
            	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE	
            
	
            	
            	AGREEMENT	34
	 
	SECTION 17.	
            	AMENDMENT AND WAIVER	34
	
            	
            	 	
            
	     Section 17.1.	 	Requirements	34
	     Section 17.2.	 	Solicitation of Holders of Notes	34
	     Section 17.3.	 	Binding Effect, etc.	35
	     Section 17.4.	 	Notes
      Held by Obligors, etc.	35
	
            	
            	 	
            
	SECTION 18.	
            	NOTICES	35
	 
	SECTION 19.	
            	REPRODUCTION OF DOCUMENTS	36
	 
	SECTION 20.	
            	CONFIDENTIAL INFORMATION	36
	  
	SECTION 21.	
            	SUBSTITUTION OF PURCHASER	37


    


    -iii- 

     

    

    
    



    
      	SECTION 22.	      	MISCELLANEOUS	37
	  	
            	
            	 
	     Section 22.1.
    	
            	Successors and Assigns	37
	     Section
22.2.	
            	Payments Due on Non-Business Days	37
	     Section
      22.3. 	 	Severability	37
	     Section
      22.4. 	
            	Construction	37
	     Section 22.5.
    	
            	Counterparts	38
	     Section 22.6.
      	
            	Governing Law	38
	 	 
	Signature	
            	
            	39


    


    -iv- 

     

    

    
    



    
      	SCHEDULE A 	    
    	—	    
    	Information Relating to Purchasers
	 	
            	
            	
            	
            
	SCHEDULE B 	
            	—	
            	Defined Terms
	 	
            	
            	
            	
            
	SCHEDULE 5.4 	
            	—	
            	Subsidiaries of the Company and Ownership of
      Subsidiary Stock
	 	
            	
            	
            	
            
	SCHEDULE 5.5 	
            	—	
            	Financial Statements
	 	
            	
            	
            	
            
	SCHEDULE 5.15 	
            	—	
            	Existing Debt
	 	
            	
            	
            	
            
	EXHIBIT 1 	
            	—	
            	Form of 5.99% Senior Note, Series 2006-A, due
      February 27, 2016
	 	
            	
            	
            	
            
	EXHIBIT 4.4(a)	
            	—	
            	Form of Opinion of Special Counsel for the
      Obligors
	 	
            	
            	
            	
            
	EXHIBIT 4.4(b)	
            	—	
            	Form of Opinion of Special Counsel for the
      Purchasers
	 	
            	
            	
            	
            
	EXHIBIT 9.8(d)	
            	—	
            	Form of Joinder Agreement
	 	
            	
            	
            	
            
	Exhibit S 	
            	—	
            	Form of Supplement to Note Purchase
      Agreement


    


    -v- 

     

    

    
    



    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 

     

    ONE CABELA DRIVE 
SIDNEY, NEBRASKA 64160 

     

    $215,000,000 5.99% Senior
Notes, Series 2006-A, due February 27, 2016 

     

    Dated as of 
February 27,
2006 

     

    TO EACH OF THE PURCHASERS LISTED IN 
 
THE ATTACHED SCHEDULE A: 

     

    Ladies and Gentlemen:


     

         CABELA’S INCORPORATED, a Delaware
corporation (the “Company”), CABELA’S CATALOG, INC., a Nebraska corporation
(“Catalog”), CABELA’S RETAIL, INC., a Nebraska corporation
(“Retail”), CABELA’S OUTDOOR ADVENTURES,
INC., a Nebraska corporation
(“Adventures”), CABELAS.COM,
INC., a Nebraska corporation
(“Cabelas.com”), CABELA’S WHOLESALE, INC., a Nebraska corporation
(“Wholesale”), CABELA’S VENTURES, INC., a Nebraska corporation
(“Ventures”), Wild Wings, LLC, a Minnesota limited liability
company (“Wild Wings”), Cabela’s Lodging, LLC, a Nebraska limited
liability company (“Lodging”), VAN
DYKE SUPPLY COMPANY, INC., a South Dakota corporation
(“Van Dyke”), Cabela’s Marketing and Brand Management, Inc., a
Nebraska corporation (“Marketing”), Cabela’s Retail LA, LLC, a Nebraska limited
liability company (“Retail LA”),
Cabela’s Trophy Properties, LLC, a Nebraska limited liability company (“Trophy”), Original Creations, LLC, a Minnesota
limited liability company (“Creations”),
Cabela’s Retail TX, L.P., a Nebraska limited partnership (“Retail TX”), Cabela’s Retail GP, LLC, a
Nebraska limited liability company (“Retail
GP”), Legacy Trading Company, a South Dakota corporation (“Legacy”), CRLP, LLC, a Nebraska limited
liability company (“CRLP”), Cabela’s
Retail MO, LLC, a Nebraska limited liability company (“Retail MO” and, together with the Company,
Catalog, Retail, Adventures, Cabelas.com, Wholesale, Ventures, Wild Wings,
Lodging, Van Dyke, Marketing, Retail LA, Trophy, Creations, Retail TX, Retail
GP, Legacy and CRLP are, individually, referred to as an “Obligor” and,
collectively, as the “Obligors”) jointly
and severally agree with you as follows:

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    SECTION
1. AUTHORIZATION OF NOTES. 

     

         The Obligors will authorize the issue and sale of
$215,000,000 aggregate principal amount of their 5.99% Senior Notes, Series
2006-A, due February 27, 2016 (the “Series 2006-A Notes”). The Series 2006-A Notes, together with each series
of Additional Notes which may from time to time be issued pursuant to the
provisions of Section 2.2, are collectively referred to as the “Notes” (such term to include any such notes issued in
substitution therefor pursuant to Section 13 of this Agreement or the Other
Agreements (as hereinafter defined)). The Series 2006-A Notes shall be
substantially in the form set out in Exhibit 1, with such changes therefrom, if
any, as may be approved by you and the Obligors. Certain capitalized terms used
in this Agreement are defined in Schedule B; references to a “Schedule” or an
“Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached
to this Agreement. 

     

    SECTION
2. SALE AND PURCHASE OF NOTES.


     

         Section 2.1. Purchase and Sale of
Notes. Subject to the terms and
conditions of this Agreement, the Obligors will issue and sell to you and you
will purchase from the Obligors, at the Closing provided for in Section 3, the
Series 2006-A Notes in the principal amount specified opposite your name in
Schedule A at the purchase price of 100% of the principal amount thereof.
Contemporaneously with entering into this Agreement, the Obligors are entering
into separate Note Purchase Agreements (the “Other Agreements”) identical with this Agreement with each of the
other purchasers named in Schedule A (the “Other Purchasers”), providing for the sale at such Closing to each of
the Other Purchasers of the Series 2006-A Notes in the principal amount
specified opposite its name in Schedule A. Your obligation hereunder, and the
obligations of the Other Purchasers under the Other Agreements, are several and
not joint obligations, and you shall have no obligation under any Other
Agreement and no liability to any Person for the performance or nonperformance
by any Other Purchaser thereunder. 

     

         Section 2.2. Additional Series of
Notes. The Obligors may, from
time to time, in their sole discretion, but subject to the terms hereof, issue
and sell one or more additional series of their unsecured promissory notes under
the provisions of this Agreement pursuant to a supplement (a “Supplement”) substantially in the form of Exhibit S (with such
modifications, if any, in the names of the Obligors as may be necessary to
properly identify the Obligors at the time of delivery of any such Supplement
and the related Additional Notes (defined below)).

     

    -2- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    Each additional series of Notes (the “Additional Notes”) issued pursuant to a Supplement shall
be subject to the following terms and conditions:

     

         (i)
each series of Additional Notes, when so issued, shall be differentiated from
all previous series by sequential numerical designation inscribed
thereon;

     

         (ii) Additional Notes of the same series
may consist of more than one different and separate tranches and may differ with
respect to outstanding principal amounts, maturity dates, interest rates and
premiums, if any, and price and terms of redemption or payment prior to
maturity, but all such different and separate tranches of the same series shall
vote as a single class and constitute one series;

     

         (iii) each series of Additional Notes shall
be dated the date of issue, bear interest at such rate or rates, mature on such
date or dates, be subject to such mandatory and optional prepayment on the dates
and at the premiums, if any, have such additional or different conditions
precedent to closing, such representations and warranties and such additional
covenants as shall be specified in the Supplement under which such Additional
Notes are issued and upon execution of any such Supplement, this Agreement shall
be amended to reflect such additional covenants without further action on the
part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to
the benefit of all holders of Notes so long as any Additional Notes issued
pursuant to such Supplement remain outstanding;

     

         (iv) each series of Additional Notes issued
under this Agreement shall be in substantially the form of Exhibit 1 to Exhibit
S hereto with such variations, omissions and insertions as are necessary or
permitted hereunder;

     

         (v)
the minimum principal amount of any Additional Note originally issued under a
Supplement shall be $5,000,000;

     

         (vi) all Additional Notes shall mature more
than one year after the issuance thereof and shall constitute Funded Debt of the
Company and shall rank pari passu with all other
outstanding Notes; and

     

         (vii) no Additional Notes shall be issued
hereunder if at the time of issuance thereof and after giving effect to the
application of the proceeds thereof, any Default or Event of Default shall have
occurred and be continuing.

     

    SECTION 3. CLOSING.

     

         The sale and purchase of the Series 2006-A
Notes to be purchased by you and the Other Purchasers shall occur at the offices
of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603, at
10:00 A.M. Chicago time, at a closing (the “Closing”) on February 27, 2006 or on such other Business
Day thereafter on or prior to February 28, 2006 as may be agreed upon by the
Obligors and you and the Other Purchasers. At the Closing the Obligors will
deliver to you the Notes to be purchased by you in the form of a single Note (or
such greater number of Notes in denominations of at least $250,000 as you may
request) dated the date of the Closing and registered in your name (or in the
name of your nominee), against delivery by you to the Obligors or their order of
immediately available funds in the amount of the purchase price therefor by wire
transfer of immediately available funds for the account of the Obligors to
account number 149401303867 at US Bank, 233 South 13th Street, Lincoln, Nebraska
68508, ABA No. 104000029, Swift Code: USBKUS441MT, Account Name: Cabela’s Inc.
If at the Closing the Obligors shall fail to tender such Notes to you as
provided above in this Section 3, or any of the conditions specified in Section
4 shall not have been fulfilled to your satisfaction, you shall, at your
election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights you may have by reason of such failure or such
nonfulfillment.

     

    -3-

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    SECTION
4. CONDITIONS TO CLOSING. 

     

         Your obligation to purchase and pay for the Series
2006-A Notes to be sold to you at the Closing is subject to the fulfillment to
your satisfaction, prior to or at the Closing, of the following conditions:


     

         Section 4.1. Representations and
Warranties. The representations
and warranties of each of the Obligors in this Agreement shall be correct when
made and at the time of the Closing. 

     

         Section 4.2. Performance; No
Default. Each of the Obligors
shall have performed and complied with all agreements and conditions contained
in this Agreement required to be performed or complied with by it prior to or at
the Closing, and after giving effect to the issue and sale of the Notes (and the
application of the proceeds thereof as contemplated by Section 5.14), no Default
or Event of Default shall have occurred and be continuing. No Obligor nor any
Subsidiary shall have entered into any transaction since the date of the
Memorandum that would have been prohibited by Section 10 hereof had such Section
applied since such date. 

     

         Section 4.3. Compliance
Certificates. 

     

         (a) Officer’s Certificate. Each of the Obligors shall have delivered to you an
Officer’s Certificate, dated the date of the Closing, certifying that the
conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.


     

         (b) Secretary’s Certificate. Each of the Obligors shall have delivered to you a
certificate certifying as to the resolutions attached thereto and other
corporate or limited liability company or limited partnership proceedings
relating to the authorization, execution and delivery of the Notes and the
Agreements. 

     

         Section 4.4. Opinions of
Counsel. You shall have received
opinions in form and substance satisfactory to you, dated the date of the
Closing (a) from Koley Jessen, P.C., counsel for the Obligors, covering the
matters set forth in Exhibit 4.4(a) and covering such other matters incident to
the transactions contemplated hereby as you or your counsel may reasonably
request (and the Obligors hereby instruct their counsel to deliver such opinion
to you) and (b) from Chapman and Cutler LLP, your special counsel in connection
with such transactions, substantially in the form set forth in Exhibit 4.4(b)
and covering such other matters incident to such transactions as you may
reasonably request.

     

    -4- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


         Section 4.5. Purchase Permitted by
Applicable Law, etc. On the date
of the Closing your purchase of Notes shall (i) be permitted by the laws and
regulations of each jurisdiction to which you are subject, without recourse to
provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting
limited investments by insurance companies without restriction as to the
character of the particular investment, (ii) not violate any applicable law or
regulation (including, without limitation, Regulation T, U or X of the Board of
Governors of the Federal Reserve System) and (iii) not subject you to any tax,
penalty or liability under or pursuant to any applicable law or regulation,
which law or regulation was not in effect on the date hereof. If requested by
you, you shall have received an Officer’s Certificate certifying as to such
matters of fact as you may reasonably specify to enable you to determine whether
such purchase is so permitted. 

     

         Section 4.6. Sale of Other
Notes. Contemporaneously with the
Closing, the Obligors shall sell to the Other Purchasers, and the Other
Purchasers shall purchase, the Notes to be purchased by them at the Closing as
specified in Schedule A. 

     

         Section 4.7. Payment of Special
Counsel Fees. Without limiting
the provisions of Section 15.1, the Obligors shall have paid on or before the
Closing the fees, charges and disbursements of your special counsel referred to
in Section 4.4 to the extent reflected in a statement of such counsel rendered
to the Obligors at least one Business Day prior to the Closing. 

     

         Section 4.8. Private Placement
Number. A Private Placement
Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with
the Securities Valuation Office of the National Association of Insurance
Commissioners) shall have been obtained for the Notes. 

     

         Section 4.9. Changes in Corporate or
Limited Liability Company or Limited Partnership Structure. No Obligor shall have changed its jurisdiction of
incorporation or organization or been a party to any merger or consolidation and
no Obligor shall have succeeded to all or any substantial part of the
liabilities of any other entity, at any time following the date of the most
recent financial statements referred to in Schedule 5.5. 

     

         Section 4.10.
Funding Instructions. At least three Business Days prior to the date of the
Closing, you shall have received written instructions executed by a Responsible
Officer of the Company directing the manner of the payment of funds and setting
forth (i) the name and address of the transferee bank, (ii) such transferee
bank’s ABA number, (iii) the account name and number into which the purchase
price for the Notes is to be deposited, and (iv) the name and telephone number
of the account representative responsible for verifying receipt of such funds.


     

         Section 4.11. Proceedings and
Documents. All corporate or
limited liability company or limited partnership and other proceedings in
connection with the transactions contemplated by this Agreement 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.

     

    -5- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


         Section 4.12. Certain Related
Transactions. The Amended and
Restated Intercreditor Agreement shall be in full force and effect and shall be
satisfactory in form and substance to you. 

     

         Section 4.13. Conditions to Issuance
of Additional Notes. The
obligations of the Additional Purchasers to purchase any Additional Notes shall
be subject to the following conditions precedent, in addition to the conditions
specified in the Supplement pursuant to which such Additional Notes may be
issued:

     

         (a) Compliance Certificate. A duly authorized Senior Financial Officer of each
of the Obligors shall execute and deliver to each Additional Purchaser and each
holder of Notes an Officer’s Certificate dated the date of issue of such series
of Additional Notes stating that such officer has reviewed the provisions of
this Agreement (including any Supplements hereto) and setting forth the
information and computations (in sufficient detail) required in order to
establish whether such Obligor is in compliance with the requirements of Section
10 on such date.

     

         (b) Execution and Delivery of
Supplement. Each Obligor and each
such Additional Purchaser shall execute and deliver a Supplement substantially
in the form of Exhibit S hereto. 

     

         (c) Representations of Additional
Purchasers. Each Additional
Purchaser shall have confirmed in the Supplement that the representations set
forth in Section 6 are true with respect to such Additional Purchaser on and as
of the date of issue of the Additional Notes. 

     

    SECTION
5.
REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS. 

     

         Each Obligor, jointly
and severally, represents and warrants to you that: 

     

         Section 5.1. Organization; Power and
Authority. Each Obligor is a
corporation or 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 is duly qualified as a foreign corporation or
limited liability company or limited partnership and is in good standing in each
jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Each Obligor has the corporate or limited liability
company or limited partnership power and authority to own or hold under lease
the properties it purports to own or hold under lease, to transact the business
it transacts and proposes to transact, to execute and deliver this Agreement and
the Other Agreements and the Notes and to perform the provisions hereof and
thereof. 

     

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      	Cabela’s Incorporated, et al.	Note
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         Section 5.2. Authorization,
etc. This Agreement, the Other
Agreements and the Notes have been duly authorized by all necessary corporate or
limited liability company or limited partnership action on the part of each
Obligor, and this Agreement constitutes, and upon execution and delivery thereof
each Note will constitute, a legal, valid and binding obligation of each Obligor
enforceable against such Obligor in accordance with its terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).


     

         Section 5.3.
Disclosure. The Company, through
its agents, SPP Capital Partners, LLC, and US Bank, N.A., has delivered to you
and each Other Purchaser a copy of a Confidential Direct Placement Memorandum,
dated December 2005 (the “Memorandum”), relating to the transactions contemplated hereby.
The Memorandum fairly describes, in all material respects, the general nature of
the business and principal properties of the Company and its Subsidiaries. This
Agreement, the Memorandum and the financial statements listed in Schedule 5.5,
taken as a whole, do not contain any untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein not
misleading in light of the circumstances under which they were made. Since
January 1, 2005, there has been no change in the financial condition,
operations, business, properties or prospects of the Obligors and their
respective Subsidiaries except changes that individually or in the aggregate
could not reasonably be expected to have a Material Adverse Effect. There is no
fact known to any Obligor that could reasonably be expected to have a Material
Adverse Effect that has not been set forth herein or in the Memorandum.


     

         Section 5.4. Organization and
Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein)
complete and correct lists (i) of each Obligor’s Subsidiaries, showing, as to
each Subsidiary, the correct name thereof, the jurisdiction of its organization,
and the percentage of shares of each class of its capital stock or similar
equity interests outstanding owned by each Obligor and each other Subsidiary,
(ii) of each Obligor’s Affiliates, other than Subsidiaries, and (iii) of each
Obligor’s directors and senior officers. 

     

         (b) All of the
outstanding shares of capital stock or similar equity interests of each
Subsidiary shown in Schedule 5.4 as being owned by the Obligors and their
Subsidiaries have been validly issued, are fully paid and nonassessable and, in
all cases, are owned by the Obligors or another Subsidiary free and clear of any
Lien (except as otherwise disclosed in Schedule 5.4). 

     

         (c) Each Subsidiary
identified in Schedule 5.4 is a corporation or other legal entity duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and is duly qualified as a foreign corporation or
other legal entity and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. Each such
Subsidiary has the corporate or other power and authority to own or hold under
lease the properties it purports to own or hold under lease and to transact the
business it transacts and proposes to transact. 

     

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         (d) No Subsidiary is a
party to, or otherwise subject to, any legal restriction or any agreement (other
than this Agreement, the agreements listed on Schedule 5.4 and customary
limitations imposed by corporate law or limited liability company or limited
partnership statutes) restricting the ability of such Subsidiary to pay
dividends out of profits or make any other similar distributions of profits to
the Company or any of its Subsidiaries that owns outstanding shares of capital
stock or similar equity interests of such Subsidiary. 

     

         Section 5.5. Financial
Statements. The Company has
delivered to each Purchaser copies of the financial statements of the Company
and its Subsidiaries listed on Schedule 5.5. All of said financial statements
(including in each case the related schedules and notes) fairly present in all
material respects the consolidated financial position of the Company and its
Subsidiaries as of the respective dates specified in such Schedule and the
consolidated results of their operations and cash flows for the respective
periods so specified and have been prepared in accordance with GAAP consistently
applied throughout the periods involved except as set forth in the notes thereto
(subject, in the case of any interim financial statements, to normal year-end
adjustments). 

     

         Section 5.6. Compliance with Laws,
Other Instruments, etc. The
execution, delivery and performance by each Obligor of this Agreement and the
Notes will not (i) contravene, result in any breach of, or constitute a default
under, or result in the creation of any Lien in respect of any property of any
Obligor or any Subsidiary of any Obligor under, any indenture, mortgage, deed of
trust, loan, purchase or credit agreement, lease, corporate charter or by-laws,
articles of organization or operating agreement, or any other agreement or
instrument to which any Obligor or any Subsidiary of any Obligor is bound or by
which any Obligor or any Subsidiary of any Obligor or any of their respective
properties may be bound or affected, (ii) conflict with or result in a breach of
any of the terms, conditions or provisions of any order, judgment, decree, or
ruling of any court, arbitrator or Governmental Authority applicable to any
Obligor or any Subsidiary of any Obligor or (iii) violate any provision of any
statute or other rule or regulation of any Governmental Authority applicable to
any Obligor or any Subsidiary of any Obligor. 

     

         Section 5.7. Governmental
Authorizations, etc. No consent,
approval or authorization of, or registration, filing or declaration with, any
Governmental Authority is required in connection with the execution, delivery or
performance by any Obligor of this Agreement or the Notes. 

     

         Section 5.8. Litigation; Observance of Agreements,
Statutes and Orders. (a) There
are no actions, suits or proceedings pending or, to the knowledge of any
Obligor, threatened against or affecting any Obligor or any Subsidiary of any
Obligor or any property of any Obligor or any Subsidiary of any Obligor in any
court or before any arbitrator of any kind or before or by any Governmental
Authority that, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect. 

     

         (b) No Obligor nor any
Subsidiary of any Obligor is in default under any term of any agreement or
instrument to which it is a party or by which it is bound, or any order,
judgment, decree or ruling of any court, arbitrator or Governmental Authority or
is in violation of any applicable law, ordinance, rule or regulation (including
without limitation Environmental Laws) of any Governmental Authority, which
default or violation, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

     

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      	Cabela’s Incorporated, et al.	Note
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         Section 5.9.
Taxes. Each Obligor and each of
its Subsidiaries have filed all tax returns that are required to have been filed
in any jurisdiction, and have paid all taxes shown to be due and payable on such
returns and all other taxes and assessments levied upon them or their
properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent,
except for any taxes and assessments (i) the amount of which is not individually
or in the aggregate Material or (ii) the amount, applicability or validity of
which is currently being contested in good faith by appropriate proceedings and
with respect to which such Obligor or such Subsidiary, as the case may be, has
established adequate reserves in accordance with GAAP. No Obligor knows of no
basis for any other tax or assessment that could reasonably be expected to have
a Material Adverse Effect. The charges, accruals and reserves on the books of
each Obligor and each of its Subsidiaries in respect of Federal, state or other
taxes for all fiscal periods are adequate. The Federal income tax liabilities of
each Obligor and each of its Subsidiaries have been determined by the Internal
Revenue Service and paid for all tax years up to and including the tax year
ended September 29, 2004. 

     

         Section 5.10. Title to
Property; Leases. Each Obligor
and each of its Subsidiaries have good and sufficient title to their respective
properties, including all such properties reflected in the most recent audited
balance sheet referred to in Section 5.5 or purported to have been acquired by
any Obligor or any Subsidiary after said date (except as sold or otherwise
disposed of in the ordinary course of business), in each case free and clear of
Liens prohibited by this Agreement. All leases that individually or in the
aggregate are Material are valid and subsisting and are in full force and effect
in all material respects. 

     

         Section 5.11. Licenses,
Permits, etc. (a) Each Obligor
and each of its Subsidiaries own or possess all licenses, permits, franchises,
authorizations, patents, copyrights, service marks, trademarks and trade names,
or rights thereto, that individually or in the aggregate are Material, without
known conflict with the rights of others; 

     

         (b)
to the best knowledge of each Obligor, no product of any Obligor infringes in
any Material respect any license, permit, franchise, authorization, patent,
copyright, service mark, trademark, trade name or other right owned by any other
Person; and 

     

         (c)
to the best knowledge of each Obligor, there is no Material violation by any
Person of any right of any Obligor or any of its Subsidiaries with respect to
any patent, copyright, service mark, trademark, trade name or other right owned
or used by any Obligor or any of its Subsidiaries. 

     

         Section 5.12. Compliance
with ERISA. (a) Each Obligor and
each of its ERISA Affiliates has operated and administered each Plan in
compliance with all applicable laws except for such instances of noncompliance
as have not resulted in and could not reasonably be expected to result in a
Material Adverse Effect. No Obligor nor any ERISA Affiliate has incurred any
liability pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans (as defined in section
3 of ERISA), and no event, transaction or condition has occurred or exists that
could reasonably be expected to result in the incurrence of any such liability
by any Obligor or any ERISA Affiliate, or in the imposition of any Lien on any
of the rights, properties or assets of any Obligor or any ERISA Affiliate, in
either case pursuant to Title I or IV of ERISA or to such penalty or excise tax
provisions or to section 401(a)(29) or 412 of the Code, other than such
liabilities or Liens as would not be individually or in the aggregate
Material.

     

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      	Cabela’s Incorporated, et al.	Note
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         (b)
The present value of the aggregate benefit liabilities under each of the Plans
(other than Multiemployer Plans), determined as of the end of such Plan’s most
recently ended plan year on the basis of the actuarial assumptions specified for
funding purposes in such Plan’s most recent actuarial valuation report, did not
exceed the aggregate current value of the assets of such Plan allocable to such
benefit liabilities by more than $1,000,000 in the case of any single Plan and
by more than $5,000,000 in the aggregate for all Plans. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA
and the terms “current value” and “present value” have the meanings specified in section 3 of ERISA.


     

         (c)
No Obligor nor any of its ERISA Affiliates has incurred withdrawal liabilities
(nor is subject to contingent withdrawal liabilities) under section 4201 or 4204
of ERISA in respect of Multiemployer Plans that individually or in the aggregate
are Material. 

     

         (d)
The expected post-retirement benefit obligation (determined as of the last day
of each Obligor’s most recently ended fiscal year in accordance with Financial
Accounting Standards Board Statement No. 106, without regard to liabilities
attributable to continuation coverage mandated by section 4980B of the Code) of
each Obligor and its Subsidiaries is not Material. 

     

         (e)
The execution and delivery of this Agreement and the issuance and sale of the
Notes hereunder will not involve any transaction that is subject to the
prohibitions of section 406 of ERISA or in connection with which a tax could be
imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by
each Obligor in the first sentence of this Section 5.12(e) is made in reliance
upon and subject to the accuracy of your representation in Section 6.2 as to the
sources of the funds used to pay the purchase price of the Notes to be purchased
by you. 

     

         Section 5.13. Private
Offering by the Obligors. No
Obligor nor anyone acting on its behalf has offered the Notes or any similar
securities for sale to, or solicited any offer to buy any of the same from, or
otherwise approached or negotiated in respect thereof with, any Person other
than you, the Other Purchasers and not more than 46 other Institutional
Investors, each of which has been offered the Notes at a private sale for
investment. No Obligor nor anyone acting on its behalf has taken, or will take,
any action that would subject the issuance or sale of the Notes to the
registration requirements of Section 5 of the Securities Act. 

     

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      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


         Section 5.14. Use of
Proceeds; Margin Regulations. The
Obligors will apply the proceeds of the sale of the Notes to re-finance existing
Senior Debt and for general corporate or limited liability company or limited
partnership purposes. No part of the proceeds from the sale of the Notes
hereunder will be used, directly or indirectly, for the purpose of buying or
carrying any margin stock within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System (12 CFR 207), or for the purpose of
buying or carrying or trading in any securities under such circumstances as to
involve the Obligors in a violation of Regulation X of said Board (12 CFR 224)
or to involve any broker or dealer in a violation of Regulation T of said Board
(12 CFR 220). Margin stock does not constitute more than 1.00% of the value of
the consolidated assets of the Obligors and their Subsidiaries and the Obligors
do not have any present intention that margin stock will constitute more than
1.00% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said
Regulation U. 

     

         Section 5.15. Existing Debt;
Future Liens. (a) Schedule 5.15
sets forth a complete and correct list of all outstanding Debt of the Obligors
and their Subsidiaries as of December 31, 2005 (unless a more recent date is
indicated on the schedule), since which date there has been no Material change
in the amounts (except for the outstanding amounts owed to the Banks under the
Credit Agreement, described in Schedule 5.15), interest rates, sinking funds,
installment payments or maturities of the Debt of the Obligors or their
Subsidiaries. No Obligor nor any of its Subsidiaries is in default and no waiver
of default is currently in effect, in the payment of any principal or interest
on any Debt of any Obligor or such Subsidiary and no event or condition exists
with respect to any Debt of any Obligor or any Subsidiary that would permit (or
that with notice or the lapse of time, or both, would permit) one or more
Persons to cause such Debt to become due and payable before its stated maturity
or before its regularly scheduled dates of payment. 

     

         (b)
Except as disclosed in Schedule 5.15, no Obligor nor any of its Subsidiaries has
agreed or consented to cause or permit in the future (upon the happening of a
contingency or otherwise) any of its property, whether now owned or hereafter
acquired, to be subject to a Lien not permitted by Section 10.3. 

     

         Section 5.16. Foreign Assets
Control Regulations, etc. Neither
the sale of the Notes by the Obligors hereunder nor their use of the proceeds
thereof will violate the Trading with the Enemy Act, as amended, or any of the
foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto. 

     

         Section 5.17. Status under
Certain Statutes. No Obligor nor
any of its Subsidiaries is an “investment company” registered or required to be
registered under the Investment Company Act of 1940, as amended, or is subject
to regulation under the Public Utility Holding Company Act of 1935, as amended,
the ICC Termination Act of 1995, as amended, or the Federal Power Act, as
amended. No Obligor nor any of its Subsidiaries is a person or entity described
by (i) Section 1 of the Anti-Terrorism Order or (ii) the Department of Treasury
Rule, and no Obligor nor any of its subsidiaries is in violation of Executive
Order 13224. 

     

         Section 5.18. Environmental
Matters. No Obligor nor any of
its Subsidiaries has knowledge of any claim or has received any notice of any
claim, and no proceeding has been instituted raising any claim against any
Obligor or any of its Subsidiaries or any of their respective real properties
now or formerly owned, leased or operated by any of them or other assets,
alleging any damage to the environment or violation of any Environmental Laws,
except, in each case, such as could not reasonably be expected to result in a
Material Adverse Effect. Except as otherwise disclosed to you in
writing:

     

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      	Cabela’s Incorporated, et al.	Note
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         (a)
no Obligor nor any of its Subsidiaries has knowledge of any facts which would
give rise to any claim, public or private, of violation of Environmental Laws or
damage to the environment emanating from, occurring on or in any way related to
real properties now or formerly owned, leased or operated by any of them or to
other assets or their use, except, in each case, such as could not reasonably be
expected to result in a Material Adverse Effect; 

     

         (b)
no Obligor nor any of its Subsidiaries has stored any Hazardous Materials on
real properties now or formerly owned, leased or operated by any of them or has
disposed of any Hazardous Materials in a manner contrary to any Environmental
Laws in each case in any manner that could reasonably be expected to result in a
Material Adverse Effect; and 

     

         (c)
all buildings on all real properties now owned, leased or operated by any
Obligor or any of its Subsidiaries are in compliance with applicable
Environmental Laws, except where failure to comply could not reasonably be
expected to result in a Material Adverse Effect. 

     

         Section 5.19. Notes Rank
Pari Passu. The obligations of
each Obligor under this Agreement and the Notes rank at least pari passu in right of payment with all other senior unsecured
Debt (actual or contingent) of such Obligor, including, without limitation, all
senior unsecured Debt of such Obligor described in Schedule 5.15 hereto. Each
Subsidiary which is a borrower or guarantor under the Credit Agreement as of the
date of Closing is an Obligor hereunder.

     

    SECTION
6. REPRESENTATIONS OF THE
PURCHASER. 

     

         Section 6.1. Purchase for
Investment. You represent that
you are purchasing the Notes for your own account or for one or more separate
accounts maintained by you or for the account of one or more pension or trust
funds and not with a view to the distribution thereof, provided that the disposition of your or their property shall
at all times be within your or their control. You understand that the Notes have
not been registered under the Securities Act and may be resold only if
registered pursuant to the provisions of the Securities Act or if an exemption
from registration is available, except under circumstances where neither such
registration nor such an exemption is required by law, and that the Obligors are
not required to register the Notes. 

     

         Section 6.2. Source of
Funds. You represent that at
least one of the following statements is an accurate representation as to each
source of funds (a “Source”) to be used by you to pay the purchase price of the
Notes to be purchased by you hereunder: 

     

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              Cabela’s Incorporated, et al. 

            	
              Note Purchase Agreement
      

            


    

     

         (a) the Source is an “insurance company general
account” within the meaning of Department of Labor Prohibited Transaction
Exemption (“PTE”)
95-60 (issued July 12, 1995) and there is no employee benefit plan, treating as
a single plan, all plans maintained by the same employer or employee
organization, with respect to which the amount of the general account reserves
and liabilities for all contracts held by or on behalf of such plan, exceed ten
percent (10%) of the total reserves and liabilities of such general account
(exclusive of separate account liabilities) plus surplus, as set forth in the
NAIC Annual Statement filed with your state of domicile; or

     

         (b) the Source is either (i) an insurance company
pooled separate account, within the meaning of PTE 90-1 (issued January 29,
1990), or (ii) a bank collective investment fund, within the meaning of the PTE
91-38 (issued July 12, 1991) and, except as you have disclosed to the Obligors
in writing pursuant to this paragraph (b), no employee benefit plan or group of
plans maintained by the same employer or employee organization beneficially owns
more than 10% of all assets allocated to such pooled separate account or
collective investment fund; or

     

         (c) the Source constitutes
assets of an “investment fund” (within the meaning of Part V of the QPAM
Exemption) managed by a “qualified professional asset manager” or “QPAM” (within
the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets
that are included in such investment fund, when combined with the assets of all
other employee benefit plans established or maintained by the same employer or
by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of
such employer or by the same employee organization and managed by such QPAM,
exceed 20% of the total client assets managed by such QPAM, the conditions of
Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a
person controlling or controlled by the QPAM (applying the definition of
“control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in
any Obligor and (i) the identity of such QPAM and (ii) the names of all employee
benefit plans whose assets are included in such investment fund have been
disclosed to such Obligor in writing pursuant to this paragraph (c);
or 

     

         (d) the Source is a
governmental plan; or 

     

         (e) the Source is one or
more employee benefit plans, or a separate account or trust fund comprised of
one or more employee benefit plans, each of which has been identified to the
Obligors in writing pursuant to this paragraph (e); or 

     

         (f) the Source does not include assets of any
employee benefit plan, other than a plan exempt from the coverage of ERISA.


     

         If you or any subsequent transferee of the Notes
indicates that you or such transferee are relying on any representation
contained in paragraph (b), (c) or (e) above, each Obligor shall deliver on the
date of Closing and on the date of any applicable transfer a certificate, which
shall either state that (i) it is neither a party in interest nor a
“disqualified person” (as defined in section 4975(e)(2) of the Internal Revenue
Code of 1986, as amended), with respect to any plan identified pursuant to
paragraphs (b) or (e) above, or (ii) with respect to any plan, identified
pursuant to paragraph (c) above, neither it nor any “affiliate” (as defined in
Section V(c) of the QPAM Exemption) has at such time, and during the immediately
preceding one year, exercised the authority to appoint or terminate said QPAM as
manager of any plan identified in writing pursuant to paragraph (c) above or to
negotiate the terms of said QPAM’s management agreement on behalf of any such
identified plan. As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have the respective meanings assigned to such
terms in section 3 of ERISA. 

     

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              Cabela’s Incorporated, et al. 

            	
              Note Purchase Agreement
      

            


    

     

    SECTION
7. INFORMATION AS TO OBLIGORS. 

     

         Section 7.1. Financial and Business
Information. The Obligors shall
deliver to each holder of Notes that is an Institutional Investor: 

     

         (a) Quarterly Statements — within 60 days after the end of each quarter in
each fiscal year of the Company (other than the last quarter of each such fiscal
year), duplicate copies of: 

     

         (i) consolidated and
consolidating balance sheets of the Company and its Subsidiaries as at the end
of such quarter, and 

     

         (ii) consolidated and consolidating statements of
income, changes in shareholders’ equity and cash flows of the Company and its
Subsidiaries for such quarter and for the portion of the fiscal year ending with
such quarter, 

     

    setting forth in each case in comparative form the
figures for the corresponding periods in the previous fiscal year, all in
reasonable detail, prepared in accordance with GAAP applicable to quarterly
financial statements generally, and certified by a Senior Financial Officer of
the Company as fairly presenting, in all material respects, the financial
position of the companies being reported on and their results of operations and
cash flows, subject to changes resulting from year-end adjustments, provided that if, as of the end of the fiscal period being
reported upon, (A) the aggregate assets of the Company and its Restricted
Subsidiaries (excluding the investment in, or assets or operations of, any
Unrestricted Subsidiaries) constitute not less than 90% of consolidated assets
of the Company and all Subsidiaries as of the end of the fiscal period being
reported upon and (B) the gross revenues of the Company and its Restricted
Subsidiaries (excluding revenues of any Unrestricted Subsidiaries except to the
extent actually remitted to the Company or any Restricted Subsidiary) constitute
at least 90% of consolidated gross revenues of the Company and its Subsidiaries
for the 12 month period ending on the last day of the fiscal period being
reported upon, delivery within 60 days after the end of each quarterly fiscal
period in each fiscal year of the Company of copies of the Company’s Quarterly
Report on Form 10-Q prepared in compliance with the requirements therefor and
filed with the SEC shall be deemed to satisfy the requirements of this Section
7.1(a); 

     

         (b) Annual Statements — within 105 days after the end of each fiscal year
of the Company, duplicate copies of: 

     

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              Cabela’s Incorporated, et al. 

            	
              Note Purchase Agreement
      

            


    

     

         (i) consolidated and consolidating balance sheets of
the Company and its Subsidiaries, as at the end of such year, and 

     

         (ii) consolidated and
consolidating statements of income, changes in shareholders’ equity and cash
flows of the Company and its Subsidiaries, for such year, 

     

    setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP, and accompanied by 

     

         (A) an opinion thereon of
independent certified public accountants of recognized national standing, which
opinion shall state that such financial statements present fairly, in all
material respects, the financial position of the companies being reported upon
and their results of operations and cash flows and have been prepared in
conformity with GAAP, and that the examination of such accountants in connection
with such financial statements has been made in accordance with generally
accepted auditing standards, and that such audit provides a reasonable basis for
such opinion in the circumstances, and 

     

         (B) a certificate of such
accountants stating that they have reviewed this Agreement and stating further
whether, in making their audit, they have become aware of any condition or event
that then constitutes a Default or an Event of Default, and, if they are aware
that any such condition or event then exists, specifying the nature and period
of the existence thereof (it being understood that such accountants shall not be
liable, directly or indirectly, for any failure to obtain knowledge of any
Default or Event of Default unless such accountants should have obtained
knowledge thereof in making an audit in accordance with generally accepted
auditing standards or did not make such an audit),

     

    provided that if, as of the end of the fiscal period being
reported upon, (A) the aggregate assets of the Company and its Restricted
Subsidiaries (excluding the investment in, or assets or operations of, any
Unrestricted Subsidiaries) constitute not less than 90% of consolidated assets
of the Company and all Subsidiaries as of the end of the fiscal period being
reported upon and (B) the gross revenues of the Company and its Restricted
Subsidiaries (excluding revenues of any Unrestricted Subsidiaries except to the
extent actually remitted to the Company or any Restricted Subsidiary) constitute
at least 90% of consolidated gross revenues of the Company and its Subsidiaries
for the 12 month period ending on the last day of the fiscal period being
reported upon, the delivery within the time period specified above of the
Company’s Annual Report on Form 10-K for such fiscal year (together with the
Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3
under the Exchange Act) prepared in accordance with the requirements therefor
and filed with the SEC, together with the accountant’s certificate described in
clause (B) above, shall be deemed to satisfy the requirements of this Section
7.1(b); 

     

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         (c) SEC
and Other Reports — promptly upon
their becoming available, one copy of (i) each financial statement, report,
notice or proxy statement sent by any Obligor or any of its Subsidiaries to its
principal lending banks as a whole (excluding information sent to such banks in
the ordinary course of administration of a bank facility, such as information
relating to pricing and borrowing availability) or to
public securities holders
generally, and (ii) each regular or periodic report, each registration statement
(without exhibits except as expressly requested by such holder), and each
prospectus and all amendments thereto filed by any Obligor or any of its
Subsidiaries with the SEC and of all press releases and other statements made
available generally by any Obligor or any of its Subsidiaries to the public
concerning developments that are Material; 

     

         (d) Notice of Default or Event of
Default — promptly, and in any
event within five days after a Responsible Officer becoming aware of the
existence of any Default or Event of Default or that any Person has given any
notice or taken any action with respect to a claimed default hereunder or that
any Person has given any notice or taken any action with respect to a claimed
default of the type referred to in Section 11(f), a written notice specifying
the nature and period of existence thereof and what action the Obligors are
taking or proposes to take with respect thereto; 

     

         (e) ERISA Matters — promptly, and in any event within five days after
a Responsible Officer of any Obligor becoming aware of any of the following, a
written notice setting forth the nature thereof and the action, if any, that the
Obligors or an ERISA Affiliate proposes to take with respect thereto:


     

         (i) with respect to any Plan, any reportable event,
as defined in section 4043(b) of ERISA and the regulations thereunder, for which
notice thereof has not been waived pursuant to such regulations as in effect on
the date hereof; or 

     

         (ii) the taking by the PBGC
of steps to institute, or the threatening by the PBGC of the institution of,
proceedings under section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan, or the receipt by any Obligor
or any ERISA Affiliate of a notice from a Multiemployer Plan that such action
has been taken by the PBGC with respect to such Multiemployer Plan;
or 

     

         (iii) any event, transaction
or condition that could result in the incurrence of any liability by any Obligor
or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or
excise tax provisions of the Code relating to employee benefit plans, or in the
imposition of any Lien on any of the rights, properties or assets of any Obligor
or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or
excise tax provisions, if such liability or Lien, taken together with any other
such liabilities or Liens then existing, could reasonably be expected to have a
Material Adverse Effect;

     

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         (f) Notices from Governmental Authority
— promptly, and in any event
within 30 days of receipt thereof, copies of any notice to any Obligor or any of
its Subsidiaries from any Federal or state Governmental Authority relating to
any order, ruling, statute or other law or regulation that could reasonably be
expected to have a Material Adverse Effect; and 

     

         (g) Requested Information — with reasonable promptness, such other data and
information relating to the business, operations, affairs, financial condition,
assets or properties of any Obligor or any of its Subsidiaries or relating to
the ability of any Obligor to perform its obligations hereunder and under the
Notes as from time to time may be reasonably requested by any such holder of
Notes. 

     

         Section 7.2. Officer’s
Certificate. Each set of
financial statements delivered to a holder of Notes pursuant to Section 7.1(a)
(as of the last day of March, June and September in each year) or Section 7.1(b)
hereof shall be accompanied by a certificate of a Senior Financial Officer of
the Company setting forth: 

     

         (a) Covenant Compliance — the information (including detailed calculations)
required in order to establish whether the Obligors were in compliance with the
requirements of Section 10.3 through Section 10.8 hereof, inclusive, during the
quarterly or annual period covered by the statements then being furnished
(including with respect to each such Section, where applicable, the calculations
of the maximum or minimum amount, ratio or percentage, as the case may be,
permissible under the terms of such Sections, and the calculation of the amount,
ratio or percentage then in existence); and 

     

         (b) Event of Default — a statement that such officer has reviewed the
relevant terms hereof and has made, or caused to be made, under his or her
supervision, a review of the transactions and conditions of the Obligors and
their Restricted Subsidiaries from the beginning of the quarterly or annual
period covered by the statements then being furnished to the date of the
certificate and that such review shall not have disclosed the existence during
such period of any condition or event that constitutes a Default or an Event of
Default or, if any such condition or event existed or exists (including, without
limitation, any such event or condition resulting from the failure of any
Obligor or any Subsidiary to comply with any Environmental Law), specifying the
nature and period of existence thereof and what action the Obligors shall have
taken or propose to take with respect thereto. 

     

        
Section 7.3.
Inspection. Each Obligor shall
permit the representatives of each holder of Notes that is an Institutional
Investor: 

     

         (a) No
Default — if no Default or Event
of Default then exists, at the expense of such holder and upon reasonable prior
notice to such Obligor, to visit the principal executive office of such Obligor,
to discuss the affairs, finances and accounts of such Obligor and its
Subsidiaries with such Obligor’s officers, and (with the consent of such
Obligor, which consent will not be unreasonably withheld) its independent public
accountants, and (with the consent of such Obligor, which consent will not be
unreasonably withheld) to visit the other offices and properties of such Obligor
and each of its Subsidiaries, all at such reasonable times and as often as may
be reasonably requested in writing; and 

     

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         (b) Default — if a Default or Event of Default then exists, at
the expense of such Obligor, to visit and inspect any of the offices or
properties of such Obligor or any of its Subsidiaries, to examine all their
respective books of account, records, reports and other papers, to make copies
and extracts therefrom, and to discuss their respective affairs, finances and
accounts with their respective officers and independent public accountants (and
by this provision such Obligor authorizes said accountants to discuss the
affairs, finances and accounts of the Obligors and their Subsidiaries), all at
such times and as often as may be requested. 

     

    SECTION
8. PREPAYMENT OF THE NOTES. 

     

         Section 8.1. Required
Prepayments. As provided therein,
the entire unpaid principal balance of the Series 2006-A Notes shall be due and
payable on the stated maturity date thereof. 

     

        
Section 8.2. Optional
Prepayments with Make-Whole Amount. The Obligors may, at their option, upon notice as
provided below, prepay at any time all, or from time to time any part of, the
Series 2006-A Notes, in an amount not less than 5% of the aggregate principal
amount of the Series 2006-A Notes then outstanding in the case of a partial
prepayment, at 100% of the principal amount so prepaid, together with interest
accrued thereon to the date of such prepayment, plus the Make-Whole Amount
determined for the prepayment date with respect to such principal amount. The
Company will give each holder of Series 2006-A Notes written notice of each
optional prepayment under this Section 8.2 not less than 30 days and not more
than 60 days prior to the date fixed for such prepayment. Each such notice shall
specify such date, the aggregate principal amount of the Series 2006-A Notes to
be prepaid on such date, the principal amount of each Series 2006-A Note held by
such holder to be prepaid (determined in accordance with Section 8.3), and the
interest to be paid on the prepayment date with respect to such principal amount
being prepaid, and shall be accompanied by a certificate of a Senior Financial
Officer as to the estimated Make-Whole Amount due in connection with such
prepayment (calculated as if the date of such notice were the date of the
prepayment), setting forth the details of such computation. Two Business Days
prior to such prepayment, the Company shall deliver to each holder of Series
2006-A Notes a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment date.


     

        
Section 8.3. Allocation of
Partial Prepayments. In the case
of each partial prepayment of the Series 2006-A Notes pursuant to Section 8.2,
the principal amount of the Series 2006-A Notes to be prepaid shall be allocated
among all of the Series 2006-A Notes at the time outstanding in proportion, as
nearly as practicable, to the respective unpaid principal amounts thereof.


     

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Section 8.4. Maturity;
Surrender, etc. In the case of
each prepayment of Series 2006-A Notes pursuant to this Section 8, the principal
amount of each Series 2006-A Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment, together with interest on such
principal amount accrued to such date and the applicable Make-Whole Amount, if
any. From and after such date, unless the Obligors shall fail to pay such
principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue. Any Series 2006-A Note paid or prepaid in full shall be
surrendered to the Obligors and cancelled and shall not be reissued, and no
Series 2006-A Note shall be issued in lieu of any prepaid principal amount of
any Series 2006-A Note. 

     

         Section 8.5. Purchase of
Notes. The Obligors will not and
will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire,
directly or indirectly, any of the outstanding Notes except upon the payment or
prepayment of the Notes in accordance with the terms of this Agreement and the
Notes. The Obligors will promptly cancel all Notes acquired by them or any
Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to
any provision of this Agreement and no Notes may be issued in substitution or
exchange for any such Notes. 

     

         Section 8.6. Make-Whole
Amount. The term “Make-Whole Amount” means, with respect to any Series 2006-A Note, an
amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Series 2006-A
Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less
than zero. For the purposes of determining the Make-Whole Amount, the following
terms have the following meanings: 

     

         “Called Principal” means, with respect to any Series 2006-A Note, the
principal of such Series 2006-A Note that is to be prepaid pursuant to Section
8.2 or has become or is declared to be immediately due and payable pursuant to
Section 12.1, as the context requires. 

     

         “Discounted Value” means, with respect to the Called Principal of any
Series 2006-A Note, the amount obtained by discounting all Remaining Scheduled
Payments with respect to such Called Principal from their respective scheduled
due dates to the Settlement Date with respect to such Called Principal, in
accordance with accepted financial practice and at a discount factor (applied on
the same periodic basis as that on which interest on the Series 2006-A Notes is
payable) based upon the Reinvestment Yield with respect to such Called
Principal. 

     

         “Reinvestment Yield” means, with respect to the Called Principal of any
Series 2006-A Note, .50% over the yield to maturity implied by (i) the yields
reported, as of 10:00 A.M. (New York City time) on the second Business Day
preceding the Settlement Date with respect to such Called Principal, on the
display designated as “Page PX1” on the Bloomberg Financial Services Screen (or
such other display as may replace Page PX1 on the Bloomberg Financial Services
Screen) for actively traded U.S. Treasury securities having a maturity equal to
the Remaining Average Life of such Called Principal as of such Settlement Date,
or (ii) if such yields are not reported as of such time or the yields reported
as of such time are not ascertainable, the Treasury Constant Maturity Series
Yields reported, for the latest day for which such yields have been so reported
as of the second Business Day preceding the Settlement Date with respect to such
Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any
comparable successor publication) for actively traded U.S. Treasury securities
having a constant maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date. Such implied yield will be determined, if
necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent
yields in accordance with accepted financial practice and (b) interpolating
linearly between (1) the actively traded U.S. Treasury security with the
maturity closest to and greater than the Remaining Average Life and (2) the
actively traded U.S. Treasury security with the maturity closest to and less
than the Remaining Average Life. 

     

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

     

         “Remaining Scheduled Payments” means, with respect to the Called Principal of any
Series 2006-A Note, all payments of such Called Principal and interest thereon
that would be due after the Settlement Date with respect to such Called
Principal if no payment of such Called Principal were made prior to its
scheduled due date, provided that if such Settlement Date is not a date on which
interest payments are due to be made under the terms of the Series 2006-A Notes,
then the amount of the next succeeding scheduled interest payment will be
reduced by the amount of interest accrued to such Settlement Date and required
to be paid on such Settlement Date pursuant to Section 8.2 or Section
12.1. 

     

         “Settlement Date” means, with respect to the Called Principal of any
Series 2006-A Note, the date on which such Called Principal is to be prepaid
pursuant to Section 8.2 or has become or is declared to be immediately due and
payable pursuant to Section 12.1, as the context requires. 

     

    SECTION
9. AFFIRMATIVE COVENANTS. 

     

         Each Obligor, jointly and severally, covenants that
so long as any of the Notes are outstanding: 

     

         Section 9.1. Compliance with
Law. Each Obligor will, and will
cause each of its Subsidiaries to, comply with all laws, ordinances or
governmental rules or regulations to which each of them is subject, including,
without limitation, Environmental Laws, and will obtain and maintain in effect
all licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or to
the conduct of their respective businesses, in each case to the extent necessary
to ensure that non-compliance with such laws, ordinances or governmental rules
or regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. In addition to, and not in limitation of, the foregoing, the
Obligors will not, and will not permit any of their Subsidiaries to, be a Person
described in Section 1 of the Anti-Terrorism Order or described in the
Department of the Treasury Rule, and will not engage in any dealings or
transactions, or otherwise be associated, with any such Persons. 

     

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         Section 9.2.
Insurance. Each Obligor will, and
each Obligor will cause each of its Restricted Subsidiaries to, maintain, with
financially sound and reputable insurers, insurance with respect to their
respective properties and businesses against such casualties and contingencies,
of such types, on such terms and in such amounts (including deductibles,
co-insurance and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of established
reputations engaged in the same or a similar business and similarly situated.


     

         Section 9.3. Maintenance of
Properties. Each Obligor will,
and each Obligor will cause each of its Restricted Subsidiaries to, maintain and
keep, or cause to be maintained and kept, their respective properties in good
repair, working order and condition (other than ordinary wear and tear), so that
the business carried on in connection therewith may be properly conducted at all
times, provided that this Section shall not prevent any Obligor or
any Restricted Subsidiary from discontinuing the operation and the maintenance
of any of its properties if such discontinuance is desirable in the conduct of
its business and such Obligor has concluded that such discontinuance could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. 

     

         Section 9.4. Payment of
Taxes and Claims. Each Obligor
will, and each Obligor will cause each of its Subsidiaries to, file all tax
returns required to be filed in any jurisdiction and to pay and discharge all
taxes shown to be due and payable on such returns and all other taxes,
assessments, governmental charges, or levies imposed on them or any of their
properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent
and all claims for which sums have become due and payable that have or might
become a Lien on properties or assets of such Obligor or any Subsidiary,
provided that no Obligor nor any of its Subsidiaries need pay
any such tax or assessment or claims if (i) the amount, applicability or
validity thereof is contested by such Obligor or such Subsidiary on a timely
basis in good faith and in appropriate proceedings, and such Obligor or such
Subsidiary has established adequate reserves therefor in accordance with GAAP on
the books of the Obligor or such Subsidiary or (ii) the nonpayment of all such
taxes and assessments in the aggregate could not reasonably be expected to have
a Material Adverse Effect. 

     

        
Section 9.5. Corporate or
Limited Liability Company or Limited Partnership Existence,
etc. Each Obligor will at all
times preserve and keep in full force and effect its corporate or limited
liability company or limited partnership existence. Subject to Sections 10.2 and
10.8, each Obligor will at all times preserve and keep in full force and effect
the corporate or limited liability company or limited partnership existence of
each of its Restricted Subsidiaries and all rights and franchises of such
Obligor and its Restricted Subsidiaries unless, in the good faith judgment of
such Obligor, the termination of or failure to preserve and keep in full force
and effect such corporate or limited liability company or limited partnership
existence, right or franchise could not, individually or in the aggregate, have
a Material Adverse Effect. 

     

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Section 9.6. Nature of
Business. The Obligors and each
of their Restricted Subsidiaries will not engage in any business if, as a
result, the general nature of the business, taken on a combined basis, which
would then be engaged in by the Obligors and their Restricted Subsidiaries would
be substantially changed from the general nature of the business engaged in by
such Obligors and their Restricted Subsidiaries on the date of this Agreement.


     

        
Section 9.7. Notes to Rank
Pari Passu. The Notes and all
other obligations under this Agreement of each Obligor are and at all times
shall remain direct and unsecured obligations of such Obligor ranking
pari passu as against the assets of such Obligor with all other
Notes from time to time issued and outstanding hereunder without any preference
among themselves and pari passu with all other present and future unsecured Debt
(actual or contingent) of such Obligor which is not expressed to be subordinate
or junior in rank to any other unsecured Debt of such Obligor. 

     

        
Section 9.8. Designation,
Joinder and Release of Subsidiaries. (a) Notwithstanding anything contained herein to the
contrary, each Subsidiary which is an Obligor under this Agreement shall be and
remain a “Restricted Subsidiary” for as long as such Subsidiary is an Obligor under
this Agreement.

     

         (b)
WFB, as of the date of the Closing, shall be designated as a “Restricted Subsidiary”. The Company shall have the right, after the date of
Closing, on not more than three occasions (in the aggregate for such
re-designations) to re-designate the status of WFB as a “Restricted Subsidiary” or an “Unrestricted Subsidiary” by giving notice in reasonable detail of any such
re-designation to the holders, subject, however, to the requirement that at the time of any
re-designation to the holders and after giving effect thereto, no Default or
Event of Default shall exist hereunder (such requirement being referred to as
the “No Default Requirement”). Any such notice of re-designation to the holders
shall be given within five (5) Business Days of the election of the Company to
so re-designate any such Subsidiary and shall contain a certification by a
Responsible Officer of the Company certifying as to the No Default Requirement.


     

         (c)
With respect to each Person which becomes a Subsidiary after the date of the
Closing and is not required to be an Obligor hereunder, the Company shall, by
written notice to each of the holders (delivered not less than 10 days prior to
such Person becoming a Subsidiary), initially designate each such Subsidiary as
a “Restricted Subsidiary” or an “Unrestricted Subsidiary” hereunder. In the absence of the Company giving any
such notice of initial designation pursuant to this Section 9.8(c), each such
Person initially becoming a Subsidiary subsequent to the date of the Closing
shall be deemed to be designated as a Restricted Subsidiary. Thereafter, the
Company shall have the right, with respect to each Subsidiary referred to in
this Section 9.8(c), on not more than three occasions (in the aggregate for such
re-designations) for each such Subsidiary, to re-designate the status of each
such Subsidiary as a “Restricted Subsidiary” or an “Unrestricted Subsidiary” by giving notice in reasonable detail of any such
re-designation to the holders, subject, however, to the No Default Requirement. Any such notice of
re-designation shall be given within five (5) Business Days of the election of
the Company to so re-designate any such Subsidiary and shall contain a
certification by a Responsible Officer certifying as to the No Default
Requirement. 

     

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         (d)
The Company will give not less than 10 days prior written notice of its
acquisition or formation of any Subsidiary which notice will confirm that,
subject to the provisions of Section 9.8(e), such Subsidiary shall constitute an
Obligor and a Restricted Subsidiary hereunder subject to all of the obligations
of the Obligors hereunder as if such Subsidiary were an original Obligor
hereunder as of the date of Closing. Such notice shall be accompanied by an
executed copy of the joinder agreement substantially in the form of Exhibit
9.8(d) hereto and such other reasonable and customary closing showings and legal
opinions as may be reasonably requested by the Required Holders to the Company.
Substantially concurrently with (and within 10 days after) such Subsidiary
becoming a new Obligor hereunder, the Obligors hereunder (including the new
Obligor) will execute and deliver new Notes hereunder in replacement of the
outstanding Notes. 

     

         (e)
If any Subsidiary is released as a “Borrower” (as defined in the Credit
Agreement), under the Credit Agreement (and is not then designated as a borrower
or obligor under any other credit facility of the Company or any Restricted
Subsidiary), such Subsidiary shall be deemed released as an Obligor under this
Agreement concurrently with the Company providing you with an Officer’s
Certificate. Such Officer’s Certificate shall be accompanied by evidence of such
release under the Credit Agreement and shall certify that (i) at the time of
such release and immediately after giving effect thereto, no Default or Event of
Default existed or shall exist hereunder (ii) such Subsidiary then being
released is not then a borrower or obligor under any other credit facility, and
(iii) other than the payment of reasonable legal fees, no consideration was
granted to any agent or lender under the Credit Agreement, directly or
indirectly in connection with such release including, but not limited to, any
payment of any fees, any increase in pricing, any additional Guaranty, any
participation in other transactions or any other credit enhancement or other
benefit. In the event of such release, the Restricted Subsidiary being released
shall continue to be a Restricted Subsidiary hereunder subject to the rights of
the Company to re-designate the status of such Subsidiary in accordance with
Section 9.8(c). For the avoidance of doubt, in any event, any Subsidiary whether
now owned or hereafter formed or acquired which is a borrower or guarantor under
the Credit Agreement, will be required to be an Obligor hereunder. 

     

        
Section 9.9. Release of
Amended and Restated Intercreditor Agreement. The holders agree to terminate the Amended and
Restated Intercreditor Agreement simultaneously with the termination of such
agreement by all other parties to such agreement provided that (i) no Default or
Event of Default exists immediately before and immediately after giving effect
to such termination and (ii) other than the payment of reasonable attorneys
fees, no consideration was or shall be granted to any agent or lender, directly
or indirectly in connection with the release of the Intercreditor Agreement
including but not limited to the payment of fees, any increase in pricing, any
additional Guaranty, any participation in other transactions or any other credit
enhancement (whether consisting of waiver, collateral, reduction of principal
(or commitment therefore), additional covenants or other benefit). 

     

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    SECTION
10. NEGATIVE COVENANTS. 

     

         Each Obligor, jointly and severally, covenants that
so long as any of the Notes are outstanding: 

     

         Section 10.1. Transactions with
Affiliates. (a) No Obligor will,
or will permit any Restricted Subsidiary to enter into directly or indirectly
any transaction or Material group of related transactions (including without
limitation the purchase, lease, sale or exchange of properties of any kind or
the rendering of any service) with any Affiliate (other than any Obligor or
another Restricted Subsidiary), except as entered into in the ordinary course
and pursuant to the reasonable requirements of such Obligor’s or such Restricted
Subsidiary’s business and upon fair and reasonable terms no less favorable to
such Obligor or such Restricted Subsidiary than would be obtainable in a
comparable arm’s-length transaction with a Person not an Affiliate.


     

         (b) No Obligor shall
make an Investment in WFB if at the time thereof, or after giving effect
thereto, a Default or Event of Default will exist under this Agreement.


     

         Section 10.2. Merger, Consolidation,
etc. No Obligor will, or will
permit any Restricted Subsidiary to, consolidate with or merge with any other
corporation or convey, transfer or lease substantially all of its assets in a
single transaction or series of transactions to any Person unless: 

     

         (a) in any such
transaction involving the Company, the successor formed by such consolidation or
the survivor of such merger or the Person that acquires by conveyance, transfer
or lease substantially all of the assets of the Company as an entirety, as the
case may be, shall be a solvent corporation organized and existing under the
laws of the United States or any State thereof (including the District of
Columbia), and, if the Company is not such corporation, (i) such corporation
shall have executed and delivered to each holder of any Notes its assumption of
the due and punctual performance and observance of each covenant and condition
of this Agreement, the Other Agreements and the Notes and (ii) shall have caused
to be delivered to each holder of any Notes an opinion of nationally recognized
independent counsel, or other independent counsel reasonably satisfactory to the
Required Holders, to the effect that all agreements or instruments effecting
such assumption are enforceable in accordance with their terms and comply with
the terms hereof;

     

         (b) in any such
transaction involving a Restricted Subsidiary and not the Company, the successor
formed by such consolidation or the survivor of such merger or the Person that
acquires by conveyance, transfer or lease substantially all of the assets of
such Restricted Subsidiary as an entirety, shall be a Restricted Subsidiary of
the Company; and 

     

         (c) immediately after
giving effect to any such transaction no Default or Event of Default shall have
occurred and be continuing. 

     

    No such conveyance, transfer
or lease of substantially all of the assets of an Obligor shall have the effect
of releasing an Obligor or any successor corporation that shall theretofore have
become such in the manner prescribed in this Section 10.2 from its liability
under this Agreement or the Notes. 

     

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              Cabela’s Incorporated, et al. 

            	
              Note
      Purchase Agreement 

            


    

     

         The provisions of this Section 10.2 shall not
prohibit (i) any Restricted Subsidiary from consolidating or merging with or
conveying, transferring or leasing substantially all of its assets to, another
Restricted Subsidiary or to an Obligor provided that in any consolidation or merger involving the
Company, the Company shall be the surviving or continuing corporation, in any
consolidation or merger involving an Obligor and not the Company, an Obligor
shall be the surviving or continuing corporation, and in any conveyance,
transfer or lease of substantially all of its assets, the transferee or lessee
shall be an Obligor, or (ii) any conveyance, transfer or lease of a Restricted
Subsidiary or the assets or Subsidiary Stock in respect thereof if such
transaction is permitted by Section 10.8 and does not constitute all or
substantially all of the assets of such Obligor and, concurrently therewith,
such Subsidiary has been released as an Obligor hereunder pursuant to and in
accordance with the provisions of Section 9.8(e). 

     

         Section 10.3.
Liens. No Obligor will nor will any Obligor permit any
Restricted Subsidiary to, directly or indirectly create, incur, assume or permit
to exist (upon the happening of a contingency or otherwise) any Lien on or with
respect to any property or asset (including without limitation, any document or
instrument in respect of goods or accounts receivable) of such Obligor or any
such Restricted Subsidiary, whether now owned or held or hereafter acquired, or
upon any income or profits therefrom, or assigns or otherwise convey any right
to receive income or profits (unless it makes, or causes to be made, effective
provision whereby the Notes will be equally and ratably secured with any and all
other obligations thereby secured, such security to be pursuant to an agreement
reasonably satisfactory to the Required Holders and, in any such case, the Notes
shall have the benefit, to the fullest extent that, and with such priority as,
the holders of the Notes may be entitled under applicable law, of an equitable
Lien on such property), except: 

     

         (a) Liens for taxes,
assessments or other governmental charges or levies which are not yet due and
payable or the payment of which is not at the time required by Section 9.4;


     

         (b) any attachment or
judgment Lien, unless the judgment it secures shall not, within 60 days after
the entry thereof, have been discharged or execution thereof stayed pending
appeal, or shall not have been discharged within 60 days after the expiration of
any such stay or shall not be currently contested in good faith by appropriate
proceedings; 

     

         (c) Liens existing on
the date of this Agreement and securing the Debt of any Obligor or any
Restricted Subsidiary referred to in Schedule 5.15; 

     

         (d) leases or subleases
granted to others, easements, rights-of-way, zoning or other restrictions and
other similar charges or encumbrances, in each case incidental to, and not
interfering with, the ordinary conduct of the business of any Obligor or any of
its Restricted Subsidiaries, provided that such Liens do not, in the aggregate, detract in
a Material way from the value of such property and are not incurred in
connection with the borrowing of money; 

     

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              Cabela’s Incorporated, et al. 

            	
              Note
      Purchase Agreement 

            


    

     

         (e)
Liens (other than any Lien imposed by ERISA) incurred or deposits made in the
ordinary course of business (1) in connection with workers’ compensation,
unemployment insurance, other types of social security or retirement benefits
and insurance regulatory requirements or (2) to secure (or to obtain letters of
credit that secure) the performance of tenders, statutory obligations, surety
bonds, appeal bonds, bids, leases (other than Capital Leases), performance
bonds, purchase, construction or sales contracts and other similar obligations,
provided that such Liens, in the aggregate, do not detract in
a Material way from the value of the assets of any Obligor or its Restricted
Subsidiaries or impact in a Material way the use thereof in the operation of
their business and are not incurred in connection with the borrowing of
money; 

     

         (f) any Lien created to
secure all or any part of the purchase price, or to secure Debt incurred or
assumed to pay all or any part of the purchase price or cost of construction, of
property (or any improvement thereon) acquired or constructed by any Obligor or
a Restricted Subsidiary after the date of the Closing, including any Lien
existing on property of a Person immediately prior to its being consolidated
with or merged into any Obligor or a Restricted Subsidiary or its becoming a
Restricted Subsidiary, or any Lien existing on any property acquired by any
Obligor or any Restricted Subsidiary at the time such property is so acquired
(whether or not the Debt secured thereby shall have been assumed), provided that

     

         (i) any such Lien shall
extend solely to the item or items of such property (and/or improvement thereon)
so acquired or constructed and, if required by the terms of the instrument
originally creating such Lien, other property (and/or improvement thereon) which
is an improvement to or is acquired for specific use in connection with such
acquired or constructed property (and/or improvement thereon) or which is real
property being improved by such acquired or constructed property (or improvement
thereon),

     

         (ii) the principal
amount of the Debt secured by any such Lien shall at no time exceed an amount
equal to 100% of the fair market value (as determined in good faith by the board
of directors of any Obligor or Restricted Subsidiary incurring such Lien) of
such property (and/or improvement thereon) at the time of such acquisition or
construction, and

     

         (iii) any such Lien
shall be created contemporaneously with, or within the period beginning 180 days
before and ending 180 days after, the acquisition or construction of such
property; 

     

    (g) any Lien renewing, extending or refunding any
Lien permitted by paragraphs (c) and (f) of this Section 10.3, provided that (i) the principal amount of Debt secured by
such Lien immediately prior to such extension, renewal or refunding is not
increased or the maturity thereof reduced, (ii) such Lien is not extended to any
other property, and (iii) immediately after such extension, renewal or refunding
no Default or Event of Default would exist;

     

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              Cabela’s Incorporated, et al. 

            	
              Note
      Purchase Agreement 

            


    

     

         (h) Liens on property or assets of any Obligor or any
Restricted Subsidiary securing Debt owing to any Obligor or to a Restricted
Subsidiary; and 

     

         (i)
other Liens not otherwise
permitted by paragraphs (a) through (h) of this Section 10.3
securing Debt of any Obligor or
any Restricted Subsidiary provided the Debt secured thereby is permitted by Sections
10.4 and 10.7 hereto and no such Liens secure obligations of the
Company or any Restricted Subsidiary pursuant to the Credit Agreement (or any
other principal banking facility). 

     

        
Section 10.4. Priority Debt.
The Obligors will not, at any
time, permit Priority Debt to exceed 20% of Consolidated Adjusted Net Worth.


     

        
Section 10.5. Consolidated
Adjusted Net Worth. The Obligors
will at all times keep and maintain Consolidated Adjusted Net Worth at an amount
not less than the sum of (i) $350,000,000 plus
(ii) 25% of positive Consolidated Net Earnings on a cumulative basis for each
fiscal year beginning with the fiscal year ending December 31, 2005.


     

        
Section 10.6. Fixed Charges
Coverage Ratio. The Obligors will
keep and maintain as of the end of each fiscal quarter, the ratio of
Consolidated Cash Flow to Consolidated Fixed Charges for each period of four
consecutive fiscal quarters (ending on the date of determination and taken as a
single accounting period) at not less than 2.00 to 1.00. 

     

        
Section 10.7 Consolidated
Funded Debt to Capitalization.
The Company will not at any time permit Consolidated Funded Debt to exceed 60%
of Consolidated Total Capitalization.

     

        
Section
10.8. Sale of Assets, Etc. Except as permitted under Section 10.2, no Obligor
will, or will permit any of its Restricted Subsidiaries to, make any Asset
Disposition unless: 

     

         (a) in the good faith
opinion of the Obligor or Restricted Subsidiary making the Asset Disposition,
the Asset Disposition is in exchange for consideration having a fair market
value at least equal to that of the property exchanged;

     

         (b) immediately after giving
effect to the Asset Disposition, no Default or Event of Default would exist
including under Sections 10.4 and 10.7; and 

     

         (c) the sum of (i) the
Disposition Value of the property subject to such Asset Disposition, plus (ii)
the aggregate Disposition Value for all other property that was the subject of
an Asset Disposition during the period of 365 days immediately preceding such
Asset Disposition would not exceed 25% of Consolidated Total Assets determined
as of the end of the most recently ended calendar month preceding such Asset
Disposition. 

     

    To the extent that the Net
Proceeds Amount consisting of cash for any Transfer to a Person other than any
Obligor or a Restricted Subsidiary is applied to a Debt Prepayment Application
or applied or committed to be applied to a Property Reinvestment Application
within one year after such Transfer (and, if committed, is actually applied
within 365 days after the date of the commitment), then such Transfer (or, if
less than all such Net Proceeds Amount is applied as contemplated hereinabove,
the pro rata percentage thereof which corresponds to the Net Proceeds Amount so
applied), only for the purpose of determining compliance with subsection (c) of
this Section 10.8 as of any date, shall be deemed not to be an Asset
Disposition.

     

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              Cabela’s Incorporated, et al. 

            	
              Note
      Purchase Agreement 

            


    

     

         Section 10.9. Terrorism Sanctions
Regulations. The Obligors will
not and will not permit any Subsidiary to (a) become a Person described or
designated in the Specially Designated Nationals and Blocked Persons List of the
Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or
(b) engage in any dealings or transactions with any such Person. 

     

    SECTION
11. EVENTS OF DEFAULT. 

     

         An “Event of Default” shall exist if any of the following conditions or
events shall occur and be continuing: 

     

         (a) the Obligors
default in the payment of any principal or Make-Whole Amount, if any, on any
Note when the same becomes due and payable, whether at maturity or at a date
fixed for prepayment or by declaration or otherwise; or 

     

         (b) the Obligors
default in the payment of any interest on any Note for more than five Business
Days after the same becomes due and payable; or 

     

         (c) the Obligors
default in the performance of or compliance with any term contained in Section
10; or 

     

         (d) the Obligors
default in the performance of or compliance with any term contained herein
(other than those referred to in paragraphs (a), (b) and (c) of this Section 11)
and such default is not remedied within 30 days after the earlier of (i) any
Responsible Officer obtaining actual knowledge of such default and (ii) any
Obligor receiving written notice of such default from any holder of a Note (any
such written notice to be identified as a “notice of default” and to refer
specifically to this paragraph (d) of Section 11); or 

     

         (e) any representation
or warranty made in writing by or on behalf of any Obligor or by any officer of
such Obligor in this Agreement or in any writing furnished in connection with
the transactions contemplated hereby proves to have been false or incorrect in
any material respect on the date as of which made; or 

     

         (f) (i) one or more of
any Obligor or any Restricted Subsidiary is in default (as principal or as
guarantor or other surety) in the payment of any principal of or premium or
make-whole amount or interest on any Debt that is outstanding in an aggregate
principal amount of at least $10,000,000 beyond any period of grace provided
with respect thereto, or (ii) the Obligor or any Restricted Subsidiary is in
default in the performance of or compliance with any term of any evidence of any
Debt in an aggregate outstanding principal amount of at least $10,000,000 or of
any mortgage, indenture or other agreement relating thereto or any other
condition exists, and as a consequence of such default or condition such Debt
has become, or has been declared, due and payable before its stated maturity or
before its regularly scheduled dates of payment, or (iii) as a consequence of
the occurrence or continuation of any event or condition (other than the passage
of time or the right of the holder of Debt to convert such Debt into equity
interests), the Obligor or any Restricted Subsidiary has become obligated to
purchase or repay Debt before its regular maturity or before its regularly
scheduled dates of payment in an aggregate outstanding principal amount of at
least $10,000,000; or 

     

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              Cabela’s Incorporated, et al. 

            	
              Note
      Purchase Agreement 

            


    

     

         (g) any Obligor or any Restricted Subsidiary (i) is
generally not paying, or admits in writing its inability to pay, its debts as
they become due, (ii) files, or consents by answer or otherwise to the filing
against it of, a petition for relief or reorganization or arrangement or any
other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other similar law of any
jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv)
consents to the appointment of a custodian, receiver, trustee or other officer
with similar powers with respect to it or with respect to any substantial part
of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi)
takes corporate or limited liability company or limited partnership action for
the purpose of any of the foregoing; or 

     

         (h) a court or governmental authority of competent
jurisdiction enters an order appointing, without consent by any Obligor or any
of its Restricted Subsidiaries, a custodian, receiver, trustee or other officer
with similar powers with respect to it or with respect to any substantial part
of its property, or constituting an order for relief or approving a petition for
relief or reorganization or any other petition in bankruptcy or for liquidation
or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or
ordering the dissolution, winding-up or liquidation of any Obligor or any of its
Restricted Subsidiaries, or any such petition shall be filed against any Obligor
or any of its Restricted Subsidiaries and such petition shall not be dismissed
within 60 days; or 

     

         (i) a final judgment or judgments for the payment of
money are rendered against one or more of any Obligor and its Restricted
Subsidiaries and which judgment or judgments aggregate at least $10,000,000 and
are not, within 45 days after entry thereof, bonded, discharged or stayed
pending appeal; or 

     

         (j) if (i) any Plan shall fail to satisfy the minimum
funding standards of ERISA or the Code for any plan year or part thereof or a
waiver of such standards or extension of any amortization period is sought or
granted under section 412 of the Code, (ii) a notice of intent to terminate any
Plan shall have been or is reasonably expected to be filed with the PBGC or the
PBGC shall have instituted proceedings under ERISA section 4042 to terminate or
appoint a trustee to administer any Plan or the PBGC shall have notified any
Obligor or any ERISA Affiliate that a Plan may become a subject of any such
proceedings, (iii) the aggregate “amount of unfunded benefit liabilities”
(within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined
in accordance with Title IV of ERISA, shall exceed $10,000,000, (iv) any Obligor
or any ERISA Affiliate shall have incurred or is reasonably expected to incur
any liability pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans, (v) any Obligor or
any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) any Obligor
or any of its Subsidiaries establishes or amends any employee welfare benefit
plan that provides post-employment welfare benefits in a manner that would
increase the liability of such Obligor or any of its Subsidiaries thereunder;
and any such event or events described in clauses (i) through (vi) above, either
individually or together with any other such event or events, could reasonably
be expected to have a Material Adverse Effect. 

     

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              Cabela’s Incorporated, et al. 

            	
              Note
      Purchase Agreement 

            


    

     

    As used in Section 11(j),
the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such
terms in section 3 of ERISA. 

     

    SECTION
12. REMEDIES ON DEFAULT, ETC.


     

         Section 12.1.
Acceleration. (a) If an Event of
Default with respect to any Obligor described in paragraph (g) or (h) of Section
11 (other than an Event of Default described in clause (i) of paragraph (g) or
described in clause (vi) of paragraph (g) by virtue of the fact that such clause
encompasses clause (i) of paragraph (g)) has occurred, all the Notes then
outstanding shall automatically become immediately due and payable.


     

         (b)
If any other Event of Default has occurred and is continuing, any holder or
holders of more than 50% in principal amount of the Notes at the time
outstanding may at any time at its or their option, by notice or notices to the
Company, declare all the Notes then outstanding to be immediately due and
payable. 

     

         (c)
If any Event of Default described in paragraph (a) or (b) of Section 11 has
occurred and is continuing, any holder of Notes at the time outstanding affected
by such Event of Default may at any time, at its option, by notice or notices to
the Company, declare all the Notes held by it to be immediately due and payable.


     

         Upon any Note’s becoming due and payable under this
Section 12.1, whether automatically or by declaration, such Note will forthwith
mature and the entire unpaid principal amount of such Note, plus (i) all accrued
and unpaid interest thereon and (ii) the Make-Whole Amount determined in respect
of such principal amount (to the full extent permitted by applicable law), shall
all be immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby waived. Each Obligor
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the
Obligors (except as herein specifically provided for), and that the provision
for payment of a Make-Whole Amount by the Obligors in the event that the Notes
are prepaid or are accelerated as a result of an Event of Default, is intended
to provide compensation for the deprivation of such right under such
circumstances. 

     

        
Section 12.2. Other
Remedies. If any Default or Event
of Default has occurred and is continuing, and irrespective of whether any Notes
have become or have been declared immediately due and payable under Section
12.1, the holder of any Note at the time outstanding may proceed to protect and
enforce the rights of such holder by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement
contained herein or in any Note, or for an injunction against a violation of any
of the terms hereof or thereof, or in aid of the exercise of any power granted
hereby or thereby or by law or otherwise.

     

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      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


         Section 12.3.
Rescission. At any time after any
Notes have been declared due and payable pursuant to clause (b) or (c) of
Section 12.1, the holders of not less than 51% in principal amount of the Notes
then outstanding, by written notice to the Company, may rescind and annul any
such declaration and its consequences if (a) the Obligors have paid all overdue
interest on the Notes, all principal of and Make-Whole Amount, if any, on any
Notes that are due and payable and are unpaid other than by reason of such
declaration, and all interest on such overdue principal and Make-Whole Amount,
if any, and (to the extent permitted by applicable law) any overdue interest in
respect of the Notes, at the Default Rate, (b) all Events of Default and
Defaults, other than non-payment of amounts that have become due solely by
reason of such declaration, have been cured or have been waived pursuant to
Section 17, and (c) no judgment or decree has been entered for the payment of
any monies due pursuant hereto or to the Notes. No rescission and annulment
under this Section 12.3 will extend to or affect any subsequent Event of Default
or Default or impair any right consequent thereon. 

     

         Section 12.4. No Waivers or
Election of Remedies, Expenses, etc. No course of dealing and no delay on the part of
any holder of any Note in exercising any right, power or remedy shall operate as
a waiver thereof or otherwise prejudice such holder’s rights, powers or
remedies. No right, power or remedy conferred by this Agreement or by any Note
upon any holder thereof shall be exclusive of any other right, power or remedy
referred to herein or therein or now or hereafter available at law, in equity,
by statute or otherwise. Without limiting the obligations of the Obligors under
Section 15, the Obligors will pay to the holder of each Note on demand such
further amount as shall be sufficient to cover all costs and expenses of such
holder incurred in any enforcement or collection under this Section 12,
including, without limitation, reasonable attorneys’ fees, expenses and
disbursements. 

     

    SECTION
13. REGISTRATION;
EXCHANGE; SUBSTITUTION OF NOTES.


     

         Section 13.1. Registration
of Notes. The Company shall keep
at its principal executive office a register for the registration and
registration of transfers of Notes. The name and address of each holder of one
or more Notes, each transfer thereof and the name and address of each transferee
of one or more Notes shall be registered in such register. Prior to due
presentment for registration of transfer, the Person in whose name any Note
shall be registered shall be deemed and treated as the owner and holder thereof
for all purposes hereof, and the Obligors shall not be affected by any notice or
knowledge to the contrary. The Company shall give to any holder of a Note that
is an Institutional Investor promptly upon request therefor, a complete and
correct copy of the names and addresses of all registered holders of Notes.


     

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      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


         Section 13.2. Transfer and
Exchange of Notes. Upon surrender
of any Note at the principal executive office of the Company for registration of
transfer or exchange (and in the case of a surrender for registration of
transfer, duly endorsed or accompanied by a written instrument of transfer duly
executed by the registered holder of such Note or its attorney duly authorized
in writing and accompanied by the address for notices of each transferee of such
Note or part thereof), the Obligors shall execute and deliver, at the Obligors’
expense (except as provided below), one or more new Notes of the
appropriate series (as requested by the holder thereof) in exchange therefor, in
an aggregate principal amount equal to the unpaid principal amount of the
surrendered Note. Each such new Note shall be payable to such Person as such
holder may request and shall be substantially in the form of Exhibit 1. Each
such new Note shall be dated and bear interest from the date to which interest
shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon. Notwithstanding
the foregoing, if such Note is surrendered for a new Note in connection with
Section 9.8(d), such new Note shall be dated as of the date that the new Note is
issued, but the form of Note shall be modified to provide that notwithstanding
the date of the Note, interest will accrue from the date to which interest shall
have been paid on the surrendered Note or from the date of the surrendered Note
if no interest shall have been paid thereon. The Obligors may require payment of
a sum sufficient to cover any stamp tax or governmental charge imposed in
respect of any such transfer of Notes. Notes shall not be transferred in
denominations of less than $250,000, provided that if necessary to enable the registration of
transfer by a holder of its entire holding of Notes, one Note may be in a
denomination of less than $250,000. Any transferee of a Note, or purchaser of a
participation therein, shall, by its acceptance of such Note be deemed to make
the same representations to the Obligors regarding the Note or participation as
you and the Other Purchasers have made pursuant to Section 6.2, provided that such entity may (in reliance upon information
provided by the Obligors, which shall not be unreasonably withheld) make a
representation to the effect that the purchase by such entity of any Note will
not constitute a non-exempt prohibited transaction under section 406(a) of
ERISA. 

     

         Section 13.3. Replacement of
Notes. Upon receipt by the
Company of evidence reasonably satisfactory to it of the ownership of and the
loss, theft, destruction or mutilation of any Note (which evidence shall be, in
the case of an Institutional Investor, notice from such Institutional Investor
of such ownership and such loss, theft, destruction or mutilation), and


     

         (a)
in the case of loss, theft or destruction, of indemnity reasonably satisfactory
to it (provided that if the holder of such Note is, or is a nominee
for, an original Purchaser or another holder of a Note with a minimum net worth
of at least $10,000,000, such Person’s own unsecured agreement of indemnity
shall be deemed to be satisfactory), or 

     

         (b)
in the case of mutilation, upon surrender and cancellation thereof,


     

    the Obligors at their own
expense shall execute and deliver, in lieu thereof, a new Note of the
appropriate series, dated and bearing interest from the date to which interest
shall have been paid on such lost, stolen, destroyed or mutilated Note or dated
the date of such lost, stolen, destroyed or mutilated Note if no interest shall
have been paid thereon. 

     

    SECTION
14. PAYMENTS ON NOTES. 

     

         Section 14.1. Place of
Payment. Subject to Section 14.2,
payments of principal, Make-Whole Amount, if any, and interest becoming due and
payable on the Notes shall be made in Lincoln, Nebraska at the principal office
of US Bank, N.A. in such jurisdiction. The Company may at any time, by notice to
each holder of a Note, change the place of payment of the Notes so long as such
place of payment shall be either the principal office of the Company in such
jurisdiction or the principal office of a bank or trust company in such
jurisdiction.

     

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      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


         Section 14.2. Home Office
Payment. So long as you or your
nominee shall be the holder of any Note, and notwithstanding anything contained
in Section 14.1 or in such Note to the contrary, the Obligors will pay all sums
becoming due on such Note for principal, Make-Whole Amount, if any, and interest
by the method and at the address specified for such purpose below your name in
Schedule A, or by such other method or at such other address as you shall have
from time to time specified to the Company in writing for such purpose, without
the presentation or surrender of such Note or the making of any notation
thereon, except that upon written request of the Company made concurrently with
or reasonably promptly after payment or prepayment in full of any Note, you
shall surrender such Note for cancellation, reasonably promptly after any such
request, to the Company at its principal executive office or at the place of
payment most recently designated by the Company pursuant to Section 14.1. Prior
to any sale or other disposition of any Note held by you or your nominee you
will, at your election, either endorse thereon the amount of principal paid
thereon and the last date to which interest has been paid thereon or surrender
such Note to the Obligors in exchange for a new Note or Notes pursuant to
Section 13.2. The Obligors will afford the benefits of this Section 14.2 to any
Institutional Investor that is the direct or indirect transferee of any Note
purchased by you under this Agreement and that has made the same agreement
relating to such Note as you have made in this Section 14.2. 

     

    SECTION
15. EXPENSES,
ETC. 

     

         Section 15.1. Transaction
Expenses. Whether or not the
transactions contemplated hereby are consummated, the Obligors will pay all
costs and expenses (including reasonable attorneys’ fees of a special counsel
and, if reasonably required, local or other counsel) incurred by you and each
Other Purchaser or holder of a Note in connection with such transactions and in
connection with any supplements, additional series of Notes, amendments, waivers
or consents under or in respect of this Agreement or the Notes (whether or not
such amendment, waiver or consent becomes effective), including, without
limitation: (a) the costs and expenses incurred in enforcing or defending (or
determining whether or how to enforce or defend) any rights under this Agreement
or the Notes or in responding to any subpoena or other legal process or informal
investigative demand issued in connection with this Agreement or the Notes, or
by reason of being a holder of any Note, and (b) the costs and expenses,
including financial advisors’ fees, incurred in connection with the insolvency
or bankruptcy of any Obligor or any Subsidiary or in connection with any
work-out or restructuring of the transactions contemplated hereby and by the
Notes. The Obligors will pay, and will save you and each other holder of a Note
harmless from, all claims in respect of any fees, costs or expenses, if any, of
brokers and finders (other than those retained by you). 

     

         Section 15.2.
Survival. The obligations of the
Obligors under this Section 15 will survive the payment or transfer of any Note,
the enforcement, amendment or waiver of any provision of this Agreement or the
Notes, and the termination of this Agreement. 

     

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      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    SECTION
16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
ENTIRE AGREEMENT. 

     

         All representations and warranties contained herein
shall survive the execution and delivery of this Agreement and the Notes, the
purchase or transfer by you of any Note or portion thereof or interest therein
and the payment of any Note, and may be relied upon by any subsequent holder of
a Note, regardless of any investigation made at any time by or on behalf of you
or any other holder of a Note. All statements contained in any certificate or
other instrument delivered by or on behalf of any Obligor pursuant to this
Agreement shall be deemed representations and warranties of such Obligor under
this Agreement. Subject to the preceding sentence, this Agreement and the Notes
embody the entire agreement and understanding between you and the Obligors and
supersede all prior agreements and understandings relating to the subject matter
hereof. 

     

    SECTION
17. AMENDMENT AND WAIVER. 

     

         Section 17.1.
Requirements. This Agreement and
the Notes may be amended, and the observance of any term hereof or of the Notes
may be waived (either retroactively or prospectively), with (and only with) the
written consent of the Obligors and the Required Holders, except that (a) no
amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21
hereof, or any defined term (as it is used therein), will be effective as to you
unless consented to by you in writing, and (b) no such amendment or waiver may,
without the written consent of the holder of each Note at the time outstanding
affected thereby, (i) subject to the provisions of Section 12 relating to
acceleration or rescission, change the amount or time of any prepayment or
payment of principal of, or reduce the rate or change the time of payment or
method of computation of interest or of the Make-Whole Amount on, the Notes,
(ii) change the percentage of the principal amount of the Notes the holders of
which are required to consent to any such amendment or waiver, or (iii) amend
any of Sections 8, 9.8, 11(a), 11(b), 12, 17 or 20. 

     

         Section 17.2. Solicitation
of Holders of Notes.


     

         (a)
Solicitation. The Obligors will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes. The Obligors will deliver executed or true and correct
copies of each amendment, waiver or consent effected pursuant to the provisions
of this Section 17 to each holder of outstanding Notes promptly following the
date on which it is executed and delivered by, or receives the consent or
approval of, the requisite holders of Notes. 

     

         (b)
Payment. The Obligors will not directly or indirectly pay or
cause to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security, to any holder of Notes as
consideration for or as an inducement to the entering into by any holder of
Notes of any waiver or amendment of any of the terms and provisions hereof or of
the Notes unless such remuneration is concurrently paid, or security is
concurrently granted, on the same terms, ratably to each holder of Notes then
outstanding whether or not such holder consented to such waiver or amendment.


     

    -34- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


         Section 17.3. Binding Effect,
etc. Any amendment or waiver
consented to as provided in this Section 17 applies equally to all holders of
Notes and is binding upon them and upon each future holder of any Note and upon
the Obligors without regard to whether such Note has been marked to indicate
such amendment or waiver. No such amendment or waiver will extend to or affect
any obligation, covenant, agreement, Default or Event of Default not expressly
amended or waived or impair any right consequent thereon. No course of dealing
between the Obligors and the holder of any Note nor any delay in exercising any
rights hereunder or under any Note shall operate as a waiver of any rights of
any holder of such Note. As used herein, the term “this Agreement” and
references thereto shall mean this Agreement as it may from time to time be
amended or supplemented. 

     

         Section 17.4. Notes Held by
Obligors, etc. Solely for the
purpose of determining whether the holders of the requisite percentage of the
aggregate principal amount of Notes then outstanding approved or consented to
any amendment, waiver or consent to be given under this Agreement or the Notes,
or have directed the taking of any action provided herein or in the Notes to be
taken upon the direction of the holders of a specified percentage of the
aggregate principal amount of Notes then outstanding, Notes directly or
indirectly owned by any Obligor or any of its Affiliates shall be deemed not to
be outstanding. 

     

    SECTION
18. NOTICES. 

     

         All notices and communications provided for hereunder
shall be in writing and sent (a) by telefacsimile if the sender on the same day
sends a confirming copy of such notice by a recognized overnight delivery
service (charges prepaid), or (b) by registered or certified mail with return
receipt requested (postage prepaid), or (c) by a recognized overnight delivery
service (with charges prepaid). Any such notice must be sent: 

     

         (i) if to you or your
nominee, to you or it at the address specified for such communications in
Schedule A, or at such other address as you or it shall have specified to the
Company in writing, 

     

         (ii) if to any other
holder of any Note, to such holder at such address as such other holder shall
have specified to the Company in writing, or 

     

         (iii) if to any
Obligor, to the Company at its address set forth at the beginning hereof to the
attention of Director of Finance, or at such other address as the Company shall
have specified to the holder of each Note in writing. 

     

    Notices under this Section
18 will be deemed given only when actually received. 

     

    -35- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    SECTION
19. REPRODUCTION OF DOCUMENTS. 

     

         This Agreement and all documents relating thereto,
including, without limitation, (a) consents, waivers and modifications that may
hereafter be executed, (b) documents received by you at the Closing (except the
Notes themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to you, may be reproduced by you
by any photographic, photostatic, microfilm, microcard, miniature
photographic or other similar process and you may destroy any original document
so reproduced. Each Obligor agrees and stipulates that, to the extent permitted
by applicable law, any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding (whether or not the
original is in existence and whether or not such reproduction was made by you in
the regular course of business) and any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence. This
Section 19 shall not prohibit the Obligors or any other holder of Notes from
contesting any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the inaccuracy of any such
reproduction. 

     

    SECTION
20. CONFIDENTIAL INFORMATION. 

     

         For the purposes of this Section 20, “Confidential Information” means information delivered to you by or on behalf
of any Obligor or any Subsidiary in connection with the transactions
contemplated by or otherwise pursuant to this Agreement that is proprietary in
nature and that was clearly marked or labeled or otherwise adequately identified
when received by you as being confidential information of such Obligor or such
Subsidiary, provided that such term does not include information that (a)
was publicly known or otherwise known to you prior to the time of such
disclosure, (b) subsequently becomes publicly known through no act or omission
by you or any Person acting on your behalf, (c) otherwise becomes known to you
other than through disclosure by any Obligor or any Subsidiary or (d)
constitutes financial statements delivered to you under Section 7.1 that are
otherwise publicly available. You will maintain the confidentiality of such
Confidential Information in accordance with procedures adopted by you in good
faith to protect confidential information of third parties delivered to you,
provided that you may deliver or disclose Confidential
Information to (i) your directors, trustees, officers, employees, agents,
attorneys and affiliates (to the extent such disclosure reasonably relates to
the administration of the investment represented by your Notes), (ii) your
financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the
terms of this Section 20, (iii) any other holder of any Note, (iv) any
Institutional Investor to which you sell or offer to sell such Note or any part
thereof or any participation therein (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by the provisions of
this Section 20), (v) any Person from which you offer to purchase any security
of the Obligors (if such Person has agreed in writing prior to its receipt of
such Confidential Information to be bound by the provisions of this Section 20),
(vi) any federal or state regulatory authority having jurisdiction over you,
(vii) the National Association of Insurance Commissioners or any similar
organization, or any nationally recognized rating agency that requires access to
information about your investment portfolio, or (viii) any other Person to which
such delivery or disclosure may be necessary or appropriate (w) to effect
compliance with any law, rule, regulation or order applicable to you, (x) in
response to any subpoena or other legal process, (y) in connection with any
litigation to which you are a party or (z) if an Event of Default has occurred
and is continuing, to the extent you may reasonably determine such delivery and
disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under your Notes and this Agreement. Each
holder of a Note, by its acceptance of a Note, will be deemed to have agreed to
be bound by and to be entitled to the benefits of this Section 20 as though it
were a party to this Agreement. On reasonable
request by the Obligors in connection with the delivery to any holder of a Note
of information required to be delivered to such holder under this Agreement or
requested by such holder (other than a holder that is a party to this Agreement
or its nominee or any other holder that shall have previously delivered such a
confirmation), such holder will confirm in writing that it is bound by the
provisions of this Section 20. 

     

    -36- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    SECTION 21. SUBSTITUTION OF PURCHASER. 

     

         You shall have the right to substitute any one of
your Affiliates as the purchaser of the Notes that you have agreed to purchase
hereunder, by written notice to the Company, which notice shall be signed by
both you and such Affiliate, shall contain such Affiliate’s agreement to be
bound by this Agreement and shall contain a confirmation by such Affiliate of
the accuracy with respect to it of the representations set forth in Section 6.
Upon receipt of such notice, wherever the word “you” is used in this Agreement
(other than in this Section 21), such word shall be deemed to refer to such
Affiliate in lieu of you. In the event that such Affiliate is so substituted as
a purchaser hereunder and such Affiliate thereafter transfers to you all of the
Notes then held by such Affiliate, upon receipt by the Company of notice of such
transfer, wherever the word “you” is used in this Agreement (other than in this
Section 21), such word shall no longer be deemed to refer to such Affiliate, but
shall refer to you, and you shall have all the rights of an original holder of
the Notes under this Agreement. 

     

    SECTION
22. MISCELLANEOUS. 

     

         Section 22.1. Successors and
Assigns. All covenants and other
agreements contained in this Agreement by or on behalf of any of the parties
hereto bind and inure to the benefit of their respective successors and assigns
(including, without limitation, any subsequent holder of a Note) whether so
expressed or not. 

     

         Section 22.2. Payments Due on
Non-Business Days. Anything in
this Agreement or the Notes to the contrary notwithstanding, any payment of
principal of or Make-Whole Amount or interest on any Note that is due on a date
other than a Business Day shall be made on the next succeeding Business Day
without including the additional days elapsed in the computation of the interest
payable on such next succeeding Business Day. 

     

         Section 22.3.
Severability. Any provision of
this Agreement that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall (to the full
extent permitted by law) not invalidate or render unenforceable such provision
in any other jurisdiction. 

     

         Section 22.4.
Construction. Each covenant
contained herein shall be construed (absent express provision to the contrary)
as being independent of each other covenant contained herein, so that compliance
with any one covenant shall not (absent such an express contrary provision) be
deemed to excuse compliance with any other covenant. Where any provision herein
refers to action to be taken by any Person, or which such Person is prohibited
from taking, such provision shall be applicable whether such action is taken
directly or indirectly by such Person. 

     

    -37- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


         Section 22.5.
Counterparts. This Agreement may
be executed in any number of counterparts, each of which shall be an original
but all of which together shall constitute one instrument. Each counterpart may
consist of a number of copies hereof, each signed by fewer than all, but
together signed by all, of the parties hereto. 

     

         Section 22.6. Governing
Law. This Agreement shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the law of the State of Nebraska
excluding choice-of-law
principles of the law of such State that would require the application of the
laws of a jurisdiction other than such State. 

     

    * * * * * 

     

    -38- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


         If you are in agreement with the foregoing, please
sign the form of agreement on the accompanying counterpart of this Agreement and
return it to the Company, whereupon the foregoing shall become a binding
agreement between you and the Obligors. 

     

    
      	
            	Very truly yours,
	
            	  
	
            	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
	
            	 
	
            	By 	/s/ Dennis Highby
	
            	
            	Name: Dennis Highby 
  
	
            	
            	Title:   
      President, CEO, Vice President or Manager  
	
            	 
	
            	 
	
            	CABELA’S TROPHY PROPERTIES, LLC
	
            	 
	
            	By
      	/s/ Gregg Severinson
	
            	
            	Name: Gregg Severinson 
    
	
            	
            	Title:    Vice
      President and Manager  
	
            	 
	
            	CABELA’S RETAIL TX, L.P.
	
            	 
	
            	By:
      	Cabela’s Retail GP, LLC
	
            	Its:	General
Partner


    


    
      	
            	
            	By 	/s/ Dennis Highby  
	 	
            	 	Name:
      Dennis Highby
	
            	
            	
            	Title:   
  President


    


    -39- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

    
      	
            	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/
      Christopher J. Henderson 
	
            	
            	      Name:
      Christopher J. Henderson
	
            	
            	     
      Title:    Counsel


    


    -40- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

    
      	 	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/
      Christopher J. Henderson 
	
            	
            	      Name: Christopher J. Henderson
	
            	
            	      Title:   
  Counsel


    


    -41- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

    
      	
            	GIBRALTAR LIFE INSURANCE CO., LTD.
	 	
            	  
	 	By:  	Prudential Investment Management
	
            	
            	(Japan), Inc.,
      as Investment Manager 
	
            	
            	  
	
            	By:  	Prudential Investment Management,
    Inc.,
	
            	
            	as
      Sub-Adviser
	
            	
            	  
	
            	
            	  
	
            	
            	By /s/
      G. Anthony Coletta
	
            	
            	      Name: G.
      Anthony Coletta 
	
            	
            	      Title:    Vice
    President


    


    -42- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

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


    


    -43- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

    
      	 	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/
      G. Anthony Coletta
	
            	
            	      Name: G. Anthony
      Coletta 
	
            	
            	     
      Title:    Vice
President


    


    -44- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

    
      	
            	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/
      G. Anthony Coletta
	
            	
            	      Name: G. Anthony
      Coletta 
	 	
            	     
      Title:    Vice
President


    


    -45- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

    
      	
            	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


    


    -46- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

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


    


    -47- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

    
      	
            	BERKSHIRE LIFE INSURANCE COMPANY OF
	
            	
            	AMERICA
	
            	
            	  
	 	
            	  
	 	By  	/s/ Brian Keating
	
            	
            	Name:  	Brian
      Keating
	
            	
            	Title:	Director, Fixed
Income


    


    -48- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

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


    


    -49- 

     

    

    
    


    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

    
      	
            	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: Vice
      President-Private Placements


    


    -50- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

    
      	
            	AMERICAN INVESTORS LIFE INSURANCE
	
            	
            	COMPANY    
	
            	
            	  
	 	By:  	AmerUs Capital Management Group,
  Inc.,
	
            	
            	its authorized attorney-in-fact
	
            	
            	  
	
            	
            	  
	
            	
            	  
	
            	
            	By /s/ Roger D. Fors
	
            	
            	      Name: 
      	Roger
      D. Fors
	
            	
            	      Title:	Vice
      President-Private Placements


    


    -51- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

    
      	
            	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:
	Vice President-Private Placements 
    


    


    -52- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

    
      	
            	GENWORTH LIFE AND ANNUITY INSURANCE
	
            	     
      COMPANY
	
            	  
	 	  
	
            	  
	
            	By /s/ Scott Sell
	
            	      Name: 
      	Scott
      Sell
	
            	      Title:	Investment
Officer


    


    -53- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

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

	 	  	Insurance Company
	 	  
	
            	  
	
            	  
	
            	  	By /s/
      Mark Staub
	
            	  	      Name: Mark
      Staub
	
            	  	      Title: Vice
President


    


    -54- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

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


    


    -55- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

    
      	
            	AMERITAS LIFE INSURANCE CORP.
	
            	
            	  
	
            	By: 	Ameritas Investment Advisors Inc.,
  as
	
            	
            	Agent
	
            	
            	  
	
            	
            	  
	 	 	  
	
            	 	By /s/ Andrew S. White
	
            	
            	     
      Name: 	Andrew S. White   
	
            	
            	      Title:
	Vice President - Fixed
      Income   
	
            	
            	
            	Securities



    


    -56- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

    
      	
            	ACACIA LIFE INSURANCE COMPANY
	
            	
            	  
	
            	By: 	Ameritas Investment Advisors Inc.
  as
	
            	
            	Agent
	
            	
            	  
	
            	
            	  
	
            	
            	  
	
            	
            	By /s/ Andrew S. White
	
            	 	      Name: 	Andrew S. White   
	
            	
            	      Title: 	Vice President - Fixed
      Income   
	
            	
            	 	Securities 


    


    -57- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

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


    


    -58- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

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


    


    -59- 

     

    

    
    



    
      	Cabela’s Incorporated, et al.	Note
      Purchase Agreement


    


    This Agreement is hereby
accepted and agreed to as of the date thereof. 

     

    
      	
            	SECURITY FINANCIAL LIFE INSURANCE CO.
	
            	  
	
            	  
	 	  
	
            	By /s/ Kevin W. Hammond
	
            	      Name: 
      	Kevin
      W. Hammond
	
            	      Title:	Senior
      Director - Investments


    


    -60- 

     

    

    
    



    A-1 

     

    INFORMATION RELATING TO PURCHASERS


     

    
      	  	PRINCIPAL AMOUNT OF
	  	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	PRINCIPAL LIFE INSURANCE COMPANY	$19,800,000
	c/o
      Principal Global Investors, LLC	$3,000,000
	711
      High Street	$2,000,000
	Des
      Moines, Iowa 50392-0800	$1,650,000
	  	$1,000,000
	  	$500,000
	  	$250,000
	  	$250,000
	  	$250,000
	  	$200,000
	  	$100,000


    


    Payments 

     

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

     

    ABA #121000248 
Wells Fargo Bank, N.A. 
San
Francisco, CA 
For credit to
Principal Life Insurance Company 
Account No. 0000014752 
OBI PFGSE (S)
B0068470() 
Attention: PPN Number
12681# AA 5 - Cabela’s Incorporated, 5.99% Senior Notes, Series 2006-A due
February 27, 2016 

     

    With sufficient information (including Cusip number,
interest rate, maturity date, interest amount, principal amount and premium
amount, if applicable) to identify the source and application of such funds.


     

     

     

     

     

     

     

    SCHEDULE A 
(to
Note Purchase Agreement) 

     

    

    
    



    A-2 

     

    All notices to:


     

    Principal Global Investors, LLC 
711 High Street,
G-26 
Des Moines, Iowa 50392-0800 
Attention: Fixed Income Private Placements


     

    and via Email:
Privateplacements2@exchange.principal.com 

     

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

     

    Principal Global Investors, LLC 
711 High Street

Des Moines, Iowa 50392-0960 

         Attention: Investment Accounting Fixed Income
Securities 

     

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

     

    Taxpayer I.D. Number:
42-0127290 

     

    

    
    


    A-3 

     

    
      	  	PRINCIPAL AMOUNT OF
	  	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	SYMETRA LIFE INSURANCE COMPANY	$5,000,000
	c/o
      Principal Global Investors, LLC	  
	711
      High Street	  
	Des
      Moines, Iowa 50392-0800	  
	Attention: Fixed Income Private
      Placements	  


    


    Payments 

     

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

     

    ABA No.: 021000021 
JPMorgan Chase 
For Acct:
Funds Clearance 
Account: 9009002859 
OBI PFGSE (S) B0068470()

Attention: PPN Number 12681# AA 5 -
Cabela’s Incorporated, 5.99% Senior Notes, Series 2006-A due February 27, 2016

      Symetra Life - Annuities/AFS #P21158


     

    With sufficient information (including interest rate,
maturity date, interest amount, principal amount and premium amount, if
applicable) to identify the source and application of such funds. 

     

    All notices to:


     

    Symetra Life Insurance Company 
c/o Principal
Global Investors, LLC 
711 High Street, G-26 
Des Moines, Iowa 50392-0800

Attention: Fixed Income Private Placements 

     

    and via Email:
Privateplacements2@exchange.principal.com 

     

    

    
    



    A-4 

     

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

     

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

     

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

     

    Taxpayer I.D. Number:
91-0742147

     

    

    
    


    A-5

     

    
      	  	PRINCIPAL AMOUNT OF
	  	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	SYMETRA LIFE INSURANCE COMPANY	$5,000,000
	c/o
      Principal Global Investors, LLC	  
	711
      High Street	 
	Des
      Moines, Iowa 50392-0800	  
	Attention: Fixed Income Private
      Placements	  


    


    Payments 

     

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

     

    ABA No.: 021000021 
JPMorgan Chase 
For Acct:
Funds Clearance 
Account: 9009002859 
OBI PFGSE (S) B0068470()

Attention: PPN Number 12681# AA 5 -
Cabela’s Incorporated, 5.99% Senior Notes, Series 2006-A due February 27, 2016

     Symetra Life – BOLI U LIFE #P21163 

     

    With sufficient information (including interest rate,
maturity date, interest amount, principal amount and premium amount, if
applicable) to identify the source and application of such funds. 

     

    All notices to:


     

    Symetra Life Insurance Company 
c/o Principal
Global Investors, LLC 
711 High Street, G-26 
Des Moines, Iowa 50392-0800

Attention: Fixed Income Private Placements 

     

    and via Email:
Privateplacements2@exchange.principal.com 

     

    

    
    



    A-6 

     

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

     

    Symetra Life Insurance Company 
c/o Principal
Global Investors, LLC 
711 High Street 
Des Moines, Iowa 50392-0960

Attention: Investment Accounting
Fixed Income Securities 

     

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

     

    Taxpayer I.D. Number:
91-0742147 

     

    

    
    



    A-7

     

    
      	  	PRINCIPAL AMOUNT OF
	  	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	SYMETRA LIFE INSURANCE COMPANY	$5,000,000
	c/o
      Principal Global Investors, LLC	 
	711
      High Street	  
	Des
      Moines, Iowa 50392-0800	  
	Attention: Fixed Income Private
      Placements	  


    


    Payments 

     

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

     

    The Bank of New York 
ABA #021-000-018 
BNF:
IOC566 
F/A/O Symetra Life LTD
Maturity #196 
Account #318572 
Attention: P & I Department 
OBI
PFGSE (S) B0068470() 
Attention: PPN
Number 12681# AA 5 - Cabela’s Incorporated, 5.99% Senior Notes, Series 2006-A
due February 27, 2016 

     

    With sufficient information (including interest rate,
maturity date, interest amount, principal amount and premium amount, if
applicable) to identify the source and application of such funds. 

     

    All notices to:


     

    Symetra Life Insurance Company 
c/o Principal
Global Investors, LLC 
711 High Street, G-26 
Des Moines, Iowa 50392-0800

Attention: Fixed Income Private Placements 

     

    and via Email:
Privateplacements2@exchange.principal.com 

     

    

    
    



    A-8 

     

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

     

    Symetra Life Insurance Company 
c/o Principal
Global Investors, LLC 
711 High Street 
Des Moines, Iowa 50392-0960

Attention: Investment Accounting
Fixed Income Securities 

     

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

     

    Taxpayer I.D. Number:
91-0742147 

     

    

    
    


    A-9 

     

    
      	
            	PRINCIPAL AMOUNT OF
	
            	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	GIBRALTAR LIFE INSURANCE CO., LTD.	$12,500,000
	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	  


    


    Payments 

     

    All principal, interest and
Make-Whole Amount payments on account of Notes held by such purchaser shall be
made by wire transfer of immediately available funds for credit to:

     

    JPMorgan Chase Bank
New York, NY 
ABA No.:
021-000-021 
Account No.: P86246
(please do not include spaces)
Account Name: Gibraltar Private 

     

    Each such wire transfer shall set forth the name of
the Company, a reference to “5.99% Senior Notes, Series 2006-A due February 27,
2016, Security No. INV10673, PPN 12681# AA 5” and the due date and application
(as among principal, interest and Make-Whole Amount) of the payment being
made.

     

    All payments, other than, principal, interest or Make-Whole Amount on account
of Notes held by such purchaser shall be made by wire transfer of immediately
available funds for credit to:

     

    JPMorgan Chase Bank
New York, NY
ABA No.:
021-000-021
Account No.: 304199036 
Account Name: Prudential International Insurance
Service Company 

     

    Each such wire transfer shall set forth the name of
the Company, a reference to “5.99% Senior Notes, Series 2006-A due February 27,
2016, Security No. INV10673, PPN 12681# AA 5” and the due date and application
(e.g., type of fee) of the payment being made. 

     

    

    
    


    A-10 

     

    Address for all notices
relating to payments: 

     

    The Gibraltar Life Insurance Co., Ltd.
2-13-10,
Nagatacho 
Chiyoda-ku, Tokyo 100-8953, Japan
Telephone:
81-3-5501-6680
Facsimile: 81-3-5501-6432 
E-mail:
Yoshiki.saito@gib-life.co.jp 

     

    
      	     	Attention:     	Yoshiki
      Saito
	
            	  	Vice
      President of Investment Operations
Team


    


    Address for all other
communications and notices addressed as first provided above. 

     

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

     

    Taxpayer I.D. Number:
98-0408643 

     

    

    
    


    A-11 

     

    
      	
            	PRINCIPAL AMOUNT OF
	
            	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	THE PRUDENTIAL INSURANCE COMPANY	$6,500,000
	     OF AMERICA	
            
	c/o
      Prudential Capital Group	 
	Two
      Prudential Plaza	 
	180
      North Stetson Street, Suite 5600	
            
	Chicago, Illinois 60601-6716	
            
	Attention: Managing Director	
            
	  	
            
	Payments	  


    


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

     

    Account Name; The Prudential - Privest Portfolio

Account No.: P86189 (please do not include spaces) 

     

    JPMorgan Chase Bank
New York, NY
ABA No.:
021-000-021 

     

    Each such wire transfer shall set forth the name of
the Company, a reference to “5.99% Senior Notes, Series 2006-A due February 27,
2016, Security No. INV10673, PPN 12681# AA 5” and the due date and application
(as among principal, interest and Make-Whole Amount) of the payment being made.


     

    Notices 

     

    Address for all notices
relating to payments: 

     

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


     

    

    
    


    A-12 

     

    Recipient of telephonic prepayment notices:


     

    Manager, Trade Management Group
Telephone: (973)
367-3141
Facsimile: (888) 889-3832 

     

    All other notices and
communications to be addressed as first provided above. 

     

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

     

    Taxpayer I.D. Number:
22-1211670 

     

    

    
    


    A-13 

     

    
      	
            	PRINCIPAL AMOUNT OF
	
            	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	MTL INSURANCE COMPANY	$3,000,000
	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	  


    


    Payments 

     

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

     

    Northern Chgo/Trust
ABA # 071000152

Credit Wire Account # 5186061000

FFC: 26-32065/MTL Insurance Company
- Prudential 

     

    Each such wire transfer shall set forth the name of
the Company, a reference to “5.99% Senior Notes, Series 2006-A due February 27,
2016, PPN 12681# AA 5” and the due date and application (as among principal,
interest and Make-Whole Amount) of the payment being made. 

     

    Notices 

     

    All notices of payments and
written confirmations of such wire transfers: 

     

    MTL Insurance Company
1200 Jorie Blvd.

Oak Brook, IL
60522-9060
Attention: Margaret Culkeen 

     

    All other notices and
communications to be addressed as first provided above. 

     

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

     

    Taxpayer I.D. Number:
36-1516780 

     

    

    
    


    A-14 

     

    
      	
            	PRINCIPAL AMOUNT OF
	
            	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	SECURITY BENEFIT LIFE INSURANCE COMPANY, INC.	$3,000,000
	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	  


    


    Payments 

     

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

     

    UMB Bank N.A.
ABA No.: 101000695 
Account Name: Trust Operations
Account No.:
9870161974
Reference: Security
Benefit Life Ins. Co. Acct. #126139.1 

     

    Each such wire transfer shall set forth the name of
the Company, a reference to “5.99% Senior Notes, Series 2006-A due February 27,
2016, PPN 12681# AA 5” and the due date and application (as among principal,
interest and Make-Whole Amount) of the payment being made. 

     

    Notices 

     

    All notices of payments and
written confirmations of such wire transfers: 

     

    UMB Bank
928 Grand Blvd., 10th Floor
Kansas City, MO
64106
Attention: Mike Ortiz 

     

    All other notices and
communications to be addressed as first provided above. 

     

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

     

    Taxpayer I.D. Number:
43-6295832 

     

    

    
    


    A-15 

     

    
      	
            	PRINCIPAL AMOUNT OF
	
            	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY	$15,000,000
	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	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    
      	     	The Bank of New York
	
            	ABA #021-000-018
	
            	BNF Account #: IOC 566
	
            	For Further Credit to: 	The Variable Annuity Life Insurance
      Company
	 	Account No. 260735 	 
	
            	Ref: PPN# 12681# AA 5 and Prin:
      $____________Int: $__________________


    


    Notices 

     

    All notices of payment on or
in respect of the Notes and written confirmation of each such payment to:


     

    AIG Global Investment Group
c/o The Bank of New
York
Attention: P & I Department
P.O. Box 19266
Newark, New Jersey
07195
Telephone: (718) 315-3026
Fax: (718) 315-3076 

     

    

    
    


    A-16

     

    Duplicate payment notices,
compliance information and all other correspondences to be addressed as first
provided above with a copy to: 

     

    The Variable Annuity Life Insurance Company
c/o
AIG Global Investment Group
2929 Allen Parkway, Suite A36-04
Houston,
Texas 77019-2155
Attention: Private Placement Department
Facsimile Number:
(713) 831-1072 

     

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

     

    Taxpayer I.D. Number:
74-1625348 

     

    

    
    


    A-17 

     

    
      	
            	PRINCIPAL AMOUNT OF
	
            	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	AIG ANNUITY INSURANCE COMPANY	$10,000,000
	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	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    The Bank of New York
ABA #021-000-018
BNF
Account #: IOC 566 
For Further
Credit to: AIG Annuity Reinsurance 
Account No. 260704 
Ref: PPN 12681# AA
5 and Principal $__________I $__________  

     

    Notices 

     

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


     

    AIG Global Investment Group
c/o The Bank of New
York
Attention: P & I Department 
P.O. Box 19266 
Newark, New
Jersey 07195
Telephone: (718) 315-3026
Facsimile Number: (718) 315-3076


     

    

    
    


    A-18

     

    Duplicate payment notices,
compliance information and all other correspondences to be addressed as first
provided above with a copy to: 

     

    AIG Annuity Reinsurance
c/o AIG Global Investment
Group
2929 Allen Parkway, Suite A36-04
Houston, Texas
77019-2155
Attention: Private Placement Department
Facsimile Number: (713)
831-1072 

     

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

     

    Taxpayer I.D. Number:
75-0770838 

     

    

    
    


    A-19 

     

    
      	
            	PRINCIPAL AMOUNT OF
	
            	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA	$20,000,000
	7
      Hanover Square	
            
	New
      York, NY 10004-2616	
            
	Attention: Barry Scheinholtz	 
	Investment Department 20-D	
            
	Fax
      Number: (212) 919-2658/2656	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    JP Morgan Chase
FED ABA
#021000021
CHASE/NYC/CTR/BNF
A/C 900-9-000200
Reference A/C #G05978, Guardian Life, PPN 12681# AA
5, Cabela’s Incorporated 

     

    Notices 

     

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


     

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

     

    Taxpayer I.D. Number:
13-5123390 

     

    

    
    


    A-20 

     

    
      	
            	PRINCIPAL AMOUNT OF
	
            	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	BERKSHIRE LIFE INSURANCE COMPANY OF AMERICA	$5,000,000
	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	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    JPMorgan Chase
FED ABA
#021000021
Chase/NYC/CTR/BNF
A/C #900-9-000200 
Reference A/C #G07064, Berkshire Life Insurance, PPN
12681# AA 5, Cabela’s Incorporated 

     

    Notices 

     

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


     

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

     

    Taxpayer I.D. Number:
75-1277524 

     

    

    
    


    A-21 

     

    
      	
            	PRINCIPAL AMOUNT OF
	
            	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	TRANSAMERICA OCCIDENTAL LIFE	$17,000,000
	     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	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    Mellon Trust of New England
ABA# -
011001234
Credit DDA Account #125261
Attn: MBS Income, cc 1253
Custody
account # TRAF1505102
FC TOLIC Private 

     

    Notices 

     

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

     

    E-mail: paymentnotifications@aegonusa.com 
AEGON USA Investment Management, LLC

Attention: Custody Operations-Privates 
4333 Edgewood Road N.E.

Cedar Rapids, IA 52499-7013


     

    

    
    


    A-22 

     

    All other notices and
communications (including financial statement and reporting) to be addressed as
first provided above with a copy to: 

     

    AEGON USA Investment Management, LLC 
Attention: Debbie Thompson – Private Corporate
Finance
400 West Market Street, 10th Floor
Louisville, KY 40202

Phone: (502) 560-2961
Fax: (502)
560-2030 

     

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

     

    Taxpayer I.D. Number:
95-1060502 

     

    

    
    


    A-23 

     

    
      	
            	PRINCIPAL AMOUNT OF
	
            	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	TRANSAMERICA OCCIDENTAL LIFE	$5,000,000
	     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	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    Mellon Trust of New England
ABA# -
011001234
Credit DDA Account #125261
Attn: MBS Income, cc 1253
Custody
account # TRAF1515182
FC TOLIC Private 

     

    Notices 

     

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

     

    E-mail: paymentnotifications@aegonusa.com 
AEGON USA Investment Management, LLC

Attention: Custody Operations-Privates 
4333 Edgewood Road N.E.

Cedar Rapids, IA 52499-7013


     

    

    
    


    A-24 

     

    All other notices and
communications (including financial statement and reporting) to be addressed as
first provided above with a copy to: 

     

    AEGON USA Investment Management, LLC 
Attention: Debbie Thompson – Private Corporate
Finance
400 West Market Street, 10th Floor
Louisville, KY 40202

Phone: (502) 560-2961
Fax: (502)
560-2030 

     

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

     

    Taxpayer I.D. Number:
95-1060502 

     

    

    
    


    A-25 

     

    
      	
            	PRINCIPAL AMOUNT OF
	
            	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	TRANSAMERICA OCCIDENTAL LIFE	$3,000,000
	     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	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    Mellon Trust of New England
ABA# - 011001234

Credit DDA Account #125261 
Attn: MBS Income, cc 1253 
Custody account
# TRAF1505472 
FC TOLIC Private 

     

    Notices 

     

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

     

    E-mail: paymentnotifications@aegonusa.com 
AEGON USA Investment Management, LLC

Attention: Custody Operations-Privates 
4333 Edgewood Road N.E.

Cedar Rapids, IA 52499-7013


     

    

    
    


    A-26 

     

    All other notices and
communications (including financial statement and reporting) to be addressed as
first provided above with a copy to: 

     

    AEGON USA Investment Management, LLC 
Attention: Debbie Thompson – Private Corporate
Finance
400 West Market Street, 10th Floor
Louisville, KY 40202

Phone: (502) 560-2961
Fax: (502)
560-2030 

     

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

     

    Taxpayer I.D. Number:
95-1060502 

     

    

    
    


    A-27 

     

    
      	
            	PRINCIPAL AMOUNT OF
	
            	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	AMERUS LIFE INSURANCE COMPANY	$12,000,000
	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	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    The Bank of New York
New York, New York
ABA
#021 000 018
Credit A/C #GLA111566 
Attention: Institutional Custody Insurance Division

Reference: AmerUs Life Account
010040, PPN Number 12681# AA 5 

     

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

     

    AmerUs Life Insurance Company
c/o AmerUs Capital
Management 
699 Walnut Street, Suite 1700 
Des Moines, Iowa 50309

Attention: Barb Norton 
Telephone: (515) 362-3556 
Fax: (515) 362-3631


     

    All other notices and
communications to be addressed as first provided above. 

     

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

     

    Taxpayer I.D. Number for
Hare & Co.: 13-6062916 

     

    Taxpayer I.D. Number for
AmerUs Life Insurance Company: 42-0175020 

     

    

    
    


    
      	
            	A-28
	 	  
	 	PRINCIPAL AMOUNT OF
	 	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	AMERICAN INVESTORS LIFE INSURANCE COMPANY	$8,000,000
	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


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    
      	           
    	The
      Bank of New York
	 	New
      York, New York
	
            	ABA
      #021 000 018
	
            	Credit
      A/C #GLA111566
	
            	A/C
      Name: Institutional Custody Insurance Division
	
            	Reference: American Investors Life Account
      010048, PPN Number 12681# AA 5


    


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

     

    
      	           
    	American Investors Life Insurance
    Company
	 	c/o
      AmerUs Capital Management
	
            	699
      Walnut Street, Suite 1700
	
            	Des
      Moines, Iowa 50309
	
            	Attention: Barb Norton
	
            	Telephone: (515) 362-3556
	
            	Fax:
      (515) 362-3631


    


    All other notices and
communications to be addressed as first provided above.

     

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

     

    Taxpayer I.D. Number for
Hare & Co.: 13-6062916

     

    Taxpayer I.D. Number for
American Investors Life Insurance Company: 48-0696320  

     

    

    
    



    
      	
            	A-29
	 	  
	
            	PRINCIPAL
      AMOUNT OF
	
            	SERIES
      2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE
      PURCHASED
	INDIANAPOLIS LIFE INSURANCE COMPANY	 $5,000,000
	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


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    
      	           
    	The
      Bank of New York
	
            	New
      York, New York
	
            	ABA
      #021 000 018
	
            	Credit
      A/C #GLA111566
	
            	Attention: Institutional Custody Insurance
      Division
	
            	Reference: Indianapolis Life Account 177862,
      PPN Number 12681# AA 5


    


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

     

    
      	           
    	Indianapolis Life Insurance
Company
	
            	c/o
      AmerUs Capital Management
	
            	699
      Walnut Street, Suite 1700
	
            	Des
      Moines, Iowa 50309
	 	Attention: Barb Norton
	
            	Telephone: (515) 362-3556
	
            	Fax:
      (515) 362-3631


    


    All other notices and
communications to be addressed as first provided above.

     

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

     

    Taxpayer I.D. Number for
Hare & Co.: 13-6062916 

     

    Taxpayer I.D. Number for
Indianapolis Life Insurance Company: 35-0413330  

     

    

    
    



    
      	
            	A-30
	 	  
	  	PRINCIPAL AMOUNT OF
	  	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	GENWORTH LIFE AND ANNUITY INSURANCE COMPANY	$15,000,000
	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	  


    

     

    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    
      	           
    	Hare
      & Co.
	
            	The
      Bank of New York
	
            	ABA
      #021000018
	 	Account
      Number/Beneficiary: GLA111566
	
            	SWIFT
      Code: IRVTUS33
	
            	Bank to
      Bank Information: Genworth Life and Annuity Insurance Company,
      Account
	
            	#127022, Cusip/PPN and security description,
      and identify principal and interest
amounts


    


    Notices 

     

    All notices and
communications including original note agreement, conformed copy of the note
agreement, amendment requests, financial statements and other general
information to be addressed as follows (If
available, an electronic copy is additionally requested. Please send to the
following e-mail address: gnw.privateplacements@genworth.com): 

     

    
      	           
    	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


    


    

    
    



    A-31 

     

    Notices with respect to
payments and written confirmation of each such payment, including interest
payments, redemptions, premiums, make wholes, and fees should also be
addressed as above with additional copies addressed
to the following: 

     

    
      	           
    	State
      Street
	 	Account: Genworth Life and Annuity Insurance
      Company
	
            	801
      Pennsylvania
	
            	Kansas
      City, Missouri 64105
	
            	Attention: Tammy Karn
	
            	Phone
      Number: (816) 871-9286
	
            	Fax
      Number: (816) 691-5593
	
            	geam@statestreetkc.com (preferred delivery
      method)
	
            	 
	
            	and
	
            	 
	
            	Hare
      & Co.
	
            	The
      Bank of New York
	
            	Income
      Collection Department
	
            	P.O.
      Box 11203
	
            	New
      York, New York 10286
	
            	Attention: PP P&I Department
	
            	Ref:
      Genworth Life and Annuity Insurance Company, Account #127022, Cusip/PPN
      and
	
            	Security Description
	
            	P&I
      Contact: Anthony Largo – (718)
315-3022


    


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

     

    Taxpayer I.D. Number:
54-0283385 

     

    

    
    



    
      	 	A-32
	 	  
	  	PRINCIPAL AMOUNT OF
	  	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	JACKSON NATIONAL LIFE INSURANCE COMPANY	$10,000,000
	5901
      Executive Drive	 
	Lansing, Michigan 48911	  


    

     

    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    
      	           
    	The
      Bank of New York
	
            	ABA
      #021-000-018
	 	BNF
      Account #: IOC566
	
            	FBO: Jackson National Life
	
            	Ref:CUSIP/PPN, Description, and Breakdown
      (P&I)


    


    Notices 

     

    Payment notices should be
sent to: 

     

    
      	           
    	Jackson
      National Life Insurance Company
	
            	c/o The
      Bank of New York
	 	Attention: P&I Department
	
            	P.O.
      Box 19266
	
            	Newark,
      New Jersey 07195
	
            	Phone:
      (718) 315-3035
	
            	Fax:
      (718) 315-3076


    


    Original documents and
copies of notes and certificates, notices, waivers, amendments, consents, and
financial information should be sent to: 

     

    
      	           
    	PPM
      America, Inc.
	
            	225
      West Wacker Drive, Suite 1100
	 	Chicago, Illinois 60606-1228
	
            	Attention: Private Placements –Mark
    Staub
	
            	Phone:
      (312) 634-1212
	
            	Fax:
      (312) 634-0054
	
            	 
	
            	and


    


    

    
    

    
A-33 

     

    
      	           
    	Jackson
      National Life Insurance Company
	
            	225
      West Wacker Drive, Suite 1100
	
            	Chicago, Illinois 60606-1228
	
            	Attention: Investment Accounting - Mark
      Stewart
	
            	Phone:
      (312) 338-5832
	
            	Fax:
      (312) 236-5224


    


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

     

    Taxpayer I.D. Number:
38-1659835 

     

    

    
    



    
      	  	A-34
	 	  
	  	PRINCIPAL AMOUNT OF
	  	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	LIFE INSURANCE COMPANY OF THE SOUTHWEST	$7,000,000
	c/o
      National Life Insurance Company	  
	One
      National Life Drive	  
	Montpelier, Vermont 05604	 
	Attention: Private Placements	  
	Fax
      Number: (802) 223-9332	  
	E-mail:
      shiggins@nationallife.com	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

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


    


    Notices 

     

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


     

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

     

    Taxpayer I.D. Number:
75-0953004 

     

    

    
    



    
      	  	A-35
	 	  
	  	PRINCIPAL AMOUNT OF
	  	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	AMERITAS LIFE INSURANCE CORP. - CLOSED BLOCK	$2,000,000
	5900
      “O” Street	 
	Lincoln, Nebraska 68510-2234	  


    

     

    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    
      	           
    	State
      Street Bank & Trust Company
	 	ABA
      #011-000-028
	
            	BNF:
      Physical Income Account
	
            	DDA
      Clearing Account #00076026
	
            	Further
      Credit – Custody Fund #1EJL for Ameritas Life Insurance Corp. - Closed
      Block
	
            	Reference: CUSIP; Issue Name and
      source/application of funds (P&I,
etc.)


    


    Notices 

     

    All notices of payment on or
in respect of the Notes and written confirmation of each such payment and all
other notices and communications to be sent in duplicate to: 

     

    
      	           
    	State
      Street Bank
	 	P.O.
      Box 5756
	
            	Boston,
      MA 02206
	
            	Attention: Michael Rodelle and
	
            	for the
      Account of State Street, #1EJL Ameritas Life Insurance Corp. - Closed
      Block
	
            	 
	
            	and    
	
            	 
	
            	Ameritas Life Insurance Corp.
	
            	Ameritas Investment Advisors Inc.
	
            	390
      North Cotner Blvd.
	
            	Lincoln, NE 68505
	
            	Fax
      Number: (402) 467-6970


    


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

     

    Taxpayer I.D. Number for
Chimebreak & Co.: 65-1186793

     

    Taxpayer I.D. Number for
Ameritas Life Insurance Corp.: 47-0098400 

     

    

    
    



    
      	  	A-36
	 	  
	  	PRINCIPAL AMOUNT OF
	 	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	AMERITAS LIFE INSURANCE CORP.	 $1,000,000
	5900
      “O” Street	 
	Lincoln, Nebraska 68510-2234	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    
      	           
    	State
      Street Bank & Trust Company
	 	ABA
      #011-000-028
	
            	BNF:
      Physical Income Account
	
            	DDA
      Clearing Account #00076026
	
            	Further
      Credit – Custody Fund #1EJH for Ameritas Life Insurance Corp.
	
            	Reference: CUSIP; Issue Name and
      source/application of funds (P&I,
etc.)


    


    Notices 

     

    All notices of payment on or
in respect of the Notes and written confirmation of each such payment and all
other notices and communications to be sent in duplicate to: 

     

    
      	           
    	State
      Street Bank
	 	P.O.
      Box 5756
	
            	Boston,
      Massachusetts 02206
	
            	Attention: Michael Rodelle and
	
            	for the
      Account of State Street, #1EJH Ameritas Life Insurance Corp.
	
            	 
	
            	and
	
            	 
	
            	Ameritas Life Insurance Corp.
	
            	Ameritas Investment Advisors Inc.
	
            	390
      North Cotner Blvd.
	
            	Lincoln, Nebraska 68505
	
            	Fax #:
      (402) 467-6970


    


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

     

    Taxpayer I.D. Number for
Chimeboard & Co.: 65-1186912

     

    Taxpayer I.D. Number for
Ameritas Life Insurance Corp.: 47-0098400 

     

    

    
    



    
      	  	A-37
	 	  
	  	PRINCIPAL AMOUNT OF
	  	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	ACACIA LIFE INSURANCE COMPANY	$3,000,000
	5900
      “O” Street	  
	Lincoln, Nebraska 68510-2234	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    
      	           
    	State
      Street Bank & Trust Company
	
            	ABA
      #011-000-028
	
            	BNF:
      Physical Income Account
	 	DDA
      Clearing Account #00076026
	
            	Further
      Credit – Custody Fund #1EJP for Acacia Life Insurance Company
	
            	Reference: CUSIP; Issue Name and
      source/application of funds (P&I,
etc.)


    


    Notices 

     

    All notices of payment on or
in respect of the Notes and written confirmation of each such payment and all
other notices and communications to be sent in duplicate to: 

     

    
      	           
    	State
      Street Bank
	
            	P.O.
      Box 5756
	
            	Boston,
      Massachusetts 02206
	
            	Attention: Michael Rodelle and
	
            	for the
      Account of State Street, #1EJP Acacia Life Insurance Company
	
            	 
	 	and
	
            	 
	
            	Acacia
      Life Insurance Company
	
            	Ameritas Investment Advisors, Inc.
	
            	390
      North Cotner Blvd.
	
            	Lincoln, Nebraska 68505
	
            	Fax #:
      (402) 467-6970


    


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

     

    Taxpayer I.D. Number for
Chimebridge & Co.: 65-1186790

     

    Taxpayer I.D. Number for
Acacia Life Insurance Company: 53-0022880 

     

    

    
    



    
      	 	A-38
	 	  
	  	PRINCIPAL AMOUNT OF
	 	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	EQUITRUST LIFE INSURANCE COMPANY	$3,000,000
	5400
      University Avenue	 
	West
      Des Moines, Iowa 50266-5997	  
	Attention: Securities Department	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    
      	           
    	JP
      Morgan Chase Bank
	
            	ABA No.
      021000021
	
            	Reference:G10559
	
            	Reference:Equitrust Life Insurance
  Company


    


    Notices 

     

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


     

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

     

    Taxpayer I.D. Number for
Cudd & Co.: 13-6022143 

     

    

    
    





    
      	  	A-39
	 	  
	 	PRINCIPAL AMOUNT OF
	  	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	ASSURITY LIFE INSURANCE COMPANY	$3,000,000
	Attention: Investment Division	  
	4000
      Pine Lake Road	 
	Lincoln, Nebraska 68516	  


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to: 

     

    
      	           
    	US Bank
      National Association
	 	13th
      & M Streets
	
            	Lincoln, Nebraska 68508
	
            	ABA
      #1040-0002-9
	
            	For
      credit to Assurity Life Insurance Company
	
            	Account
      Number: 1-494-0092-9092
 
	
            	With
      sufficient notation to identify the source of the
  funds.


    


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

     

    
      	           
    	Assurity Life Insurance Company
	 	Attention: Investment Division
	
            	Regular Mailing Address: 
	
            	P.O.
      Box 82248
	
            	Lincoln, Nebraska 68501-2248
	
            	Overnight Mailing Address:
	
            	4000
      Pine Lake Road
	
            	Lincoln, NE 68516
	
            	Fax:
      (402) 458-2170


    


    

    
    



    
      	           
    	A-40
	 	  
	All notices and communications other than those
      in respect to payments to be addressed to:
	
            	 
	
            	Assurity Life Insurance Company
	
            	4000
      Pine Lake Road
	
            	Lincoln
      NE 68516
	
            	Attention: Vic Weber, Senior Director -
      Investments
	 	(402)
      437-3682
	
            	(402)
      458-2170 Fax
	
            	e-mail:
      vweber@secmut.com


    


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

     

    Taxpayer I.D. Number:
38-1843471 

     

    

    
    




    
      	  	A-41
	 	  
	  	PRINCIPAL AMOUNT OF
	  	SERIES 2006-A
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	SECURITY FINANCIAL LIFE INSURANCE CO.	$2,000,000
	4000
      Pine Lake Road	  
	P. O.
      Box 82248	  
	Lincoln, Nebraska 68501-2248	 


    


    Payments 

     

    All payments on or in
respect of the Notes to be by bank wire transfer of Federal or other immediately
available funds (identifying each payment as “Cabela’s Incorporated, 5.99%
Senior Notes, Series 2006-A due February 27, 2016, PPN 12681# AA 5, principal,
premium or interest”) to:

     

    
      	           
    	Union
      Bank & Trust Company
	 	4732
      Calvert Street
	
            	Lincoln, Nebraska 68501-2535
	
            	ABA
      #104910795
 
	
            	Account
      of: Security Financial Life Insurance Co.
	
            	Account
      Number: 338-1480


    


    Notices 

     

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

     

    
      	            
    	Security Financial Life Insurance
  Co.
	
            	4000
      Pine Lake Road
	
            	Lincoln, Nebraska 68516
	
            	Attention: Investment Division
	
            	Fax:
      (402) 458-2170
	
            	Phone:
      (402) 437-3600


    


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

     

    Taxpayer I.D. Number:
47-0293990 

     

    

    
    



    DEFINED TERMS 

     

         Where the character or amount of any asset or
liability or item of income or expense is required to be determined or any
consolidation or other accounting computation is required to be made for the
purposes of this Agreement, the same shall be done in accordance with GAAP, to
the extent applicable, except where such principles are inconsistent with the
express requirements of this Agreement. 

     

         Where any provision in this Agreement refers to
action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether the action in question is
taken directly or indirectly by such Person. 

     

         As used herein, the following terms have the
respective meanings set forth below or set forth in the Section hereof following
such term: 

     

         “Affiliate” means, at any time, and with respect to any Person,
(a) any other Person that at such time directly or indirectly through one or
more intermediaries Controls, or is Controlled by, or is under common Control
with, such first Person, and (b) any Person beneficially owning or holding,
directly or indirectly, 10% or more of any class of voting or equity interests
of the Company or any Subsidiary or any corporation or other legal entity of
which the Company and its Subsidiaries beneficially own or hold, in the
aggregate, directly or indirectly, 10% or more of any class of voting or equity
interests. As used in this definition, “Control” means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise. Unless the context otherwise clearly requires, any reference to an
“Affiliate” is a reference to an Affiliate of the Company.


     

         “Amended and Restated Intercreditor
Agreement” shall mean the Third
Amended and Restated Intercreditor Agreement dated as of February 27, 2006 among
the holders, holders under the 1995 Note Agreements, holders under the 2002 Note
Agreements, Banks and Collateral Agent named therein. 

     

         “Anti-Terrorism Order” means Executive Order No. 13224 of September 23,
2001, Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49079 (2001, as amended).


     

         “Asset
Disposition” means any Transfer
except: 

     

         (a) any Transfer from a
Restricted Subsidiary which is an Obligor to an Obligor or, in the case of a
transferring Restricted Subsidiary which is not an Obligor, to any Obligor or
any Wholly-Owned Restricted Subsidiary so long as immediately before and
immediately after the consummation of any such Transfer and after giving effect
thereto, no Default or Event of Default would exist (including under Sections
10.4 and 10.7); 

     

    SCHEDULE B 
(to
Note Purchase Agreement) 

     

    

    
    



         (b) any Transfer made
in the ordinary course of business and involving only property that is either
(1) inventory or real property held for rent or sale or (2) equipment, fixtures,
supplies or materials no longer required in the operation of the business of any
Obligor or any of its Restricted Subsidiaries or that is obsolete;
and 

     

         (c) any Transfer by an
Obligor or any Restricted Subsidiary of its Investment in any Unrestricted
Subsidiary. 

     

         “Banks” means U.S. Bank National Association (as a lender
and in its capacity as agent), Wachovia Bank, National Association, LaSalle Bank
National Association, Comerica Bank and Wells Fargo Bank Nebraska, National
Association, or any replacement or substitution of any of the foregoing.


     

         “Business Day” means any day other than a Saturday, a Sunday or a
day on which commercial banks in New York, New York are required or authorized
to be closed. 

     

         “Capital Lease” means, at any time, a lease with respect to which
the lessee is required concurrently to recognize the acquisition of an asset and
the incurrence of a liability in accordance with GAAP. 

     

         “Closing” is defined in Section 3. 

     

         “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the
rules and regulations promulgated thereunder from time to time. 

     

         “Company” means Cabela’s Incorporated, a Delaware corporation.


     

         “Consolidated Adjusted Net Worth” means as of the date of any determination thereof,
the amount of consolidated stockholders’ equity of the Company and its
Restricted Subsidiaries (excluding the value of all Investments in Unrestricted
Subsidiaries), as determined in the most recent financial statement of the
Company previously provided to the holders pursuant to Section 7 (i),
plus
(but without duplication and only to the extent that the use of “LIFO”
inventory valuation instead of “FIFO”
inventory valuation reduces stockholders’ equity, the excess of the FIFO over
LIFO inventory valuations as reported in the most recent financial statement of
the Company previously provided to the holders pursuant to Section 7, (ii)
plus
(but without duplication and only to the extent excluded or deducted from
stockholders’ equity) deferred income tax liabilities of any Restricted
Subsidiary, and (iii) minus
(but without duplication and only to the extent included in stockholders’
equity) deferred income tax assets of any Restricted Subsidiary and the
aggregate amount of all loans and/or advances to any or all members of the
Cabela family, but only to the extent such loans and/or advances exceed, in the
aggregate, $5,000,000. 

     

         “Consolidated Cash Flow” for any period means the sum of (a) Consolidated Net
Earnings during such period plus
(to the extent deducted in determining Consolidated Net Earnings) (b) provisions
for Federal, State and local income taxes (c) depreciation and amortization
taken during such period and (d) Consolidated Fixed Charges during such period
provided that, in the event any Person (or the assets
thereof) is acquired by the Company or any Restricted Subsidiary (whether by
merger, consolidation, asset or stock acquisition or otherwise) at any time
during the period of calculation, such acquisition shall be deemed to have been
made on the first day of such calculation period.

     

    B-2 

     

    

    
    



         “Consolidated Fixed Charges” means, with respect to any period, the sum of (i)
Consolidated Interest Expense for such period plus
(ii) Lease Rentals for such period, determined on a consolidated basis for the
Company and its Restricted Subsidiaries. 

     

         “Consolidated Funded Debt” means as of the date of any determination thereof,
all Funded Debt of the Company and its Restricted Subsidiaries, determined on a
consolidated basis eliminating intercompany items. 

     

         “Consolidated Interest Expense” means, for any period, the interest expense of the
Company and its Restricted Subsidiaries (including imputed interest in respect
of Capital Leases), in respect of all Debt, and all debt discount and expense
amortized or required to be amortized in the determination of Consolidated Net
Earnings for such period. 

     

         “Consolidated Net Earnings” for any period means the gross revenues of the
Company and its Restricted Subsidiaries for such period less all expenses and
other proper charges (including Federal, State and local income taxes)
determined on a consolidated basis in accordance with GAAP subject to and after
eliminating earnings or losses attributable to outstanding Minority Interests,
but excluding in any event: 

     

         (a) any extraordinary
gains or losses; 

     

         (b) net earnings and
losses of any Restricted Subsidiary accrued prior to the date it became a
Restricted Subsidiary; 

     

         (c) net earnings and
losses of any corporation or other legal entity (other than a Restricted
Subsidiary), substantially all the assets of which have been acquired in any
manner by the Company or any Restricted Subsidiary, realized by such corporation
or other legal entity prior to the date of such acquisition; 

     

         (d) net earnings and
losses of any corporation or other legal entity (other than a Restricted
Subsidiary) with which the Company or a Restricted Subsidiary shall have
consolidated or which shall have merged into or with the Company or a Restricted
Subsidiary and realized prior to the date of such consolidation or
merger; 

     

         (e) net earnings of any
business entity (other than a Restricted Subsidiary) in which the Company or any
Restricted Subsidiary has an ownership interest unless such net earnings shall
have actually been received by the Company or such Restricted Subsidiary in the
form of cash distributions; 

     

    B-3 

     

    

    
    



         (f) any portion of the
net earnings of any Restricted Subsidiary which for any reason is unavailable
for payment of dividends to the Company or any other Restricted
Subsidiary; 

     

         (g) earnings resulting
from any reappraisal, revaluation or write-up of assets; 

     

         (h) the net gains or
losses of the Unrestricted Subsidiary; 

     

         (i) any gain arising
from the acquisition of any Securities of the Company or any Restricted
Subsidiary; and 

     

         (j) any reversal of any
contingency reserve, except to the extent that provision for such contingency
reserve shall have been made from income arising during such period.


     

         “Consolidated Total Capitalization”
means, as of the date of any
determination thereof, the sum of (a) Consolidated Funded Debt plus (b) Consolidated Adjusted Net Worth. 

     

         “Consolidated Total Assets” means, as of the date of any determination thereof,
total assets of the Company and its Restricted Subsidiaries determined on a
consolidated basis in accordance with GAAP excluding, in all events, assets of
the Unrestricted Subsidiary. 

     

         “Credit Agreement” means the Second Amended and Restated Credit
Agreement dated as of July 15, 2005 by and among the Banks and the Obligors, as
amended, modified, refinanced or replaced. 

     

         “Debt” with respect to any Person means, at any time,
without duplication, 

     

         (a) its liabilities for
borrowed money (excluding liabilities in respect of deferred
compensation); 

     

         (b) its liabilities for
the deferred purchase price of property acquired by such Person (excluding
accounts payable and accrued liabilities arising in the ordinary course of
business but including all liabilities created or arising under any conditional
sale or other title retention agreement with respect to any such
property); 

     

         (c) all liabilities
appearing on its balance sheet in accordance with GAAP in respect of Capital
Leases; 

     

         (d) all liabilities for
borrowed money secured by any Lien with respect to any property owned by such
Person (whether or not it has assumed or otherwise become liable for such
liabilities); and 

     

         (e) any Guaranty of
such Person or letter of credit of such Person, with respect to liabilities of a
type described in any of clauses (a) through (d) hereof. 

     

    B-4 

     

    

    
    



    Debt
of any Person shall include all obligations of such Person of the character
described in clauses (a) through (e) to the extent such Person remains legally
liable in respect thereof notwithstanding that any such obligation is deemed to
be extinguished under GAAP. “Debt”
of any Person shall not include (i) such obligations of the character described
in clauses (a) through (d) above, if owed or made by an Obligor to an Obligor
or, in the case of a Restricted Subsidiary which is not an Obligor, to any
Obligor or any Wholly-Owned Restricted Subsidiary or (ii) any unfunded
obligations which may now or hereafter exist in respect of pension, retirement
or other similar plans of an Obligor or any Restricted Subsidiary .


     

         “Debt Prepayment Application” means, with respect to any Transfer of property
constituting an Asset Disposition, the application by an Obligor of cash in an
amount equal to the Net Proceeds Amount with respect to such Transfer to pay
Senior Debt (other than Senior Debt owing to an Obligor, any of its Subsidiaries
or any Affiliate) on a pro
rata basis based on the unpaid
respective principal amounts of each instrument evidencing Senior
Debt; provided, that in the event such Senior Debt would otherwise
permit the reborrowing of such Debt by such Obligor, the commitment to relend
such Debt shall be permanently reduced by the amount of such Debt Prepayment
Application. 

     

         “Default” means an event or condition the occurrence or
existence of which would, with the lapse of time or the giving of notice or
both, become an Event of Default. 

     

         “Default Rate” means that rate of interest that is the greater of
(i) 2.00% per annum above the rate of interest stated in clause (a) of the first
paragraph of the Notes or (ii) 2.00% over the rate of interest publicly
announced by US Bank, N.A. in Lincoln, Nebraska as its “base” or “prime” rate.


     

         “Department of the Treasury Rule” means Blocked Persons, Specially Designated
Nationals, Specially Designated Terrorists, Foreign Terrorist Organizations, and
Specially Designated Narcotic Traffickers: Additional Designations of
Terrorism-Related Blocked Persons, 66 Fed. Reg. 54404 (2001 to be codified at
appendix A to 31 CFR Chapter V), as amended. 

     

         “Disposition
Value” means, at any time, with
respect to any property 

     

         (a) in the case of
property that does not constitute Subsidiary Stock, the book value thereof,
valued at the time of such disposition in good faith by the Company,
and 

     

         (b) in the case of
property that constitutes Subsidiary Stock, an amount equal to that percentage
of book value of the assets of the Subsidiary that issued such Subsidiary Stock
as is equal to the percentage that the book value of such Subsidiary Stock
represents of the book value of all of the outstanding capital stock or similar
equity interests of such Subsidiary (assuming, in making such calculations, that
all Securities convertible into such capital stock or similar equity interests
are so converted and giving full effect to all transactions that would occur or
be required in connection with such conversion) determined at the time of the
disposition thereof, in good faith by the Company.


     

    B-5 

     

    

    
    


         “Environmental Laws” means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including but not limited to
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems. 

     

         “ERISA” means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect. 

     

         “ERISA Affiliate” means any trade or business (whether or not
incorporated) that is treated as a single employer together with the Company
under section 414 of the Code. 

     

         “Event of
Default” is defined
in Section 11. 

     

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

     

         “Fair Market Value” means, as of any date of determination and with
respect to any property, the sale value of such property that would be realized
in an arm’s-length sale at such time between an informed and willing buyer and
an informed and willing seller (neither being under a compulsion to buy or
sell). 

     

         “Funded Debt” shall mean all Debt which would, in accordance with
GAAP, constitute long term debt including: (a) any Debt with a maturity of more
than one year after the creation of such Debt, (b) any Debt outstanding under a
revolving credit or similar agreement providing for borrowings (and renewals and
extensions thereof) which pursuant to its terms would constitute long term Debt
in accordance with GAAP, (c) any Capital Lease obligation and (d) any Guaranty
with respect to Funded Debt of another Person. Notwithstanding anything to the
contrary contained herein, any Debt outstanding under a revolving credit or
similar agreement providing for borrowings which is paid down for a period of 30
consecutive days during any 12 month period (and not merely refinanced with a
short term credit facility) will not be deemed to constitute Funded Debt.


     

         “GAAP”
means generally accepted accounting principles as in effect from time to time in
the United States of America. 

     

         “Governmental
Authority” means 

     

         (a) the government of


     

         (i) the United States
of America or any State or other political subdivision thereof, or 

     

    B-6 

     

    

    
    



         (ii) any jurisdiction
in which the Company or any Subsidiary conducts all or any part of its business,
or which asserts jurisdiction over any properties of the Company or any
Subsidiary, or 

     

         (b) any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, any such government. 

     

         “Guaranty” means, with respect to any Person, any obligation
(except the endorsement in the ordinary course of business of negotiable
instruments for deposit or collection) of such Person guaranteeing or in effect
guaranteeing any indebtedness, dividend or other obligation of any other Person
in any manner, whether directly or indirectly, including (without limitation)
obligations incurred through an agreement, contingent or otherwise, by such
Person: 

     

         (a) to purchase such
indebtedness or obligation or any property constituting security
therefor; 

     

         (b) to advance or
supply funds (i) for the purchase or payment of such indebtedness or obligation,
or (ii) to maintain any working capital or other balance sheet condition or any
income statement condition of any other Person or otherwise to advance or make
available funds for the purchase or payment of such indebtedness or
obligation; 

     

         (c) to lease properties
or to purchase properties or services primarily for the purpose of assuring the
owner of such indebtedness or obligation of the ability of any other Person to
make payment of the indebtedness or obligation; or 

     

         (d) otherwise to assure
the owner of such indebtedness or obligation against loss in respect thereof.


     

    In any computation of the
indebtedness or other liabilities of the obligor under any Guaranty, the
indebtedness or other obligations that are the subject of such Guaranty shall be
assumed to be direct obligations of such obligor. 

     

         “Hazardous Material” means any and all pollutants, toxic or hazardous
wastes or any other substances that might pose a hazard to health or safety, the
removal of which may be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer,
use, disposal, release, discharge, spillage, seepage, or filtration of which is
or shall be restricted, prohibited or penalized by any applicable law
(including, without limitation, asbestos, urea formaldehyde foam insulation and
polychlorinated biphenyls). 

     

         “holder” means, with respect to any Note, the Person in whose
name such Note is registered in the register maintained by the Company pursuant
to Section 13.1. 

     

         “Institutional Investor” means (a) any original purchaser of a Note, (b) any
holder of a Note holding more than 10% of the aggregate principal amount of the
Notes then outstanding, and (c) any bank, trust company, savings and loan
association or other financial institution, any pension plan, any investment
company, any insurance company, any broker or dealer, or any other similar
financial institution or entity, regardless of legal form.

     

    B-7 

     

    

    
    



         “Investments” mean all investments, in cash or by delivery of
property made, directly or indirectly in any Person, whether by acquisition of
shares of capital stock, indebtedness or other obligations or Securities or by
loan, advance, capital contribution or otherwise; provided, however, that “Investments” shall not mean or include routine
investments in property to be used or consumed in the ordinary course of
business. 

     

         “Lease Rentals” means, with respect to any period, the sum of the
rentals and other obligations required to be paid during such period by the
Company or any Restricted Subsidiary as lessee under all leases of real or
personal property (other than Capital Leases), excluding any amount required to
be paid by the lessee on the count of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges, provided, that, if at the date of determination, any such
rental or other obligations are contingent or not otherwise definitely
determinable by the terms of the related lease, the amount of such obligations
(i) shall be assumed to be equal to the amount of such obligations for the
period of 12 consecutive calendar months immediately preceding the date of
determination of (ii) if the related lease was not in effect during such
preceding 12-month period, shall be the amount estimated by a Senior Financial
Officer of the Company on a reasonable basis in good faith. 

     

         “Lien”
means, with respect to any Person, any mortgage, lien, pledge, charge, security
interest or other encumbrance, or any interest or title of any vendor, lessor,
lender or other secured party to or of such Person under any conditional sale or
other title retention agreement or Capital Lease, upon or with respect to any
property or asset of such Person (including in the case of stock, stockholder
agreements, voting trust agreements and all similar arrangements). 

     

         “Make-Whole Amount” is defined in Section 8.7 for purposes of the Series
2006-A Notes, and in connection with each other series of Notes, the make-whole
amount, breakage or other amount provided for in the respective Supplement in
respect of such other series of Notes and including any applicable modified
make-whole amount. 

     

         “Material” means material in relation to the business,
operations, affairs, financial condition, assets, properties, or prospects of
the Company and its Restricted Subsidiaries taken as a whole. 

     

         “Material Adverse Effect” means a material adverse effect on (a) the business,
operations, affairs, financial condition, assets or properties of the Company
and its Restricted Subsidiaries taken as a whole, or (b) the ability of the
Company to perform its obligations under this Agreement and the Notes, or (c)
the validity or enforceability of this Agreement or the Notes. 

     

         “Memorandum” is defined in Section 5.3. 

     

    B-8 

     

    

    
    



         “Minority Interests” mean any shares of stock of any class of a Subsidiary
(other than directors’ qualifying shares as required by law) that are not owned
by an Obligor and/or one or more of its Subsidiaries. Minority Interests
shall be valued by valuing Minority Interests constituting preferred stock at
the voluntary or involuntary liquidating value of such preferred stock,
whichever is greater, and by valuing Minority Interests constituting common
stock at the book value of capital and surplus applicable thereto adjusted, if
necessary, to reflect any changes from the book value of such common stock
required by the foregoing method of valuing Minority Interests in preferred
stock. 

     

         “Multiemployer Plan” means any Plan that is a “multiemployer plan” (as
such term is defined in section 4001(a)(3) of ERISA). 

     

         “Net Proceeds Amount” means, with respect to any Transfer of any property
by any Person, an amount equal to the difference of 

     

         (a) the aggregate
amount of the consideration (valued at the Fair Market Value of such
consideration at the time of the consummation of such Transfer) allocated to
such Person in respect of such Transfer, net of any applicable taxes incurred in
connection with such Transfer, minus 

     

         (b) all ordinary and
reasonable out-of-pocket costs and expenses actually incurred by such Person in
connection with such Transfer. 

     

         “1995 Note Agreements” means those certain separate Note Agreements dated
as of January 1, 1995 between the noteholders set forth in Schedule A attached
thereto and the Company, as amended. 

     

         “Notes” is defined in Section 1. 

     

         “Obligors” is defined in the preamble of this Agreement and
shall include any other party that is a party to a joinder agreement executed
pursuant to Section 9.8(d). 

     

         “Officer’s Certificate” means a certificate of a Senior Financial Officer or
of any other officer of each Obligor whose responsibilities extend to the
subject matter of such certificate. 

     

         “Other
Agreements” is defined in Section
2.1. 

     

         “Other
Purchasers” is defined
in Section 2.1. 

     

         “PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
or any successor thereto. 

     

         “Person” means an individual, partnership, corporation,
limited liability company, association, trust, unincorporated organization, or a
government or agency or political subdivision thereof. 

     

         “Plan”
means an “employee benefit plan” (as defined in section 3(3) of ERISA) that is
or, within the preceding five years, has been established or maintained, or to
which contributions are or, within the preceding five years, have been made or
required to be made, by an Obligor or any ERISA Affiliate or with respect to
which an Obligor or any ERISA Affiliate may have any liability.

     

    B-9 

     

    

    
    



         “Priority Debt” means the sum, without duplication, of (i) Debt of
the Company secured by Liens not otherwise permitted by clauses (a) through (h)
of Section 10.3; and (ii) all Debt of Restricted Subsidiaries (other than to the
Company or another Restricted Subsidiary) excluding unsecured Debt of Restricted
Subsidiaries under each of (a) this Agreement and the Notes, (b) the Credit
Agreement, (c) the 1995 Note Agreements and (d) the 2002 Note Agreements (but,
in each case, only with respect to Restricted Subsidiaries that are Obligors
under this Agreement). 

     

         “property” or “properties” means, unless otherwise specifically limited, real
or personal property of any kind, tangible or intangible, choate or inchoate.


     

         “Property Reinvestment
Application” means, with respect
to any Transfer of property constituting an Asset Disposition, the application
of an amount equal to the Net Proceeds Amount with respect to such Transfer to
the acquisition by an Obligor or any of its Restricted Subsidiaries of operating
assets for an Obligor or any Restricted Subsidiary to be used in the principal
business of such Person. 

     

         “QPAM Exemption” means Prohibited Transaction Class Exemption 84-14
issued by the United States Department of Labor.


     

         “Required Holders” means, at any time, the holders of at least 66-2/3%
in principal amount of the Notes at the time outstanding (exclusive of Notes
then owned by the Obligors or any of their Affiliates). 

     

         “Responsible Officer” means any Senior Financial Officer and any other
officer of the Company with responsibility for the administration of the
relevant portion of this agreement of the Company unless the text otherwise
designates. 

     

         
“Restricted Subsidiary” means any
Subsidiary which has been designated (or deemed designated) as a “Restricted Subsidiary” as of the date of the Closing or pursuant to and in
accordance with the provisions of Section 9.8 if and so long as such Restricted
Subsidiary has not been properly re-designated as an Unrestricted Subsidiary.


     

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

     

         “Securities Act” means the Securities Act of 1933, as amended from
time to time. 

     

         “Security” has the same meaning as Section 2(1) of the
Securities Act. 

     

         “Senior Debt” shall mean and include (i) any Debt of an Obligor
(other than Debt owing to any Subsidiary or Affiliate) which is not expressed to
be junior or subordinate to any other Debt of such Obligor, and (ii) any Debt of
a Restricted Subsidiary (other than Debt owing to an Obligor, any other
Subsidiary or any Affiliate).

     

    B-10 

     

    

    
    



         “Senior Financial Officer” means the chief financial officer, principal
accounting officer, treasurer or comptroller of the Company unless the text
otherwise designates. 

     

         “Series 2006-A
Notes” is defined in Section 1.


     

         “Subsidiary” means, as to any Person, any corporation,
association or other business entity in which such Person or one or more of its
Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient
equity or voting interests to enable it or them (as a group) ordinarily, in the
absence of contingencies, to elect a majority of the directors (or Persons
performing similar functions) of such entity, and any partnership or joint
venture if more than a 50% interest in the profits or capital thereof is owned
by such Person or one or more of its Subsidiaries or such Person and one or more
of its Subsidiaries (unless such partnership can and does ordinarily take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to a
“Subsidiary” is a reference to a Subsidiary of the Company. 

     

         “Subsidiary Stock” means, with respect to any Person, the stock (or any
options or warrants to purchase stock or similar equity interests or other
Securities exchangeable for or convertible into stock or similar equity
interests) of any Subsidiary of such Person. 

     

         “Supplement” is defined in Section 2.2. 

     

         “Transfer” means, with respect to any Person, any transaction
in which such Person sells, conveys, transfers or leases (as lessor) any of its
property, including, without limitation, Subsidiary Stock. For purposes of
determining the application of the Net Proceeds Amount in respect of any
Transfer, the Company may designate any Transfer as one or more separate
Transfers each yielding a separate Net Proceeds Amount. In any such case, (a)
the Disposition Value of any property subject to each such separate Transfer and
(b) the amount of Consolidated Total Assets attributable to any property subject
to each such separate Transfer shall be determined by ratably allocating the
aggregate Disposition Value of, and the aggregate Consolidated Total Assets
attributable to, all property subject to all such separate Transfers to each
such separate Transfer on a proportionate basis. 

     

         “2002 Note Agreements” means those certain separate Note Agreements dated as
of September 5, 2002 between the noteholders set forth in Schedule A attached
thereto, the Company, and certain other parties thereto, as amended.


     

         “Unrestricted Subsidiary” means any Subsidiary which has been designated as an
“Unrestricted Subsidiary” as of the date of the Closing or pursuant to and in
accordance with the provisions of Section 9.8 if and so long as such
Unrestricted Subsidiary has not been properly re-designated as a Restricted
Subsidiary. 

     

         “WFB” means World’s Foremost Bank, N.A., a national
banking association. 

     

         “Wholly-Owned Restricted
Subsidiary” means, at any time, any Restricted Subsidiary one hundred
percent (100%) of all of the equity interests (except directors’ qualifying
shares) and voting interests of which are owned by any one or more of the
Obligors and the Obligor’s other Wholly-Owned Restricted Subsidiaries at that
time.

     

    B-11 

     

    

     

     

    
    



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

     

    I. Subsidiaries which are
100% owned Cabela’s Incorporated: 

     

    
      	 	JURISDICTION OF	NO. OF SHARES HELD BY
	SUBSIDIARY	ORGANIZATION	CABELA’S INCORPORATED
	A. Cabela’s Retail, Inc.	Nebraska	 	10,000	 
	 	
            	
            	
            	
            
	B.
      Van Dyke Supply Company,
      Inc.	South Dakota	
            	1,000	 
	 	
            	
            	
            	
            
	C.
      Cabela’s Ventures, Inc.	Nebraska	
            	10,000	
            
	 	
            	
            	
            	
            
	D.
      Cabela’s Outdoor Adventures, Inc.	Nebraska	
            	10,000	
            
	 	
            	
            	
            	
            
	E.
      Cabela’s Catalog, Inc.	Nebraska	
            	10,000	
            
	 	
            	
            	
            	
            
	F. Cabela’s Wholesale, Inc.	Nebraska	 	10,000	
            
	 	
            	
            	
            	
            
	G.
      Cabela’s Marketing and Brand Management, Inc. 
      	Nebraska	
            	10,000	
            
	 	
            	
            	
            	
            
	H.
      Cabelas.com, Inc.	Nebraska	
            	10,000	
            
	 	
            	
            	
            	
            
	I.
      Cabela’s Hong Kong, Limited	Hong Kong SAR	
            	10,000	
            
	 	
            	
            	
            	
            
	J.
      World’s Foremost Bank*	Nebraska Chartered	
            	20,544	
            
	
            	Bank	
            	  	
            


    


    * Except for directors’
qualifying shares. One share is held by each of the six directors. Note: these
six shares will be transferred to Cabela’s Incorporated on February 15, 2006.
After such transfer, Cabela’s Incorporated will hold 20,550 shares.


     

    II. Subsidiaries which are
100% owned by Cabela’s Retail, Inc.: 

     

    
      	A.
      Wild Wings, LLC	Minnesota	100% of
      Units
	 
      	 	 
	B.
      Cabela’s Retail GP, LLC	Nebraska	100% of
      Units


    


    SCHEDULE 5.4 
(to
Note Purchase Agreement) 

     

    

    
    



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


    


    5.4-2 

     

    

    
    



    X. Affiliate which is 33.3%
owned by Cabela’s Ventures, Inc.: 

     

    
      	     A. Three Corners, L.L.C.	Minnesota	33.3% of
Units


    


    OFFICERS OF CABELA’S INCORPORATED AND ITS SUBSIDIARIES


     

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


    


    5.4-3 

     

    

    
    



    
      	CABELA’S OUTDOOR ADVENTURES, INC.	  
	Officers	  	Directors
	Dennis Highby	President	Dennis Highby
	Michael Callahan	Senior Vice President	Michael Callahan
	Gregg Severinson	Vice President	Gregg Severinson
	Ralph W. Castner	Secretary and Treasurer	  
	  
	CABELA’S RETAIL, INC.	  	  
	Officers	  	Directors
	Dennis Highby	President	Dennis Highby
	Michael Callahan	Senior Vice President	Michael Callahan
	Tim Holland	Vice President	Tim Holland
	Ralph W. Castner	Secretary and Treasurer	  
	  
	CABELA’S VENTURES, INC.	  
	Officers	  	Directors
	Michael Callahan	President	Michael Callahan
	Dennis Highby	Vice President	Dennis Highby
	Kevin Rhodes	Vice President	Kevin Rhodes
	Ralph W. Castner	Secretary and Treasurer	  
	  
	CABELA’S WHOLESALE, INC.	  
	
              •    
      Officers

            	  	Directors
	Dennis Highby	President	Dennis Highby
	Patrick A. Snyder	Senior Vice President	Patrick A. Snyder
	Nick Wilson	Vice President	Nick Wilson
	Angelo Sakis	Vice President	Angelo Sakis
	Brian J. Linneman	Vice President	  
	Ralph W. Castner	Secretary and Treasurer	  
	  
	LEGACY TRADING COMPANY	  
	Officers	  	Directors
	Dennis Highby	President	Dennis Highby
	Fred Neal	Vice President	Fred Neal
	Ralph W. Castner	Secretary and Treasurer	Ralph W. Castner
	  
	VAN DYKE SUPPLY COMPANY, INC.	  
	Officers	  	Directors
	Dennis Highby	President	Dennis Highby
	Mike Wieser	Vice President	Ralph W. Castner
	Fred Neal	Vice President	Mike Wieser
	Ryan Watchorn	Vice President	Fred Neal
	Ralph W. Castner	Secretary and Treasurer	Ryan Watchorn


    


    5.4-4 

     

    

    
    



    
      	CABELA’S LODGING, LLC	  	  
	Officers	  	Governors (Board of
      Governors)
	Michael Callahan	President and Manager	Michael Callahan
	Dennis Highby	Vice President and Manager	Dennis Highby
	Kevin Rhodes	Vice President and Manager	Kevin Rhodes
	Ralph W. Castner	Secretary and Treasurer	  
	  
	CABELA’S RETAIL GP, LLC	  
	Officers	  	Managers (Management
      Committee)
	Dennis Highby	President	Dennis Highby
	Michael Callahan	Senior Vice President	Michael Callahan
	Tim Holland	Vice President	Tim Holland
	Ralph W. Castner	Secretary and Treasurer	  
	  
	CABELA’S RETAIL LA, LLC	  
	Officers	  	Managers (Management
      Committee)
	Dennis Highby	President	Dennis Highby
	Michael Callahan	Senior Vice President	Michael Callahan
	Tim Holland	Vice President	Tim Holland
	Ralph W. Castner	Secretary and Treasurer	  
	  
	CABELA’S RETAIL TX, L.P.	  
	General
    Partner	Limited
    Partner	  
	Cabela’s Retail GP, LLC	CRLP, LLC	  
	  
	CABELA’S TROPHY PROPERTIES, LLC	  
	Officers	  	Governors (Board of
      Governors)
	Michael Callahan	President and Manager	Dennis Highby
	Gregg Severinson	Vice President and Manager	Michael Callahan
	Ralph W. Castner	Secretary and Treasurer	Gregg Severinson
	  	  	Ralph W. Castner
	  
	CRLP,
      LLC	  	  
	Officers	  	Managers
      (Management Committee)
	Dennis Highby	President	Dennis Highby
	Michael Callahan	Senior Vice President	Michael Callahan
	Tim Holland	Vice President	Tim Holland
	Ralph W. Castner	Secretary and Treasurer	  
	  
	  
	ORIGINAL CREATIONS, LLC	  
	Officers	  	Governors (Board of Governors)
	Dennis Highby	President and Manager	Dennis Highby
	Mike Wieser	Vice President and Manager	Mike Wieser


    


    5.4-5 

     

    

    
    



    
      	Ryan Watchorn	Vice President and Manager	Ryan Watchorn
	Ralph W. Castner	Secretary and Treasurer	  
	  
	THREE CORNERS, L.L.C.	  	  
	Officers	  	  
	Thomas J. Schrade	President	  
	Kevin Rhodes	Secretary and Treasurer	  
	  
	WILD WINGS, LLC	  	  
	Officers	  	Governors (Board
      of Governors)
	Dennis Highby	President and Manager	Doug Zingula
	Randy Eggenberger	Vice President and Manager	Sean Baker
	Joe Friebe	Vice President and Manager	Joe Friebe
	Doug Zingula	Vice President and Manager	Roger Verhulst
	Sean Baker	Vice President and Manager	Randy Carlson
	Ralph W. Castner	Secretary and Treasurer	Bryan Stave
	  
	  
	WORLD’S FOREMOST BANK	  
	Officers	  	Directors
	Orrin A. Wilson	Chairman of the Board [interim]	James W. Cabela
	Ralph W. Castner	Chief Executive Officer [interim]	Dennis Highby
	Thomas M. Boatman	President [interim],	Thomas M. Boatman
	  	Vice President COO and Secretary	Ralph W. Castner
	Kevin Werts	Vice President, CFO and Treasurer	Michael R. McCarthy
	Sue Saathoff	Vice President	Orrin A. Wilson
	Sherry Hartwig	Vice President	  
	Randy Gould	Vice President of Marketing	  
	Michael Holzfaster	Vice President of Co-Brand Marketing	  
	  	  	
              •    
      Management
      Committee

            
	Scott Wanetka	Vice President	Dennis Highby
	Cindy Fulton-Serrano	Cashier	Ralph W. Castner
	  	  	Patrick A. Snyder
	  	  	Michael Callahan
	  	  	Thomas M. Boatman
	  	  	Kevin Werts
	  
	  
	WFB FUNDING CORPORATION	  
	Officers	  	Directors
	Thomas M. Boatman	President	Thomas M. Boatman
	Kevin Werts	Secretary and Treasurer	Kevin Werts
	  	  	Frank B. Bilotta
	  	  	Timothy O’Connor


    


    5.4-6 

     

    

    
    



    
      	WFB
      FUNDING, LLC	  	  
	Managing
    Member	  	  
	WFB Funding Corporation	  	  
	  
	  
	  
	CABELA’S RETAIL MO,	  	  
	LLC	  	  
	Officers	  	Managers (Management
      Committee)
	Dennis Highby	President	Dennis Highby
	Michael Callahan	Senior Vice President	Michael Callahan
	Tim Holland	Vice President	Tim Holland
	Ralph W. Castner	Secretary and Treasurer	  


    


    5.4-7 

     

    

    
    



    
      	
            	
            	FINANCIALS
	1. 	      	10-Q
      filed on November 4, 2005 for the
      Third Quarter of 2005.
	
            	
            	 
	2. 	
            	10-Q
      filed on August 5, 2005 for the
      Second Quarter of 2005.
	
            	
            	 
	3. 	 	10-Q
      filed on May 12, 2005 for the
      First Quarter of 2005.
	
            	
            	 
	4. 	
            	10-K
      filed on March 21, 2005 for
      Calendar Year 2004.


    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    SCHEDULE 5.5
(to
Note Purchase Agreement) 

     

    

    
    


    EXISTING DEBT 

     

    A. FINANCING STATEMENTS 

     

    DEBTOR:
CABELA’S
INCORPORATED 

     

    
      	 JURISDICTION	      	INDICES	      	FILING DATE	      	FILE NO.	      	SECURED PARTY	      	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	
            
	DELAWARE	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	 
	Secretary of	
            	UCC	
            	8/30/2004	
            	4244327 5	
            	Lessor: Citicorp Leasing, Inc.	 	1
      – new factory
	State through	
            	
            	
            	
            	
            	 	
            	
            	
            	CAT model #
	2/7/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	FC48HD, s/n
	
            	
            	
            	
            	 	
            	 	
            	
            	
            	489207 – steel
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	main broom
	 
	
            	
            	UCC	
            	9/21/2004	
            	4264402 1	
            	Lessor: U.S. Bancorp	
            	Fax/scan/finisher;
	
            	
            	 	
            	 	
            	
            	
            	
            	
            	Sharp AR-
	
            	
            	
            	
            	
            	
            	
            	 	
            	
            	M35OU with
	
            	
            	 	
            	
            	
            	
            	
            	
            	
            	finisher, per Lease
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	#430542 SHARP
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	AR-M35ON ITH
	 
	
            	
            	UCC	
            	4/5/2005	
            	5103255 7	
            	GE Commercial Distribution	
            	Al inventory,
	
            	
            	
            	
            	
            	
            	
            	
            	Finance Corporation	
            	equipment &
	
            	
            	
            	
            	
            	 	
            	
            	
            	
            	fixtures of D.
	
            	
            	
            	 	
            	
            	
            	
            	
            	
            	financed in whole
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	or in part by S.P.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	(see attached
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Addendum for
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	complete
	
            	 	
            	
            	
            	
            	
            	
            	
            	
            	description)
	 
	
            	
            	UCC	
            	5/7/2005	
            	5140897 1	
            	Lessor: Dell Financial	
            	All computer
	
            	
            	
            	
            	
            	
            	
            	
            	Services, L.P.	
            	equipment &
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	peripherals
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	referenced in that
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	certain Extended
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Terms Payment
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Agmt #4176513-
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	002 dtd Jan. 19,
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	2005


    


    SCHEDULE 5.15 
(to Note Purchase Agreement) 

     

    

    
    



    
      	 JURISDICTION	      	INDICES	      	FILING DATE	      	FILE NO.	      	SECURED PARTY	      	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	NEBRASKA	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	 
	Secretary of	
            	UCC	
            	2/9/1998	
            	9998758901	
            	Lessor: Colorado National	
            	All equipment,
	State through	
            	
            	
            	
            	
            	
            	
            	Leasing, Inc.	
            	machinery
	2/8/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	furniture and
	
            	
            	
            	
            	
            	
            	
            	
            	Lessor changed to US	
            	fixtures leased
	
            	
            	
            	
            	
            	
            	
            	
            	Bancorp Equipment Finance	
            	from Colorado
	
            	
            	
            	
            	
            	
            	
            	
            	2/5/2003	
            	National Leasing
	 
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Continued
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	2/5/2003
	 
	
            	
            	UCC	
            	9/28/1998	
            	9998783350	
            	Lessor: U.S. Bancorp Leasing	
            	Computer
	
            	
            	
            	
            	
            	
            	
            	
            	& Financial	
            	equipment and
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	proceeds of
	
            	
            	
            	
            	
            	
            	
            	
            	Lessor changed to US	
            	collateral.
	
            	
            	
            	
            	
            	
            	
            	
            	Bancorp Equipment Finance	
            	Contract No.
	
            	
            	
            	
            	
            	
            	
            	
            	8/7/2003	
            	0002916-001
	 
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Continued
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	8/7/2003
	 
	
            	
            	UCC	
            	2/22/2001	
            	9901119086	
            	Lessor: Wells Fargo Financial	
            	2
      Savin 9935DPE
	
            	
            	
            	
            	
            	
            	
            	
            	Leasing, Inc.	
            	copiers
	 
	
            	
            	UCC	 	9/14/2001	 	9901166352-3	
            	Transamerica Commercial	
            	Inventory
	
            	 	
            	
            	 	
            	
            	
            	Finance Corporation	 	financed by
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Secured Party
	
            	
            	
            	
            	
            	
            	
            	 	
            	
            	(blanket UCC on
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	the inventory)
	 
	
            	
            	UCC	
            	9/14/2001	
            	9901166369-8	
            	IBM Credit Corporation	
            	Specific computer
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	equipment leased
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	by Secured Party
	 
	
            	
            	UCC	
            	11/29/2001	
            	9901179987-3	
            	U.S. Bancorp Oliver Allen	
            	Computer 
	
            	
            	
            	
            	
            	
            	
            	
            	Technology Leasing	
            	equipment leased
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	by Secured Party
	 
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Amended
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	12/31/2001 to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	fully describe
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	leased equipment


    


    5.15-2 

     

    

    
    



    
      	JURISDICTION	      	INDICES	      	FILING DATE	      	FILE NO.	      	SECURED PARTY	      	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	 
	
            	
            	UCC	
            	1/17/2002	
            	9902189600-9	
            	Deutsche Financial Services	
            	Blanket UCC 
	
            	
            	
            	
            	
            	
            	
            	
            	Corporation 	
            	
            
	 
	
            	
            	
            	
            	
            	
            	
            	
            	Secured Party amended to GE	
            	
            
	
            	
            	
            	
            	
            	
            	
            	
            	Commercial Distribution	
            	
            
	
            	
            	
            	
            	
            	
            	
            	
            	Finance Corp 1/17/2002	
            	
            
	 
	
            	
            	UCC	
            	2/27/2002	
            	9902198381-4	
            	De Lage Landen Financial	
            	Computer 
	
            	
            	
            	
            	
            	
            	
            	
            	Services, Inc.	
            	equipment leased
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	by Secured Party
	
            	
            	
            	
            	
            	
            	
            	
            	Assigned to EMC Corporation	
            	
            
	
            	
            	
            	
            	
            	
            	
            	
            	on initial financing statement	
            	
            
	 
	
            	
            	UCC	
            	3/11/2002	
            	9902200881-9	
            	De Lage Landen Financial	
            	Computer 
	
            	
            	
            	
            	
            	
            	
            	
            	Services, Inc.	 	equipment leased
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	by Secured Party
	
            	
            	
            	
            	
            	
            	
            	
            	Assigned to EMC Corporation	
            	
            
	
            	
            	
            	
            	
            	
            	
            	 	on initial financing statement	
            	
            
	 
	
            	
            	UCC	
            	12/12/2002 	 	9902248171-0	
            	U.S. Bancorp Oliver Allen	
            	Computer 
	
            	 	 	 	
            	
            	
            	
            	Technology Leasing	
            	equipment leased
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	by Secured Party
	 
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Amended 
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	1/30/2003 to fully
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	describe leased
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	equipment 
	 
	
            	
            	UCC	
            	1/8/2003	
            	9903252071-6	
            	IBM Credit Corporation	
            	Specific computer
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	equipment leased
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	by Secured Party
	 
	
            	
            	UCC	
            	7/18/2003	
            	9903286230-4	
            	U.S. Bancorp Oliver Allen	
            	Computer 
	
            	
            	
            	
            	
            	
            	
            	
            	Technology Leasing	
            	equipment leased
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	by Secured Party
	 
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Amended 
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	8/27/2003 to fully
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	describe leased
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	equipment 


    


    5.15-3 

     

    

    
    



    
      	JURISDICTION	
            	INDICES	
            	FILING DATE	
            	FILE NO.	
            	SECURED PARTY	
            	COLLATERAL/
	
            	      	
            	      	
            	      	
            	      	
            	      	COMMENTS
	
            	
            	UCC	
            	10/16/2003	
            	9903299502-6	
            	U.S. Bancorp Oliver Allen	
            	Computer
	
            	
            	
            	
            	
            	
            	
            	
            	Technology Leasing	
            	equipment leased
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	by Secured Party
	 
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Amended
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	11/24/2003 to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	fully describe
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	leased equipment
	 
	
            	
            	UCC	
            	10/24/203	
            	9903300744-2	
            	Brunswick Acceptance	
            	Blanket UCC
	
            	
            	
            	
            	
            	
            	
            	
            	Company, LLC	
            	
            
	 
	
            	
            	UCC	
            	11/24/2003	
            	9903305324-7	
            	U.S. Bancorp Oliver Allen	
            	Computer
	
            	
            	
            	
            	
            	
            	
            	
            	Technology Leasing	
            	equipment leased
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	by Secured Party
	 
	
            	
            	UCC	
            	3/9/2004	
            	9904322334-1	
            	RDO Material Handling	 	Hyster H50XM
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Forklift
	 
	
            	 	UCC	
            	9/2/2004	
            	9904348852-9	 	Delphi Automotive Systems	
            	Inventory sold to
	
            	
            	
            	 	
            	 	
            	
            	LLC	
            	Debtor by Secured
	
            	
            	 	
            	 	
            	
            	
            	
            	
            	Party
	 
	
            	
            	UCC	
            	5/5/2005	
            	9905392457-7	
            	U.S. Bancorp Oliver Allen	
            	Computer
	
            	
            	
            	
            	
            	
            	
            	
            	Technology Leasing	
            	equipment leased
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	by Secured Party
	 
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Amended
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	6/28/2005 to fully
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	describe leased
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	equipment


    


    5.15-4 

     

    

    
    


    
      	DEBTOR: CABELA’S RETAIL, INC.	
            	
            	
            	
            	
            	
            
	
            
	JURISDICTION	     	INDICES	     	FILING DATE	     	FILE NO.	     	SECURED PARTY	     	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	 
	NEBRASKA	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	 
	Secretary of	
            	UCC	
            	2/18/2003	
            	9903258601-7	
            	Wood Manufacturing Co.	
            	‘03 620VS Ranger
	State through	
            	
            	
            	
            	
            	
            	
            	Inc.	
            	boat, s/n
	2/8/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	RNG6Z051L203
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	
            
	
            	
            	UCC	
            	3/31/2003	
            	9903266536-8	
            	Wood Manufacturing Co.,	
            	‘03 519VX
	
            	
            	
            	
            	
            	
            	
            	
            	Inc.	
            	Ranger boat, s/n
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	RNG7F141A303;
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	
            
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	‘03 Ranger trail
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	trailer, ID
	
            	
            	
            	
            	 	
            	
            	
            	
            	
            	#4WRBD1812310
	
            	 	
            	
            	
            	
            	
            	
            	
            	
            	95046
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	UCC	
            	12/2/2005	
            	990542994-4	
            	Brunswick Acceptance	 	Blanket UCC
	
            	
            	
            	
            	
            	 	
            	 	Company, LLC	
            	
            
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	
            
	
            	
            	UCC	
            	9/21/2005	
            	9805260602-5	
            	GE Commercial Distribution	
            	Inventory
	
            	
            	
            	
            	
            	
            	
            	
            	Finance Corporation	
            	financed by
	
            	
            	
            	 	
            	
            	 	
            	
            	
            	Secured Party
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	
            
	
            	
            	UCC	
            	12/5/2005	
            	9805269798-7	
            	GE Commercial Distribution	
            	Blanket UCC
	
            	
            	
            	
            	
            	
            	
            	
            	Finance Corporation	
            	
            
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              DEBTOR: VAN DYKE SUPPLY COMPANY,INC.

            
	  	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	JURISDICTION	      	INDICES	     	FILING DATE	     	FILE NO.	     	SECURED PARTY	     	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	COMMENTS
	South Dakota	
            	
            	
            	 	
            	 	 	
            	
            	
            
	  	 	 	 	 	 	 	 	 	 	 
	Secretary of	 	UCC	
            	NO FILINGS 	 	
            	
            	
            	
            	
            
	State through	
            	 	 	
            	
            	
            	
            	
            	 	
            
	2/8/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              DEBTOR: CABELA’S VENTURES,INC.

            
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	JURISDICTION	
            	INDICES	
            	FILING DATE	
            	FILE NO.	
            	SECURED PARTY	
            	COLLATERAL/
	 	
            	
            	
            	 	
            	
            	
            	
            	
            	COMMENTS
	Nebraska	
            	
            	 	
            	 	
            	 	
            	
            	
            
	  	 	 	 	 	 	 	 	 	 	 
	Secretary of	 	UCC	
            	NO FILINGS	
            	 	
            	 	 	 
	State through	
            	 	
            	
            	
            	
            	
            	
            	
            	
            
	2/8/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            


    


    5.15-5 

     

    

    
    


    DEBTOR:
CABELA’S
OUTDOOR ADVENTURES,
INC. 

     

    
      	JURISDICTION	     	INDICES	     	FILING DATE	     	FILE NO.	     	SECURED PARTY	     	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	Nebraska
 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	Secretary of	
            	UCC	
            	NO FILINGS	
            	
            	
            	
            	
            	
            
	State through	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	2/8/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	  
	 	
            	 	
            	
            	
            	
            	
            	
            	
            	
            
	
              DEBTOR: CABELA’S CATALOG, INC.

            
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	JURISDICTION	
            	INDICES	
            	FILING DATE	
            	FILE NO.	
            	SECURED PARTY	
            	COLLATERAL/
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	Nebraska
 	
            	
            	
            	
            	
            	
            	
            	
            	 	
            
	Secretary of	
            	UCC	
            	NO FILINGS	
            	
            	
            	
            	
            	
            
	State through	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	2/8/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	  	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              DEBTOR: CABELA’S WHOLESALE, INC.

            
	 	 	
            	
            	
            	
            	
            	
            	
            	
            	
            
	JURISDICTION	
            	INDICES	
            	FILING DATE	
            	FILE NO.	
            	SECURED PARTY	
            	COLLATERAL/
	 	
            	 	
            	
            	
            	 	
            	
            	
            	COMMENTS
	Nebraska
 	
            	 	
            	
            	
            	
            	 	
            	
            	
            
	Secretary of	
            	UCC	
            	NO FILINGS	 	
            	
            	 	
            	
            
	State through	
            	
            	 	
            	
            	
            	
            	
            	
            	
            
	2/8/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	  


    


    5.15-6 

     

    

    
    


    
      	DEBTOR: 
      	CABELA’S MARKETING AND BRAND MANAGEMENT, INC., F/K/A CABELA’S PROMOTIONS,
      INC.


    


    
      	JURISDICTION	     	INDICES	     	FILING DATE 	     	FILE NO.	     	SECURED PARTY	     	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	Nebraska
 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	Secretary of	
            	UCC	
            	NO FILINGS UNDER	
            	 	
            	
            	
            	
            
	State through	
            	
            	
            	CABELA’S MARKETING	
            	 	
            	
            	
            	
            
	2/8/2006	
            	
            	
            	AND BRAND	
            	 	
            	
            	
            	
            
	
            	
            	
            	
            	MANAGEMENT
 	
            	 	
            	
            	
            	
            
	Cabela’s	
            	UCC	
            	2/18/2003	
            	9903258600-5	
            	Wood Manufacturing Co.,	
            	2002 620V
	Promotions,	
            	
            	
            	
            	
            	
            	
            	Inc.	
            	Ranger Boat and
	Inc.	
            	
            	
            	
            	
            	
            	
            	
            	
            	Trailer
	  	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              DEBTOR: CABELAS.COM, INC.

            
	  	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	JURISDICTION	
            	INDICES	
            	FILING DATE	
            	FILE NO.	
            	SECURED PARTY	
            	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	Nebraska
  	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	Secretary of	
            	UCC	
            	NO FILINGS	
            	
            	
            	
            	
            	
            
	State through	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	2/8/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	  


    


    5.15-7 

     

    

    
    


    
      	
              DEBTOR: WORLD’S FOREMOST BANK

            
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	JURISDICTION	     	INDICES	     	FILING DATE	     	FILE NO.	     	SECURED PARTY	     	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	Nebraska
 	
            	
            	
            	 	
            	
            	
            	
            	
            	
            
	Secretary of	
            	UCC	
            	3/21/2001	
            	9901126522	
            	U.S. Bank National	 	Receivables
	State through	
            	 	
            	
            	
            	
            	
            	Association, as Trustee	
            	pursuant to
	2/8/2006	 	
            	 	
            	
            	
            	
            	
            	
            	Pooling and
	
            	
            	
            	
            	
            	 	
            	
            	
            	
            	Servicing
	
            	
            	
            	
            	
            	
            	 	
            	
            	
            	Agreement dated
	
            	
            	
            	
            	
            	
            	
            	 	
            	
            	3/23/2001
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	 
	
            	
            	UCC	
            	4/6/2001	
            	9901130957	
            	Wells Fargo Bank Nebraska	
            	Accounts
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	excluding those
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	subject to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Pooling and
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Servicing
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Agreement dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	3/23/2001
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	
            
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Terminated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	10/12/2001, but
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	continued
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	11/8/2005
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	 
	
            	
            	UCC	
            	6/27/2001	
            	9901152443	
            	U.S. Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association, as Trustee	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	1
      of Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	6/28/2001
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	
            
	
            	
            	UCC	
            	11/1/2001	
            	9901175453-8	
            	U.S. Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	2
      of Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	11/2/2001
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	UCC	
            	12/26/2001	
            	9901185121-7	
            	U.S. Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	3
      of Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	12/27/2001
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	UCC	
            	3/26/2002	
            	9902204695-8	
            	U.S. Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	4
      of Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	3/28/2002


    


    5.15-8 

     

    

    
    


    
      	
            	     	UCC	     	6/24/2002	     	9902222717-8	     	U.S. Bank National	     	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	5
      of Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	6/26/2002
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	UCC	
            	9/19/2002	
            	9902236204-7	
            	U.S. Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	6
      of Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	9/24/2002
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	UCC	
            	12/16/2002	
            	9902248667-1	
            	U.S. Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	7
      of Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	12/19/2002
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	UCC	
            	2/4/2003	
            	9903256305-7	
            	U.S. Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables
	
            	
            	
            	 	 	
            	
            	 	WFB Funding, LLC,	
            	Purchase
	
            	
            	 	
            	
            	
            	
            	
            	Assignor Secured Party	 	Agreement dated
	
            	 	
            	
            	
            	
            	
            	
            	
            	
            	2/4/2003 and
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	Amended and
	
            	
            	
            	
            	
            	 	
            	
            	
            	
            	Restated Pooling
	
            	
            	
            	
            	
            	
            	 	
            	
            	
            	and Servicing
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Agreement dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	2/4/2003


    


    5.15-9 

     

    

    
    


    
      	
            	     	UCC	     	7/14/2003	     	9903285380-0	     	U.S. Bank National	     	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	WFB Funding, LLC,	
            	Purchase
	
            	
            	
            	
            	
            	
            	
            	
            	Assignor Secured Party	
            	Agreement dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	2/4/2003 and
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Amended and
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Restated Pooling
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	and Servicing
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Agreement dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	2/4/2003
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	
            
	
            	
            	UCC	
            	7/14/2003	
            	9903285381-2	
            	U.S. Bank National	
            	Continuation in
	
            	
            	
            	
            	
            	
            	
            	
            	Association, as Trustee	
            	lieu
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Pooling and
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Servicing
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Agreement dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	3/23/2001,
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables
	
            	
            	
            	 	
            	
            	
            	
            	
            	
            	pursuant to
	
            	 	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	1
      of Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	6/28/2001 and
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables
	
            	
            	
            	
            	 	
            	
            	
            	
            	
            	pursuant to
	
            	
            	 	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	 	
            	
            	
            	 	 	 	2
      of Receivables
	
            	
            	
            	
            	
            	 	
            	
            	
            	
            	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	 	
            	
            	
            	11/2/2001
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	
            
	
            	
            	UCC	
            	7/14/2003	
            	9903285382-4	
            	U.S. Bank National	
            	Continuation in
	
            	
            	
            	
            	
            	
            	
            	
            	Association, as Trustee	
            	lieu
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	2
      of Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	11/2/2001


    


    5.15-10 

     

    

    
    


    
      	
            	     	UCC	     	7/14/2003	     	9903285385-0	     	U.S. Bank National	     	Continuation in
	
            	
            	
            	
            	
            	
            	
            	
            	Association, as Trustee	
            	lieu
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	5
      of Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	6/26/2002
	  	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
            	
            	UCC	
            	7/14/2003	
            	9903285388-6	
            	U.S. Bank National	
            	Continuation in
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	lieu
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	
            	
            	
            	WFB Funding, LLC,	
            	Receivables
	
            	
            	 	
            	
            	
            	
            	
            	Assignor Secured Party	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Purchase
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Agreement dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	2/4/2003 and
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Amended and
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Restated Pooling
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	and Servicing
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Agreement dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	2/4/2003
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	UCC	
            	7/14/2003	
            	9903285384-8	
            	U.S. Bank National	
            	Continuation in
	
            	
            	
            	
            	 	
            	
            	
            	Association	
            	lieu
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	 	
            	
            	
            	
            	
            	
            	
            	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	 	
            	 	pursuant to
	
            	
            	
            	
            	
            	 	 	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	4
      of Receivables
	
            	
            	
            	 	
            	
            	
            	
            	 	
            	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	3/28/2002


    


    5.15-11 

     

    

    
    


    
      	
            	     	UCC	     	7/14/2003	     	9903285383-6	     	U.S. Bank National	     	Continuation in
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	lieu
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	3
      of Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	12/27/2001
 
	
            	
            	UCC	
            	7/14/2003	
            	9903285387-4	
            	U.S. Bank National	
            	Continuation in
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	lieu
	 	 	 	 	 	 	 	 	 	 	  
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	7
      of Receivables
	
            	
            	
            	 	
            	
            	
            	
            	
            	
            	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	12/19/2002
  
	
            	
            	UCC	
            	7/14/2003	
            	9903285386-2	
            	U.S. Bank National	
            	Continuation in
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	lieu
	 	 	 	 	 	 	 	 	 	 	  
	
            	
            	
            	
            	
            	
            	
            	
            	
            	 	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	 	
            	
            	Assignment No.
	
            	
            	 	
            	
            	
            	
            	
            	
            	
            	6
      of Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	in Additional
	
            	 	
            	
            	
            	 	 	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	 	 	
            	
            	
            	
            	9/24/2002
 
	
            	
            	UCC	
            	7/30/2004	
            	9904344412-3	
            	Sherman Originator	
            	Debtors’ right to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Purchased
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts


    


    5.15-12 

     

    

    
    


    DEBTOR:
WFB FUNDING CORPORATION

     

    
      	JURISDICTION	     	INDICES	     	FILING DATE	     	FILE NO.	     	SECURED PARTY	     	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	Nebraska
 	
            	
            	
            	 	
            	
            	
            	 	 	 
	Secretary of	
            	UCC	
            	NO FILINGS	
            	
            	 	
            	
            	
            
	State through	 	 	 	
            	 	 	
            	 	
            	
            
	2/8/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              DEBTOR: WFB FUNDING,
  LLC

            
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	JURISDICTION	     	INDICES	     	FILING DATE	     	FILE NO.	     	SECURED PARTY	     	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	Nebraska
 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	Secretary of	
            	UCC	
            	2/4/2003	
            	9903256306-9	
            	US Bank National	
            	Receivables
	State through	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	2/8/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	Amended and
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Restated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Pooling and
	
            	
            	 	
            	
            	
            	
            	
            	
            	
            	Servicing
	
            	
            	
            	
            	
            	 	
            	
            	
            	
            	Agreement
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	dated 2/4/2003
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	UCC	
            	4/29/2003	
            	9903271697-5	
            	US Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	8
      of Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	 	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	 	
            	
            	4/29/2003
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	UCC	
            	6/23/2003	
            	9903281920-2	
            	US Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	 	
            	 	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	9
      of Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	in Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	6/25/2003
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	UCC	
            	9/18/2003	
            	9903295480-4	
            	US Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	10 of
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables in
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	9/23/2003


    


    5.15-13 

     

    

    
    


    
      	 	     	UCC	     	12/15/2003	     	9903308312-5	     	US Bank National	     	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	11 of
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables in
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	 	
            	
            	12/18/2003
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	 	
            	UCC	
            	3/18/2004	
            	9904323867-1	
            	US Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	12 of
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables in
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	3/25/2004
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	 	
            	UCC	
            	4/14/2004	
            	9904328350-1	
            	US Bank National	
            	Debtors right in
	
            	
            	
            	
            	
            	
            	
            	
            	Association, as Indenture	
            	Series 2004-1
	
            	
            	
            	
            	
            	
            	
            	
            	Trustee	
            	Certificate
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	issued
	
            	
            	
            	
            	
            	
            	
            	
            	Cabela’s Credit Card Master	
            	4/14/2004
	
            	
            	
            	
            	
            	
            	
            	
            	Note Trust, Assignor	
            	
            
	
            	
            	
            	
            	
            	
            	
            	
            	Secured Party	
            	
            
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	
            
	 	
            	UCC	
            	6/21/2004	
            	9904339086-3	
            	US Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	 	
            	Association	 	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	 	 	
            	
            	
            	
            	13 of
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables in
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Additional
	
            	
            	
            	 	
            	
            	
            	
            	 	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	6/24/2004
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	
            
	 	
            	UCC	
            	9/24/2004	
            	9904352131-7	
            	US Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	14 of
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables in
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	9/29/2004


    


    5.15-14 

     

    

    
    


    
      	
            	     	UCC	     	12/22/2004	     	9904367559-0	     	US Bank National	     	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	15 of
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables in
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	12/28/2004
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	
            
	
            	
            	UCC	
            	3/18/2005	
            	9905384790-3	
            	US Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	16 of
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables in
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	3/24/2005
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	
            
	
            	
            	UCC	
            	6/24/2005	
            	9905400679-8	
            	US Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	17 of
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables in
	
            	
            	
            	
            	
            	
            	
            	
            	
            	 	Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	6/29/2005
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	
            
	
            	
            	UCC	
            	9/22/2005	
            	9905413710-1	
            	US Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	
            	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	 	
            	
            	 	
            	
            	
            	
            	
            	18 of
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables in
	
            	
            	
            	
            	 	
            	
            	 	
            	
            	Additional
	
            	
            	 	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	 	
            	 	
            	
            	
            	
            	9/29/2005
	
            	
            	
            	
            	
            	
            	
            	
            	 	
            	
            
	
            	
            	UCC	
            	12/7/2005	
            	9905426028-9	
            	US Bank National	
            	Receivables
	
            	
            	
            	
            	
            	
            	 	
            	Association	
            	pursuant to
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Assignment No.
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	19 of
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Receivables in
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Additional
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	Accounts dated
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	12/13/2005


    


    5.15-15 

     

    

    
    


    DEBTOR:
WILD WINGS, LLC 

     

    
      	JURISDICTION	     	INDICES	     	FILING DATE	     	FILE NO.	     	SECURED PARTY	     	COLLATERAL/
	MINNESOTA	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	  	 	 	 	 	 	 	 	 	 	 
	Sec. of State	
            	UCC	
            	Mar. 8, 2002	
            	20023347856	
            	Lessor: General	
            	Equipment & associated items
	through	
            	
            	
            	
            	
            	
            	
            	Electric Capital	
            	& licenses &/or sublicenses to
	2/7/2006	
            	
            	
            	
            	
            	
            	
            	Corporation	
            	use any computer programs &
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	related documentation subject
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	to Lease Agmt #6684604
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              DEBTOR: CABELA’S LODGING,
  LLC

            
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	JURISDICTION	
            	INDICES	
            	FILING DATE	
            	FILE NO.	
            	SECURED PARTY	
            	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	Nebraska
 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	Secretary of	
            	UCC	
            	12/3/1999	
            	9999925582	
            	Cabela’s Ventures, Inc.	
            	Blanket UCC
	State through	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	2/8/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	Continued
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	8/4/2004
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              DEBTOR: CABELA’S TROPHY PROPERTIES, LLC

            
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	JURISDICTION	
            	INDICES	
            	FILING DATE	 	FILE NO.	
            	SECURED PARTY	
            	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	 	 	
            	COMMENTS
	Nebraska
 	
            	 	 	
            	
            	
            	
            	
            	 	
            
	Secretary of	
            	UCC	
            	NO FILINGS	
            	
            	
            	
            	
            	
            
	State through	
            	
            	
            	 	
            	
            	
            	
            	
            	
            
	2/8/2006	 	
            	
            	
            	
            	
            	
            	
            	
            	
            


    


    5.15-16 

     

    

    
    


    DEBTOR:
CABELA’S
RETAIL TX, L.P. 

     

    
      	JURISDICTION	     	INDICES	     	FILING DATE	      	FILE NO.	     	SECURED PARTY	     	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	Nebraska
 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	Secretary of	
            	UCC	
            	NO FILINGS	
            	
            	
            	
            	
            	
            
	State through	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	2/8/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              DEBTOR: ORIGINAL CREATIONS,
    LLC

            
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	JURISDICTION	
            	INDICES	
            	FILING DATE	
            	FILE NO.	
            	SECURED PARTY	
            	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	Minnesota
 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	Secretary of	
            	UCC	
            	NO FILINGS	
            	
            	
            	
            	
            	
            
	State through	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	2/7/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	  	
            	
            	
            	
            	
            	
            	
            	
            	
            	 
	
              DEBTOR: CABELA’S RETAIL GP,
    LLC

            
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	JURISDICTION	
            	INDICES	
            	FILING DATE	
            	FILE NO.	
            	SECURED PARTY	
            	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	Nebraska
  	
            	 	
            	
            	 	
            	
            	
            	
            	
            
	Secretary of	 	UCC	 	NO FILINGS	
            	
            	
            	
            	 	
            
	State through	
            	 	
            	
            	
            	
            	
            	
            	
            	
            
	2/8/2006	
            	
            	
            	 	
            	
            	
            	
            	
            	
            
	  	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              DEBTOR: CRLP, LLC

            
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	JURISDICTION	
            	INDICES	
            	FILING DATE	
            	FILE NO.	
            	SECURED PARTY	
            	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	Nebraska
  	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	Secretary of	
            	UCC	
            	NO FILINGS	
            	
            	
            	
            	
            	
            
	State through	
            	
            	
            	
            	
            	 	 	 	
            	
            
	2/8/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            


    


    5.15-17 

     

    

    
    


    DEBTOR:
CABELA’S
RETAIL LA, LLC 

     

    
      	JURISDICTION	     	INDICES	     	FILING DATE	     	FILE NO.	     	SECURED PARTY	     	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	Nebraska
  	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	Secretary of	
            	UCC	
            	NO FILINGS 	
            	
            	
            	
            	
            	
            
	State through	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	2/8/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              DEBTOR: TS MANUFACTURING,
      LLC

               

            
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	JURISDICTION	
            	INDICES	
            	FILING DATE	
            	FILE NO.	
            	SECURED PARTY	
            	COLLATERAL/
	 	
            	
            	
            	
            	
            	 	
            	
            	
            	COMMENTS
	Nebraska
  	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	Secretary of	
            	UCC	
            	NO FILINGS 	
            	
            	
            	
            	
            	
            
	State through	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	2/8/2006	
            	
            	
            	
            	
            	 	
            	
            	
            	 
	  	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              DEBTOR: LEGACY TRADING COMPANY

            
	  	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	JURISDICTION	
            	INDICES	
            	FILING DATE	
            	FILE NO.	
            	SECURED PARTY	
            	COLLATERAL/
	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	COMMENTS
	South Dakota
  	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	Secretary of	
            	UCC	
            	NO FILINGS 	
            	
            	
            	
            	 	 
	State through	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	2/8/2006	
            	
            	
            	
            	
            	
            	 	 	
            	
            
	  	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	DEBTOR: CABELA’S RETAIL MO, LLC
	 	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	JURISDICTION	 	INDICES	
            	FILING DATE	
            	FILE NO.	
            	SECURED PARTY	
            	COLLATERAL/
	 	
            	 	 	
            	
            	
            	
            	
            	
            	COMMENTS
	Nebraska
  	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	Secretary of	
            	UCC	
            	NO FILINGS	 	
            	
            	 	
            	
            
	State through	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	2/8/2006	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            


    


    5.15-18 

     

    

    
    


    B. CONTINGENT LIABILITIES 

     

         1.
Under Sections 2.2.2 and 2.2.3 of the Specific Venture Agreement dated November
2, 2001 (the “Agreement”) between Cabela’s Retail, Inc. (“CRI”)
and the Unified Government of Wyandotte County/Kansas City Kansas (“UG”),
as amended by that certain First Amendment to Specific Venture Agreement dated
February 7, 2003, Second Amendment to Specific Venture Agreement dated May 25,
2004, and Third Amendment to Specific Venture Agreement dated July 1, 2005, in
connection with the development of the Kansas City retail store, the UG has a
reversionary interest in the Pad Sites (as defined in the Agreement) and can
exercise said reversionary interest rights in the event that construction is not
commenced on any or all of the Pad Sites within seven (7) years and six (6)
months of the Grand Boulevard Completion Date (as defined in the Agreement).
Said reversionary rights are also set forth in that certain Special Warranty
Deed dated November 2, 2001 from the UG (as Grantor) to CRI (as Grantee). As
of December 19, 2005, all of the Pad Sites have been
sold by CRI, but Lots 2 and 5 are still under development by their respective
owners. In addition, if at any time after seven (7) years and six (6) months of
the Grand Completion Date, CRI ceases to operate the Retail Store (as defined in
the Agreement) in a dignified quality manner or abandons the Retail Store, the
UG has the option to purchase the Retail Store for fair market value. Finally,
CRI must obtain the approval of the UG to transfer the Specific Venture (as
defined in the Agreement) unless the transfer is part of a sale of the assets of
CRI and its affiliates to a transferee that is a recognized high quality
retailer similar in size and ability to generate sales as CRI with a net worth
at least equal to CRI and its affiliates who unconditionally assumes CRI’s
obligations under the Agreement.

     

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

     

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

     

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

     

    5.15-19 

     

    

    
    


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

     

         6.
CRI and Utah County, Utah (“County”) entered into that certain County Nature Museum
Purchase and Development Agreement (Utah County, Utah) dated October 12, 2004
(the “Agreement”), whereby CRI agreed to build a Cabela’s retail
store and employ a certain number of full-time equivalent employees in Lehi,
Utah by June 30, 2006. The store opened on August 25, 2005. If CRI does not keep
the store open for a period of five (5) years, CRI is obligated to pay $200,000
to the County for each year that the retail store is closed prior to its fifth
anniversary. If CRI does not attain the employee level described above, the
County may have a cause of action under Utah law.

     

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

     

         8.
CRI, Coor’s and The City of Wheat Ridge, a Colorado municipal corporation
(“City”) entered into that certain Annexation and
Development Agreement dated December 20, 2004, as amended (the “Agreement”), whereby CRI agreed to build a Cabela’s retail
store and employ a certain number of full-time equivalent employees in the City
by September 30, 2006. If CRI does not open the store by September 30, 2006 or
attain the specified employee levels, the City may have a cause of action in
accordance with Colorado law. It is currently contemplated that the Agreement
will be amended to extend the store opening date until sometime in late 2007.


     

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

     

    5.15-20 

     

    

    
    


         10.
CRI, the City of Buda, Texas, Hays County, Texas, the City of Buda 4B
Corporation and the Dupre Local Government Corporation entered into that certain
Master Economic Development Agreement dated on or about May 14, 2004 (the
“Agreement”), which was later assigned from CRI to Cabela’s
Retail TX, whereby Cabela’s Retail TX agreed to build a Cabela’s retail store
and employ a certain number of full-time equivalent employees. In the event that
Cabela’s Retail TX does not obtain the employment level set forth in the
Agreement, Cabela’s Retail TX shall reimburse to the applicable Governmental
Unit (as defined in the Agreement) an amount equal to $5,000 per each full-time
equivalent job below the number required.

     

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

     

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

     

    
      	DESCRIPTION	     	AMOUNT
	Mitchell Bonds 	
            	4,205,000
	 	
            	
            
	Sidney
      Construction Grant II	
            	1,000,000
	 	
            	
            
	Sidney
      Construction Grant III	
            	1,000,000
	 	
            	
            
	Woonsocket Site Improvements	
            	500,000
	 	
            	
            
	East
      Grand Forks	
            	3,256,994
	 	
            	
            
	Hamburg
      PA	
            	1,200,000


    


    5.15-21 

     

    

    
    


    
      	DESCRIPTION	     	AMOUNT
	North
      Platte	
            	45,634
	 	
            	
            
	Grand
      Island	
            	25,000
	 	
            	
            
	PDC
      1996	
            	2,445,000
	 	
            	
            
	PDC
      1997	
            	540,000
	 	
            	
            
	Owatonna	
            	1,347,708
	 	
            	
            
	Lincoln	
            	176,027
	 	
            	
            
	WFB
      portion of Lincoln	 	169,973
	 	
            	
            
	Texas
      Enterprise Fund	
            	400,000
	 	
            	
            
	Sidney
      CDBG – Alco Grant	
            	250,000
	 	
            	
            
	Washington County, Wisconsin	
            	500,000
	 	
            	
            
	Sidney
      Construction Grant IV	
            	100,000
	(Boat
      addition/airplane purchase	
            	
            
	 	
            	
            
	TOTAL	
            	17,161,336


    


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

     

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

     

    5.15-22 

     

    

    
    


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


     

         16.
CRI has entered into two (2) separate purchase agreements, each dated as of
March 7, 2005, as amended (the “Real Estate Purchase Agreements”), whereby CRI has the right to purchase
approximately 30 acres of real estate in the City of Reno, County of Washoe,
Nevada. The total purchase price for the real estate is approximately
$5,150,000, and the purchase of said real estate is contingent upon CRI entering
into an agreement with the City of Reno, Nevada and the Redevelopment Agency of
the City of Reno, Nevada (the “Definitive Agreement”) with regard to certain bond financing in an amount
up to $54,000,000. The Definitive Agreement has been generally negotiated
between the parties, but is still subject to formal approval by the
municipalities, which is anticipated to be complete by early March 2006. After
the Definitive Agreement has been signed by all parties, CRI intends to close on
the purchase of the approximately 30 acres of real estate as set forth in the
Real Estate Purchase Agreements.

     

    C. UNSECURED REVOLVING CREDIT FACILITY 

     

         Unsecured revolving credit facility under that
certain Second Amended and Restated Credit Agreement, dated July 15, 2005, by
and between Cabela’s Incorporated, Cabela’s Retail, Inc., Van Dyke Supply
Company, Inc., Cabela’s Ventures, Inc., Cabela’s Outdoor Adventures, Inc.,
Cabela’s Catalog, Inc., Cabela’s Wholesale, Inc., Cabela’s Marketing and Brand
Management, Inc., Cabelas.com, Inc., Wild Wings, LLC, Cabela’s Lodging, LLC,
Cabela’s Retail LA, LLC, Cabela’s Trophy Properties, LLC, Original Creations,
LLC, Cabela’s Retail TX, L.P., Cabela’s Retail GP, LLC, CRLP, LLC, Legacy
Trading Company (pursuant to a Joinder Agreement dated on or about February 22
2006) and Cabela’s Retail MO, LLC (pursuant to a Joinder Agreement dated on or
about February 22 2006) (collectively, the “Borrowers”) and LaSalle Bank National Association, Wachovia
Bank, Comerica Bank, Wells Fargo Bank, JP Morgan Chase Bank, Sovereign Bank and
U.S. Bank National Association. On
February 7, 2006 there
was $61,179,000.00 outstanding on the line of credit. On
February 6, 2006 there was $43,764,917.00 outstanding on letters of credit and
standby letters of credit.

     

    D. 1995 SENIOR NOTES 

     

         Notes issued under Note Agreements, dated January 1,
1995, from the Borrowers to United of Omaha Life Insurance Company, Companion
Life Insurance Company and Mutual of Omaha Insurance Company, as amended by that
certain Amendment No. 1 to Note Agreements dated as of June 30, 1997, as amended
by that certain Amendment No. 2 to Note Agreements dated as of September 1,
2000, as amended by that certain Amendment No. 3 to Note Agreements dated as of
October 9, 2001, as amended by that certain Amendment No. 4 to Note Agreements
dated as of September 5, 2002, as amended by that certain Amendment No. 5 to
Note Agreements dated as of May 5, 2004, and as amended by that certain
Amendment No. 6 to Note Agreements dated as of February 27, 2006.

     

    5.15-23 

     

    

    
    


    E. 2002 SENIOR NOTES 

     

         Notes issued under Note Agreements, dated September
5, 2002, as amended, from the Borrowers to Jackson National Life Insurance
Company, Jackson National Life Insurance Company of New York, The Prudential
Assurance Company Limited, AIG SunAmerica Life Assurance Company, First
SunAmerica Life Insurance Company, General Electric Capital Assurance Company,
GE Life and Annuity Assurance Company, Teachers Insurance and Annuity
Association of America, TIAA-CREF Life Insurance Company, Nationwide Life
Insurance Company, Nationwide Life and Annuity Insurance Company, Provident
Mutual Life Insurance Company, Pacific Life Insurance Company, Massachusetts
Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia
Limited, and Principal Life Insurance Company. 

     

    F. OTHER LIENS


     

         1. Under the Note
Purchase Agreements dated January 1, 1995 between certain of the Borrowers and
United of Omaha Life Insurance Company, Companion Life Insurance Company and
Mutual of Omaha Life Insurance Company, as amended by Amendment No. 1 to Note
Agreements dated June 30, 1997, as amended by Amendment No. 2 to Note Agreements
dated September 1, 2000, as amended by Amendment No. 3 to Note Agreements dated
as of October 9, 2001, as amended by Amendment No. 4 to Note Agreements dated as
of September 5, 2002, as amended by Amendment No. 5 to Note Agreements dated as
of May 5, 2004, and as amended by that certain Amendment No. 6 to Note
Agreements dated as of February 27, 2006, Cabela’s has agreed to restrictions on
granting Liens on the assets of Cabela’s and its Restricted Subsidiaries.


     

         2. As part of an
agreement to issue $5,000,000.00 in Sales Tax Bonds (the “Bonds”) from the City of Mitchell, South Dakota, a South
Dakota municipality (“Mitchell”), Cabela’s Retail, Inc. (“CRI”)
entered into an Operating Agreement dated November 1, 1999, with Mitchell and
The City of Mitchell Public Museum Board whereby CRI agreed to pay Mitchell a
“Shortfall Fee” in an amount equal to the difference between (i) the annual debt
service on the Bonds, and (ii) the actual sales tax collections attributable to
CRI’s retail center in Mitchell, South Dakota. In addition, CRI is obligated to
make payment to the City in such amounts and at such times as necessary to
enable the City to prepay the second lien bonds to reduce the outstanding
principal amount of the second lien bonds to $4,000,000 if the City determines
that it needs extra sales tax bond borrowing capacity at any time prior to April
1, 2006. To the extent that future sales tax collections are greater than the
annual debt service requirement, the Agreement provides that one-half of the
excess will be available to reimburse CRI for previous Shortfall Fees. To secure
CRI’s performance of its obligations, CRI entered into an Assignment and Pledge
of Second Lien and Sales Tax Bonds dated May 10, 2000 pursuant to which the
bonds were pledged to a Trustee. One or more of the agreements contain a
restriction against granting liens on the collateral covered thereby.


     

    5.15-24 

     

    

    
    



         3. The Specific Venture
Agreement dated November 2, 2001, between Cabela’s Retail, Inc. (“CRI”)
and the Unified Government of Wyandotte County/Kansas City Kansas, as amended by
that certain First Amendment to Specific Venture Agreement dated May 25, 2004,
Second Amendment to Specific Venture Agreement dated May 25, 2004, and Third
Amendment to Specific Venture Agreement dated July 1, 2005, in connection with
the development of the Kansas City retail store which includes a covenant
whereby certain real estate adjacent to the retail store will have to be
conveyed back to the Unified Government if not developed by a certain date. The
Specific Venture Agreement also provides that the Unified Government shall have
the option to purchase the Kansas City retail store in the event of certain
fundamental breaches by Cabela’s Retail, Inc. and contains a restriction against
mortgaging the store property without the prior consent of the Unified
Government. 

     

         4. Under the
Development Agreement dated November 19, 2003, by and among CRI, the State of
West Virginia, the County Commission of Ohio County, West Virginia (the
“County”) and the Ohio County Development Authority (the
“Authority”), as amended by that certain First Amendment to
Development Agreement dated January 10, 2005, the Authority had an option to
purchase approximately 15 acres of real estate from CRI for $1.00 if the
Authority and County refinanced or otherwise replaced certain Bonds purchased by
Cabela’s, whereby the proceeds from said refinancing or replacement would be
used to pay off the Cabela’s Bonds in full; provided, however, the Authority’s option to purchase the real estate
for $1.00 was supposed to expire on January 10, 2006 if the Cabela’s Bonds were
not paid off in full by said date. Cabela’s, the County and the Authority
entered into that certain First Supplemental and Amendatory Bond Trust Indenture
(Series 2005C and Series 2005D) dated as of December 1, 2005, whereby Cabela’s
deeded the 15 acres to the County and the Authority has until June 30, 2007, to
redeem all of the Cabela’s Bonds. In the event that all of the Cabela’s Bonds
are redeemed prior to July 1, 2007, then Cabela’s shall be deemed to have been
paid in full on $3,000,000 of the Series 2005D Bonds. In the event that all of
the Cabela’s Bonds are not redeemed prior to July 1, 2007, then the Authority
shall be required to also redeem the $3,000,000 of Series 2005D Bonds in
accordance with their natural term. Under a Lease Agreement dated February 5,
2004 between the Ohio County Development Authority and Cabela’s Wholesale, Inc.,
Cabela’s is obligated to relinquish rights to 21.56 acres of undeveloped and/or
unused real property if it is not developed by January 1, 2008. Currently,
Cabela’s is in the process of expanding its distribution center on said 21.56
acres. Accordingly, effective as of July 1, 2006, the Ohio County Development
Authority and Cabela’s Wholesale, Inc. entered into an Amended and Restated
Lease Agreement with Option to Purchase whereby Cabela’s obligation to
relinquish rights to the 21.56 acres shall no longer be in effect. 

     

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


     

    5.15-25 

     

    

    
    



    
           6. Under the Note
Purchase Agreement dated as of September 5, 2002, as amended, between certain of
the Borrowers and Jackson National Life Insurance Company, Jackson National Life
Insurance Company of New York, the Prudential Assurance Company Limited,
First Sun-America Life Insurance Company, AIG SunAmerica Life Assurance
Company, General Electric Capital Assurance Company, GELife and Annuity
Assurance Company, Teachers Insurance and Annuity Association of America,
TIAA-CREF Life Insurance Company, Nationwide Life Insurance Company, Nationwide
Life and Annuity Insurance Company, Provident Mutual Life Insurance Company,
Pacific Life Insurance Company, Massachusetts Mutual Life Insurance Company,
C.M. Life Insurance Company, Mass Mutual Asia Limited and Principal Life
Insurance Company, the Borrowers have agreed to restrictions on granting Liens
on the property or assets of the Borrowers and any “Restricted Subsidiary.”


    

     

         7. Under the Agreement
and Right of First Refusal dated as of October 8, 2004, by and between Traverse
Mountain Commercial Investments, LLC, a Utah limited liability company
(“Traverse”) and CRI, Traverse has a right of first refusal for
seven and one-half (7.5) years from October 8, 2004 on approximately forty (40)
acres (“Property”) owned by CRI in the event that CRI ever sells,
exchanges or otherwise transfers any portion of the Property. Additionally,
under the Traverse Mountain Commercial Investments, LLC Real Estate Option
Agreement dated October 8, 2004, by and between Traverse and CRI, Traverse has
the option to purchase the Property from CRI in the event that CRI fails to
construct a retail store by October 8, 2006 or fails to keep a Cabela’s retail
store open for any ninety (90) consecutive days from October 8, 2007 until seven
and one-half (7.5) years after October 8, 2004. 

     

         8. Under the Real
Estate Purchase and Sale Agreement dated July 6, 2004, as amended by that
certain Amendment No. 1 to Real Estate Purchase and Sale Agreement dated
December 1, 2004, by and between CRI and Coor’s Brewing Company, a Colorado
corporation (“Coors”), Coors has certain rights to repurchase certain
portions of the approximately eighty (80) acres that CRI purchased from Coors in
the event that CRI has not maintained a Cabela’s retail store open for business
under certain conditions for (i) five (5) years after the Completion Date of the
retail store and (ii) ten (10) years after the Completion Date of the retail
store, all in accordance with Section 8.12 of said Agreement. 

     

         9. Under the Contract
of Sale dated March 26, 2004, as amended by that certain First Amendment to
Contract for Sale dated June 10, 2004, by and between Cabela’s Retail TX, L.P.
(“Cabela’s”) and AIL Investment L.P., a Texas limited
partnership (“AIL”), and in accordance with Exhibit “D” to that certain
Special Warranty Deed given by AIL to Cabela’s on June 10, 2004, AIL retains
certain rights to purchase approximately fifty (50) acres of land from Cabela’s
for a period of ten (10) years after recording of the Deed in the event that
Cabela’s ever receives a bona fide offer to sell said property. 

     

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

     

    5.15-26 

     

    

    
    



    G. OTHER EXISTING DEBT


     

    
      	  	        	AMOUNT AT BOOK VALUE
	OBLIGATION:	
            	AS OF 12/31/05:
	 	
            	
            	
            
	Notes
      Payable – MOO	
            	     
             $ 	5,686,363
	 	
            	
            	
            
	Notes
      Payable – SPP Capital	
            	$ 	100,000,000
	 	
            	
            	
            
	Bond
      Payable – SHQ	
            	$ 	1,007,911.73
	 	
            	
            	
            
	Lincoln
      Econ Development Loans	
            	$ 	176,027
	 	
            	
            	
            
	Assessment Payable – Owatonna	 	$ 	1,347,708
	 	
            	
            	
            
	Bond
      Payable – PDC 1996	
            	$ 	2,445,000
	 	
            	
            	
            
	Bond
      Payable – PDC 1997	
            	$ 	540,000
	 	
            	
            	
            
	Notes
      Payable – Employee	
            	$ 	14,773
	 	
            	
            	
            
	Capital
      Lease – Wheeling, WV	
            	$ 	8,494,677.33


    


    5.15-27 

     

    

    
    



    [FORM OF NOTE] 

     

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

CRLP, LLC 
CABELA’S RETAIL MO, LLC 

     

    5.99% Senior Note, Series
2006-A, due February 27, 2016 

     

    
      	No.
      [_________]	[Date]
	$[____________]	PPN
      12681# AA 5 


    


         FOR
VALUE RECEIVED, the undersigned, CABELA’S
INCORPORATED (herein called the
“Company”), a corporation organized and existing under the
laws of the State of Delaware, and the subsidiaries of the Company consisting of
(i) Cabela’s Catalog, Inc., (ii) Cabela’s Retail, Inc., (iii) Cabela’s Outdoor
Adventures, Inc., (iv) Cabelas.com, Inc., (v) Cabela’s Wholesale, Inc., (vi)
Cabela’s Ventures, Inc., (vii) Wild Wings, LLC, (viii) Cabela’s Lodging, LLC,
(ix) Van Dyke Supply Company, Inc., (x) Cabela’s Marketing and Brand Management,
Inc., (xi) Cabela’s Retail LA, LLC, (xii) Cabela’s Trophy Properties, LLC,
(xiii) Original Creations, LLC, (xiv) Cabela’s Retail TX, L.P., (xv) Cabela’s
Retail GP, LLC, (xvi) Legacy Tracing Company, (xvii) CRLP, LLC and (xviii)
Cabela’s Retail MO, LLC (the Subsidiaries together with the Company being herein
referred to collectively as the “Obligors”) hereby jointly and severally promise to pay to
[________________], or registered assigns, the principal sum of
[________________] DOLLARS on February 27, 2016 with
interest (computed on the basis of a 360-day year of twelve 30-day months) (a)
on the unpaid balance thereof at the rate of 5.99% per annum from the date
hereof, payable semiannually, on the 27th day of each February and August in
each year, commencing with the February 27 or August 27 next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b) to
the extent permitted by law on any overdue
payment (including any overdue prepayment) of principal, any overdue payment of
interest and any overdue payment of any Make-Whole Amount (as defined in the
Note Purchase Agreements referred to below), payable semiannually as aforesaid
(or, at the option of the registered holder hereof, on demand), at a rate per
annum from time to time equal to the greater of (i) 7.99% or (ii) 2.00% over the
rate of interest publicly announced by US Bank, N.A. from time to time in
Lincoln, Nebraska as its “base” or “prime” rate. 

     

    EXHIBIT
1 
(to Note Purchase Agreement)


     

    

    
    


     

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

     

         This Series 2006-A Note is one of a series of Senior
Notes (herein called the “Notes”) issued pursuant to separate Note Purchase
Agreements, dated as of February 27, 2006 (as from time to time amended, the
“Note Purchase Agreements”), between the Obligors and the respective Purchasers
named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, (i) to have agreed to the
confidentiality provisions set forth in Section 20 of the Note Purchase
Agreements and (ii) to have made the representation set forth in Section 6.2 of
the Note Purchase Agreements, provided that such holder may (in reliance upon information
provided by the Company, which shall not be unreasonably withheld) make a
representation to the effect that the purchase by such holder of any Note will
not constitute a non-exempt prohibited transaction under section 406(a) of
ERISA. 

     

         This Series 2006-A Note is a registered Note and, as
provided in the Note Purchase Agreements, upon surrender of this Note for
registration of transfer, duly endorsed, or accompanied by a written instrument
of transfer duly executed, by the registered holder hereof or such holder’s
attorney duly authorized in writing, a new Series 2006-A Note for a like
principal amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of transfer, the Obligors
may treat the person in whose name this Series 2006-A Note is registered as the
owner hereof for the purpose of receiving payment and for all other purposes,
and the Obligors will not be affected by any notice to the contrary.


     

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

     

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

     

    E-1-2 

     

    

    
    



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

     

    
      	
            	CABELA’S INCORPORATED
	
            	
            	 
	
            	
            	 
	
            	By	   
	
            	
            	Name:
	
            	 	Title:
	
            	 
	
            	 
	
            	CABELA’S CATALOG, INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	 
	
            	 
	
            	CABELA’S RETAIL, INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	  
	
            	CABELA’S OUTDOOR ADVENTURES, INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:


    


    E-1-3 

     

    

    
    



    
      	
            	CABELAS.COM, INC.
	
            	
            	 
	
            	
            	 
	
            	By	   
	
            	
            	Name:
	
            	 	Title:
	
            	 
	
            	 
	
            	CABELA’S WHOLESALE, INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	 
	
            	 
	
            	CABELA’S VENTURES, INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	  
	
            	WILD WINGS,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	 
	
            	CABELA’S LODGING, LLC
	
            	
            	 
	
            	
            	 
	
            	By	 
	
            	
            	Name:
	
            	
            	Title:


    


    E-1-4 

     

    

    
    



    
      	
            	VAN
      DYKE SUPPLY COMPANY, INC.
	
            	
            	 
	
            	
            	 
	
            	By	   
	
            	
            	Name:
	
            	 	Title:
	
            	 
	
            	 
	
            	CABELA’S MARKETING AND BRAND
	
            	    
      MANAGEMENT, INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	 
	
            	 
	
            	CABELA’S RETAIL LA,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	  
	
            	CABELA’S TROPHY PROPERTIES, LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	 
	
            	ORIGINAL CREATIONS,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	 
	
            	
            	Name:
	
            	
            	Title:


    


    E-1-5 

     

    

    
    



    
      	
            	CABELA’S RETAIL TX,
      L.P.
	
            	
            	 
	
            	
            	 
	
            	By	   
	
            	
            	Name:
	
            	 	Title:
	
            	 
	
            	 
	
            	CABELA’S RETAIL GP,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	 
	
            	 
	
            	LEGACY
      TRADING COMPANY
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	  
	
            	CRLP,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	 
	
            	CABELA’S RETAIL MO, LLC
	
            	
            	 
	
            	
            	 
	
            	By	 
	
            	
            	Name:
	
            	
            	Title:


    


    E-1-6 

     

    

    
    



    DESCRIPTION OF OPINION OF SPECIAL COUNSEL
TO THE OBLIGORS


     

    February 27, 2006


     

    To Each of the
Purchasers Listed
in Schedule A of those certain
Note Purchase
Agreements
dated February 27, 2006,
from Cabela's Incorporated
and
certain Subsidiaries 

     

    
      	     	Re:	     	5.99% Senior Notes, Series A, due February 27, 2016 (the
      “Notes”)
	
            	  	
            	Our File No. 5200-0123


    


    Ladies and
Gentlemen: 

     

    We have acted as counsel to
Cabela’s Incorporated, a Delaware corporation, Cabela's Catalog, Inc., a
Nebraska corporation, Cabela's Retail, Inc., a Nebraska corporation, Cabela's
Outdoor Adventures, Inc., a Nebraska corporation, Cabelas.com, Inc., a Nebraska
corporation, Cabela's Wholesale, Inc., a Nebraska corporation, Cabela's
Ventures, Inc., a Nebraska corporation, Van Dyke Supply Company, Inc., a South
Dakota corporation, Wild Wings, LLC, a Minnesota limited liability company,
Cabela’s Lodging, LLC, a Nebraska limited liability company, Cabela’s Marketing
and Brand Management, Inc., a Nebraska corporation, Cabela’s Retail LA, LLC, a
Nebraska limited liability company, Cabela’s Trophy Properties, LLC, a Nebraska
limited liability company, Original Creations, LLC, a Minnesota limited
liability company, Cabela’s Retail TX, L.P., a
Nebraska limited partnership,
Cabela’s Retail GP, LLC, a Nebraska limited liability company, Legacy Trading
Company, a South Dakota corporation, CRLP, LLC, a Nebraska limited liability
company and Cabela’s Retail MO, LLC, a Nebraska limited liability company (said
entities hereinafter collectively referred to as "Obligors") in connection with
the negotiation, execution and delivery of those certain Note Purchase
Agreements, dated as of February 27, 2006 (the “Note Agreements”), by and among
Obligors and each of the purchasers listed on Schedule A to the Note Agreements.
This letter (the “Opinion”) is furnished to you pursuant to Section 4.4(a) of
the Note Agreements. All capitalized terms in this Opinion which are not
otherwise defined in this Opinion shall have the same meanings ascribed to such
terms in the Note Agreements. 

     

         1. For purposes of
this Opinion, we have reviewed such documents and made such other investigation
as we have deemed appropriate. Our review included, without limitation, the
following documents (the “Opinion Documents”): 

     

              a.
Note Agreements;

     

              b. Notes; and

     

              c. Form of Joinder Agreement. 

     

    EXHIBIT
4.4(a)
(to Note Purchase Agreement) 

     

    

    
    



    As to certain matters of
fact material to the opinions expressed in this Opinion, we have relied on the
representations made in the Opinion Documents and certificates of public
officials and officers of the Obligors. We have not independently established
the facts so relied on. 

     

         2. Based upon the foregoing and subject to the
other paragraphs of this Opinion, we express the following opinions:


     

         a. Each Obligor is a corporation or limited
liability company or limited partnership (as appropriate) duly incorporated or
organized and validly existing under the laws of the State in which it was
formed and has all requisite power and authority to carry on its business as now
conducted, to enter into the Opinion Documents and to perform all of its
obligations under each and all of the foregoing. 

     

         b. Each Obligor is duly licensed or qualified and
is in good standing as a foreign corporation in each jurisdiction in which the
character of the properties owned or leased by it or the nature of the business
transacted by it makes such licensing or qualification necessary, other than
those jurisdictions as to which the failure to be so qualified or in good
standing could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. 

     

         c. Each of the Opinion Documents has been duly
authorized by all necessary corporate or limited liability company or limited
partnership action on the part of the Obligors which are parties thereto, has
been duly executed and delivered by said Obligors and constitutes the legal,
valid and binding contract of said Obligors enforceable in accordance with its
terms. 

     

         d. 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 the Opinion Documents. 

     

         e. Except as otherwise provided below, the
issuance and sale of the Notes and the execution, delivery and performance by
the Obligors of the Note Agreements do 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 the Obligors
pursuant to the provisions of their respective (i) Articles/Certificate of
Incorporation and Bylaws, (ii) Articles of Organization and Operating Agreements
or (iii) Certificate of Limited Partnership and Limited Partnership Agreements,
or, to our knowledge, any agreement or other instrument in which any of the
Obligors are a party or by which any of the Obligors may be bound. We advise
that (i) the Second Amended and Restated Credit Agreement dated July 15, 2005,
by and among certain Obligors and U.S. Bank, National Association, and the other
banks a party thereto from time to time, (ii) the Note Agreements dated
September 5, 2002 (the “2002 Note Agreements”), from certain Obligors to each of
the purchasers listed on Schedule A to the 2002 Note Agreements, as amended by
that certain First Amendment Agreement dated as of October 31, 2005, and as
amended by that certain Second Amendment Agreement dated as of February 27,
2006, and (iii) the Note Agreements dated January 1, 1995 (the “1995 Note
Agreements”), from certain Obligors to United of Omaha Life Insurance Company,
Companion Life Insurance Company and Mutual of Omaha Insurance Company, as
amended by that certain Amendment No. 1 to 1995 Note Agreements dated as of June
30, 1997, as amended by that certain Amendment No. 2 to 1995 Note Agreements
dated as of September 1, 2000, as amended by that certain Amendment No. 3 to
1995 Note Agreements dated as of October 9, 2001, as amended by that certain
Amendment No. 4 to 1995 Note Agreements dated as of September 5, 2002, as
amended by that certain Amendment No. 5 to 1995 Note Agreements dated as of May
5, 2004, and as amended by that certain Amendment No. 6 to 1995 Note Agreements
dated as of February 27, 2006, contain covenants respecting leverage, interest coverage and fixed charge
coverage, none of which covenants prohibit the issuance of the Notes. We express
no opinion as to whether the execution, delivery and performance of the Note
Agreements and the funding of the Notes will cause or constitute a default under
any such provisions as a result of exceeding financial
ratios. 

     

    E-4.4(a)-2 

     

    

    
    


     

         f. To our knowledge, there is no litigation
pending, threatened against or affecting the Obligors or any Subsidiary, at law
or in equity, which could reasonably be expected to materially adversely effect,
individually or in the aggregate, the properties, business, prospects, profits
or condition (financial or otherwise) of the Obligors or their Subsidiaries or
which could impair the ability of the Obligors to carry on their respective
businesses as now conducted or impair the ability of the Obligors to comply with
the provisions of and perform their respective obligations under the Opinion
Documents. 

     

         g. Neither the issuance of the Notes, nor the use
of the proceeds of the sale of the Notes, will violate or conflict with
Regulations T, U or X of the Board of Governors of the Federal Reserve System of
the United States of America. 

     

         h. The issuance, sale and delivery of the Notes
under the circumstances contemplated by the Note Agreements does not, under
existing law, require the registration of the Notes under the Securities Act of
1933, as amended, or the qualification of an indenture under the Trust Indenture
Act of 1939, as amended. 

     

    The opinions expressed in
this Opinion are based solely upon and limited to the federal law of the United
States, the Delaware General Corporation Law and the law of the State of
Nebraska. 

     

    We neither express nor imply
any opinion as to the enforceability of any provision in any of the Opinion
Documents that provide for the payment of attorneys’ fees by the Obligors or any
Subsidiary. 

     

    We neither express nor imply
any opinion as to the effect on the Obligors of litigation or claims by taxing
authorities or private parties relating to potential liabilities for sales, use
or related taxes on the Obligors’ direct marketing business. 

     

    This Opinion is rendered
solely to you in connection with the Opinion Documents. You may not rely upon
this Opinion for any other purpose. Without our prior written consent, this
Opinion may not be relied upon by any other person or entity for any purpose
except that subsequent institutional transferees may rely upon this opinion, but
only as of the date of original delivery hereof. 

     

    Sincerely,

     

     

     

    [See Attached] 

     

     

     

     

    E-4.4(a)-3 

     

    

    
    



    E-4.4(b)-1 

     

    DESCRIPTION OF OPINION OF SPECIAL COUNSEL
TO THE PURCHASERS


     

    February 27, 2006


     

    To the purchasers listed on
Schedule A to the
  Note Purchase Agreements (defined below)


     

    
      	         
         	Re:	            
    	$215,000,000
	 	  	
            	5.99% Senior Notes, Series 2006-A, due February
      27, 2016
	
            	  	
            	of
	
            	   	 	CABELA’S INCORPORATED, et
al.


    


    Ladies and Gentlemen:


     

         We have acted as your special counsel in connection
with your separate purchases on the date hereof of $215,000,000 aggregate
principal amount of 5.99% Senior Notes, Series 2006-A, due February 27, 2016
(the “Notes”), of (i) Cabela’s Incorporated, a Delaware
corporation (the “Company”), (ii) Cabela’s Catalog, 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., (viii) Van Dyke
Supply Company, Inc., (ix) Wild Wings, LLC, (x) Cabela’s Lodging, LLC, (xi)
Cabela’s Marketing and Brand Management, Inc., (xii) Cabela’s Retail LA, LLC,
(xiii) Cabela’s Trophy Properties, LLC, (xiv) Original Creations, LLC, (xv)
Cabela’s Retail TX, (xvi) Cabela’s Retail GP, LLC, (xvii) Legacy Trading
Company, (xviii) CRLP, LLC and (xix) Cabela’s Retail MO, LLC (collectively, the
“Obligors”) pursuant to the separate Note Purchase Agreements
each dated as of February 27, 2006 (the “Note Purchase Agreements”)
among the Obligors and each of
you. 

     

         In that connection, we
have examined the following:

     

         (a) The Note Purchase
Agreements; 

     

         (b) The Notes delivered
on the date hereof; 

     

         (c) certificates of
officers of the Company, dated the date hereof, with respect to the matters set
forth therein delivered to you pursuant to Section 4.3 of the Note Purchase
Agreements; 

     

    

    
    



    E-4.4(b)-2 

    
           (d) originals, or
copies certified or otherwise identified to our satisfaction, of (a) a
Secretary’s Certificate of the Company dated as of February 27, 2006 (the
“Secretary’s Certificate”) which was executed by Reed Gilmore and which
certified and attached (i) an Amended and Restated Certificate of Incorporation
of the Company certified by the Secretary of State of the State of Delaware on
February 3, 2006 (the “Certificate of Incorporation”), (ii) Amended and Restated By-laws of the Company
(the “Bylaws”) and (iii) resolutions adopted by the Board of
Directors of the Company on December 15, 2006 authorizing the execution of the
Note Purchase Agreements and the issuance of the Notes and (b) a certificate
dated February 3, 2006 of the Secretary of State of the State of Delaware
certifying that the Company is duly incorporated under the laws of the State of
Delaware and is in good standing (the “Good Standing Certificate”);

    

     

         (e) a letter, dated
January 31, 2006, addressed to the Company and us from SPP Capital Partners, LLC
describing the manner of the offering of the Notes (the “Offeree Letter”); and 

     

         (f) such matters of law
as we have deemed necessary to give the opinions hereinafter expressed.


     

         The documents referred to in clauses (a) and (b)
above are hereinafter referred to collectively as the “Financing Documents” and individually as a “Financing Document.” 

     

         As to all matters of fact we have relied solely upon
(a) the representations and warranties of the Company and you set forth in the
Note Purchase Agreements, (b) the certificates of public officials and of the
officers of the Company, and (c) the Offeree Letter, and have assumed, without
independent inquiry, the accuracy of such representations, warranties and
certificates, and of the Offeree Letter. 

     

         Our opinion as to matters referred to in paragraph 1
below is based solely upon an examination of the Certificate of Incorporation of
the Company, the By-laws of the Company and the Good Standing
Certificate.

     

         We have assumed the genuineness of all signatures,
the conformity to the originals of all documents reviewed by us as copies, the
authenticity and completeness of all original documents reviewed by us in
original or copy form, the legal competence of each individual executing any
document. Our opinion as to due authorization set forth in paragraphs 2 and 3
below is based solely upon an examination of the Secretary’s Certificate. In
addition, we have relied, to the extent of the matters set forth therein, upon
the Offeree Letter. We have also assumed that the execution, delivery and
performance of the Financing Documents does not violate or result in any breach
of any agreement to which the Company is subject or require any authorization,
consent, approval, exemption or other action by, or notice to or filing with,
any Governmental Authority (excluding the Federal laws of the United States)
which has not been obtained. 

     

    

    
    



    E-4.4(b)-3 

     

    Based upon the foregoing, we are of the opinion
that: 

     

         1. The Company is a
corporation, validly existing and in good standing under the laws of the State
of Delaware and has the corporate power and the corporate authority to execute
and deliver the Note Purchase Agreements and to issue the
Notes. 

     

         2. The Note Purchase
Agreements have been duly authorized by all necessary corporate action on the
part of the Company and has been duly executed and delivered by the
Company. 

     

         3. The Notes have been
duly authorized by all necessary corporate action on the part of the Company,
and the Notes being delivered on the date hereof have been duly executed and
delivered by the Company. 

     

         4. The issuance, sale
and delivery of the Notes under the circumstances contemplated by the Note
Purchase Agreements do not, under existing law, require the registration of the
Notes under the Securities Act of 1933, as amended, or the qualification of an
indenture under the Trust Indenture Act of 1939, as amended. 

     

         Our opinion is limited to Delaware General
Corporation Law and the Federal laws of the United States and we express no
opinion on the laws of any other jurisdiction. 

     

         This opinion is being furnished only to you in
connection with the purchase of the Notes pursuant to the Note Purchase
Agreements, and is not to be used, quoted, relied upon or otherwise referred to
by any other person or for any other purposes without our prior written consent,
except that this opinion may be reviewed, but not relied upon, by legal and
regulatory authorities and may be relied upon as of the date hereof by
subsequent holders of the Notes who are Institutional Investors and who have
acquired the Notes in accordance with the terms of the Note Purchase Agreements
as if such subsequent holders were original addressees hereon. This opinion is
based on factual matters in existence as of the date hereof and laws and
regulations in effect on the date hereof, and we assume no obligation to revise
or supplement this opinion should such factual matters change or should such
laws or regulations be changed by legislative or regulatory action, judicial
decision or otherwise. 

     

    Respectfully submitted,


     

    NRMann:ALOlshansky


     

    

    
    



    EXHIBIT 9.8(d)-1


     

    JOINDER AGREEMENT


     

         THIS
JOINDER AGREEMENT, dated as of [________], is made by [___________], a
[______________] (the “New
Obligor”) in favor of the holders
(as defined in the Note Agreements) under the Note Agreements (as hereinafter
defined). 

     

    RECITALS 

     

         A. Cabela’s Incorporated, a Delaware corporation (the
“Company”), Cabela’s Retail, Inc., a Nebraska corporation,
Van Dyke Supply Company, Inc., a South Dakota corporation, Cabela’s Ventures,
Inc., a Nebraska corporation, Cabela’s Outdoor Adventures, Inc., a Nebraska
corporation, Cabela’s Catalog, Inc., a Nebraska corporation, Cabela’s Wholesale,
Inc., a Nebraska corporation, Cabelas.com, Inc., a Nebraska corporation, Wild
Wings, LLC, a Minnesota limited liability company, Cabela’s Lodging, LLC, a
Nebraska limited liability company and Cabela’s Marketing and Brand Management,
Inc., a Nebraska limited partnership, Cabela’s Retail LA, LLC, a Nebraska
limited liability company, Cabela’s Trophy Properties, LLC, a Nebraska limited
liability company, Original Creations, LLC, a Minnesota limited liability
company, Cabela’s Retail TX, L.P., a Nebraska limited partnership, Cabela’s
Retail GP, LLC, a Nebraska limited liability company, Legacy Trading Company, a
South Dakota corporation, CRLP, LLC, a Nebraska limited liability company and
Cabela’s Retail MO, LLC, a Nebraska limited liability company (collectively, the
“Existing Obligors”) are parties to separate Note Purchase Agreements
dated as of February 27, 2006 (as amended, the “Note Agreements”) with the holders. 

     

         B. Without in any manner affecting the Existing
Obligors’ joint and several liability under the Note Agreements, the New Obligor
desires to become an obligor under the Note Agreements and the Notes.


     

         NOW
THEREFORE, for and in
consideration of the mutual covenants and agreements set forth herein and in the
Note Agreements, and other valuable consideration, the receipt of which is
hereby acknowledged, each undersigned hereby consents and agrees as follows:


     

         1. Capitalized terms used herein but not otherwise
defined, shall have the meanings ascribed to them in the Note Agreements.


     

         2. Without in any manner affecting the Existing
Obligors’ joint and several liability under the Note Agreements, the New Obligor
hereby assumes and agrees to perform all of the terms, restrictions, obligations
and conditions of an “Obligor” under the Note Agreements and the Notes, and, by
execution of this Joinder Agreement, is hereby designated an “Obligor” for
purposes of, and agrees to be bound by, each and all terms of the Note
Agreements and the Notes. Without limiting the generality of the forgoing, the
New Obligor hereby (a) expressly agrees that it is jointly and severally liable
for and assumes all obligations under the Note Agreements, the Notes and all
other related documents to which any Existing Obligor is a party, and (b) agrees
to perform for the holders’ benefit and be bound by the terms and covenants of
the Note Agreements, the Notes and all other
related documents to which any Existing Obligor is a party. 

     

    

    
    



    EXHIBIT 9.8(d)-2 

     

         3. The New
Obligor represents to the holders that: 

     

         (a)
It is a [corporation or limited liability company] duly [incorporated or formed]
and validly existing and in good standing under the laws of the jurisdiction of
its [incorporation or formation] and has all requisite [corporate or limited
liability company] power and authority to carry on its business as now
conducted, to execute and deliver, and to perform its obligations under, this
Joinder Agreement, the Note Agreements, the Notes and any other related
documents. 

     

         (b)
It holds all certificates of authority, licenses and permits necessary to carry
on its business as presently conducted in each jurisdiction in which it is
carrying on such business, except where the failure to hold such certificates,
licenses or permits could not, individually or in the aggregate reasonably be
expected to have a Material Adverse Effect, and is duly qualified and in good
standing as a foreign corporation or other legal entity in each jurisdiction in
which the character of the properties owned, leased or operated by it or the
business conducted by it makes such qualification necessary and the failure so
to qualify would permanently preclude it from enforcing its rights with respect
to any assets or be expected to have a Material Adverse Effect.

     

         (c)
The execution, delivery and performance by it of this Joinder Agreement, the
Note Agreements, the Notes and any related documents have been duly authorized
by all necessary [corporate or limited liability company] action by the New
Obligor, and constitutes the legal, valid and binding obligations of such New
Obligor, enforceable against such New Obligor in accordance with its respective
terms, subject to limitations as to enforceability which might result from
bankruptcy, insolvency, moratorium and other similar laws affecting creditors’
rights generally and subject to limitations on the availability of equitable
remedies. 

     

         (d)
The execution, delivery and performance by the New Obligor of this Joinder
Agreement, the Note Agreement, the Notes and any related documents will not (a)
violate any provision of any law, statute, rule or regulation or any order,
writ, judgment, injunction, decree, determination or award of any court,
governmental agency or arbitrator presently in effect having applicability to
the New Obligor, (b) violate or contravene any provision of the Certificate of
[Incorporation or Formation] or [bylaws or operating agreement] of the New
Obligor, or (c) result in a breach of or constitute a default under any
indenture, loan or credit agreement or any other agreement, lease or instrument
to which the New Obligor is a party or by which it or any of its properties may
be bound or result in the creation of any Lien thereunder. The New Obligor is
not in default under or in violation of any such law, statute, rule or
regulation, order, writ, judgment, injunction, decree, determination or award or
any such indenture, loan or credit agreement or other agreement, lease or
instrument in any case in which the consequences of such default or violation
could be expected to have a Material Adverse Effect. 

     

    

    
    



    EXHIBIT 9.8(d)-3 

     

         (e)
No order, consent, approval, license, authorization or validation of, or filing,
recording or registration with, or exemption by, any governmental or public body
or authority is required on the part of the New Obligor to authorize, or is
required in connection with the execution, delivery and performance of, or the
legality, validity, binding effect or enforceability of, this Joinder Agreement,
the Note Agreements, the Notes or any related documents. 

     

         (f)
The New Obligor expects to derive benefits from the Note Agreements. The holders
may rely conclusively on the continuing warranty, hereby made, that such New
Obligor continues to be benefited by the holders contribution of funds under the
Note Agreements to the Obligors and the holders shall not have a duty to inquire
into or confirm the receipt of any such benefits, and this Joinder Agreement,
the Note Agreements, the Notes and any other related documents to which it is a
party shall be effective and enforceable by the holder of Notes without regard
to the receipt, nature or value of any such benefits. 

     

         4. Governing Law and Construction. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS JOINDER AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEBRASKA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF. Whenever possible, each provision of this Joinder
Agreement and any other statement, instrument or transaction contemplated hereby
or thereby or relating hereto or thereto shall be interpreted in such manner as
to be effective and valid under such applicable law, but, if any provision of
this Joinder Agreement or any other statement, instrument or transaction
contemplated hereby or thereby or relating hereto or thereto shall be held to be
prohibited or invalid under such applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Joinder Agreement or any other statement, instrument or transaction contemplated
hereby or thereby or relating hereto or thereto. 

     

         5. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT.


     

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

     

    

    
    


    EXHIBIT 9.8(d)-4 

     

         7. New
Obligor Acknowledgements. The New
Obligor hereby acknowledges that (a) it
has been advised by counsel in the negotiation, execution and delivery of this
Joinder Agreement, and (b) such New Obligor shall rely entirely upon its own
judgment with respect to its business, and any review, inspection or supervision
of, or information supplied to, such New Obligor by the holders is for the
protection of the Noteholder and neither such New Obligor nor any third party is
entitled to rely thereon. 

     

    [The next page is the
signature page.] 

     

    

    
    



    EXHIBIT 9.8(d)-5 

     

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


     

    
    

     

    
      	
            	[NEW
      OBLIGOR]
	
            	
            	 
	
            	By: 	  
	
            	    Name:  	  
	
            	    Title:	  


    

     

    REAFFIRMATION 

     

         Each of the undersigned consents to the terms of this
Joinder Agreement and reaffirms, ratifies and confirms (i) in all respects each
and every obligation and covenant made by it in the Note Agreements executed by
each of the undersigned in favor of the Holders and that the Note Agreements
remain the legal, valid and binding obligation of the undersigned enforceable
against the undersigned in accordance with their terms. 

     

    
    

     

    
      	
            	[EXISTING OBLIGORS]
	
            	
            	 
	
            	By: 	  
	
            	    Name:  	  
	
            	    Title:	  


    


    

    
    

     

    
    



    

    

     

    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


     

    [ADD NAMES
OF ANY ADDITIONAL OBLIGORS] 

     

    and 

     

    _________________

     

    
      	[NUMBER] SUPPLEMENT TO NOTE PURCHASE AGREEMENT
	  
	Dated as of _________________
	  
	Re:               
                 
      $____________ _____% Series __
      Senior
      Notes                           
      
	DUE _________________


    

    
    

     

    

    

    
    

     

    EXHIBIT
S 
(to Note Purchase Agreement)


     

    

    
    



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


     

    [ADD NAMES
OF ANY ADDITIONAL OBLIGORS]

     

    _______________________

     

    
      	Dated
      as of
	____________________, ____


    


    To the Purchaser(s) named
in
Schedule A hereto

     

    Ladies and Gentlemen:


     

         This [Number] Supplement to Note Purchase Agreement
(the “Supplement”) is among CABELA’S INCORPORATED, a Delaware
corporation (the “Company”), CABELA’S CATALOG, INC., a Nebraska corporation
(“Catalog”), CABELA’S RETAIL, INC., a Nebraska corporation
(“Retail”), CABELA’S OUTDOOR ADVENTURES,
INC., a Nebraska corporation
(“Adventures”), CABELAS.COM,
INC., a Nebraska corporation
(“Cabelas.com”), CABELA’S WHOLESALE, INC., a Nebraska corporation
(“Wholesale”), CABELA’S VENTURES, INC., a Nebraska corporation
(“Ventures”), WILD WINGS,
LLC, a Minnesota limited liability
company (“Wild Wings”), CABELA’S LODGING, LLC,
a Nebraska limited liability company (“Lodging”), VAN
DYKE SUPPLY COMPANY, INC., a South Dakota corporation
(“Van Dyke”), CABELA’S MARKETING AND BRAND MANAGEMENT, INC., a
Nebraska corporation (“Marketing”), CABELA’S RETAIL
LA, LLC,
a Nebraska limited liability company (“Retail LA”), CABELA’S TROPHY
PROPERTIES, LLC,
a Nebraska limited liability company (“Trophy”), (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”), and (xviii) Cabela’s Retail MO, LLC, a Nebraska
limited liability company (“Retail MO”, and, together with the Company, Catalog, Retail,
Adventures, Cabelas.com, Wholesale, Ventures, Wild Wings, Lodging, Van Dyke,
Marketing, Retail LA, Trophy, Creations, Retail TX, Retail GP, Legacy and CRLP
are individually referred to as an “Obligor” and collectively as the “Obligors”) [Add
any additional Obligors] and the
institutional investors named on Schedule A attached hereto (the “Purchasers”).

     

    

    
    



         Reference is hereby made to the Note Purchase
Agreements dated as of February 27, 2006 (the “Note Purchase Agreements”) among the Obligors and the purchasers listed on
Schedule A thereto. All capitalized terms not otherwise defined herein shall
have the same meaning as specified in the Note Purchase Agreement. Reference is
further made to Section 4.13 of the Note Purchase Agreement which requires that,
prior to the delivery of any Additional Notes, the Obligors and each Additional
Purchaser shall execute and deliver a Supplement. 

     

         Each Obligor hereby
jointly and severally agrees with the Purchaser(s) as follows: 

     

         1. Each Obligor has authorized the issue and sale of
$__________aggregate principal amount of its _____% Series ___ Senior Notes due
_________, ____ (the “Series ___ Notes”). The Series ___ Notes, together with the Series
2006-A Notes initially issued pursuant to the Note Purchase Agreement and each
series of Additional Notes which may from time to time hereafter be issued
pursuant to the provisions of Section 2.2 of the Note Purchase Agreement, are
collectively referred to as the “Notes”
(such term shall also include any such notes issued in substitution therefor
pursuant to Section 13 of the Note Purchase Agreement). The Series ___ Notes
shall be substantially in the form set out in Exhibit 1 hereto with such changes
therefrom, if any, as may be approved by the Purchaser(s) and the
Obligors.

     

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

     

         3. The sale and purchase of the Series __ Notes to be
purchased by each Purchaser shall occur at the offices of Chapman and Cutler
LLP, 111 West Monroe Street, Chicago, Illinois 60603, at 10:00 A.M. Chicago time, at a closing
(the “Closing”) on ______, ____ or on such other Business Day
thereafter on or prior to _______, ____ as may be agreed upon by the Company and
the Purchasers. At the Closing, the Obligors will deliver to each Purchaser the
Series __ Notes to be purchased by such
Purchaser in the form of a single Series __ Note (or such greater number of
Series __ Notes in denominations of at least $100,000 as such Purchaser may
request) dated the date of the Closing and registered in such Purchaser’s name
(or in the name of such Purchaser’s nominee), against delivery by such Purchaser
to the Obligors or their order of immediately available funds in the amount of
the purchase price therefor by wire transfer of immediately available funds for
the account of the Company to account number [_______________________] at
____________Bank, [Insert Bank address, ABA number for wire transfers,
and any other relevant wire transfer information]. If, at the Closing, the Obligors shall fail to
tender such Series __ Notes to any Purchaser as provided above in this Section
3, or any of the conditions specified in Section 4 shall not have been fulfilled
to any Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s
election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights such Purchaser may have by reason of such failure or
such nonfulfillment.

     

    -2- 

     

    

    
    



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

     

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

     

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

     

         5. [Here insert special provisions for Series __
Notes including prepayment provisions applicable to Series __ Notes (including
Make-Whole Amount) and closing conditions applicable to Series ___ Notes].


     

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

     

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

     

    -3- 

     

    

    
    



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

     

    
    

     

    
      	
            	CABELA’S INCORPORATED
	
            	
            	 
	
            	
            	 
	
            	By	   
	
            	
            	Name:
	
            	 	Title:
	
            	 
	
            	 
	
            	CABELA’S CATALOG, INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	 
	
            	 
	
            	CABELA’S RETAIL, INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	  
	
            	CABELA’S OUTDOOR ADVENTURES,
      INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	 
	
            	CABELAS.COM, INC.
	
            	 
	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:


    

    
-4-


     

    
      

    

    
    



    
      	
            	CABELA’S WHOLESALE,
      INC.
	
            	
            	 
	
            	
            	 
	
            	By	   
	
            	
            	Name:
	
            	 	Title:
	
            	 
	
            	 
	
            	CABELA’S VENTURES,
      INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	 
	
            	 
	
            	WILD
      WINGS, LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	  
	
            	CABELA’S LODGING,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	 
	
            	VAN DYKE SUPPLY COMPANY,
      INC.
	
            	 
	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:


    


    -5- 

     

    

    
    



    
      	
            	CABELA’S MARKETING AND BRAND
	
            	    
      MANAGEMENT, INC.
	
            	
            	 
	
            	
            	 
	
            	By	   
	
            	
            	Name:
	
            	 	Title:
	
            	 
	
            	 
	
            	CABELA’S RETAIL LA,
LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	 
	
            	 
	
            	CABELA’S TROPHY PROPERTIES,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	  
	
            	ORIGINAL CREATIONS,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	 
	
            	CABELA’S RETAIL TX,
      L.P.
	
            	
            	 
	
            	
            	 
	
            	By	 
	
            	
            	Name:
	
            	
            	Title:


    


    -6- 

     

    

    
    



    
      	
            	CABELA’S RETAIL GP,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	   
	
            	
            	Name:
	
            	 	Title:
	
            	 
	
            	 
	
            	LEGACY TRADING COMPANY
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	 
	
            	 
	
            	CRLP,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	  
	
            	CABELA’S RETAIL MO,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	 
	
            	[ADD SIGNATURE BLOCKS FOR
      ANY
	
            	       ADDITIONAL OBLIGORS]
	
            	
            	 
	Accepted as of __________, ____	
            	 
	
            	
            	 
	
            	[VARIATION]
	
            	
            	 
	
            	By	 
	
            	
            	Title:


    


    -7- 

     

    

    
    



    INFORMATION RELATING TO PURCHASERS


     

    
      	  	PRINCIPAL AMOUNT
	        
      NAME AND ADDRESS	OF SERIES ____ NOTES
	                
      OF PURCHASER	TO BE PURCHASED
	 	
            
	[NAME OF PURCHASER]	$


    


    
      	(1)	      	All payments by wire
      transfer of
	
            	
            	immediately available funds to:
	 
	 
	 
	 	
            	with sufficient
      information to identify the
	
            	
            	source and application of such funds.
	  
	(2)	
            	All notices of payments
      and written
	
            	
            	confirmations of such wire transfers:
	 
	 
	 
	(3)	
            	All other
      communications: 


    

     

    SCHEDULE A 
(to
Supplement) 

     

    

    
    



    SUPPLEMENTAL REPRESENTATIONS


     

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

     

        
Section 5.3.
Disclosure. The Obligors, through
their agents, __________________, have delivered to each Purchaser a copy of a
Confidential Direct Placement Memorandum dated ______________ (the“Memorandum”), relating to the transactions contemplated by the
______ Supplement. The Note Purchase Agreement, the Memorandum, the documents,
certificates or other writings delivered to each Purchaser by or on behalf of
the Obligors in connection with the transactions contemplated by the Note
Purchase Agreement and the _______ Supplement and the financial statements
listed in Schedule 5.5 to the _____ Supplement, taken as a whole, do not contain
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading in light of the
circumstances under which they were made. Since ____________, there has been no
change in the financial condition, operations, business, properties or prospects
of the Obligors or any Subsidiary except changes that individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect.


     

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

     

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

     

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

     

    EXHIBIT A 
(to
Supplement) 

     

    

    
    



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

     

    [Add any additional Sections
as appropriate at the time the Series ___ Notes are issued] 

     

    A-2
(to Supplement) 

     

    

    
    



    [FORM OF NOTE] 

     

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


     

    [ADD NAMES
OF ANY ADDITIONAL OBLIGORS] 

     

    [_____]% SENIOR NOTE, SERIES [___] DUE
[_____] 

     

    
      	No.
      R[__]– [_____]	[Date]
	$[____________]	PPN[____________]


    


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

     

    EXHIBIT 1 
(to
Supplement) 

     

    

    
    



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

     

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

     

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

     

         [The Obligors will make required prepayments of
principal on the dates and in the amounts specified in the Supplement. This Note
is also subject to [optional] prepayment, in whole or from time to time in part,
at the times and on the terms specified in the Supplement, but not otherwise].
[This Note is not subject to prepayment]. 

     

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

     

    E-1-2
(to Supplement)


     

    

    
    



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

     

    
    

     

    
      	
            	CABELA’S INCORPORATED
	
            	
            	 
	
            	
            	 
	
            	By	   
	
            	
            	Name:
	
            	 	Title:
	
            	 
	
            	 
	
            	CABELA’S CATALOG, INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	 
	
            	 
	
            	CABELA’S RETAIL, INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	  
	
            	CABELA’S OUTDOOR ADVENTURES,
      INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:


    

     

    E-1-3
(to Supplement)


     

    

    
    



    
      	
            	CABELAS.COM, INC.
	
            	
            	 
	
            	
            	 
	
            	By	   
	
            	
            	Name:
	
            	 	Title:
	
            	 
	
            	 
	
            	CABELA’S WHOLESALE, INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	 
	
            	 
	
            	CABELA’S VENTURES, INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	  
	
            	WILD WINGS,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	 
	
            	CABELA’S LODGING, LLC
	
            	
            	 
	
            	
            	 
	
            	By	 
	
            	
            	Name:
	
            	
            	Title:


    


    E-1-4
(to Supplement)


     

    

    
    



    
      	
            	VAN
      DYKE SUPPLY COMPANY, INC.
	
            	
            	 
	
            	
            	 
	
            	By	   
	
            	
            	Name:
	
            	 	Title:
	
            	 
	
            	 
	
            	CABELA’S MARKETING AND BRAND
	
            	       MANAGEMENT, INC.
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	 
	
            	 
	
            	CABELA’S RETAIL LA,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	  
	
            	CABELA’S TROPHY PROPERTIES,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	 
	
            	ORIGINAL CREATIONS,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	 
	
            	
            	Name:
	
            	
            	Title:


    


    E-1-5
(to Supplement)


     

    

    
    



    
      	
            	CABELA’S RETAIL TX,
      L.P.
	
            	
            	 
	
            	
            	 
	
            	By	   
	
            	
            	Name:
	
            	 	Title:
	
            	 
	
            	 
	
            	CABELA’S RETAIL GP,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	 
	
            	LEGACY TRADING COMPANY
	
            	
            	 
	
            	
            	 
	
            	By	 
	
            	
            	Name:
	
            	
            	Title:
	
            	 
	
            	
            
	
            	CRLP,
      LLC 
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	
            	  
	
            	CABELA’S RETAIL MO,
      LLC
	
            	
            	 
	
            	
            	 
	
            	By	  
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	 
	
            	[ADD
      SIGNATURE BLOCK FOR ANY ADDITIONAL
	
            	       OBLIGORS]


    


    E-1-6
(to Supplement)