exhibit4-7.htm


    
      Exhibit 4.7

    

     

    EXECUTION COPY 

     

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

               

              FIRST SUPPLEMENT TO NOTE PURCHASE AGREEMENT 

               

              Dated as of June 15,
      2007 

               

              Re: $60,000,000 6.08%
      SERIES 2007-A SENIOR NOTES 
DUE JUNE 15, 2017
  
 

               

            


    

     

    
      

    

    
    


    CABELA’S
INCORPORATED 
CABELA’S
CATALOG, INC. 
CABELA’S RETAIL, INC. 
CABELA’S OUTDOOR ADVENTURES,
INC. 
CABELAS.COM, INC. 
CABELA’S WHOLESALE, INC. 
CABELA’S
VENTURES, INC. 
WILD
WINGS, LLC

CABELA’S
LODGING, LLC

VAN DYKE
SUPPLY COMPANY,
INC. 
CABELA’S MARKETING AND BRAND MANAGEMENT, INC. 
CABELA’S
RETAIL LA, LLC

CABELA’S
TROPHY PROPERTIES,
LLC 
ORIGINAL CREATIONS, LLC

CABELA’S
RETAIL TX, L.P.

CABELA’S
RETAIL GP, LLC

LEGACY TRADING COMPANY

CRLP, LLC

CABELA’S
RETAIL MO, LLC

CABELA’S
RETAIL IL, INC. 

     

    Dated as of 
June 15, 2007


     

    To the Purchaser(s) named in

Schedule A hereto

     

    Ladies and Gentlemen:


     

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

     

    

    
    


    
      	Cabela’s Incorporated	First
      Supplement to Note Purchase Agreement


    


         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: 

     

         Section 1. Each Obligor has authorized the issue and sale of
$60,000,000 aggregate principal amount of its 6.08% Series 2007-A Senior Notes
due June 15, 2017 (the “Series 2007-A Notes”). The Series 2007-A 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 2007-A Notes
shall be substantially in the form set out in Exhibit 1 hereto with such changes
therefrom, if any, as may be approved by the Purchaser(s) and the
Obligors.

     

         Section 2. Subject to the terms and conditions hereof and as
set forth in the Note Purchase Agreement and on the basis of the representations
and warranties hereinafter set forth, the Obligors agree to issue and sell to
each Purchaser, and each Purchaser agrees to purchase from the Obligors, Series
2007-A Notes in the principal amount set forth opposite such Purchaser’s name on
Schedule A hereto at a price of 100% of the principal amount thereof on the
closing date hereafter mentioned. 

     

         Section 3. The sale and purchase of the Series 2007-A Notes to
be purchased by each Purchaser shall occur at the offices of Chapman and Cutler
LLP, 111 West Monroe Street, Chicago, Illinois 60603, at 10:00 A.M. Chicago time, at a closing
(the “Closing”) on June 15, 2007 or on such other Business Day
thereafter on or prior to June 18, 2007 as may be agreed upon by the Company and
the Purchasers. At the Closing, the Obligors will deliver to each Purchaser the
Series 2007-A Notes to be purchased by such Purchaser in the form of a single
Series 2007-A Note (or such greater number of Series 2007-A Notes in
denominations of at least $100,000 as such
Purchaser may request) dated the date of the Closing and registered in such
Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery
by such Purchaser to the Obligors or their order of immediately available funds
in the amount of the purchase price therefor by wire transfer of immediately
available funds for the account of the Company to account number 149401303867 at
US Bank, 233 South 13th Street, Lincoln, Nebraska 68508, ABA No. 104000029,
Swift Code: USBKUS441MT, Account Name: Cabela’s Inc. If, at the Closing, the
Obligors shall fail to tender such Series 2007-A Notes to any Purchaser as
provided above in this Section 3, or any of the conditions specified in Section
4 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser
shall, at such Purchaser’s election, be relieved of all further obligations
under this Agreement, without thereby waiving any rights such Purchaser may have
by reason of such failure or such nonfulfillment. 

     

    -2- 

     

    

    
    


    
      	Cabela’s Incorporated	First
      Supplement to Note Purchase Agreement


    


         Section
4. The obligation of each
Purchaser to purchase and pay for the Series 2007-A Notes to be sold to such
Purchaser at the Closing is subject to the fulfillment to such Purchaser’s
satisfaction, prior to the Closing, of the conditions set forth in Section 4 of
the Note Purchase Agreement with respect to the Series 2007-A Notes to be
purchased at the Closing, and to the following additional conditions:


     

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

     

         (b)
Contemporaneously with the Closing, the Obligors shall sell to each Purchaser,
and each Purchaser shall purchase, the Series 2007-A Notes to be purchased by
such Purchaser at the Closing as specified in Schedule A.

     

         Section 5.
Maturity. As provided therein,
the entire unpaid principal balance of the Series 2007-A Notes shall be due and
payable on the stated maturity date thereof. 

     

         Section 6. Optional
Prepayments with Make-Whole Amount. The Obligors may, at their option, upon notice as
provided below, prepay at any time all, or from time to time any part of, the
Series 2007-A Notes, in an amount not less than 5% of the aggregate principal
amount of the Series 2007-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 2007-A Notes written notice of each
optional prepayment under this Section 6 not less than 30 days and not more than
60 days prior to the date fixed for such prepayment. Each such notice shall
specify such date (which shall be a Business Day), the aggregate principal
amount of the Series 2007-A Notes to be prepaid on such date, the principal
amount of each Series 2007-A Note held by such holder to be prepaid (determined
in accordance with Section 7 of this First Supplement), and the interest to be
paid on the prepayment date with respect to such principal amount being prepaid,
and shall be accompanied by a certificate of a Senior Financial Officer as to
the estimated Make-Whole Amount due in connection with such prepayment
(calculated as if the date of such notice were the date of the prepayment), setting forth the
details of such computation. Two Business Days prior to such prepayment, the
Company shall deliver to each holder of Series 2007-A Notes a certificate of a
Senior Financial Officer specifying the calculation of such Make-Whole Amount as
of the specified prepayment date. 

     

    -3- 

     

    

    
    


    
      	Cabela’s Incorporated	First
      Supplement to Note Purchase Agreement


    


         Section 7. Allocation of
Partial Prepayments for Series 2007-A Notes. In the case of each partial prepayment of the
Series 2007-A Notes pursuant to Section 6 of this First Supplement, the
principal amount of the Series 2007-A Notes to be prepaid shall be allocated
among all of the Series 2007-A Notes at the time outstanding in proportion, as
nearly as practicable, to the respective unpaid principal amounts thereof.


     

         Section 8. Maturity;
Surrender, etc. In the case of
each prepayment of Series 2007-A Notes pursuant to Section 6 of this First
Supplement the principal amount of each Series 2007-A Note to be prepaid shall
mature and become due and payable on the date fixed for such prepayment (which
shall be a Business Day), together with interest on such principal amount
accrued to such date and the applicable Make-Whole Amount, if any. From and
after such date, unless the Obligors shall fail to pay such principal amount
when so due and payable, together with the interest and Make-Whole Amount, if
any, as aforesaid, interest on such principal amount shall cease to accrue. Any
Series 2007-A Note paid or prepaid in full shall be surrendered to the Obligors
and cancelled and shall not be reissued, and no Series 2007-A Note shall be
issued in lieu of any prepaid principal amount of any Series 2007-A Note.


     

         Section 9. Purchase of
Series 2007-A Notes. The Obligors
will not and will not permit any Affiliate to purchase, redeem, prepay or
otherwise acquire, directly or indirectly, any of the outstanding Series 2007-A
Notes except upon the payment or prepayment of the Series 2007-A Notes in
accordance with the terms of the Note Purchase Agreement and the Series 2007-A
Notes. The Obligors will promptly cancel all Series 2007-A Notes acquired by
them or any Affiliate pursuant to any payment, prepayment or purchase of Series
2007-A Notes pursuant to any provision of the Note Purchase Agreement and no
Series 2007-A Notes may be issued in substitution or exchange for any such
Series 2007-A Notes. 

     

         Section 10. Make-Whole
Amount. The term “Make-Whole Amount” means, with respect to any Series 2007-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 2007-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 2007-A Note, the
principal of such Series 2007-A Note that is to be prepaid pursuant to Section 6
of this First Supplement or has become or is declared to be immediately due and
payable pursuant to Section 12.1 of the Note Purchase Agreement, as the context
requires. 

     

         “Discounted Value” means, with respect to the Called Principal of any
Series 2007-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 2007-A Notes is payable) equal to the Reinvestment Yield with
respect to such Called Principal. 

     

    -4- 

     

    

    
    


    
      	Cabela’s Incorporated	First
      Supplement to Note Purchase Agreement


    


         “Reinvestment Yield” means, with respect to the Called Principal of any
Series 2007-A Note, .50% over the yield to maturity implied by (i) the yields
reported, as of 10:00 A.M. (New York City time) on the second Business Day
preceding the Settlement Date with respect to such Called Principal, on the
display designated as “Page PX1” (or such other display as may replace Page PX1)
on Bloomberg Financial Markets for the most recently issued actively traded on
the run U.S. Treasury securities having a maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date, or (ii) if
such yields are not reported as of such time or the yields reported as of such
time are not ascertainable (including by way of interpolation), the Treasury
Constant Maturity Series Yields reported, for the latest day for which such
yields have been so reported as of the second Business Day preceding the
Settlement Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (or any comparable successor publication) for U.S.
Treasury securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date. In the case of
determination under clause (i) or clause (ii), as the case may be, of the
preceding paragraph, such implied yield will be determined, if necessary, by (a)
converting U.S. Treasury bill quotations to bond-equivalent yields in accordance
with accepted financial practice and (b) interpolating linearly between (1) the
U.S. Treasury security with the maturity closest to and greater than such
Remaining Average Life and (2) the U.S. Treasury security with the maturity
closest to and less than such Remaining Average Life. The Reinvestment Yield
shall be rounded to the number of decimal places as appears in the interest rate
of the applicable Series 2007-A Note. 

     

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

     

         “Remaining Scheduled Payments” means, with respect to the Called Principal of any
Series 2007-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 2007-A Notes,
then the amount of the next succeeding scheduled interest payment will be
reduced by the amount of interest accrued to such Settlement Date and required
to be paid on such Settlement Date pursuant to Section 6 of this First
Supplement or Section 12.1 of the Note Purchase Agreement. 

     

    -5- 

     

    

    
    


    
      	Cabela’s Incorporated	First
      Supplement to Note Purchase Agreement


    


         “Settlement Date” means, with respect to the Called Principal of any
Series 2007-A Note, the date on which such Called Principal is to be prepaid
pursuant to Section 6 of this First Supplement or has become or is declared to
be immediately due and payable pursuant to Section 12.1 of the Note Purchase
Agreement, as the context requires. 

     

         Section 11. Each Purchaser represents and warrants that the
representations and warranties set forth in Section 6 of the Note Purchase
Agreement are true and correct on the date hereof with respect to the purchase
of the Series 2007-A Notes by such Purchaser. 

     

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

     

    -6- 

     

    

    
    


    
      	Cabela’s Incorporated	First
      Supplement to Note Purchase Agreement


    


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

     

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


    


    -7- 

     

    

    
    


    
      	Cabela’s Incorporated	First
      Supplement to Note Purchase Agreement


    


    Accepted as of June 15, 2007


     

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


    


    -8- 

     

    

    
    


    INFORMATION RELATING TO PURCHASERS


     

    
      	
            	PRINCIPAL AMOUNT OF
	
            	SERIES 2007-A NOTES
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	  	 
	METROPOLITAN LIFE INSURANCE COMPANY	$45,000,000
	1
      MetLife Plaza	
            
	27-01
      Queens Plaza North	
            
	Long
      Island City, New York 11101	  


    


    Payments 

     

    All scheduled payments of
principal and interest by wire transfer of immediately available funds to:


     

    JP Morgan Chase Bank 
ABA #021-000-021

Account Number: 002-2-410591

Account Name: Metropolitan Life
Insurance Company 
Reference: 6.08%
Series 2007-A Senior Notes, Due June 15, 2017 

     

    With sufficient information to identify the source
and application of such funds, including issuer, PPN#12681# AB 3, interest rate,
maturity and whether payment is of principal, interest, make whole amount or
otherwise. 

     

    For all payments other than scheduled payments of
principal and interest, the Company shall seek instructions from the holder, and
in the absence of instructions to the contrary, will make such payments to the
account and in the manner set forth above. 

     

    Notices 

     

    All notices and
communications: 

     

    Metropolitan Life Insurance Company 
Investments,
Private Placements 
P. O. Box 1902 
10 Park Avenue 
Morristown, New
Jersey 07962-1902 
Attention: Director 
Fax Number: (973) 355-4250


     

    SCHEDULE A 
(to
First Supplement) 

     

    

    
    


    With a copy (OTHER than with
respect to deliveries of financial statements) to: 

     

    Metropolitan Life Insurance Company 
P. O. Box
1902 
10 Park Avenue 
Morristown, New Jersey 07962-1902 
Attention: Chief Counsel - Securities Investments
(PRIV) 
Fax Number: (973) 355-4338 

     

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

     

    Taxpayer I.D. Number:
13-5581829 

     

    A-2 

     

    

    
    


    
      	
            	PRINCIPAL AMOUNT OF
	
            	SERIES 2007-A NOTES
	NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
	  	 
	METROPOLITAN TOWER LIFE INSURANCE COMPANY	$15,000,000
	1
      MetLife Plaza	
            
	27-01
      Queens Plaza North	
            
	Long
      Island City, New York 11101	  


    


    Payments 

     

    All scheduled payments of
principal and interest by wire transfer of immediately available funds to:


     

    JP Morgan Chase Bank 
ABA #021-000-021

Account Number: 002-2-403778

Account Name: Metropolitan Tower
Life Insurance Company 
Reference: 6.08% Series 2007-A Senior Notes, Due June
15, 2017 

     

    With sufficient information to identify the source
and application of such funds, including issuer, PPN#12681# AB 3, interest rate,
maturity and whether payment is of principal, interest, make whole amount or
otherwise. 

     

    For all payments other than scheduled payments of
principal and interest, the Company shall seek instructions from the holder, and
in the absence of instructions to the contrary, will make such payments to the
account and in the manner set forth above. 

     

    Notices 

     

    All notices and
communications: 

     

    Metropolitan Tower Life Insurance Company

Investments, Private Placements 
P. O. Box 1902 
10 Park Avenue

Morristown, New Jersey 07962-1902 
Attention: Director 
Fax Number:
(973) 355-4250 

     

    A-3 

     

    

    
    


    With a copy (OTHER than with
respect to deliveries of financial statements) to: 

     

    Metropolitan Life Insurance Company 
P. O. Box
1902 
10 Park Avenue 
Morristown, New Jersey 07962-1902 
Attention: Chief Counsel - Securities Investments
(PRIV) 
Fax Number: (973) 355-4338 

     

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

     

    Taxpayer I.D. Number:
13-3114906 

     

    A-4 

     

    

    
    


    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 2007-A Notes with the
same force and effect as if each reference to “Series 2006-A Notes” set forth
therein was modified to refer the “Series 2007-A Notes” and each reference to
“this Agreement” therein was modified to refer to the Note Purchase Agreement as
supplemented by the First Supplement. The Section references hereinafter set
forth correspond to the similar sections of the Note Purchase Agreement which
are supplemented hereby: 

     

        
Section 5.3.
Disclosure. The Obligors, through
their agent, SPP Capital Partners, LLC, have delivered to each Purchaser a copy
of a Confidential Direct Placement Memorandum dated December 2005 (the
“Memorandum”) relating to the 2006 Note Purchase Transaction, and
provided supplemental information and documentation pursuant to Purchaser’s due
diligence review specifically relating to the transactions contemplated by the
First 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 First Supplement and the financial statements listed
in Schedule 5.5 to the First 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 March 31, 2007, there has been no change in
the financial condition, operations, business, properties or prospects of the
Obligors or any Subsidiary except changes that individually or in the aggregate
could not reasonably be expected to have a Material Adverse Effect.


     

        
Section 5.4. Organization and
Ownership of Shares of Subsidiaries. (a) Schedule 5.4 to the First 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 2007-A Notes
or any similar securities for sale to, or solicited any offer to buy any of the
same from, or otherwise approached or negotiated in respect thereof with, any
Person other than the Purchasers, each of which has been offered the Series
2007-A Notes at a private sale for investment. Neither the Obligors nor anyone
acting on its behalf has taken, or will take, any action that would subject the
issuance or sale of the Notes to the registration requirements of Section 5 of
the Securities Act. 

     

    EXHIBIT A 
(to
First Supplement) 

     

    

    
    


        
Section 5.14. Use of Proceeds;
Margin Regulations. The Obligors
will apply the proceeds of the sale of the Series 2007-A Notes for retail
expansion and for general corporate or limited liability company purposes. No
part of the proceeds from the sale of the Series 2007-A Notes pursuant to the
First Supplement will be used, directly or indirectly, for the purpose of buying
or carrying any margin stock within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System (12 CFR 222), or for the purpose of
buying or carrying or trading in any securities under such circumstances
as to involve the Obligors in a violation of Regulation X of said Board (12 CFR
224) or to involve any broker or dealer in a violation of Regulation T of said
Board (12 CFR 220). As used in this Section, the terms “margin stock” and
“purpose of buying or carrying” shall have the meanings assigned to them in said
Regulation U. 

     

        
Section 5.15. Existing Debt;
Future Liens. (a) Schedule 5.15
to the First Supplement sets forth a complete and correct list of all
outstanding Debt of the Obligors and the Subsidiaries as of December 30, 2006,
since which date there has been no Material change in the amounts (except for
the outstanding amounts owed to the Banks under the Credit Agreement, described
in Schedule 5.15), interest rates, sinking funds, installment payments or
maturities of the Debt of the Obligors or the Subsidiaries. No Obligor nor any
Subsidiary is in default and no waiver of default is currently in effect, in the
payment of any principal or interest on any Debt of any Obligor or such
Subsidiary and no event or condition exists with respect to any Debt of any
Obligor or any Subsidiary that would permit (or that with notice or the lapse of
time, or both, would permit) one or more Persons to cause such Debt to become
due and payable before its stated maturity or before its regularly scheduled
dates of payment. 

     

    A-2 
(to First Supplement)


     

    

    
    


    SUBSIDIARIES AND AFFILIATES OF EACH OBLIGOR AND

OWNERSHIP OF SUBSIDIARY AND AFFILIATE STOCK 

     

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

     

    
      	
            	JURISDICTION OF	NO. OF SHARES HELD BY
	SUBSIDIARY	ORGANIZATION	CABELA’S INCORPORATED
	     A. Cabela’s Retail, Inc.	Nebraska	
            	10,000	
            
	 	
            	
            	
            	
            
	     B. Van Dyke Supply
      Company, Inc.	South Dakota	
            	1,000	
            
	 	
            	
            	
            	
            
	     C. Cabela’s Ventures, Inc.	Nebraska	
            	10,000	 
	 	
            	
            	
            	
            
	     D. Cabela’s Outdoor Adventures, Inc.	Nebraska	
            	10,000	
            
	 	
            	
            	
            	
            
	     E. Cabela’s Catalog, Inc.	Nebraska	
            	10,000	
            
	 	
            	
            	
            	
            
	     F. Cabela’s Wholesale, Inc.	Nebraska	
            	10,000	
            
	 	
            	
            	
            	
            
	     G. Cabela’s Marketing and
      Brand
         
      Management, Inc.	Nebraska	
            	10,000	
            
	 	
            	
            	
            	
            
	     H. Cabelas.com, Inc.	Nebraska	
            	10,000	
            
	 	
            	
            	
            	
            
	     I. Cabela’s Hong Kong, Limited	Hong Kong SAR	
            	10,000	
            
	 	
            	
            	
            	
            
	     J. Cabela’s Retail Canada Inc.	Nova Scotia	
            	1	
            
	 	
            	
            	
            	
            
	     K. World’s Foremost Bank*	Nebraska Chartered	
            	20,550	
            
	
            	Bank	
            	  	
            


    


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

     

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


    


    SCHEDULE 5.4 
(to
First Supplement) 

     

    

    
    


    
      	     D. Cabela’s Retail LA, LLC	Nebraska	100% of
      Units
	 	
            	
            
	     E.
      Cabela’s Retail MO, LLC	Nebraska	100% of
      Units
	 	
            	
            
	     F.
      Cabela’s Retail IL, Inc.	Illinois	10,000
	 	
            
	III. Subsidiary which is 100% owned
      by Cabela’s Ventures, Inc.:	
            
	 	
            	
            
	     A. Cabela’s Lodging, LLC	Nebraska	100% of
      Units
	 	
            
	IV. Subsidiary which is 100% owned
      by 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


    


    5.4-2 

     

    

    
    


    
      	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
	 	
            	
            
	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	
            
	Tom
      Rosdail	Vice
      President	
            
	Doug
      Zingula	Vice
      President	
            
	Reed
      Gilmore	Secretary	
            
	Brent
      LaSure	Assistant Secretary	
            
	 
	CABELA’S CATALOG, INC.	
            	
            
	Officers	
            	Directors 
	Dennis
      Highby	President	Dennis
      Highby
	Patrick
      A. Snyder	Vice
      President	Patrick
      A. Snyder
	Ron
      Spath	Vice
      President	Ron
      Spath
	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
	Ralph
      W. Castner	Secretary and Treasurer	  


    


    5.4-3 

     

    

    
    


    
      	CABELA’S MARKETING AND BRAND MANAGEMENT, 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	Vice
      President, Secretary and	Ralph
      W. Castner
	
            	Treasurer	
            
	 
	CABELA’S OUTDOOR ADVENTURES, INC.	
            
	Officers	
            	Directors 
	Dennis
      Highby	President	Dennis
      Highby
	Michael
      Callahan	Senior
      Vice President	Michael
      Callahan
	Gregg
      Severinson	Vice
      President	Gregg
      Severinson
	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


    


    5.4-4 

     

    

    
    


    
      	VAN DYKE SUPPLY COMPANY, INC.	
            
	Officers	
            	Directors 
	Kim
      Norton	President	Dennis
      Highby
	Dennis
      Highby	Vice
      President	Ralph
      W. Castner
	Mike
      Wieser	Vice
      President	Kim
      Norton
	Fred
      Neal	Vice
      President	Mike
      Wieser
	Ryan
      Watchorn	Vice
      President	Fred
      Neal
	Gregg
      Severinson	Vice
      President	Ryan
      Watchorn
	Jeff
      Jung	Secretary and Treasurer	
            
	 
	 
	CABELA’S LODGING, LLC	
            	
            
	Officers	
            	Governors (Board of
  Governors)
	Michael
      Callahan	President and Manager	Michael
      Callahan
	Dennis
      Highby	Vice
      President and Manager	Dennis
      Highby
	Kevin
      Rhodes	Vice
      President and Manager	Kevin
      Rhodes
	Ralph
      W. Castner	Secretary and Treasurer	
            
	 
	CABELA’S RETAIL GP, LLC	
            
	Officers	
            	Managers (Management
	 	
            	Committee) 
	Dennis
      Highby	President	Dennis
      Highby
	Michael
      Callahan	Senior
      Vice President	Michael
      Callahan
	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,	CRLP,
      LLC	
            
	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


    


    5.4-5 

     

    

    
    


    
      	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
	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 
	Ralph
      W. Castner	Chairman of the Board	James
      W. Cabela
	Joe
      Friebe	Chief
      Executive Officer	Dennis
      Highby
	Thomas
      M. Boatman	President, COO, and Secretary	Thomas
      M. Boatman
	Kevin
      Werts	CFO,
      CMO, and Treasurer	Ralph
      W. Castner
	Sue
      Saathoff	Vice
      President	Michael
      R. McCarthy
	Sherry
      Hartwig	Vice
      President	Orrin
      A. Wilson
	Michael
      Holzfaster	Vice
      President	Joe
      Friebe
	Scott
      Wanetka	Vice
      President	Theodore M. Armstrong
	Cindy
      Fulton-Serrano	Vice
      President	Greg
      Stine


    


    5.4-6 

     

    

    
    


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


    


    5.4-7 

     

    

    
    


    
      	FINANCIALS
	 
	1.
      10-Q filed on November 3, 2006 for the Third
      Quarter of 2006.
	
            
	2.
      10-Q filed on August 10, 2006 for the Second
      Quarter of 2006.
	
            
	3.
      10-Q filed on May 5, 2006 for the First Quarter
      of 2006.
	
            
	4.
      10-K filed on March 1, 2006 for Calendar Year
      2005.


    


    SCHEDULE 5.5 
(to
First Supplement) 

     

    

    
    


    EXISTING DEBT 

     

         A.
Financing Statements


     

    DEBTOR:
CABELA’S
INCORPORATED 

     

    
      	Jurisdiction	Indices	Filing
      Date	File
    No.	Secured
      Party	Collateral/Comments
	 	
            	
            	
            	
            	
            
	DELAWARE	
            	
            	
            	
            	
            
	 	
            	
            	
            	
            	
            
	Secretary of State
through
4/13/2007
 	UCC	8/30/2004	4244327 5	Lessor:
      Citicorp Leasing, Inc.	1 – new factory CAT model #
      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
Finance Corporation	Al inventory, 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
Services, L.P.	All computer equipment
      & peripherals referenced in that certain Extended Terms Payment Agmt
      #4176513-002 dtd Jan. 19, 2005
	
            	
            	
            	
            	
            	  
	
            	UCC	1/29/2007	703161849	Lessor: Dell
      Financial
Services, L.P.	All computer equipment
      & peripherals referenced in that certain Extended Terms Payment
      Agreement
 
	NEBRASKA	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	 
	Secretary of
      State
through
4/13/2007	UCC	2/9/1998	9998758901	
              Lessor:
      Colorado National
Leasing, Inc.

               

              Lessor changed to US Bancorp
Equipment Finance
      2/5/2003


               

            	All equipment, machinery
      furniture and fixtures leased from Colorado
National
      Leasing

Continued 2/5/2003
	
            	UCC	9/28/1998	9998783350	
              Lessor: U.S.
      Bancorp Leasing
& Financial

               

              Lessor changed to US
      Bancorp
Equipment Finance 8/7/2003

               

            	Computer equipment and
      proceeds of collateral.
Contract No.
      0002916-001

              Continued 8/7/2003

               

            


    


    SCHEDULE 5.15 
(to First Supplement)


     

    

    
    


    
      	 	UCC	1/17/2002	9902189600-9	Deutsche Financial Services	Blanket UCC
	
            	
            	
            	
            	Corporation	
            
	
            	
            	
            	
            	
            	Continued
      8/2/2006
	
            	
            	
            	
            	Secured Party amended
      to GE	
            
	
            	
            	
            	
            	Commercial
      Distribution	
            
	 	 	 	 	Finance Corp 1/17/2002	
            
	
            	
            	
            	
            	 	
            
	
            	UCC	12/12/2002	9902248171-0	U.S. Bancorp Oliver
      Allen	Computer equipment
      leased by Secured Party
	
            	
            	
            	
            	Technology
      Leasing	
            
	
            	
            	
            	
            	
            	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 equipment
      leased by Secured Party
	
            	
            	
            	
            	Technology
      Leasing	 
	
            	
            	
            	
            	
            	Amended 8/27/2003 to
      fully describe leased equipment
	
            	
            	
            	
            	
            	 
	
            	UCC	10/16/2003	9903299502-6	U.S. Bancorp Oliver
      Allen	Computer equipment
      leased by Secured Party
	
            	
            	
            	
            	Technology
      Leasing	
            
	
            	
            	
            	
            	
            	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 equipment
      leased by Secured Party
	
            	
            	
            	
            	Technology
      Leasing	
            
	
            	
            	
            	
            	
            	 
	
            	UCC	3/9/2004	9904322334-1	RDO Material
      Handling	Hyster H50XM
      Forklift
	
            	
            	
            	
            	
            	 
	
            	UCC	9/2/2004	9904348852-9	Delphi Automotive
      Systems	Inventory sold to
      Debtor by Secured Party
	
            	
            	
            	
            	LLC	
            
	
            	
            	
            	
            	
            	 
	
            	UCC	5/5/2005	9905392457-7	U.S. Bancorp Oliver
      Allen	Computer equipment
      leased by Secured Party
	
            	
            	
            	
            	Technology
      Leasing	
            
	
            	
            	
            	
            	
            	Amended 6/28/2005 to
      fully describe leased equipment
	
            	
            	
            	
            	
            	 
	
            	UCC	8/28/2006	9806306388-6	U.S. Bancorp Oliver
      Allen	Computer equipment
      leased by Secured Party
	
            	
            	
            	
            	Technology
      Leasing	
            
	
            	
            	
            	
            	
            	Amended 11/1/2006 to fully describe leased
      equipment
 
	
            	UCC	10/31/2006	9806314998-9	U.S. Bancorp Oliver
      Allen	Computer equipment
      leased by Secured Party
	
            	  	  	  	Technology Leasing
 	  


    


    5.15-2 
(to First
Supplement) 

     

    

    
    


    DEBTOR:
CABELA’S
RETAIL, INC. 

     

    
      	Jurisdiction	Indices	Filing
      Date	File
      No.	Secured
      Party	Collateral/Comments
	
            	
            	
            	
            	
            	 
	NEBRASKA	
            	
            	
            	
            	
            
	
            	
            	
            	
            	
            	 
	Secretary of
      State
through
4/13/2007
 	UCC	2/18/2003	9903258601-7	Wood Manufacturing
      Co. Inc.	’03 620VS Ranger boat, s/n
      RNG6Z051L203
	
            	UCC	3/31/2003	9903266536-8	Wood Manufacturing
      Co., Inc.	’03 519VX Ranger boat,
      s/n RNG7F141A303;
	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	’03 Ranger trail
      trailer, ID #4WRBD181231095046
	
            	
            	
            	
            	
            	 
	
            	UCC	12/2/2005	990542994-4	Brunswick
      Acceptance	Blanket
  UCC
	
            	
            	
            	
            	Company, LLC	 
	
            	
            	
            	
            	
            	 
	
            	UCC	9/21/2005	9805260602-5	GE Commercial
      Distribution	Inventory financed by
      Secured Party
	
            	
            	
            	
            	Finance
      Corporation	 
	
            	
            	
            	
            	
            	 
	
            	UCC	12/5/2005	9805269798-7	GE Commercial
      Distribution	Blanket
  UCC
	
            	
            	
            	
            	Finance
      Corporation	 
	
            	
            	
            	
            	
            	Amended 2/2/2006 to
      revise collateral description
	
            	
            	
            	
            	
            	 
	
            	UCC	4/11/2006	9906448005-9	Kawasaki Motors Corp,
      USA	Inventory financed by
      Secured Party
	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	Amended 10/2/2006 to
      change address of Debtor
	
            	
            	
            	
            	
            	 
	
            	UCC	4/11/2006	9906448006-1	Kawasaki Motors Corp,
      USA	Inventory financed by
      Secured Party
	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	Amended 10/2/2006 to
      change address of Debtor
	
            	
            	
            	
            	
            	 
	
            	UCC	8/15/2006	9806305025-7	Herc-U-Lift Inc.	Ingersol Rand Diesel Rough Terrain
  Tractorlift
 


    


    5.15-3 
(to First
Supplement) 

     

    

    
    


    DEBTOR:
VAN DYKE
SUPPLY COMPANY,
INC. 

     

    
      	Jurisdiction	Indices	Filing
      Date	File
    No.	Secured
      Party	Collateral/Comments
	 	
            	
            	
            	
            	
            
	South Dakota	
            	
            	
            	 	 
	 	
            	
            	
            	
            	
            
	Secretary of State	UCC	NO FILINGS	
            	
            	
            
	through	
            	
            	
            	
            	
            
	4/15/2007
 	
            	
            	
            	
            	  


    


    
DEBTOR:
CABELA’S
VENTURES, INC. 

     

    
      	Jurisdiction	Indices	Filing
      Date	File
    No.	Secured
      Party	
              Collateral/Comments

            
	 	
            	
            	
            	
            	 
	Nebraska	
            	
            	
            	
            	
            
	 	
            	
            	
            	
            	
            
	Secretary of State	UCC	NO FILINGS	
            	
            	
            
	through	
            	
            	
            	
            	
            
	4/13/2007
 	
            	
            	
            	
            	  


    


    
DEBTOR:
CABELA’S
OUTDOOR ADVENTURES, INC. 

     

    
      	Jurisdiction	Indices	Filing
      Date	File
    No.	Secured
      Party	Collateral/Comments
	 	
            	
            	
            	
            	
            
	Nebraska	
            	
            	
            	
            	
            
	 	
            	
            	
            	
            	
            
	Secretary of State	UCC	NO FILINGS	
            	
            	
            
	through	
            	
            	
            	
            	
            
	4/13/2007
 	
            	
            	
            	
            	  


    


    5.15-4 
(to First
Supplement) 

     

    

    
    


    DEBTOR:
CABELA’S
CATALOG, INC. 

     

    
      	Jurisdiction	Indices	Filing
      Date	File
    No.	Secured
      Party	Collateral/Comments
	 	
            	
            	
            	
            	
            
	Nebraska	
            	
            	
            	
            	
            
	 	
            	
            	
            	
            	
            
	Secretary of State	UCC	NO FILINGS	
            	
            	
            
	through	
            	
            	
            	
            	
            
	4/13/2007
 	
            	
            	
            	
            	  


    

    
 

    DEBTOR: CABELA’S WHOLESALE, INC. 

     

    
      	Jurisdiction	Indices	Filing Date	File No.	Secured Party	Collateral/Comments
	 	
            	
            	
            	
            	
            
	Nebraska	
            	
            	
            	
            	
            
	 	
            	
            	
            	
            	
            
	Secretary of State	UCC	NO FILINGS	
            	
            	
            
	through	
            	
            	
            	
            	
            
	4/13/2007
 	
            	
            	
            	
            	  


    


    
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 State	UCC	NO FILINGS UNDER CABELA’S	 	
            
	through	
            	MARKETING AND BRAND	 	
            
	4/13/2007	
            	MANAGEMENT	 	
            
	 	
            	 	
            	
            
	Cabela’s	UCC	2/18/2003	9903258600-5	Wood Manufacturing
      Co., Inc.	2002 620V Ranger Boat
      and Trailer
	Promotion’s, Inc.
 	
            	
            	
            	
            	  


    


    5.15-5 
(to First
Supplement) 

     

    

    
    


    DEBTOR:
CABELAS.COM, INC. 

     

    
      	Jurisdiction	Indices	Filing Date	File No.	Secured Party	Collateral/Comments
	 	 	
            	
            	 	
            
	Nebraska	
            	
            	
            	
            	
            
	 	
            	
            	
            	
            	
            
	Secretary of State	UCC	NO FILINGS	
            	
            	
            
	through	
            	
            	
            	
            	
            
	4/13/2007	
            	
            	
            	
            	
            
	 	
            	
            	
            	
            	
            


    


    
DEBTOR:
WORLD’S
FOREMOST BANK 

     

    
      	Jurisdiction	Indices	Filing Date	File No.	Secured Party	Collateral/Comments
	 	
            	
            	
            	
            	
            
	Nebraska	
            	
            	
            	
            	
            
	 	
            	
            	
            	
            	
            
	Secretary of
      State
through
4/13/2007	UCC	11/1/2001	9901175453-8	U.S. Bank National
      Association	
              Receivables pursuant to Assignment No. 2 of Receivables
      in Additional Accounts dated
      11/2/2001

               

              Continued 9/1/2006

               

            
	
            	UCC	12/26/2001	9901185121-7	U.S. Bank National Association	
              Receivables pursuant to
      Assignment No. 3 of Receivables in Additional Accounts dated
      12/27/2001

              
Continued 9/1/2006

            
	
            	
            	
            	
            	
            	  
	
            	UCC	3/26/2002	9902204695-8	U.S. Bank National Association	
              Receivables pursuant to
      Assignment No. 4 of Receivables in Additional Accounts dated 3/28/2002 

               

              Continued 11/17/2006 and 3/12/2007

            
	
            	
            	
            	
            	
            	  
	
            	UCC	6/24/2002	9902222717-8	U.S. Bank National Association	
              Receivables pursuant to
      Assignment No. 5 of Receivables in Additional Accounts dated
      6/26/2002

              
Continued
      12/28/2006

            
	
            	
            	
            	
            	
            	 


    


    5.15-6 
(to First
Supplement) 

     

    

    
    


    
      	Jurisdiction	Indices	Filing Date	File No.	Secured Party	Collateral/Comments
	
            	 	 	 	 	 
	
            	UCC	9/19/2002	9902236204-7	U.S. Bank National Association	Receivables pursuant to Assignment No. 6 of
      Receivables in Additional Accounts dated 9/24/2002
	
            	
            	
            	
            	
            	 
	
            	UCC	12/16/2002	9902248667-1	U.S. Bank National Association	Receivables pursuant
      to Assignment No. 7 of Receivables in Additional Accounts dated
      12/19/2002
	 	
            	
            	
            	
            	 
	
            	UCC	2/4/2003	9903256305-7	
              U.S. Bank National
      Association

               

              WFB Funding, LLC, Assignor
Secured
    Party

            	Receivables 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	9903285380-0	
              U.S. Bank National
      Association

               

              WFB Funding, LLC, Assignor
Secured
    Party

            	Receivables 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	9903285381-2	U.S. Bank National
Association, as
      Trustee	
              Continuation in
      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
Association, as
      Trustee	
              Continuation in
      lieu

               

              Receivables pursuant to Assignment No. 2 of Receivables
      in
Additional Accounts dated 11/2/2001

            
	
            	
            	
            	
            	
            	 
	
            	UCC	7/14/2003	9903285385-0	U.S. Bank National
Association, as
      Trustee	
              Continuation in
      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
      Association

               

              WFB Funding, LLC, Assignor
Secured
    Party

            	
              Continuation in
      lieu

               

              Receivables pursuant to Receivables Purchase Agreement
      dated 2/4/2003 and Amended and Restated Pooling and Servicing Agreement
      dated 2/4/2003

            
	
            	
            	
            	
            	
            	 


    


    5.15-7 
(to First
Supplement) 

     

    

    
    


    
      	Jurisdiction	Indices	Filing Date	File No.	Secured Party	Collateral/Comments
	  	  	  	  	  	  
	
            	UCC	7/14/2003	9903285384-8	U.S. Bank National Association	
              Continuation in
      lieu

               

              Receivables pursuant to
      Assignment No. 4 of Receivables in Additional Accounts dated
      3/28/2002

            
	
            	
            	
            	
            	
            	 
	
            	UCC	7/14/2003	9903285383-6	U.S. Bank National Association	
              Continuation in
      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 Association	
              Continuation in
      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 Association	
              Continuation in
      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
	
            	
            	
            	
            	
            	 
	
            	UCC	9/1/2006	9906468696-6	U.S. Bank National Association	Receivables pursuant
      to Assignment No. 1 of Receivables in Additional Accounts dated
      6/28/2001
	
            	
            	
            	
            	
            	 
	
            	UCC	9/1/2006	9906468697-8	U.S. Bank National Association	Receivables pursuant
      to Pooling and Servicing Agreement dated 3/23/2001 and the
      Series
2001-4 Supplement thereto
	
            	
            	
            	
            	 	 


    


    5.15-8 
(to First
Supplement) 

     

    

    
    


    DEBTOR:
WFB FUNDING CORPORATION

     

    
      	Jurisdiction	Indices	Filing Date	File No.	Secured Party	Collateral/Comments
	 	
            	
            	
            	
            	
            
	Nebraska	
            	
            	
            	
            	 
	 	
            	
            	
            	
            	
            
	Secretary of State	UCC	NO FILINGS	
            	
            	
            
	through	
            	
            	
            	
            	
            
	4/13/2007	
            	
            	
            	
            	
            
	 	
            	
            	
            	
            	
            


    


    
DEBTOR:
WFB FUNDING, LLC 

     

    
      	Jurisdiction	Indices	Filing Date	File No.	Secured Party	Collateral/Comments
	 	
            	
            	
            	
            	
            
	Nebraska	
            	
            	
            	
            	
            
	 	
            	
            	
            	
            	
            
	Secretary of State
through
4/13/2007	UCC	2/4/2003	9903256306-9	US Bank National Association	Receivables pursuant to Amended and Restated
      Pooling and Servicing Agreement dated 2/4/2003
	
            	
            	
            	
            	
            	 
	
            	UCC	4/29/2003	9903271697-5	US Bank National Association	Receivables pursuant
      to Assignment No. 8 of Receivables in Additional Accounts dated
      4/29/2003
	
            	
            	
            	
            	
            	 
	
            	UCC	6/23/2003	9903281920-2	US Bank National Association	Receivables pursuant
      to Assignment No. 9 of Receivables in Additional Accounts dated
      6/25/2003
	
            	
            	
            	
            	
            	 
	
            	UCC	9/18/2003	9903295480-4	US Bank National Association	Receivables pursuant
      to Assignment No. 10 of Receivables in Additional Accounts dated
      9/23/2003
	
            	
            	
            	
            	
            	 
	
            	UCC	12/15/2003	9903308312-5	US Bank National Association	Receivables pursuant
      to Assignment No. 11 of Receivables in Additional Accounts dated
      12/18/2003
	
            	
            	
            	
            	
            	 
	
            	UCC	3/18/2004	9904323867-1	US Bank National Association	Receivables pursuant
      to Assignment No. 12 of Receivables in Additional Accounts dated
      3/25/2004
	
            	
            	
            	
            	
            	 


    


    5.15-9 
(to First
Supplement)

     

    

    
    


    
      	Jurisdiction	Indices	Filing Date	File No.	Secured Party	Collateral/Comments
	
            	
            	
            	
            	 	
            
	
            	UCC	4/14/2004	9904328350-1	
              US Bank National
      Association,
as Indenture Trustee

               

              Cabela’s Credit Card
      Master
Note Trust, Assignor Secured
Party

            	Debtors right in Series 2004-1 Certificate issued
      4/14/2004
	
            	
            	
            	
            	 	
            
	
            	UCC	6/21/2004	9904339086-3	US Bank National Association	Receivables pursuant
      to Assignment No. 13 of Receivables in Additional Accounts dated
      6/24/2004
	
            	
            	
            	
            	
            	  
	
            	UCC	9/24/2004	9904352131-7	US Bank National Association	Receivables pursuant
      to Assignment No. 14 of Receivables in Additional Accounts dated
      9/29/2004
	
            	
            	
            	
            	
            	  
	
            	UCC	12/22/2004	9904367559-0	US Bank National Association	Receivables pursuant
      to Assignment No. 15 of Receivables in Additional Accounts dated
      12/28/2004
	
            	
            	
            	
            	
            	 
	
            	UCC	3/18/2005	9905384790-3	US Bank National Association	Receivables pursuant
      to Assignment No. 16 of Receivables in Additional Accounts dated
      3/24/2005
	
            	
            	
            	
            	
            	  
	
            	UCC	6/24/2005	9905400679-8	US Bank National Association	Receivables pursuant
      to Assignment No. 17 of Receivables in Additional Accounts dated
      6/29/2005
	
            	
            	
            	
            	
            	  
	
            	UCC	9/22/2005	9905413710-1	US Bank National Association	Receivables pursuant
      to Assignment No. 18 of Receivables in Additional Accounts dated
      9/29/2005
	
            	
            	
            	
            	
            	  
	
            	UCC	12/7/2005	9905426028-9	US Bank National Association	Receivables pursuant
      to Assignment No. 19 of Receivables in Additional Accounts dated
      12/13/2005
	
            	
            	
            	
            	
            	  
	
            	UCC	3/22/2006	9906444868-3	US Bank National
      Association	Receivables pursuant to Assignment No. 20 of Receivables in
      Additional Accounts dated 3/28/2006
 



    


    5.15-10 
(to First
Supplement) 

     

    

    
    


    
      	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	
            	UCC	6/21/2006	9906458056-8	US Bank National Association	Receivables pursuant to Assignment No. 21 of Receivables in
      Additional Accounts dated 6/26/2006
	
            	UCC	9/27/2006	9906472495-6	US Bank National Association	Receivables pursuant to Assignment No. 22 of Receivables in
      Additional Accounts dated 927/2006
	
            	UCC	12/4/2006	9906483149-6	US Bank National Association	Receivables pursuant to Assignment No. 23 of Receivables in
      Additional Accounts dated 12/15/2006
	
            	UCC	3/12/2007	9907499826-2	US Bank National Association	Receivables pursuant to Assignment No. 24 of Receivables in
      Additional Accounts dated 3/22/2007


    


    5.15-11
(to First Supplement)

     

    

    
    

     

    DEBTOR: WILD WINGS, LLC

     

    
      	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	MINNESOTA	 	
            	
            	
            	
            
	Secretary of State
through 4/10/2007
 	UCC	Mar. 8, 2002	20023347856	Lessor: General
      Electric Capital
Corporation	Equipment & associated items & licenses &/or
      sublicenses to use any computer programs & related documentation
      subject to Lease Agmt #6684604


    

     

     

    DEBTOR: CABELA’S LODGING , LLC

     

    
      	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	Nebraska	 	 	 	 	
            
	Secretary of State
through
4/13/2007
 	UCC	12/3/1999	9999925582	Cabela’s Ventures, Inc.	Blanket UCC

Continued
  8/4/2004


    

     

     

    DEBTOR: CABELA’S TROPHY PROPERTIES , LLC

     

    
      	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	Nebraska	
            	
            	
            	
            	
            
	Secretary of State
through
4/13/2007
 	UCC	NO FILINGS	 	 	
            


    


    5.15-12
(to First Supplement)

     

    

    
    

     

    DEBTOR: CABELA’S RETAIL TX,
L.P.

     

    
      	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	Nebraska	 	
            	
            	
            	
            
	Secretary of State
through
4/13/2007
 	UCC	NO FILINGS	 	 	 


    

     

     

    DEBTOR: ORIGINAL CREATIONS , LLC

     

    
      	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	Minnesota	 	
            	
            	
            	
            
	Secretary of State
through
4/10/2007
 	UCC	NO FILINGS	 	 	 


    

     

     

    DEBTOR: CABELA’S RETAIL GP,
LLC

     

    
      	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	Nebraska	 	
            	
            	
            	
            
	Secretary of State
through
4/13/2007
 	UCC	NO FILINGS	 	 	 


    

     

    5.15-13
(to First Supplement)

     

    

    
    


    DEBTOR: CRLP,
LLC

     

    
      	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	Nebraska	 	
            	
            	
            	
            
	Secretary of State
through
4/13/2007
 	UCC	NO FILINGS	 	 	 


    

     

     

    DEBTOR: CABELA’S RETAIL LA,
LLC

     

    
      	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	Nebraska	 	
            	
            	
            	
            
	Secretary of State
through
4/13/2007
 	UCC	NO FILINGS	 	 	 


    

     

     

    DEBTOR: TS
MANUFACTURING , LLC

     

    
      	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	Nebraska	 	
            	
            	
            	
            
	Secretary of State
through
4/13/2007
 	UCC	NO FILINGS	 	 	 


    

     

    5.15-14
(to First Supplement)

     

    

    
    


    DEBTOR: LEGACY TRADING COMPANY

     

    
      	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	South Dakota	 	
            	
            	
            	
            
	Secretary of State
through
4/15/2007
 	UCC	NO FILINGS	 	 	 


    

     

     

    DEBTOR: CABELA’S RETAIL MO,
LLC

    
    

     

    
      	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	Nebraska	 	
            	
            	
            	
            
	Secretary of State
through
4/13/2007
 	UCC	NO FILINGS	 	 	 


    

     

     

    DEBTOR: CABELA’S RETAIL IL, INC.

     

    
      	Jurisdiction	Indices	Filing Date	File
      No.	Secured Party	Collateral/Comments
	Illinois	 	
            	
            	
            	
            
	Secretary of State
through
4/11/2007
 	UCC	NO FILINGS	 	 	 


    

    
5.15-15
(to First Supplement)

     

    
      

    

    
    


         B. Contingent Liabilities

     

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

     

         2. Cabela’s
Incorporated (“Cabela’s”) has entered
into Development Agreements with the City of Prairie du Chien, Wisconsin (“PDC”) from 1997 to 2001 under which PDC has
provided tax increment financing in the total sum of $8,104,700 in connection
with the retail store and distribution facility in PDC. Cabela’s has purchased
$5,104,700 of the bonds issued pursuant to said Development Agreements, and the
purchased bonds were subsequently retired in 2006. In the event that the real
estate tax revenues are insufficient to pay the annual debt service required
under the bonds, Cabela’s has agreed to advance PDC the sums necessary to pay
any shortfall.

     

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

     

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

     

    5.15-16
(to First Supplement)

     

    

    
    


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

     

         6. CRI and Lehi
City, Utah County, Utah (“City”) entered
into that certain Development Agreement (Lehi City, Utah) on October 12, 2004
(the “Agreement”), whereby CRI agreed to
build a Cabela’s retail store and employ a certain number of full-time
equivalent employees in Lehi, 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.

     

         7. CRI, Coor’s and The City of
Wheat Ridge, a Colorado municipal corporation (“City”) entered into that certain Annexation
and Development Agreement dated December 20, 2004, as amended (the “Agreement”), whereby CRI agreed to build a
Cabela’s retail store and employ a certain number of full-time equivalent
employees in the City by September 30, 2006. If CRI does not open the store by
September 30, 2006 or attain the specified employee levels, the City may have a
cause of action in accordance with Colorado law. The Agreement has been amended
to extend the store opening date until June 2008.

     

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

     

     

    5.15-17
(to First Supplement)

     

    

    
    


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

     

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

     

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

     

    
      	          DESCRIPTION	AMOUNT
	Mitchell Bonds	3,960,000
	 	
            
	Sidney Construction
      Grant II	1,000,000
	 	
            
	Sidney Construction
      Grant III	1,000,000
	 	
            
	Woonsocket Site
      Improvements	500,000
	 	
            
	East Grand Forks	2,388,426
	 	
            
	Hamburg PA	890,000
	 	
            
	North Platte	22,817


    


    5.15-18
(to First Supplement)

     

    

    
    


    
      	          DESCRIPTION	AMOUNT
	Grand Island	15,000
	 	
            
	PDC 1996	2,240,000
	 	
            
	PDC 1997	495,000
	 	
            
	Owatonna	1,171,272
	 	
            
	Lincoln	0
	 	
            
	WFB portion of
Lincoln	0
	 	
            
	Texas Enterprise Fund	326,960
	 	
            
	Sidney CDBG – Alco
    Grant	250,000
	 	
            
	Washington County,
      Wisconsin	0
	 	
            
	Sidney Construction
      Grant IV	200,000
	(Boat addition/ airplane
      purchase	  
	 	
            
	Sidney Alco Building	250,000
	Construction Grant	 
	 	
            
	TOTAL	14,709,475


    


         12. 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.

     

         13. 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.

     

    5.15-19
(to First Supplement)

     

    

    
    


         14. 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.

     

         C. Unsecured Revolving Credit
Facility

     

    Unsecured revolving credit facility under that certain Second
Amended and Restated Credit Agreement, dated July 15, 2005, by and between
Cabela’s Incorporated, Cabela’s Retail, Inc., Van Dyke Supply Company, Inc.,
Cabela’s Ventures, Inc., Cabela’s Outdoor Adventures, Inc., Cabela’s Catalog,
Inc., Cabela’s Wholesale, Inc., Cabela’s Marketing and Brand Management, Inc.,
Cabelas.com, Inc., Wild Wings, LLC, Cabela’s Lodging, LLC, Cabela’s Retail LA,
LLC, Cabela’s Trophy Properties, LLC, Original Creations, LLC, Cabela’s Retail
TX, L.P., Cabela’s Retail GP, LLC, CRLP, LLC, Legacy Trading Company (pursuant
to a Joinder Agreement dated on or about February 22 2006) and Cabela’s Retail
MO, LLC (pursuant to a Joinder Agreement dated on or about February 22 2006)
(collectively, the “Borrowers”) and
LaSalle Bank National Association, Wachovia Bank, Comerica Bank, Wells Fargo
Bank, JP Morgan Chase Bank, Sovereign Bank and U.S. Bank National Association.
On December 30, 2006 there was $0 outstanding on the line of credit,
$41,256,586.00 outstanding on letters of credit, and $13,325,387.00 standby
letters of credit.

     

         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.

     

    5.15-20
(to First Supplement)

     

    

    
    


    
           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.

     

         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.

     

    5.15-21
(to First Supplement)

     

    

    
    


         4. Under the Development
Agreement dated November 19, 2003, by and among CRI, the State of West Virginia,
the County Commission of Ohio County, West Virginia (the “County”) and the Ohio County Development
Authority (the “Authority”), as amended
by that certain First Amendment to Development Agreement dated January 10, 2005,
the Authority had an option to purchase approximately 15 acres of real estate
from CRI for $1.00 if the Authority and County refinanced or otherwise replaced
certain Bonds purchased by Cabela’s, whereby the proceeds from said refinancing
or replacement would be used to pay off the Cabela’s Bonds in full; provided, however, the Authority’s option to
purchase the real estate for $1.00 was supposed to expire on January 10, 2006 if
the Cabela’s Bonds were not paid off in full by said date. Cabela’s, the County
and the Authority entered into that certain First Supplemental and Amendatory
Bond Trust Indenture (Series 2005C and Series 2005D) dated as of December 1,
2005, whereby Cabela’s deeded the 15 acres to the County and the Authority has
until June 30, 2007, to redeem all of the Cabela’s Bonds. In the event that all
of the Cabela’s Bonds are redeemed prior to July 1, 2007, then Cabela’s shall be
deemed to have been paid in full on $3,000,000 of the Series 2005D Bonds. In the
event that all of the Cabela’s Bonds are not redeemed prior to July 1, 2007,
then the Authority shall be required to also redeem the $3,000,000 of Series
2005D Bonds in accordance with their natural term.** Under a Lease Agreement
dated February 5, 2004 between the Ohio County Development Authority and
Cabela’s Wholesale, Inc., Cabela’s is obligated to relinquish rights to 21.56
acres of undeveloped and/or unused real property if it is not developed by
January 1, 2008. Currently, Cabela’s is in the process of expanding its
distribution center on said 21.56 acres. Accordingly, effective as of July 1,
2006, the Ohio County Development Authority and Cabela’s Wholesale, Inc. entered
into an Amended and Restated Lease Agreement with Option to Purchase whereby
Cabela’s obligation to relinquish rights to the 21.56 acres shall no longer be
in effect. ** As of April 23, 2007 all bonds
have been fully redeemed.

     

         5. 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.”

     

    5.15-22
(to First Supplement)

     

    

    
    


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

     

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

     

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

     

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

     

    5.15-23
(to First Supplement)

     

    

    
    


         G. Other Existing Debt

     

    
      	
            	        	AMOUNT AT BOOK VALUE
	OBLIGATION:	
            	         AS OF 12/30/06:        
	Notes Payable – MOO	 	           $	2,791,018.36
	Notes Payable – SPP Capital	
            	$	75,000,000
	Bond Payable – SHQ	
            	$	735,953
	Lincoln Econ Development Loans	
            	$	0
	Assessment Payable – Owatonna	
            	$	1,171,272
	Bond Payable – PDC 1996	
            	$	2,240,000
	Bond Payable – PDC 1997	
            	$	495,000
	Notes Payable – Employee	
            	$	0
	Capital Lease – Wheeling, WV	
            	$	13,948,326
	as amended and restated 2005 – effective
      7/01/06	
            	
            	
            
	Notes Payable – SPP Capital	
            	$	215,000,000


    


    5.15-24
(to First Supplement)

     

    

    
    


    [FORM OF SERIES 2007-A NOTE]

     

    CABELA’S INCORPORATED
CABELA’S CATALOG, INC. 
CABELA’S RETAIL, INC. 
CABELA’S OUTDOOR ADVENTURES, INC.
CABELAS.COM, INC.

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

     

    6.08% SENIOR
NOTE, SERIES 2007-A DUE JUNE 15, 2017

     

    
      	No. RA– [_____]	[Date]
	$[____________]	PPN
12681#AB3


    


         FOR VALUE RECEIVED, the
undersigned, Cabela’s Incorporated (herein called the “Company”), a corporation organized and
existing under the laws of the State of Delaware, and the Subsidiaries of the
Company consisting of (i) Cabela’s Catalog, Inc., (ii) Cabela’s Retail, Inc.,
(iii) Cabela’s Outdoor Adventures, Inc., (iv) Cabelas.com, Inc., (v) Cabela’s
Wholesale, Inc., (vi) Cabela’s Ventures, Inc., (vii) Wild Wings, LLC, (viii)
Cabela’s Lodging, LLC, (ix) Van Dyke Supply Company, Inc., (x) Cabela’s
Marketing and Brand Management, Inc., (xi) Cabela’s Retail LA, LLC, (xii)
Cabela’s Trophy Properties, LLC, (xiii) Original Creations, LLC, (xiv) Cabela’s
Retail TX, L.P., (xv) Cabela’s Retail GP, LLC, (xvi) Legacy Trading Company,
(xvii) CRLP, LLC, (xviii) Cabela’s Retail MO, LLC, and (xix) Cabela’s Retail IL,
Inc. (the Subsidiaries together with the Company being herein referred to
collectively as the “Obligors”) hereby
jointly and severally promise to pay to [________________], or registered
assigns, the principal sum of [________________] DOLLARS on June 15, 2017, 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 6.08% per annum from the date hereof,
payable semi-annually, on the 15th day of June and December in each year,
commencing with the June or December 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 First Supplement referred to below),
payable semi-annually, as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the greater
of (i) 8.08% or (ii) 2% over the rate of interest publicly announced by US Bank,
N.A. from time to time in Lincoln, Nebraska as its “base” or “prime” rate.

     

    EXHIBIT 1

(to First Supplement)

     

    

    
    


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

     

         This Note is one of a series of
Senior Notes (herein called the “Notes”)
issued pursuant to that certain First Supplement dated as of June 15, 2007 to
Note Purchase Agreements, dated as of February 27, 2006 (as from time to time
amended and supplemented, the “First
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 First Supplement) and (ii) to have made the representation set forth in
Section 6.2 of the Note Purchase Agreements (as defined in the First
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.

     

         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 First Supplement, 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
(to First Supplement)

     

    

    
    


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

     

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


    


    E-1-3
(to First Supplement)