exhibit101.htm


    
      

    

     

    
      Exhibit
10.1

      


      Execution
Copy

      


      SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED

      CREDIT
AGREEMENT

      


      This
SECOND AMENDMENT TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), made and
entered into as of December 11th, 2009, is
among Cabela’s Incorporated, a Delaware corporation, Van Dyke’s Restorers, Inc.
(formerly Van Dyke Supply Company, Inc.), a South Dakota corporation, Cabela’s
Ventures, Inc., a Nebraska corporation, Cabela’s Outdoor Adventures, Inc., a
Nebraska corporation, Cabela’s Wholesale, Inc., a Nebraska corporation (for
itself and as successor in interest to Cabela’s Catalog, Inc., Cabela’s Retail,
Inc. and Cabelas.com, Inc.), Cabela’s Marketing and Brand Management, Inc., a
Nebraska corporation, WW Acquisition Company, LLC (formerly Wild Wings, LLC), a
Minnesota limited liability company, Cabela’s Retail LA, LLC, a Nebraska limited
liability company, Cabela’s Trophy Properties, LLC, a Nebraska limited liability
company, Original Creations, LLC, a Minnesota limited liability company,
Cabela’s Retail TX, L.P., a Nebraska limited partnership, Cabela’s Retail GP,
LLC, a Nebraska limited liability company, CRLP, LLC, a Nebraska limited
liability company, Legacy Trading Company, a South Dakota corporation, Cabela’s
Retail MO, LLC, a Nebraska limited liability company and Cabela’s Retail IL,
Inc., an Illinois corporation (individually, a “Borrower” and,
collectively, the “Borrowers”), the
banks which are signatories to the Credit Agreement (as defined below)
(individually, a “Bank” and,
collectively, the “Banks”), and U.S.
Bank National Association, one of the Banks, as agent for the Banks (in such
capacity, the “Agent”).

      


      RECITALS

      


      1.           The
Borrowers, the Banks and the Agent entered into a Second Amended and Restated
Credit Agreement dated as of July 15, 2005, as amended by a First Amendment to
Second Amended and Restated Credit Agreement dated as of August 15, 2007 (as the
same may  be amended, restated, or modified from time to time, the
“Credit
Agreement”); and

      


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

      


      AGREEMENT

      


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

      


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


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      1.1           Amendments.  Section
6.11(k) of the Credit Agreement is amended to read in its entirety as
follows:

      


      (k)           Contributions
of capital by any Borrower or any Subsidiary to WFB (i) in an amount not to
exceed $25,000,000 in any fiscal year plus (ii) in an amount not to exceed
$225,000,000 in calendar year 2010 if any capital contribution is required due
to changes in GAAP and regulatory requirements for WFB to remain well
capitalized in accordance with the capital guidelines and ratios set forth by
the  Federal Deposit Insurance Corporation.

      


      Section 2.   Effectiveness
of Amendments.  The amendments contained in this Amendment
shall become effective (the “Effective Date”) upon
delivery by the Borrowers of, and compliance by the Borrowers with, the
following:

      


      2.1           This
Amendment, duly executed by the Borrowers.

      


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

      


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

      


      2.4           The
Administrative Agent shall have received the fees set forth in the separate
letter agreement dated as of the date hereof between the Administrative Agent
and the Borrowers’ Agent.

      


      2.5           The
Administrative Agent shall have received a closing fee equal to 0.50% of the
Revolving Commitment Amount, as of the Effective Date, of each Bank which
executes this Amendment.

      



      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      


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

      


      Section 3.   Representations,
Warranties, Authority, No Adverse Claim.

      


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

      


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

      


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


      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      


      Section 4.   Affirmation
of Credit
Agreement, Further References.  Each Bank and each Borrower
each acknowledge and affirm that the Credit Agreement, as hereby amended, is
hereby ratified and confirmed in all respects and all terms, conditions and
provisions of the Credit Agreement, except as amended by this Amendment, shall
remain unmodified and in full force and effect.  All references in any
document or instrument to the Credit Agreement are hereby amended and shall
refer to the Credit Agreement as amended by this Amendment.

      


      Section 5.   Merger
and Integration, Superseding Effect.  This Amendment, from and
after the date hereof, embodies the entire agreement and understanding between
the parties hereto and supersedes and has merged into this Amendment all prior
oral and written agreements on the same subjects by and between the parties
hereto with the effect that this Amendment shall control with respect to the
specific subjects hereof and thereof.

      


      Section 6.   Severability.  Whenever
possible, each provision of this Amendment and the other Amendment Documents and
any other statement, instrument or transaction contemplated hereby or thereby or
relating hereto or thereto shall be interpreted in such manner as to be
effective, valid and enforceable under the applicable law of any jurisdiction,
but, if any provision of this Amendment, the other Amendment Documents or any
other statement, instrument or transaction contemplated hereby or thereby or
relating hereto or thereto shall be held to be prohibited, invalid or
unenforceable under the applicable law, such provision shall be ineffective in
such jurisdiction only to the extent of such prohibition, invalidity or
unenforceability, without invalidating or rendering unenforceable the remainder
of such provision or the remaining provisions of this Amendment, the other
Amendment Documents or any other statement, instrument or transaction
contemplated hereby or thereby or relating hereto or thereto in such
jurisdiction, or affecting the effectiveness, validity or enforceability of such
provision in any other jurisdiction.

      


      Section 7.   Successors.  The Amendment
Documents shall be binding upon the Borrowers and the Banks and their respective
successors and assigns, and shall inure to the benefit of the Borrowers and the
Banks and the successors and assigns of the Banks.

      


      Section 8.   Legal
Expenses.  As provided in Section 9.2 of the Credit Agreement,
the Borrowers agree to pay or reimburse the Agent, upon execution of this
Amendment, for all reasonable out-of-pocket expenses paid or incurred by the
Agent, including filing and recording costs and fees, charges and disbursements
of outside counsel to the Agent (determined on the basis of such counsel’s
generally applicable rates, which may be higher than the rates such counsel
charges the Agent in certain matters) and/or the allocated costs of in-house
counsel incurred from time to time, in connection with the Credit Agreement,
including in connection with the negotiation, preparation, execution, collection
and enforcement of the Amendment Documents and all other documents negotiated,
prepared and executed in connection with the Amendment Documents, and in
enforcing the obligations of the Borrowers under the Amendment Documents, and to
pay and save the Banks harmless from all liability for, any stamp or other taxes
which may be payable with respect to the execution or delivery of the Amendment
Documents, which obligations of the Borrowers shall survive any termination of
the Credit Agreement.


      
        
           


        

        
          - 4
-

          
            

          

        

        
           


        

      


      Section 9.   Headings.  The
headings of various sections of this Amendment have been inserted for reference
only and shall not be deemed to be a part of this Amendment.

      


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

      


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

      


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

      



      
        
           


        

        
          - 5
-

          
            

          

        

        
           


        

      


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

      


      
        	 
      	
                CABELA’S
      INCORPORATED

                CABELA’S
      OUTDOOR ADVENTURES, INC.

                CABELA’S
      WHOLESALE, INC.

                CABELA’S
      VENTURES, INC.

                WW
      ACQUISITION COMPANY, LLC (FORMERLY WILD WINGS, LLC)

                LEGACY
      TRADING COMPANY

                CABELA’S
      TROPHY PROPERTIES, LLC

                CABELA’S
      MARKETING AND BRAND MANAGEMENT, INC.

                CABELA’S
      RETAIL LA, LLC

                ORIGINAL
      CREATIONS, LLC

                CABELA’S
      RETAIL GP, LLC

                CRLP,
      LLC

                CABELA’S
      RETAIL MO, LLC

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Ralph W. Castner

              
	 
      	
                Name:

              	
                Ralph
      W. Castner

              
	 
      	
                Title:

              	
                Vice
      President, CFO

                Secretary
      or Treasurer

              
	 
      	 
      	 
      
	 
      	
                VAN
      DYKE’S RESTORERS, INC. (FORMERLY VAN DYKE SUPPLY COMPANY,
      INC.)

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Jeff Jung

              
	 
      	
                Name:

              	
                Jeff
      Jung

              
	 
      	
                Title:

              	
                Secretary
      and 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

              


      

       

      [Signature
Page 1 to Second Amendment to

      Second
Amended and Restated Credit Agreement]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                CABELA’S
      RETAIL IL, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Ralph W. Castner

              
	 
      	
                Name:

              	
                Ralph
      W. Castner

              
	 
      	
                Title:

              	
                Secretary
      and Treasurer

              


      

      


      [Signature
Page 2 to Second Amendment to

      Second
Amended and Restated Credit Agreement]

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                U.S.
      BANK NATIONAL ASSOCIATION,

                in
      its individual corporate capacity and as

                Administrative
      Agent

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Patrick Spethman

              
	 
      	
                Name:

              	
                Patrick
      Spethman

              
	 
      	
                Title:

              	
                Vice
      President

              


      

      


      [Signature
Page 3 to Second Amendment to

      Second
Amended and Restated Credit Agreement]

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                BANK
      OF AMERICA, N.A.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Michael T. Letsch

              
	 
      	
                Name:

              	
                Michael
      T. Letsch

              
	 
      	
                Title:

              	
                Vice
      President

              


      

      


      [Signature
Page 4 to Second Amendment to

      Second
Amended and Restated Credit Agreement]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                COMERICA
      BANK

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Timothy O’Rourke

              
	 
      	
                Name:

              	
                Timothy
      O’Rourke

              
	 
      	
                Title:

              	
                Vice
      President

              


      

      


      [Signature
Page 5 to Second Amendment to

      Second
Amended and Restated Credit Agreement]

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                WELLS
      FARGO BANK, NATIONAL ASSOCIATION

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Michael V. Hinrichs

              
	 
      	
                Name:

              	
                Michael
      V. Hinrichs

              
	 
      	
                Title:

              	
                Vice
      President

              


      

      


      [Signature
Page 6 to Second Amendment to

      Second
Amended and Restated Credit Agreement]

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                JPMORGAN
      CHASE BANK, N.A.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Eric Pratt

              
	 
      	
                Name:

              	
                Eric
      Pratt

              
	 
      	
                Title:

              	
                Vice
      President

              


      

      


      [Signature
Page 7 to Second Amendment to

      Second
Amended and Restated Credit Agreement]

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                SOVEREIGN
      BANK

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Jeffrey N. Kauffman

              
	 
      	
                Name:

              	
                Jeffrey
      N. Kauffman

              
	 
      	
                Title:

              	
                Vice
      President

              


      

      


      [Signature
Page 8 to Second Amendment to

      Second
Amended and Restated Credit Agreement]

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                BANK
      OF THE WEST

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      William Honke

              
	 
      	
                Name:

              	
                William
      Honke

              
	 
      	
                Title:

              	
                Vice
      President

              


      

      


      [Signature
Page 9 to Second Amendment to

      Second
Amended and Restated Credit Agreement]

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                SUNTRUST
      BANKS, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Michael J. Vegh

              
	 
      	
                Name:

              	
                Michael
      J. Vegh

              
	 
      	
                Title:

              	
                Vice
      President

              


      

      


      [Signature
Page 10 to Second Amendment to

      Second
Amended and Restated Credit Agreement]

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                WACHOVIA
      BANK, NATIONAL ASSOCIATION

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Michael V. Hinrichs

              
	 
      	
                Name:

              	
                Michael
      V. Hinrichs

              
	 
      	
                Title:

              	
                Vice
      President

              


      

      


      [Signature
Page 11 to Second Amendment to

      Second
Amended and Restated Credit Agreement]

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT A
TO

      SECOND
AMENDMENT TO

      SECOND
AMENDED AND RESTATED

      CREDIT
AGREEMENT

      


      CERTIFICATE

      


      This Certificate is executed and
delivered pursuant to Section 2.2 of that certain Second Amendment to Second
Amended and Restated Credit Agreement (“Second Amendment”),
dated concurrently herewith, by and among each of the undersigned, the banks
which are signatories to the Credit Agreement (as defined in the Second
Amendment) (individually, a “Bank” and,
collectively, the “Banks”), and U.S.
Bank National Association, one of the Banks, and as agent for the Banks (in such
capacity, the “Agent”).  Unless
otherwise defined herein, capitalized terms used herein have the meanings
provided in the Second Amendment.  The undersigned hereby certifies to
the Agent and the Banks as follows:

      


      1.           Attached
hereto as Exhibit
A is a true and correct copy of the Articles of Incorporation of Cabela’s
Wholesale, Inc., certified by the Nebraska Secretary of State, which Articles of
Incorporation are in full force and effect on the date hereof.

      


      2.           Attached
hereto as Exhibit
B is a true and correct copy of the Articles of Incorporation of Van
Dyke’s Restorers, Inc., certified by the South Dakota Secretary of State, which
Articles of Incorporation are in full force and effect on the date
hereof.

      


      3.           Attached
hereto as Exhibit
C is a true and correct copy of the articles of dissolution of Cabela’s
Lodging, LLC, certified by the Nebraska Secretary of State.

      


      4.           Attached
hereto as Exhibit
D is a true and correct copy of the Articles of Organization of WW
Acquisition Company, LLC, certified by the Minnesota Secretary of State, which
Articles of Organization are in full force and effect on the date
hereof.

      


      5.           Except
as set forth in paragraphs 1, 2, 3 and 4 above, there has been no amendment to
the Articles of Incorporation and Bylaws or Operating Agreement, as applicable,
of each of the undersigned Borrowers since true and accurate copies of the same
were delivered to the Banks with a certificate of an officer or designated
representative for a partner of such Borrower dated July 15, 2005, February 22,
2006 or June 15, 2007, as applicable.

      


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

      


      Ex
A-1


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


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

      


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

       

      
        Ex
A-2


          
            
               


            

            
               


              
                

              

            

            
               


            

          



      

      IN WITNESS WHEREOF, this certificate
has been executed as of December ___, 2009.

      


      
        	 
      	
                CABELA’S
      INCORPORATED

                CABELA’S
      OUTDOOR ADVENTURES, INC.

                CABELA’S
      WHOLESALE, INC.

                CABELA’S
      VENTURES, INC.

                WW
      ACQUISITION COMPANY, LLC (FORMERLY WILD WINGS, LLC)

                LEGACY
      TRADING COMPANY

                CABELA’S
      TROPHY PROPERTIES, LLC

                CABELA’S
      MARKETING AND BRAND MANAGEMENT, INC.

                CABELA’S
      RETAIL LA, LLC

                ORIGINAL
      CREATIONS, LLC

                CABELA’S
      RETAIL GP, LLC

                CRLP,
      LLC

                CABELA’S
      RETAIL MO, LLC

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	
                Ralph
      W. Castner

              
	 
      	
                Title:

              	
                Vice
      President, CFO

                Secretary
      or Treasurer

              
	 
      	 
      	 
      
	 
      	
                VAN
      DYKE’S RESTORERS, INC. (FORMERLY VAN DYKE SUPPLY COMPANY,
      INC.)

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	
                Jeff
      Jung

              
	 
      	
                Title:

              	
                Secretary
      and Treasurer

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                CABELA’S
      RETAIL TX, L.P.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                Cabela’s
      Retail GP, LLC

                Its:
      General Partner

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	
                Ralph
      W. Castner

              
	 
      	
                Title:

              	
                Secretary
      and Treasurer

              


      

       

      
        Ex
A-3


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      
        	 
      	
                CABELA’S
      RETAIL IL, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	
                Ralph
      W. Castner

              
	 
      	
                Title:

              	
                Secretary
      and Treasurer

              


      

       

      
        Ex
A-4



      


      Back to Form 8-K