**EXHIBIT
      10**


Execution
      Copy


**FIRST
      AMENDMENT TO SECOND AMENDED AND RESTATED**


**CREDIT
      AGREEMENT**





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





RECITALS





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





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





AGREEMENT





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





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.





AMENDMENTS.  THE
      CREDIT AGREEMENT IS HEREBY AMENDED AS FOLLOWS:





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




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








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





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





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





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





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





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





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





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





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





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








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





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





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





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





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





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





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





EFFECTIVENESS
      OF AMENDMENTS.  THE AMENDMENTS CONTAINED IN THIS AMENDMENT SHALL
      BECOME EFFECTIVE UPON DELIVERY BY THE BORROWERS OF, AND COMPLIANCE BY THE
      BORROWERS WITH, THE FOLLOWING:





This
      Amendment, duly executed by the Borrowers.





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





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





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.





REPRESENTATIONS,
      WARRANTIES, AUTHORITY, NO ADVERSE CLAIM.





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.





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.





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.





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.





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.





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.





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.








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.





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.


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.





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.]








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





CABELA’S
                INCORPORATEDCABELA’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, LLCCABELA’S
                LODGING, LLCLEGACY
                TRADING COMPANYCABELA’S
                TROPHY PROPERTIES, LLCCABELA’S
                MARKETING AND BRAND
              MANAGEMENT,
                INC.CABELA’S
                RETAIL LA, LLCORIGINAL
                CREATIONS, LLCCABELA’S
                RETAIL GP, LLCCRLP,
                LLCCABELA’S
                RETAIL MO, LLCBy:
            /s/
                Ralph W. CastnerName:
            Ralph
                W. CastnerTitle:
            Vice
                President, CFO
              Secretary
                or TreasurerVAN
                DYKE SUPPLY COMPANY, INC.By:
            /s/
                Jeff JungName:
            Jeff
                JungTitle:
            Secretary
                and TreasurerCABELA’S
                RETAIL TX, L.P.By:
            Cabela’s
                Retail GP, LLCIts:
            General
                PartnerBy:
            /s/
                Ralph W. CastnerName:
            Ralph
                W. CastnerTitle:
            Secretary
                and TreasurerCABELA’S
                RETAIL IL, INC.By:
            /s/
                Ralph W. CastnerName:
            Ralph
                W. CastnerTitle:
            Secretary
                and Treasurer




[Signature
      Page 1 to First Amendment to


Second
      Amended and Restated Credit Agreement]








U.S.
                BANK NATIONAL ASSOCIATION,
              in
                its individual corporate capacity and as
              Administrative
                AgentBy:
            /s/
                James M. WilliamsName:
            James
                M. WilliamsTitle:
            Vice
                President




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








LASALLE
                BANK NATIONAL ASSOCIATIONBy:
            /s/
                Darren L. LemkauName:
            Darren
                L. LemkauTitle:
            Senior
                Vice President




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











WACHOVIA
                BANK, NATIONAL ASSOCIATIONBy:
            /s/
                Mark S. SuppleName:
            Mark
                S. SuppleTitle:
            Vice
                President




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








COMERICA
                BANKBy:
            /s/
                Timothy O’RourkeName:
            Timothy
                O’RourkeTitle:
            Vice
                President




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








WELLS
                FARGO BANK, NATIONAL ASSOCIATIONBy:
            /s/
                Bill WeberName:
            Bill
                WeberTitle:
            Vice
                President




[Signature
        Page 6 to First Amendment to
 Second
        Amended and Restated Credit Agreement]   
 
  JPMORGAN
                      CHASE BANK, N.A.By:
                  /s/
                      Christine HerrickName:
                  Christine
                      HerrickTitle:
                  Vice
                      President
 [Signature
            Page 7 to First Amendment to
 Second
            Amended and Restated Credit Agreement]











SOVEREIGN
                BANKBy:
            /s/
                Jeffrey N. KauffmanName:
            Jeffrey
                N. KauffmanTitle:
            Vice
                President





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





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