Amendment No.5 to Note Agreements



 Exhibit 4.13 
  
 CABELA’S INCORPORATED 
  
 AMENDMENT NO. 5 TO NOTE AGREEMENTS 
 AND EXISTING NOTES 
  
 Re: Note Agreements dated as
of January 1, 1995 
 and 
 $10,000,000 8.79% Senior Notes, Series A 
 Due January 1, 2007 
 and 
 $5,000,000 9.01% Senior Notes, Series B 
 Due January 1, 2007 
 and 
 $5,000,000 9.19% Senior Notes, Series C 
 Due
January 1, 2010 
  

			
	 To the Holders of the Notes
 named on Schedule I hereto
	 	 Dated as of
 May 5, 2004


  
 Ladies and Gentlemen: 
  
 Reference is hereby made to the separate Note Agreements, dated as of January
1, 1995, by and among Cabela’s Incorporated, a Nebraska corporation which merged with and into Cabela’s Incorporated, a Delaware corporation (the “Company”), and each of you (as heretofore amended by Amendment No.
1, dated as of June 30, 1997, Amendment No. 2, dated as of September 1, 2000, Amendment No. 3, dated as of October 9, 2001, and Amendment No. 4, dated as of September 5, 2000 (as so amended, the “Existing Note Agreements”) and as
further amended by this Amendment No. 5, dated as of May 5, 2004, the “Note Agreements”) under and pursuant to which $10,000,000 aggregate principal amount of 8.79% Senior Notes, Series A due January 1, 2007 (the “Series A
Notes”), $5,000,000 aggregate principal amount of 9.01% Senior Notes, Series B due January 1, 2007 (the “Series B Notes”) and $5,000,000 aggregate principal amount of 9.19% Senior Notes, Series C due January 1, 2010 (the
“Series C Notes” and, collectively with the Series A Notes and the Series B Notes, the “Existing Notes”) of the Company were issued. Capitalized terms not otherwise defined herein shall have the respective meanings
ascribed thereto in the Note Agreements. 
  
 SECTION 1. AMENDMENTS TO NOTE
AGREEMENTS. 
  
 Section 1.1 Section 5.18(b) is hereby
amended by adding the following sentence after the current last sentence thereto: 
  
 “Notwithstanding the foregoing, a Subsidiary shall not be required to comply with Section 5.18(a) if at the closing of the formation or acquisition the assets of such Subsidiary, together with the assets
of each other Subsidiary that is not Obligor, have a value of less than $5,000,000. If at any time after the closing of the formation or acquisition the value of the assets of a Subsidiary exempt from being an Obligor pursuant to the prior sentence,
together with the value of the assets of each other Subsidiary that is not an Obligator, equals or exceeds $5,000,000, such Subsidiary shall promptly comply with the requirements set forth in Section 5.18(a).” 
  

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 Exhibit 4.13 
  
 Section 1.2 The following definitions in Section 8.1 are either added or otherwise restated as follows: 
  
 “Amendment No. 5” shall mean Amendment No.
5, dated as of May 5, 2004 to the Agreements, as previously amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4. 
  
 “Bank Agreement” shall mean the Credit Agreement, dated as of October 9, 2001, as amended or restated from time-to-time.

  
 “Banks” shall mean the banks
which are parties to the Bank Agreement. 
  
 “Fifth Amendment Closing Date” shall have the meaning set forth in Amendment No. 5. 
  
 “2002 Note Agreements” shall mean the separate Note Purchase Agreements, dated as of September 5, 2002, between the
Obligors and the 2002 Noteholders, as amended and restated from time-to-time. 
  
 “2002 Noteholders” shall mean the holders of the 2002 Notes. 
  
 SECTION 2. MISCELLANEOUS PROVISIONS. 
  
 Section 2.1 Counterparts. This Amendment No. 5 may be simultaneously executed in any number of counterparts, and all such counterparts together, each as an original, shall constitute but one and the same instrument.

  
 Section 2.2 Reference to Note Agreements. Any
and all notices, requests, certificates and any other instruments, including the Notes, may refer to the Note Agreements or the Note Agreements dated as of January 1, 1995, without making specific reference to this Amendment No. 5, but all such
references shall be deemed to include this Amendment No. 5. 
  
 Section 2.3 Joinder. Each of the Obligors hereby jointly and severally assumes and agrees to perform all of the terms, restrictions, obligations and conditions under the New Note Agreements and Notes, and by execution of this
Fifth Amendment agrees to be bound by each and all terms of the Note Agreements and New Notes. 
  
 The execution hereof by you shall constitute an agreement between us for the uses and purposes hereinabove set forth, and this Amendment No. 5 to Note Agreements may be executed in any number of counterparts, each
executed counterpart constituting an original but all together only one agreement. 
  

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 Exhibit 4.13 
  

			
	 CABELA’S INCORPORATED
 CABELA’S CATALOG, INC.
 CABELA’S MARKETING AND BRAND MANAGEMENT, 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, INC.
 HERTERS, LLC
 VAN DYKE SUPPLY COMPANY, INC.

		
	By:	 	/s/    RALPH CASTNER        
	 	 	

	 	 	 Ralph Castner, Vice President, Secretary or
 Manager



  

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 Accepted as of the Fifth 
 Amendment Closing Date. 
  

			
	UNITED OF OMAHA LIFE INSURANCE COMPANY
		
	By:	 	/s/    EDWIN H. GARRISON, JR.        
	 	 	

	 	 	Edwin H. Garrison, Jr.
	 Its:
	 	First Vice President
	
	COMPANION LIFE INSURANCE COMPANY
		
	By:	 	/s/    EDWIN H. GARRISON, JR.        
	 	 	

	 	 	Edwin H. Garrison, Jr.
	 Its:
	 	Authorized Representative
	
	MUTUAL OF OMAHA INSURANCE COMPANY
		
	By:	 	/s/    EDWIN H. GARRISON, JR.        
	 	 	

	 	 	Edwin H. Garrison, Jr.
	 Its:
	 	First Vice President