Cabelas 10-Q 2006 Q3 Quarterly report

Exhibit 10

FIRST AMENDMENT AGREEMENT

TO

Re:Note Purchase Agreements Dated as of September 5, 2002

Dated as of

October 31, 2005

To each of the holders (the “Holders”) of Notes

under the Note Agreements (hereinafter defined)

Ladies and Gentlemen:

Reference is made to the separate Note Purchase Agreements, each dated as of September 5, 2002 (as amended from time to time by joinder agreements, the “Existing Note Agreements” and, as amended hereby, the “Note Agreements”), between Cabela’s Incorporated (the “Company”) and the Subsidiaries of the Company consisting of (i) Cabela’s Retail, Inc., (ii) Van Dyke Supply Company, Inc., (iii) Cabela’s Ventures, Inc., (iv) Cabela’s Outdoor Adventures, Inc., (v) Cabela’s Catalog, Inc., (vi) Cabela’s Wholesale, Inc. (vii) Cabela’s Marketing and Brand Management, Inc., (viii) Cabelas.Com, Inc., (ix) Wild Wings, LLC, (x) Cabela’s Lodging, LLC, (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, and (xvi) CRLP, LLC (such subsidiaries being “Co-Obligor Subsidiaries” and together with the Company, the “Obligors”), and each of the Purchasers named in Schedule A thereto, respectively, under and pursuant to which $125,000,000 aggregate principal amount of 4.95% Senior Notes, Series 2002-A, due September 5, 2009 (the “Notes”) of the Obligors were issued.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Obligors request the amendment of a certain provision of the Existing Note Agreements as hereinafter provided.

Upon your acceptance hereof in the manner hereinafter provided and upon satisfaction of all conditions to the effectiveness hereof and receipt by the Obligors of similar acceptances from the Holders of the Notes, this First Amendment Agreement shall constitute a contract between us amending the Existing Note Agreements, as of the Closing Date (hereinafter defined), but only in the respects hereinafter set forth:

SECTION 1. AMENDMENT TO EXISTING NOTE AGREEMENTS.

 SECTION 1.1. Section 8.1 of the Existing Note Agreements shall be and is hereby amended by replacing the reference to “$20,000,000” with “$25,000,000.”

First Amendment Agreement to

Note Purchase Agreements

Cabela's Incorporated et al.

SECTION 2. CONDITIONS PRECEDENT.

This First Amendment Agreement shall not become effective until, and shall become effective on, the Business Day when each of the following conditions shall have been satisfied (the “Closing Date”):

(a)Each Holder shall have received this First Amendment Agreement, duly executed by the Obligors.

(b)The Holders shall have consented to this First Amendment Agreement as evidenced by their execution thereof, in accordance with Section 17.1 of the Note Agreements.

(c)The representation and warranty of the Obligors set forth in Section 3 hereof shall be true and correct in all material respects as of the date of the execution and delivery of this First Amendment Agreement.

SECTION 3. REPRESENTATION AND WARRANTY.

The Obligors hereby represent and warrant that as of the date hereof and as of the date of execution and delivery of this First Amendment Agreement, there are no Defaults or Events of Default under the Existing Note Agreements before and after giving effect to this First Amendment Agreement.

SECTION 4. MISCELLANEOUS.

 Section 4.1.Except as amended herein, all terms and provisions of the Existing Note Agreements and the Notes and related agreements and instruments are hereby ratified, confirmed and approved in all respects.

 Section 4.2.Any and all notices, requests, certificates and other instruments, including the Notes, may refer to the Note Agreements without making specific reference to this First Amendment Agreement, but nevertheless all such references shall be deemed to include this First Amendment Agreement unless the context shall otherwise require.

 Section 4.3.This First Amendment Agreement and all covenants herein contained shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereunder. All covenants made by the Obligors herein shall survive the closing and the delivery of this First Amendment Agreement.

 Section 4.4.This First Amendment Agreement shall be governed by and construed in accordance with Nebraska law.

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First Amendment Agreement to

Note Purchase Agreements

Cabela's Incorporated et al.

 Section 4.5.The capitalized terms used in this First Amendment Agreement shall have the respective meanings specified in the Note Agreements unless otherwise herein defined, or the context hereof shall otherwise require.

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First Amendment Agreement to

Note Purchase Agreements

Cabela's Incorporated et al.

The execution hereof by the Holders shall constitute a contract among the Obligors and the Holders for the uses and purposes hereinabove set forth. This First Amendment Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.

CABELA'S INCORPORATED
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Chief Financial Officer
CABELA'S RETAIL, INC.
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer
VAN DYKE SUPPLY COMPANY, INC.
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer
CABELA'S VENTURES, INC.
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer

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First Amendment Agreement to

Note Purchase Agreements

Cabela's Incorporated et al.

CABELA'S OUTDOOR ADVENTURES, INC.
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer
CABELA'S CATALOG, INC.
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer
CABELA'S WHOLESALE, INC.
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer
CABELA'S MARKETING AND BRAND     MANAGEMENT, INC.
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer
CABELAS.COM, INC.
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer

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First Amendment Agreement to

Note Purchase Agreements

Cabela's Incorporated et al.

WILD WINGS, LLC
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer
CABELA'S LODGING, LLC
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer
CABELA'S RETAIL LA, LLC
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer
CABELA'S TROPHY PROPERTIES, LLC
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer

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First Amendment Agreement to

Note Purchase Agreements

Cabela's Incorporated et al.

ORIGINAL CREATIONS, LLC
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer
CABELA'S RETAIL TX, L.P.
By:	CABELA'S RETAIL GP, LLC, General     Partner
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer
CABELA'S RETAIL GP, LLC
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer
CRLP, LLC
By	/s/ Ralph Castner
	Name: Ralph Castner
	Title:   Secretary/Treasurer

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First Amendment Agreement to

Note Purchase Agreements

Cabela's Incorporated et al.

This foregoing First Amendment Agreement is hereby accepted and agreed to as of the date aforesaid.

JACKSON NATIONAL LIFE INSURANCE COMPANY
By:	PPM America, Inc., as attorney in fact, on behalf of Jackson National Life Insurance Company
	By:	/s/ Mark Staub
		Name: Mark Staub
		Title:   Vice President
JACKSON NATIONAL LIFE INSURANCE COMPANY    OF NEW YORK
By:	PPM America, Inc., as attorney in fact, on behalf of Jackson National Life Insurance Company of New York
	By:	/s/ Mark Staub
		Name: Mark Staub
		Title:   Vice President
THE PRUDENTIAL ASSURANCE COMPANY    LIMITED
By:	PPM America, Inc., as attorney in fact, on behalf of The Prudential Assurance Company Limited
	By:	/s/ Mark Staub
		Name: Mark Staub
		Title:   Vice President

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First Amendment Agreement to

Note Purchase Agreements

Cabela's Incorporated et al.

FIRST SUNAMERICA LIFE INSURANCE COMPANY
AIG SUNAMERICA LIFE ASSURANCE COMPANY    F.K.A AND D.B.A. ANCHOR NATIONAL LIFE    INSURANCE COMPANY
By:	AIG Global Investment Corp., investment adviser
	By:	/s/ Gerald F. Herman
		Name: Gerald F. Herman
		Title:   Vice President

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First Amendment Agreement to

Note Purchase Agreements

Cabela's Incorporated et al.

GENERAL ELECTRIC CAPITAL ASSURANCE    COMPANY
	By:	/s/ Scott A. Sell
		Name: Scott A. Sell
		Title:   Investment Officer
GE LIFE AND ANNUITY ASSURANCE COMPANY
	By:	/s/ Scott A. Sell
		Name: Scott A. Sell
		Title:   Investment Officer

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First Amendment Agreement to

Note Purchase Agreements

Cabela's Incorporated et al.

TEACHERS INSURANCE AND ANNUITY    ASSOCIATION OF AMERICA
By:	/s/ Ho Young Lee
	Name: Ho Young Lee
	Title:   Director
TIAA-CREF LIFE INSURANCE COMPANY
By:	Teachers Insurance and Annuity Association of America, as Investment Manager
	By:	/s/ Ho Young Lee
		Name: Ho Young Lee
		Title:   Director

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First Amendment Agreement to

Note Purchase Agreements

Cabela's Incorporated et al.

NATIONWIDE LIFE INSURANCE COMPANY NATIONWIDE LIFE AND ANNUITY INSURANCE    COMPANY PROVIDENT MUTUAL LIFE INSURANCE COMPANY
	By:	/s/ Mark W. Poeppelman
		Name: Mark W. Poeppelman
		Title:   Authorized Signatory

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First Amendment Agreement to

Note Purchase Agreements

Cabela's Incorporated et al.

PACIFIC LIFE INSURANCE COMPANY
	By:	/s/ Lori A. Johnstone
		Name: Lori A. Johnstone
		Title:   Assistant Vice President
	By:	/s/ David C. Patch
		Name: David C. Patch
		Title:   Assistant Secretary
MASSACHUSETTS MUTUAL LIFE INSURANCE    COMPANY
By:	Babson Capital Management LLC as Investment Adviser
	By:	/s/ Jeffrey A. Dominick
		Name: Jeffrey A. Dominick
		Title:   Managing Director
C.M. LIFE INSURANCE COMPANY
By:	Babson Capital Management LLC as Investment Sub-Adviser
	By:	/s/ Jeffrey A. Dominick
		Name: Jeffrey A. Dominick
		Title:   Managing Director

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First Amendment Agreement to

Note Purchase Agreements

Cabela's Incorporated et al.

MASSMUTUAL ASIA LIMITED
By:	Babson Capital Management LLC as Investment Adviser
	By:	/s/ Jeffrey A. Dominick
		Name: Jeffrey A. Dominick
		Title:   Managing Director

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First Amendment Agreement to

Note Purchase Agreements

Cabela's Incorporated et al.

PRINCIPAL LIFE INSURANCE COMPANY
By:	Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory
	By:	/s/ Colin Pennycooke
		Name: Colin Pennycooke
		Title:   Counsel
	By:	/s/ Christopher J. Henderson
		Name: Christopher J. Henderson
		Title:   Counsel

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