Form of 6.08% Senior Note, Series 2007-A, due June 15, 2017

 

[Form of 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. [______]	[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 [______________] 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.

 

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.

 

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:	Jeff Jung
		Title:	Secretary and Treasurer