AMENDED AND RESTATED INTERCREDITOR AGREEMENT

SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated for convenience as of September 6, 2005 between (i) United of Omaha Life Insurance Company, Companion Life Insurance Company and Mutual of Omaha Insurance Company (collectively, the “1995 Noteholders” ) as parties to the 1995 Note Agreements (as hereinafter defined), (ii) Jackson National Life Insurance Company, Jackson National Life Insurance Company of New York, The Prudential Assurance Company Limited, AIG SunAmerica Life Assurance Company, First SunAmerica Life Insurance Company, General Electric Capital Assurance Company, GE Life and Annuity Assurance Company, Teachers Insurance and Annuity Association of America, TIAA-CREF Life Insurance Company, Nationwide Life Insurance Company, Nationwide Life and Annuity Insurance Company, Provident Mutual Life Insurance Company, Pacific Life Insurance Company, Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia Limited and Principal Life Insurance Company (collectively, the “2002 Noteholders” ) as parties to the 2002 Note Agreements (as hereinafter defined), (iii) LaSalle Bank National Association ( “LaSalle” ), Wachovia Bank, National Association ( “Wachovia” ), U.S. Bank National Association ( “U.S. Bank” ), Comerica Bank ( “Comerica” ), Wells Fargo Bank, National Association ( “Wells Fargo” ), Sovereign Bank ( “Sovereign” ) and JPMorgan Chase Bank, N.A. ( “JPMorgan” ), and, together with LaSalle, Wachovia, U.S. Bank, Comerica, Wells Fargo and Sovereign, individually, a “Bank,” and, collectively, the “Banks” , as parties to the New Bank Agreement (as hereinafter defined), (iv) U.S. Bank National Association, as Collateral Agent (the “Collateral Agent” ).

A.    Cabela’s Incorporated, a Delaware corporation (the “Company” ), entered into the separate Note Agreements dated as of January 1, 1995 (collectively, the “Original Note Agreements” ) with each of the 1995 Noteholders, pursuant to which the Company theretofore issued and sold to the 1995 Noteholders (i) $10,000,000 in aggregate principal amount of its 8.79% Senior Notes, Series A, due January 1, 2007 (the “1995 Series A Notes” ), (ii) $5,000,000 in aggregate principal amount of its 9.01% Senior Notes, Series B, due January 1, 2007 (the “1995 Series B Notes” ), and (iii) $5,000,000 in aggregate principal amount of its 9.19% Senior Notes, Series C, due January 1, 2010 (the “1995 Series C Notes” ) (the Series A Notes, the Series B Notes and the Series C Notes being collectively the “1995 Notes” ).

B.    The Company and certain of the Banks entered into a Credit Agreement dated as of October 9, 2001 with the borrowers thereunder consisting of the Company and the following Subsidiaries of the Company: (i) Cabela’s Catalog, Inc., (ii) Cabela’s Promotions, Inc. (now, Cabela’s Marketing and Brand Management, Inc.), (iii) Cabela’s Retail, Inc., (iv) Cabela’s Outdoor Adventures, Inc., (v) Cabelas.com, Inc., (vi) Cabela’s Wholesale, Inc., (vii) Cabela’s Ventures, Inc. and (viii) Van Dyke Supply Company, Inc. (together the “Original Co-Obligor Subsidiaries” and such Original Co-Obligor Subsidiaries, together with the Company, the “Original Obligors” ). The Company and certain of the Banks entered into an Amended and Restated Credit Agreement dated as of May 6, 2004 (the “2004 Bank Agreement” ) with the

borrowers thereunder consisting of the Company and the following Subsidiaries of the Company (such Subsidiaries being “2004 Co-Obligor Subsidiaries” , and such 2004 Co-Obligor Subsidiaries, together with the Company, the “2004 Obligors” ): (i) Cabela’s Retail, Inc., (ii) Van Dyke Supply Company, Inc., (iii) Cabela’s Venture, 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. (formerly known as Cabela’s Promotions Inc.), (viii) Cabelas.com, Inc., (ix) Wild Wings, LLC, (x) Cabela’s Lodging, LLC, (xi) Herter’s, LLC ( “Herter’s” ), (xii) Cabela’s Trophy Properties, LLC ( “Trophy” ), and (xiii) Original Creations, LLC ( “Creations” ). The Obligors (as hereinafter defined) and the Banks amended and restated the 2004 Bank Agreement by entering into a Second Amended and Restated Credit Agreement dated as of July 15, 2005 (the “New Bank Agreement” ) in which Herter’s is no longer a borrower thereunder and in which Cabela’s Retail LA, LLC, a Nebraska limited liability company ( “Cabela’s LA” ), Cabela’s Retail TX, L.P., a Nebraska limited partnership ( “Cabela’s TX” ), Cabela’s Retail GP, LLC, a Nebraska limited liability company ( “Cabela’s GP” ), CRLP, LLC, a Nebraska limited liability company ( “CRLP” and together with Cabela’s LA, Cabela’s TX, Cabela’s GP and the 2004 Obligors (except Herter’s, LLC), are collectively, the “Obligors” ) have become additional borrowers under the New Bank Agreement. The Obligors are sometimes referred to as “Borrowers” under the New Bank Agreement.

C.      The Original Note Agreements were amended and supplemented pursuant to the terms of (i) Amendment No. 1 dated as of June 30, 1997 between the Company and the 1995 Noteholders ( “Amendment No. 1” ), (ii) Amendment No. 2 dated as of September 1, 2000 between the Company and the 1995 Noteholders ( “Amendment No. 2” ), (iii) Amendment No. 3 dated as of October 9, 2001 between the Company and the 1995 Noteholders ( “Amendment No. 3” ), (iv) Amendment No. 4 dated as of September 5, 2002 between the Original Obligors and the 1995 Noteholders ( “Amendment No. 4” ), (v) Amendment No. 5 dated as of May 5, 2004 between the Original Obligors and the 1995 Noteholders ( “Amendment No. 5” ), and (vi) the Joinder Agreement dated as of July 30, 2004 by Trophy, Creations, Cabela’s LA, Cabela’s TX, Cabela’s GP and CRLP (as amended and restated by the Amended and Restated Joinder Agreement dated July 15, 2005 (the “A&R 1995 Joinder” )) (the Original Note Agreements, as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and the 1995 A&R Joinder being collectively, the “1995 Note Agreements” ).

D.      The Original Obligors, Wild Wings, LLC, Cabela’s Lodging, LLC, Herter’s, (collectively, the “2002 Obligors” ) and the 2002 Noteholders entered into the separate Note Purchase Agreements dated as of September 5, 2002 (collectively, the “Original 2002 Note Agreements” ) with each of the 2002 Noteholders pursuant to which the 2002 Obligors issued and sold to the 2002 Noteholders $125,000,000 in aggregate principal amount of its 4.95% Senior Notes, Series 2002-A, due September 5, 2009 (the “2002 Notes” ). The Original 2002 Note Agreements were amended and supplemented by the Joinder Agreement dated as of July 30, 2004 by Trophy, Creations, Cabela’s LA, Cabela’s TX, Cabela’s GP and CRLP (as amended and restated by the Amended and Restated Joinder Agreement dated July 15, 2005 (the “A&R 2002 Joinder” )) (the Original 2002 Note Agreements as amended and supplemented by the A&R 2002 Joinder are the “2002 Note Agreements” ).

E.      The 1995 Notes and all principal thereof, premium, if any, and interest thereon, the 2002 Notes and all principal thereof, premium, if any and interest thereon, the Bank Loans (as hereinafter defined) and all principal thereof and interest thereon and any and all other obligations of the Obligors to the 1995 Noteholders, the 2002 Noteholders and the Banks of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising or acquired, under the terms of the 1995 Notes, the 2002 Notes, the Bank Notes (as hereinafter defined), the 1995 Note Agreements, the 2002 Note Agreements, the New Bank Agreement or any other document or instrument executed and delivered by any of the Obligors pursuant to the 1995 Note Agreements, the 2002 Note Agreements, or the New Bank Agreement and any modification, renewal or replacement thereof, regardless of how they arise or are acquired or by what agreement or instrument, if any, including obligations to perform acts and refrain from taking action as well as obligations to pay money and including, without limitation, the obligation of the Obligors in respect of undrawn amounts of Letters of Credit, are hereinafter collectively referred to as the “Obligations.”

F.      The 1995 Noteholders, the 2002 Noteholders and the Banks have reached certain agreements concerning the interests of each and have set forth said agreements below.

Unless the context otherwise requires, the terms hereinafter set forth when used herein shall have the following meanings and the following definitions shall be equally applicable to both the singular and plural forms of any of the terms herein defined:

“Bank Loans” shall mean the Revolver Loans, the L/C Loans and the Swing Line Loans.

“Bank Notes” shall mean, collectively, the Revolving Loan Notes evidencing the Revolver Loans outstanding from time to time under the New Bank Agreement and the Swing Line Note evidencing the Swing Line Loans outstanding from time to time under the New Bank Agreement.

“Banks” shall have the meaning set forth in the introductory paragraph of this Agreement.

“Borrowers” shall have the meaning set forth in paragraph B of the Recitals hereto.

“Collateral” shall mean any amounts received by the Collateral Agent hereunder to pay Obligations including, without limitation, any Recoveries and any other collateral from time to time securing the Obligations.

“Collateral Agent” shall mean U.S. Bank National Association, in its capacity as collateral agent hereunder, and any successor collateral agent appointed pursuant to Section 5.6 hereof.

“Company” shall mean Cabela’s Incorporated, a Delaware corporation, and any Person who succeeds to all, or substantially all, of the assets and business of Cabela’s Incorporated.

“Event of Default” means (i) any Event of Default under the New Bank Agreement,  (ii) any Event of Default under the 1995 Note Agreements or (iii) any Event of Default under the 2002 Note Agreements.

“Funded L/C Obligations” shall mean at any time the obligations of the Borrowers with respect to any Letter of Credit which has been partially or fully drawn upon.

“L/C Funding Event” shall mean the occurrence of an event which causes an Unfunded L/C Obligation to become a Funded L/C Obligation.

“L/C Loans” means the loans of the Banks with respect to Letters of Credit.

“Letters of Credit” shall mean the Letters of Credit available to the Borrowers under the New Bank Agreement.

“New Bank Agreement” shall have the meaning set forth in paragraph B of the Recitals hereto.

“1995 Note Agreements” shall have the meaning set forth in paragraph C of the Recitals hereto.

“1995 Noteholders” shall mean United of Omaha Life Insurance Company, Companion Life Insurance Company and Mutual of Omaha Insurance Company, as the initial purchasers of the 1995 Notes, and any Persons who succeed to their respective benefits in accordance with Sections 6.3 and 6.7 hereof.

“1995 Notes” shall have the meaning set forth in paragraph A of the Recitals hereto.

“Nonpayment Event of Default” shall mean the occurrence of any Event of Default other than a Payment Event of Default.

“Notice of Actionable Default” shall mean a written notice issued by a Senior Creditor or Senior Creditors to the Collateral Agent, with a copy thereof to the Company, certifying (1) that a Payment Event of Default under the 1995 Note Agreements, the 2002 Note Agreements, or the New Bank Agreement, as the case may be, to which such Senior Creditor or Senior Creditors shall be a party has occurred and is continuing or (2) that a Nonpayment Event of Default under the 1995 Note Agreements, the 2002 Note Agreements or the New Bank Agreement, as the case may be, to which such Senior Creditor or Senior Creditors shall be a party has occurred and is continuing, and that at least 10 days prior to the issuance of such notice, a Senior Creditor shall have delivered to the Collateral Agent, the Company and every other Senior Creditor prior written notice of such Nonpayment Event of Default.

“Obligations” shall have the meaning set forth in paragraph E the Recitals hereto.

“Obligors” shall have the meaning set forth in paragraph B of the Recitals hereto.

“Original Co-Obligor Subsidiaries” shall have the meaning set forth in paragraph B of the Recitals hereto.

“Original Obligors” shall have the meaning set forth in paragraph B of the Recitals hereto.

“Payment Event of Default” shall mean (1) the occurrence of a default or an event of default under the 1995 Note Agreements as a result of the failure of the Obligors to pay when due principal of, premium, if any, or interest on any 1995 Note, (2) the occurrence of a default or an event of default under the 2002 Note Agreements as a result of the failure of the Obligors to pay when due principal of, premium, if any, or interest on any 2002 Note, (3) the occurrence of a default or an event of default under the New Bank Agreement as a result of the failure of the Obligors to pay when due interest, unused commitment fee and/or prepayment compensation, if any, or principal on the Revolver Loans or the Swing Line Loans, or (4) the occurrence of a default or an event of default under the New Bank Agreement as a result of the failure of the Obligors to pay when due reimbursement obligations on Letters of Credit.

“Person” shall mean an individual, partnership, corporation, limited liability company, bank, trust or unincorporated organization, and a government or agency or political subdivision thereof.

“Reallocation Event” shall mean an event which causes an Unfunded L/C Obligation to cease to exist without becoming a Funded L/C Obligation, including the termination of a Letter of Credit without being drawn upon.

“Recovery” shall have the meaning set forth in Section 3.4 hereof.

“Revolver Loans” shall mean the Revolver Loans available to the Borrowers under the New Bank Agreement.

“Secured Documents” shall mean the 1995 Notes, the 1995 Note Agreements, the 2002 Notes, the 2002 Note Agreements, the Bank Notes, the New Bank Agreement, the Letters of Credit and any and all amendments and supplements thereof.

“Senior Creditors” shall mean the 1995 Noteholders, the 2002 Noteholders and the Banks.

“Swing Line Loans” shall mean the Swing Line Loans available to the Borrowers under the New Bank Agreement.

“2004 Bank Agreement” shall have the meaning set forth in paragraph B of the Recitals hereto.

“2004 Co-Obligor Subsidiaries” shall have the meaning set forth in paragraph B of the Recitals hereto.

“2004 Obligors” shall have the meaning set forth in paragraph B of the Recitals hereto.

“2002 Note Agreements” shall have the meaning set forth in paragraph D of the Recitals hereto.

“2002 Noteholders” shall mean Jackson National Life Insurance Company, Jackson National Life Insurance Company of New York, The Prudential Assurance Company Limited, AIG SunAmerica Life Assurance Company, First SunAmerica Life Insurance Company, General Electric Capital Assurance Company, GE Life and Annuity Assurance Company, Teachers Insurance and Annuity Association of America, TIAA-CREF Life Insurance Company, Nationwide Life Insurance Company, Nationwide Life and Annuity Insurance Company, Provident Mutual Life Insurance Company, Pacific Life Insurance Company, Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia Limited and Principal Life Insurance Company, as the initial purchasers of the 2002 Notes, and any Persons who succeed to their respective benefits in accordance with Sections 6.3 and 6.7 hereof.

“2002 Notes” shall have the meaning set forth in paragraph D of the Recitals hereto.

“Unfunded L/C Obligations” shall mean at any time the obligations of the Borrowers to the Banks in respect of undrawn amounts of outstanding Letters of Credit issued by such Banks. Each such Unfunded Obligation will be deemed to be in an amount equal to the undrawn amount of the related Letter of Credit.

“Uniform Commercial Code” shall mean the Uniform Commercial Code, as in effect in the applicable jurisdiction.

Section 3.1.     Remedies . Upon receipt of a Notice of Actionable Default, the Collateral Agent shall, pursuant to the written direction of the Senior Creditor or Senior Creditors giving the Notice of Actionable Default, exercise each of the remedies available to the Collateral Agent and specified in each written direction to the Collateral Agent, it being expressly understood that no remedy herein conferred is intended to be exclusive of any other remedy or remedies; but each and every remedy shall be cumulative and shall be in addition to every other remedy given herein or now or hereafter existing at law or in equity or by statute; provided , that (i) a Notice of Actionable Default may be withdrawn at any time by delivery of a written notice to the Collateral Agent to such effect by the Senior Creditor or Senior Creditors which gave the Notice of Actionable Default and upon receipt of such written notice, the Collateral Agent shall no longer follow the written directions of such Senior Creditor or Senior Creditors with respect to the exercise of remedies hereunder, and (ii) if there shall be more than one Notice of Actionable Default outstanding at any time and the written directions from the respective Senior Creditors shall be conflicting, the Collateral Agent may exercise such remedies as it shall, in its sole discretion, deem appropriate, which will include the following:

(a)      The Collateral Agent shall have the right immediately and without prior notice or demand to set off against Obligations, whether or not due, all money and other amounts owed by the Collateral Agent in any capacity to any of the Obligors, and the Collateral Agent may freeze any bank account of any of the Obligors with the Collateral Agent prior to and in anticipation of said setoff;

(b)      The Collateral Agent may proceed to protect and enforce its rights by a suit or suits in equity or at law, or for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or for the enforcement of this Agreement, or for the enforcement of any other appropriate legal or equitable remedy permitted by applicable law.

Section 3.2.      Application of Proceeds and Other Recoveries . In the event that any Notice of Actionable Default shall have been delivered to the Collateral Agent, amounts recovered from the Obligors or pursuant to Section 3.4 hereof shall be applied, as promptly as reasonably practicable, but in no event later than 5 business days after receipt thereof, subject to the following provisions of this Section 3, to the payment of the Obligations as follows:

(a)      To the payment of costs and expenses of suit, if any, and the costs of collecting and recovering any such amounts including, without limitation, the reasonable compensation of the Collateral Agent, its agents, attorneys and counsel, and of all reasonable expenses, liabilities and advances incurred or made hereunder by the Collateral Agent;

(b)      to the application to the Obligations in the following order:

(i)      to pay all accrued interest, fees and other amounts (excluding the items described in clause (ii) below) which are payable under the Secured Documents apportioned among the Senior Creditors in proportion to the aggregate amount thereof then due each Senior Creditor;

(ii)      to be allocated among all outstanding principal, and premium, if any (including, in the case of the 1995 Notes, the Make-Whole Amounts, as defined in the 1995 Note Agreements and in the case of the 2002 Notes, the Make-Whole Amount as defined in the 2002 Note Agreements), due on the Bank Loans, the 1995 Notes, the 2002 Notes and all Unfunded L/C Obligations, apportioned among the Senior Creditors in proportion to the aggregate amount of (w) the outstanding principal of the Bank Loans, 1995 Notes or 2002 Notes of each Senior Creditor, (x) the aggregate Unfunded L/C Obligations of each Senior Creditor, and (y) the premium, if any, then due each Senior Creditor thereunder; and any amount so allocated under clauses (w) or (y) of this paragraph (b)(ii) to a Senior Creditor, shall be paid to such Senior Creditor and any amount so allocated under clause (x) of this paragraph (b)(ii) to any Senior Creditor shall be held in a separate subaccount established under Section 3.3 hereof for disposition in accordance with the provisions thereof;

(c)      the payment of the surplus, if any, to the Obligors, their successors or to whomsoever may be lawfully entitled to receive the same.

Section 3.3.      Subaccounts for Unfunded L/C Obligations . Whenever any amount ( “proceeds” ) is allocated to a Senior Creditor of Unfunded L/C Obligations pursuant to Section 3.2 above, such proceeds shall be held by the Collateral Agent for the benefit of such Senior Creditor and shall be suballocated by the Collateral Agent to separate subaccounts for each of the Unfunded L/C Obligations of such Senior Creditor based upon the Senior Creditors’ share of each of such Unfunded L/C Obligations. Upon the subsequent occurrence of an L/C Funding Event with respect to an Unfunded L/C Obligation to which proceeds have been suballocated, the Collateral Agent shall pay the amount(s) suballocated in respect of such Unfunded L/C Obligations (adjusted for any partial draws or investment losses or gains pursuant to this Section 3.3) to the Senior Creditors for whom the related subaccounts were established. Pending the distribution of such amounts, the Collateral Agent shall hold the amounts allocated to separate subaccounts pursuant to the foregoing provisions and may invest such amounts in direct obligations of the United States of America or obligations for which the full faith and credit of the United States is pledged to provide for the payment of principal and interest, maturing not more than 90 days from the date of such investment.

Upon the occurrence of a Reallocation Event with respect to any Unfunded L/C Obligation for which proceeds have been suballocated pursuant to the foregoing provisions of this Section 3.3, the Collateral Agent shall reapply the proceeds which have been so suballocated (adjusted for any investment losses or gains pursuant to this Section 3.3) as if such proceeds had then been received for application pursuant to Section 3.2 hereof.

Section 3.4.      Sharing of Recoveries . If (i) a Notice of Actionable Default shall have been delivered to the Collateral Agent and (ii) such Notice shall not have been withdrawn and the Event of Default described therein shall then be continuing, any Senior Creditor which shall receive any payment of any fee, expense, principal, premium or interest under any of the Secured Documents, including any amount received by the exercise of any right of setoff (any such payment or amount being hereinafter referred to as a “Recovery” ), shall pay the amount of such Recovery to the Collateral Agent for distribution to the Senior Creditors and the Collateral Agent shall pay such amount to the Senior Creditors in a