FIRST AMENDMENT AGREEMENT TO Note Purchase Agreements

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

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 1.1.      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.

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.

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 4.1 .    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.

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