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Exhibit
10
Execution
Copy
PROMISSORY
NOTE
| $50,000,000.00 |
October 22, 2007
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FOR VALUE RECEIVED , the undersigned, CABELA'S
INCORPORATED, a Delaware corporation (the “ Makers’
Agent ”), CABELA’S RETAIL, INC., a Nebraska
corporation, VAN DYKE SUPPLY COMPANY, INC., a South Dakota
corporation, CABELA’S VENTURES, INC., a Nebraska corporation,
CABELA’S OUTDOOR ADVENTURES, INC., a Nebraska corporation,
CABELA’S CATALOG, INC., a Nebraska corporation,
CABELA’S WHOLESALE, INC., a Nebraska corporation,
CABELA’S MARKETING AND BRAND MANAGEMENT, INC., a Nebraska
corporation, CABELAS.COM, INC., a Nebraska corporation, WILD WINGS,
LLC, a Minnesota limited liability company, CABELA’S LODGING,
LLC, a Nebraska limited liability company, CABELA’S RETAIL
LA, LLC, a Nebraska limited liability company, CABELA’S
TROPHY PROPERTIES, LLC, a Nebraska limited liability company,
ORIGINAL CREATIONS, LLC, a Minnesota limited liability company,
CABELA’S RETAIL TX, L.P., a Nebraska limited partnership,
CABELA’S RETAIL GP, LLC, a Nebraska limited liability
company, CRLP, LLC, a Nebraska limited liability company, LEGACY
TRADING COMPANY, a South Dakota corporation, CABELA’S RETAIL
MO, LLC, a Nebraska limited liability company and CABELA’S
RETAIL IL, INC., an Illinois corporation (each, including
Makers’ Agent, a “ Maker ” and,
collectively, the “ Makers ”), jointly and
severally hereby promise to pay to the order of U.S. BANK NATIONAL
ASSOCIATION (the “ Payee ”, which term includes
any subsequent holder hereof) at Minneapolis, Minnesota, or at such
other place as the Payee may from time to time hereafter designate
to the Maker in writing the principal sum of FIFTY MILLION DOLLARS
AND NO CENTS ($50,000,000.00) or, if less, the unpaid
principal of all amounts advanced hereunder by the Payee to the
Makers.
1.
Advances . Until the final
maturity of this Note, the Makers may from time to time so long as
no Event of Default has occurred and is continuing request an
advance (an “ Advance ”) hereunder (in minimum
amounts of $5,000,000 or integral multiples of $1,000,000 in excess
thereof) and repay (minimum repayments $5,000,000 or integral
multiples of $1,000,000 in excess thereof) and, upon repayment,
reborrow, provided that the aggregate unpaid principal amount of
all Advances hereunder shall never exceed $50,000,000 at any
time. In order to request an Advance hereunder the
Makers’ Agent shall give the Payee written notice of the
requested Advance which must be received by the Payee not later
than 11:00 AM (Minneapolis, Minnesota time) on the date of the
requested Advance if such Advance will be funded as an Advance that
will bear interest at the Prime Rate (a “ Prime Rate
Advance ”) or not later than 11:00 AM (Minneapolis,
Minnesota time) two Eurodollar Business Days prior to the date of
the requested Advance if such Advance will be funded as an Advance
that will bear interest by reference to the Eurodollar Rate (a
“ Eurodollar Rate Advance ”). In
giving such notice the Makers’ Agent shall specify the amount
and the date for the requested Advance, whether it will
be funded as a Prime Rate Advance or a Eurodollar Rate Advance and
certify that no Event of Default has occurred and is
continuing. For purposes of this Note, a “
Eurodollar Business Day ” means any day (other than a
Saturday, Sunday or legal holiday in the State of Minnesota) on
which banks are permitted to be open in Minneapolis, Minnesota and
that is also a day for trading by and between banks in United
States dollar deposits in the London interbank Eurodollar market
and a day on which banks are open for business in New York
City.
2.
Interest .
2.1.
Prime Rate Advances . The unpaid
principal balance of Prime Rate Advances from time to time
outstanding shall bear interest at a floating rate per annum equal
to the Prime Rate. For purposes of this Note, the
“Prime Rate” means, for any day, a fluctuating rate per
annum equal to the higher of (a) the Federal Funds Rate in effect
for such day plus ½ of 1% or (b) the rate of interest in
effect for such day as publicly announced from time to time by U.S.
Payee National Association as its “prime
rate.” The Payee may lend to its customers at
rates that are at, above or below the Prime Rate. In the
event of any changes in the Prime Rate, the rate applicable to
Prime Rate Advances shall change effective as of such change in the
Prime Rate. For purposes of this Note, the
“Federal Funds Rate” means for any day, the rate per
annum (rounded upwards to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal
Reserve Payee of New York on the business day next succeeding such
day; provided that (a) if such day is not a business day,
the Federal Funds Rate for such day shall be such rate on such
transactions on the first preceding business day as so published on
the next succeeding business day, and (b) if no such rate is so
published on such next succeeding business day, the Federal Funds
Rate for such day shall be the average rate charged to the Payee on
such day on such transactions as determined by the
Payee.
2.2.
Eurodollar Rate Advances . The
unpaid principal balance of Eurodollar Rate Advances shall bear
interest at a rate equal to 1% (the “ Applicable
Margin ”) plus the Eurodollar Rate for the
interest period selected by the Maker, which shall be either 1
month or, for a Eurodollar Rate Advance made as of the Effective
Date only, 2 month period (each, an “ Interest Period
”). For purposes of this Note, the
“Eurodollar Rate” means the average offered rate for
deposits in United States dollars (rounded upward, if necessary, to
the nearest 1/16 of 1%) for delivery of such deposits on the first
day of such Interest Period, for the number of days in such
Interest Period, which appears on Reuters Screen LIBOR01 or any
successor thereto as of 11:00 AM, London time (or such other time
as of which such rate appears) two Eurodollar Business Days prior
to the first day of such Interest Period, or the rate for such
deposits determined by the Payee at such time based on such other
published service of general application as shall be selected by
the Payee for such purpose; provided , that in lieu of
determining the rate in the foregoing manner, the Payee may
determine the rate based on rates at which United States dollar
deposits are offered to the Payee in the interbank Eurodollar
market at such time for delivery in immediately available funds on
the first day of such Interest Period in an amount approximately
equal to the Advance by the Payee to which such Interest Period is
to apply (rounded upward, if necessary, to the nearest 1/16 of
1%).
2.3.
Interest Accrual; Default Interest
. Interest shall be computed on the basis of actual days
elapsed and a year of 360 days. Upon the happening of
any Event of Default, this Note, at the option of the Payee, shall
bear interest until paid in full at a rate per annum equal to the
higher of (A) the rate otherwise applicable to such Advance
plus 2.0% and (B) the Prime Rate plus
2.0%. Default interest shall be payable on
demand.
2.4.
Interest Payments
. Interest on Prime Rate Advances
shall be payable in arrears on the last day of each month,
commencing October 31, 2007, and at final
maturity. Interest on Eurodollar Rate Advances shall be
payable on the last day of the Interest Period applicable thereto
and at final maturity.
2.5.
Conversion and Continuations
. In the event the Maker does not
timely select another Interest Rate option at least two Eurodollar
Business Days before the end of the Interest Period for a
Eurodollar Rate Advance, the Payee may at any time after the end of
the Interest Period convert such Eurodollar Rate Advance to a Prime
Rate Loan, but until such conversion, the funds advanced under the
Eurodollar Rate Advance shall continue to accrue interest at the
same rate as the interest rate in effect for such Eurodollar Rate
Advance prior to the end of the Interest Period.
2.6.
Limitations on Interest Periods and Eurodollar Rate
Advances . If any
Interest Period would otherwise end on a day which is not a
Eurodollar Business Day, then the Interest Period shall end on the
next succeeding Eurodollar Business Day unless the next succeeding
Eurodollar Business Day falls in another calendar month, in which
case the Interest Period shall end on the immediately preceding
Eurodollar Business Day. If any Interest Period begins on the last
Eurodollar Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at
the end of the Interest Period), then the Interest Period shall end
on the last Eurodollar Business Day of the calendar month at the
end of such Interest Period. No Eurodollar Rate
Advance may extend beyond the final maturity. In any
event, if the Interest Period for a Eurodollar Rate Advance should
happen to extend beyond the date specified in the preceding
sentence, such Advance must be prepaid on the date specified in the
preceding sentence. Notwithstanding anything
to the contrary, the Payee’s internal records of applicable
interest rates shall be determinative in the absence of manifest
error.
2.7.
Prepayment of Eurodollar Rate Advances
. If a Eurodollar Rate Advance is
prepaid prior to the end of the Interest Period for such Advance,
whether voluntarily or because prepayment is required due to the
relevant Advance maturing or due to acceleration of the relevant
Advance upon an Event of Default or otherwise, the Makers agree to
pay all of the Payee’s costs, expenses and Interest
Differential (as determined by the Payee) incurred as a result of
such prepayment. As used in this Note, “Interest
Differential” means that sum equal to the greater
of zero or the financial loss incurred by the Payee resulting from
prepayment, calculated as the difference between the amount of
interest the Payee would have earned (from like investments in the
money markets as of the first day of the Eurodollar Rate Advance)
had prepayment not occurred and the interest the Payee will
actually earn (from like investments in the money markets as of the
date of prepayment) as a result of the redeployment of funds from
the prepayment. Because of the short-term nature of the
Note facilities, the Makers agree that the Interest Differential
shall not be discounted to its present value. Any
prepayment of a Eurodollar Rate Advance shall be in an amount equal
to the remaining entire principal balance of such
Advance.
2.8.
Increased Cost .
If any regulatory change:
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(a)
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shall
subject the Payee to any tax, duty or other charge with respect to
its Eurodollar Rate Advances, the Note, its obligation to make
Eurodollar Rate Advances or shall change the basis of taxation of
payment to the Payee of the principal of or interest on Eurodollar
Rate Advances or any other amounts due under the Note in respect of
Eurodollar Rate Advances or its obligation to make Eurodollar Rate
Advances (except for changes in the rate of tax on the overall net
income of the Payee imposed by the jurisdiction in which the
Payee’s principal office is located); or
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(b)
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shall
impose, modify or deem applicable any reserve, special deposit,
capital requirement or similar requirement (including, without
limitation, any such requirement imposed by the Board of Governors
of the Federal Reserve Sys
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