EXHIBIT 1Joint Filing Agreement • February 9th, 2005 • Cabelas Inc • Retail-miscellaneous shopping goods stores
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934 (the "Act"), the undersigned hereby agree to file jointly the Statement on Schedule 13G with respect to the securities of Cabela's Incorporated, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Act. It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments thereto, filed on behalf of each of the parties hereto. In evidence thereof, the undersigned hereby
CABELA’S INCORPORATED INDEMNIFICATION AGREEMENTIndemnification Agreement • June 22nd, 2004 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , 2004 by and among Cabela’s Incorporated, a Delaware corporation (the “Company”) and (the “Indemnitee”).
VOTING AGREEMENTVoting Agreement • October 7th, 2016 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of October 3, 2016, is entered into by and among Bass Pro Group, LLC, a Delaware limited liability company (“Parent”), Prairie Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), Cabela’s Incorporated, a Delaware corporation (the “Company”), and the Person set forth on Schedule A (“Stockholder”).
STOCK OPTION AGREEMENTStock Option Agreement • July 30th, 2010 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Delaware
STOCK OPTION AGREEMENT dated as of the Grant Date (as hereafter defined), by and between Cabela’s Incorporated, a Delaware corporation (the "Company"), and the undersigned non-employee director of the Company (the "Grantee").
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • August 7th, 2015 • Cabelas Inc • Retail-miscellaneous shopping goods stores
Joint Filing AgreementJoint Filing Agreement • February 11th, 2013 • Cabelas Inc • Retail-miscellaneous shopping goods stores
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934 (the “Act”), the undersigned hereby agree to file jointly the Statement on Schedule 13G with respect to the securities of Cabela’s Incorporated, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Act. It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments thereto, filed on behalf of each of the parties hereto. In evidence thereof, the undersigned hereby
FORM OF TRANCHE E NOTE CABELA'S INCORPORATEDCabelas Inc • August 7th, 2015 • Retail-miscellaneous shopping goods stores
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, hereby promises to pay to [____________], or registered assigns, the principal sum of [____________] DOLLARS (or so much thereof as shall not have been prepaid) on December 3, 2025 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30‑day months) (a) on the unpaid balance hereof at the rate of 4.11% per annum from the date hereof, payable semiannually, on the 3rd day of June and December in each year, commencing with the June 3 or December 3 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annu
PROPRIETARY MATTERS AGREEMENTProprietary Matters Agreement • March 19th, 2009 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Nebraska
MANAGEMENT CHANGE OF CONTROL SEVERANCE AGREEMENTManagement Change of Control Severance Agreement • March 19th, 2009 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Delaware
RICHARD N. CABELA EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 23rd, 2004 • Cabelas Inc • Nebraska
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective the 1st day of January 2004 by and between Cabela’s Incorporated, a Nebraska corporation (hereinafter “Company”) and Richard N. Cabela (hereinafter “Executive”).
12,000,000 Shares CABELA’S INCORPORATED Class A Common Stock, $0.01 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2004 • Cabelas Inc • Retail-miscellaneous shopping goods stores • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 15th, 2005 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Nebraska
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 15, 2005 (the “Credit Agreement”), is by and between CABELA’S INCORPORATED, a Delaware corporation (“Cabela’s”), 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
ContractExecutive Employment Agreement • February 22nd, 2016 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Delaware
This Executive Employment Agreement (“Agreement”) is entered into effective this 17th day of February, 2016 (the “Effective Date”) by and between Michael Copeland (“Executive”) and Cabela’s Incorporated, a Delaware corporation (“Company”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 6th, 2014 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Delaware
RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of the Grant Date (as stated below), by and between Cabela’s Incorporated, a Delaware corporation (the "Company"), and you as a selected employee of the Company or one of its Subsidiaries (the "Grantee").
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 12th, 2012 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Nebraska
This Executive Employment Agreement (“Agreement”) is entered into effective this 6th day of June, 2012 (the “Effective Date”) by and between Joseph M. Friebe (“Executive”) and Cabela’s Incorporated, a Delaware corporation (“Company”).
CONFIDENTIALITY AND NONCOMPETITION AGREEMENTConfidentiality and Noncompetition Agreement • May 12th, 2005 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Nebraska
THIS AGREEMENT is made and entered into effective the *** day of ***, 20***, by and between Cabela’s Incorporated, a Delaware corporation (“Cabela’s”) and *** (“Employee”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 19th, 2009 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Delaware
SALE AND PURCHASE AGREEMENT BY AND AMONG CABELA’S INCORPORATED, WORLD’S FOREMOST BANK AND CAPITAL ONE, NATIONAL ASSOCIATION Dated as of October 3, 2016Sale and Purchase Agreement • October 7th, 2016 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Delaware
This Sale and Purchase Agreement (this “Agreement”) is made and entered into as of the 3rd day of October, 2016 by and among Cabela’s Incorporated, a Delaware corporation (“Parent”), World’s Foremost Bank, a Nebraska banking corporation (“Seller”), and Capital One, National Association, a national banking association (“Purchaser”).
PROPRIETARY MATTERS AGREEMENTProprietary Matters Agreement • March 6th, 2014 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Delaware
THIS PROPRIETARY MATTERS AGREEMENT (“Agreement”) is made by and between Cabela’s Incorporated, a Delaware corporation (“Company” or “Cabela’s”), and you as a selected employee of the Company or one of its Subsidiaries (“Employee”), effective as of the date of your acceptance.
AMENDED AND RESTATED MANAGEMENT CHANGE OF CONTROL SEVERANCE AGREEMENTManagement Change of Control Severance Agreement • December 17th, 2009 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Delaware
This Amended and Restated Management Change of Control Severance Agreement (this “Agreement”) is dated this day of , (the “Effective Date”), by and among Cabela’s Incorporated, a Delaware corporation (the “Company”), and (the “Executive”).
ADDENDUMCabelas Inc • May 12th, 2005 • Retail-miscellaneous shopping goods stores • Delaware
WHEREAS, Cabela’s Incorporated, a Delaware corporation (“Company”) and James W. Cabela (“Executive”) have entered into that certain Executive Employment Agreement effective the 1st day of January, 2004 (the “Agreement”); and
AMENDMENT TO AGREEMENT AND PLAN OF MERGERTo Agreement • April 18th, 2017 • Cabelas Inc • Retail-miscellaneous shopping goods stores
This Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of April 17, 2017, among Bass Pro Group, LLC, a Delaware limited liability company (“Parent”), Prairie Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and Cabela’s Incorporated, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of October 3, 2016, by and among Parent, Sub and the Company, prior to giving effect to this Amendment.
THIRD AMENDED AND RESTATED INTERCREDITOR AGREEMENT Dated as of February 27, 2006 Among United of Omaha Life Insurance Company, Companion Life Insurance Company and Mutual of Omaha Insurance Company (the “1995 Noteholders”) and Jackson National Life...Intercreditor Agreement • March 3rd, 2006 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Nebraska
THIRD AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated for convenience as of February 27, 2006 between (i) United of Omaha Life Insurance Company, Companion Life Insurance Company and Mutual of Omaha Insurance Company 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, Genworth Life Insurance Company, Genworth Life and Annuity Insurance 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 parties to the 2002 Note Agreement
CLUB Outfitter] Dear [ ]:Cabelas Inc • March 3rd, 2017 • Retail-miscellaneous shopping goods stores • Delaware
As you know, on October 3, 2016, Cabela’s Incorporated (“Cabela’s”) and Bass Pro Group, LLC, a Delaware limited liability company (“Bass Pro”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which a subsidiary of Bass Pro will merge with and into Cabela’s, causing Cabela’s to become a wholly owned subsidiary of Bass Pro (the “Merger”).
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...Intercreditor Agreement • March 1st, 2010 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Nebraska
FOURTH AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated for convenience as of June 15, 2007 between (i) United of Omaha Life Insurance Company, Companion Life Insurance Company and Mutual of Omaha Insurance Company 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, Genworth Life Insurance Company, Genworth Life and Annuity Insurance 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 parties to the 2002 Note Agreements (
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 5th, 2007 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Nebraska
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), made and entered into as of August 15, 2007, is among Cabela’s Incorporated, a Delaware corporation, 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 Re
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 19th, 2009 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Nebraska
REVOLVING LOAN AGREEMENTRevolving Loan Agreement • May 5th, 2004 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Nebraska
THIS LOAN AGREEMENT (this “Agreement”), dated as of October 9, 2001, is entered into between World’s Foremost Bank, National Association, a national banking association with its main office located in Sidney, Nebraska (“Borrower”), and Wells Fargo Bank Nebraska, National Association, a national banking association with its main office located in Omaha, Nebraska and its principal lending office under this Agreement in Lincoln, Nebraska (“Bank”).
RETIREMENT AND GENERAL RELEASE AGREEMENTRetirement and General Release Agreement • February 1st, 2006 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Nebraska
This Retirement and General Release Agreement ("Agreement") is made and entered into this 30th day of January, 2006, by and between David A. Roehr ("Employee") and Cabela’s Incorporated (“Company”).
GUARANTYGuaranty • November 8th, 2011 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Nebraska
THIS GUARANTY (this “Guaranty”), dated as of November 2, 2011, is made and given by each of the guarantors signatory hereto (each a “Guarantor” and collectively, the “Guarantors”), in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Administrative Agent for the Lenders under the Credit Agreement described below (the “Administrative Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 23rd, 2004 • Cabelas Inc • Minnesota
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) made and entered into as of September 5, 2002, is by and among CABELA’S INCORPORATED, a Nebraska corporation (“Cabela’s”), 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 PROMOTIONS, INC., a Nebraska corporation, CABELAS.COM, INC., a Nebraska corporation (collectively, the “Existing Borrowers”), WILD WINGS, LLC, a Minnesota limited liability company (“Wild Wings”), CABELA’S LODGING, LLC, a Nebraska limited liability company (“Lodging”), and HERTER’S, LLC, a Nebraska limited liability company (“Herter’s”), the banks which are signatories hereto (individually, a “Bank” and, collectively, the “Banks”), LASALLE BANK NATIONAL ASSOCIATION, a national banking associ
Corporate Outfitter] Dear [ ]:Cabelas Inc • March 3rd, 2017 • Retail-miscellaneous shopping goods stores • Delaware
As you know, on October 3, 2016, Cabela’s Incorporated (“Cabela’s” or the “Company”) and Bass Pro Group, LLC, a Delaware limited liability company (“Bass Pro”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which a subsidiary of Bass Pro will merge with and into Cabela’s, causing Cabela’s to become a wholly owned subsidiary of Bass Pro (the “Merger”). In connection with the Merger Agreement, Cabela’s has agreed not to grant any equity-based compensation awards prior to the completion of the Merger. As a result, in place of an equity-based incentive award for 2017, Cabela’s has approved a cash-based incentive award, which is hereby granted to you as of the date of this letter (the “Grant Date”) and is subject to the following terms and conditions.
Joint Filing AgreementJoint Filing Agreement • February 9th, 2010 • Cabelas Inc • Retail-miscellaneous shopping goods stores
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934 (the “Act”), the undersigned hereby agree to file jointly the Statement on Schedule 13G with respect to the securities of Cabela’s Incorporated, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Act. It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments thereto, filed on behalf of each of the parties hereto. In evidence thereof, the undersigned hereby
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 17th, 2009 • Cabelas Inc • Retail-miscellaneous shopping goods stores • Nebraska
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), made and entered into as of December 11th, 2009, is among Cabela’s Incorporated, a Delaware corporation, Van Dyke’s Restorers, Inc. (formerly 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 Wholesale, Inc., a Nebraska corporation (for itself and as successor in interest to Cabela’s Catalog, Inc., Cabela’s Retail, Inc. and Cabelas.com, Inc.), Cabela’s Marketing and Brand Management, Inc., a Nebraska corporation, WW Acquisition Company, LLC (formerly Wild Wings, LLC), a Minnesota 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
CABELA’S INCORPORATED AMENDMENT NO. 5 TO NOTE AGREEMENTS AND EXISTING NOTES Re: Note Agreements dated as of January 1, 1995 and $10,000,000 8.79% Senior Notes, Series A Due January 1, 2007 and $5,000,000 9.01% Senior Notes, Series B Due January 1,...Cabelas Inc • May 26th, 2004 • Retail-miscellaneous shopping goods stores
Reference is hereby made to the separate Note Agreements, dated as of January 1, 1995, by and among Cabela’s Incorporated, a Nebraska corporation which merged with and into Cabela’s Incorporated, a Delaware corporation (the “Company”), and each of you (as heretofore amended by Amendment No. 1, dated as of June 30, 1997, Amendment No. 2, dated as of September 1, 2000, Amendment No. 3, dated as of October 9, 2001, and Amendment No. 4, dated as of September 5, 2000 (as so amended, the “Existing Note Agreements”) and as further amended by this Amendment No. 5, dated as of May 5, 2004, the “Note Agreements”) under and pursuant to which $10,000,000 aggregate principal amount of 8.79% Senior Notes, Series A due January 1, 2007 (the “Series A Notes”), $5,000,000 aggregate principal amount of 9.01% Senior Notes, Series B due January 1, 2007 (the “Series B Notes”) and $5,000,000 aggregate principal amount of 9.19% Senior Notes, Series C due January 1, 2010 (the “Series C Notes” and, collectively
