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(joinder Agreement)

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Sectors: Specialty Retail
Governing Law: United States
Effective Date: June 15, 2007
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Exhibit 10.2





JOINDER AGREEMENT



This Joinder Agreement (this "Agreement"), dated as of June 15, 2007 (the " Effective Date"), is made by Cabela's Retail IL, Inc., an Illinois corporation (the "New Borrower"), in favor of U.S. Bank National Association, as Agent for the Banks under the Credit Agreement (each as defined below).





RECITALS



A. 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 Retail GP, LLC, a Nebraska limited liability company, CRLP, LLC, a Nebraska limited liability company, Legacy Trading Company, a South Dakota corporation, and Cabela's Retail MO, LLC, a Nebraska limited liability company (individually, an "Existing Borrower" and, collectively, the "Existing Borrowers"), the banks which are signatories hereto (individually, a "Bank" and, collectively, the "Banks"), and U.S. Bank National Association, one of the Banks, as agent for the Banks (in such capacity, the " Agent"), have entered into a Second Amended and Restated Credit Agreement, dated as of July 15, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"); and



B. The New Borrower desires to become a borrower under the Credit Agreement and the other Loan Documents (as defined therein).



NOW THEREFORE, for and in consideration of the mutual covenants, conditions, stipulations and agreements set forth herein and in the Credit Agreement and the other Loan Documents, and other valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby consents and agrees as follows:



1. Capitalized terms used in this Agreement, but not otherwise defined, shall have the meanings ascribed to them in the Credit Agreement.



2. Without in any manner affecting the Existing Borrowers' joint and several liability under the Loan Documents, the New Borrower hereby jointly and severally assumes and agrees to perform all of the terms, restrictions, obligations and conditions of a "Borrower" under the Credit Agreement, the Notes and, by execution of this Agreement, is hereby designated a "Borrower" for purposes of, and agrees to be bound by, each and all terms of the Credit Agreement and the Notes. Without limiting the generality of the forgoing, the New Borrower hereby (a) expressly agrees that it is jointly and severally liable for and assumes all Obligations under the Credit Agreement, the Notes and all other Loan Documents to which any Existing Borrower is a party, and (b) agrees to perform for the Agent's and the Banks' benefit and be bound by the terms and covenants of the Credit Agreement, the Notes or all other Loan Document to which any Existing Borrower is a party.








3. Subject to Section 5 hereof, the Agent confirms that the New Borrower is a "Borrower" under the Credit Agreement and all of the rights and obligations of a Borrower under the Credit Agreement shall inure to and bind, as a joint and several obligor, the New Borrower.



4. The New Borrower represents to the Agent and the Banks that:



(a) It is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the power and authority and the legal right to own and operate its properties and to conduct the business in which it is currently engaged.



(b) It has the power and authority and the legal right to execute and deliver, and to perform its obligations under, this Agreement, the Credit Agreement, the Notes and all other Loan Documents and has taken all necessary action required by its form of organization to authorize such execution, delivery a
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