<PAGE>
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                                                                   EXHIBIT 10.12



                                 PROMISSORY NOTE

<TABLE>
<CAPTION>
PRINCIPAL         LOAN DATE         MATURITY            LOAN NO        Call/Coll     ACCOUNT       OFFICER
<S>               <C>               <C>                 <C>            <C>           <C>          <C>
$7,500,000.00     05-15-2002        05-31-2003          1196058561                    86489
</TABLE>

BORROWER: The Buckle, Inc. (TIN: 47-0366193)   LENDER: Wells Fargo Bank
          2407 W 24th Street                           Nebraska, N. A.
          Kearney, NE 68845                            Kearney-Main
                                                       21 W. 21st Street
                                                       Kearney, NE 68847
--------------------------------------------------------------------------------

PRINCIPAL AMOUNT: $7,500,000.00 INITIAL RATE: 4.750%  DATE OF NOTE: May 15, 2002

PROMISE TO PAY. The Buckle, Inc. ("Borrower") promises to pay to Wells Fargo
Bank Nebraska, National Association ("Lender"), or order, in lawful money of the
United States of America, the principal amount of Seven Million Five Hundred
Thousand & 00/100 Dollars ($7,500,000.00) or so much as may be outstanding,
together with interest on the unpaid outstanding principal balance of each
advance. Interest shall be calculated from the date of each advance until
repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on May 31, 2003. In addition, Borrower will pay
regular monthly payments of all accrued unpaid interest due as of each payment
date, beginning June 30, 2002, with all subsequent interest payments to be due
on the last day of each month after that. Unless other wise agreed or required
by applicable law, payments will be applied first to accrued unpaid interest,
then to principal, and any remaining amount to any unpaid collection costs and
late charges. The annual interest rate for this Note is computed on a 365/360
basis; that is, by applying the ratio of the annual interest rate over a year of
360 days, multiplied by the outstanding principal balance, multiplied by the
actual number of days the principal balance is outstanding. Borrower will pay
Lender at Lender's address shown above or at such other place as Lender may
designate in writing.

VARIABLE INTEREST RATE. The interest rate on the Note is subject to change from
time to time based on changes in an index which is the Prime Rate set from time
to time by Wells Fargo Bank, N.A. ("Wells Fargo") that serves as the basis upon
which effective rates of interest are calculated for those loans making
reference thereto (the "Index"). The Index is not necessarily the lowest rate
charged by Lender on its loans and is set by Lender in its sole discretion. If
the Index becomes unavailable during the term of this loan, Lender my designate
a substitute index after notifying Borrower. Lender will tell Borrower the
current Index rate upon Borrower's request. The interest rate change will not
occur more often than each time the Index changes. Each change in the Prime Rate
of interest hereunder shall become effective on the date each Prime Rate change
is announced within Wells Fargo. Borrower understands that Lender may make loans
based on other rates as well. THE INDEX CURRENTLY IS 4.750% PER ANNUM. THE
INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL BALANCE OF THIS NOTE WILL BE
AT A RATE EQUAL TO THE INDEX, RESULTING IN AN INITIAL RATE OF 4.750% PER ANNUM.
NOTICE: Under no circumstances will the interest rate on this Note be more than
the maximum rate allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
of accrued unpaid interest. Rather, early payments will reduce the principal
balance due. Borrower agrees not to send Lender payments marked "paid in full",
"without recourse", or similar language. If Borrower sends such a payment,
Lender may accept it without losing any of Lender's rights under this Note, and
Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other conditions or limitations or
as full satisfaction of a disputed amount must be mailed or delivered to:
Minneapolis Loan Ops Center, 730 2nd Ave. South Suite 1000 Minneapolis, MN
55479.

LATE CHARGE: If a payment is 15 days or more late, Borrower will be charged
5.000% OF THE UNPAID PORTION OF THE REGULARLY SCHEDULED PAYMENT OR $15.00,
WHICHEVER IS GREATER.



<PAGE>

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 4.0000 percentage points
over the Index. The interest rate will not exceed the maximum rate permitted by
applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

         PAYMENT DEFAULT. Borrower fails to make and payment when due under this
         Note.

         OTHER DEFAULTS. Borrower fails to comply with or to perform any other
         term, obligation, covenant or condition contained in any other
         agreement between Lender and Borrower.

         DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults
         under any loan, extension of credit, security agreement, purchase or
         sales agreement, or any other agreement, in favor of any other creditor
         or person that may materially affect any of Borrower's property or
         Borrower's ability to repay this Note or perform Borrower's obligations
         under this Note or nay of the related documents.

         FALSE STATEMENTS. Any warranty, representation or statement made or
         furnished to Lender by Borrower or on Borrower's behalf under this Note
         or the related documents is false or misleading in any material
         respect, either now or at the time made or furnished or becomes false
         or misleading at any time thereafter.

         INSOLVENCY. The dissolution or termination of Borrower's existence as a
         going business, the insolvency of Borrower, the appointment of a
         receiver for any part of Borrower's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Borrower.

         CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Borrower or by any
         governmental agency against any collateral securing the loan. This
         includes a garnishment of any of Borrower's accounts, including deposit
         accounts, with Lender. However, this Event of Default shall not apply
         if there is a good faith dispute by Borrower as to the validity or
         reasonableness of the claim which is the basis of the creditor or
         forfeiture proceeding and if Borrower gives Lender written notice of
         the creditor or forfeiture proceeding and deposits with Lender monies
         or a surety bond for the creditor or forfeiture proceeding, in an
         amount determined by Lender, in its sole discretion, as being an
         adequate reserve or bond for the dispute.

         EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
         respect to any guarantor, endorser, surety, or accommodation party of
         any of the indebtedness or any guarantor, endorser, surety, or
         accommodation party dies or becomes incompetent, or revokes or disputes
         the validity of, or liability under, any guaranty of the indebtedness
         evidenced by this Note.

         CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent
         (25%) or more of the common stock of Borrower.

         ADVERSE CHANGE. A material adverse change occurs in Borrower's
         financial condition, or Lender believes the prospect of payment or
         performance of this Note is impaired.

         INSECURITY.  Lender in good faith believes itself insecure.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.

GOVERNING LAW. This Note will by governed by, construed and enforced in
accordance with federal law and the laws of the State of Nebraska. This Note has
been accepted by Lender in the State of Nebraska.


<PAGE>

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
debt against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided in this paragraph.

COLLATERAL.  This loan in unsecured.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note may be requested either orally or in writing by Borrower or by an
authorized person. Lender may, but need not, require that all oral requests be
confirmed in writing. All communications, instructions, or directions by
telephone or otherwise to Lender are to be directed to Lender's office shown
above. Borrower agrees to be liable for all sums either: (A) advanced in
accordance with the instructions of an authorized person or (B) credited to any
of Borrower's accounts with Lender. The unpaid principal balance owing on this
Note at any time may be evidenced by endorsements on this Note or by Lender's
internal records, including daily computer print-outs. Lender will have no
obligation to advance funds under this Note if: (A) Borrower or any guarantor is
in default under the terms of this Note or any agreement that Borrower or any
guarantor has with Lender, including any agreement made in connection with this
Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C)
any guarantor seeks, claims or otherwise attempts to limit, modify or revoke
such guarantor's guarantee of this Note or any other loan with Lender; (D)
Borrower has applied funds provided pursuant to this Note for purposed other
than those authorized by Lender; or (E) Lender in good faith believes itself
insecure.

COLLECTION FROM DEPOSIT ACCOUNT. Lender may collect principal, interest, fees,
charges, and other amounts due under this Note by charging Borrower's primary
deposit account as specified in the "Disbursement Request and Authorization"
executed by Borrower in connection with this Note for such amounts as they
become due, or such other deposit account of Borrower as Borrower may otherwise
designate. Should there be insufficient funds in said account to pay such sums
when due, the full unpaid amount of such sums shall be immediately due and
payable by Borrower.

DEFAULT RATE. At Lender's option and without prior notice, upon default or at
any time during the pendency of any event of default under this Note or any
related loan documents, Lender may increase the interest rate applicable to the
Note by four percent (4.0%) (the "Default Rate"), not to exceed the maximum
lawful rate. (If the applicable rate is floating or variable rate, then the
Default Rate will be a varying rate equal to the sum of the normally applicable
Index and spread, plus four percent.) The Default Rate shall remain in effect
until the default has been cured and that fact has been communicated to and
confirmed by Lender. Lender shall give written notice to Borrower of Lender's
imposition of the Default Rate. If the Note is not paid at maturity, Lender may
impose the Default Rate from the maturity date to the date paid in full without
notice. Lender's imposition of the Default Rate shall not constitute an election
of remedies or otherwise limit Lender's rights concerning other paragraph and
any other provision of this Note or any related agreement, the provisions of
this paragraph shall control. If a default rate is prohibited by applicable law,
then the interest rate applicable after default or maturity shall be the
prematurity rate which would be applicable in the absence of any default.

ADDITIONAL SECURITY. Notwithstanding anything to the contrary in this or any
related agreement, to further secure the indebtedness and obligations of the
Note and related loan documents, Borrower pledges and grants to Lender a
contractual right of offset and security interest in Borrower's accounts with
Lender and Borrower's accounts with any Wells Fargo Affiliate, whether checking,
savings, investment, or some other account, including without limitation,
accounts held jointly with others and accounts opened in the future, excluding
however all IRAs, Keogh accounts, and trust accounts to the extent a security
interest would be invalid or prohibited by law. As used herein, "Wells Fargo
Affiliate" means any present or future subsidiary of Wells Fargo & Company, and
any subsidiary thereof, any successors of such financial service companies.

LOAN FEE AUTHORIZATION. Borrower shall pay to Lender any and all fees as
specified in the "Disbursement Request and Authorization" executed by Borrower
in connection with this Note. Such fees are non-refundable and shall be due and
payable in full immediately upon Borrower's execution of this Note.

EXTENSION AND RENEWAL. Lender may, at Lender's discretion, renew or extend this
Note by written notice ("Renewal Notice") to Borrower. Such renewal or extension
shall be effective as of the maturity date of this Note,


<PAGE>

and may be conditioned among other things on modifications of Borrower's
obligations hereunder, including but not limited to a decrease in the amount
available under this Note, an increase in the interest rate applicable to this
Note and/or payment of a fee for such renewal or extension. In addition, Lender
may increase the principal amount available under the Note at any time. Borrower
shall be deemed to have accepted the terms of each Renewal Notice, including any
notice of an increase in availability, if Borrower does not deliver to Lender
written rejection of such renewal or extension within 10 days following the date
of such obligations under this Note, the term, "maturity date" as used in this
Note shall mean the new maturity date set forth in the Renewal Notice. This Note
may be renewed and extended repeatedly in this manner.

CREDIT BUREAU INQUIRIES. The parties hereto, and each individual signing below
in a representative capacity, agree that Lender may obtain business and/or
personal credit reports and tax returns on each of them in their individual
capacities.

APPLICATION OF PAYMENTS. Notwithstanding the application of payment provided in
the Payment section of this Note, unless otherwise agreed, all sums received
from Borrower may be applied to interest, fees, principal, or any other amounts
due to Lender in any order at Lender's sold discretion. If a final payment
amount is set out in the Payment section of this Note, Borrower understands that
it is an estimate, and that the actual final payment amount will depend upon
when payments are received and other factors.

FURTHER ASSURANCES. The parties hereto agree to do all things deemed necessary
by Lender in order to fully document the loan evidenced by this Note and any
related agreements, and will fully cooperate concerning the execution and
delivery of security agreements, stock powers, instructions and/or other
documents pertaining to any collateral intended to secure the Indebtedness. The
undersigned agree to assist in the cure of any defects in the execution,
delivery or substance of this Note and related agreements, and in the creation
and perfection of any liens, security interest or other collateral rights
securing this Note.

CONSENT TO SELL LOAN. The parties hereto agree: (a) Lender may sell or transfer
all or part of this loan to one or more purchasers, whether related or unrelated
to Lender; (b) Lender may provide to any purchaser, or potential purchaser, any
information or knowledge Lender may have about the parties or about and other
matter relating to this loan obligation, and the parties waive any rights to
privacy it may have with respect to such matters; (c) the purchaser of a loan
will be considered its absolute owner and will have all the rights granted under
the loan documents or agreements governing the sale of the loan; and (d) the
purchaser of a loan may enforce its interests irrespective of any claims or
defenses that the parties may have against Lender.

ARBITRATION AGREEMENT. Binding Arbitration. Lender, Borrower, and every other
party to this agreement hereby agree, upon demand by any party to submit any
Dispute to binding arbitration in accordance with the terms of this Arbitration
Program. A "Dispute" shall include any dispute, claim or controversy of any
kind, whether in contract or in tort, legal or equitable, now existing or
hereafter arising, relating in any way to this Agreement or any related
agreement incorporating this Arbitration Program (the "Documents"), or any past,
present, or future loans, transactions, contracts, agreements, relationships,
incidents or injuries of any kind whatsoever relating to or involving Business
Banking, Community Banking, or any successor group or department of Bank.
DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY.

   GOVERNING RULES. Any arbitration proceeding will (I) be governed by the
Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any
conflicting choice of law provision in any of the documents between the parties;
and (ii) be conducted by the American Arbitration Association ("AAA"), or such
other administrator as the parties shall mutually agree upon, in accordance with
the AAA's commercial dispute resolution procedures, unless the claim or
counterclaim is at least $1,000,000.00 exclusive of claimed interest,
arbitration fees and costs in which case the arbitration shall be conducted in
accordance with the AAA's optional procedures for large, complex commercial
disputes (the commercial dispute resolution procedures or the optional
procedures for large, complex commercial disputes to be referred to, as
applicable, as the "Rules"). If there is any inconsistency between the terms
hereof and the Rules, the terms and procedures set forth herein shall control.
Arbitration proceedings hereunder shall be conducted at a location mutually
agreeable to the parties, or if they cannot agree, then at a location selected
by the AAA in the state of the applicable substantive law primarily governing
the Credit. Any party who fails or refuses to submit to arbitration following a
demand by any other party shall bear all costs and expenses incurred by such
other party in compelling arbitration of any Dispute. Arbitration may be
demanded at any time, and may be compelled by summary proceedings in Court. The
institution and maintenance of an action for judicial relief of pursuit of a
provisional or ancillary remedy shall not constitute a waiver of the right of
any party, including the plaintiff, to submit the controversy or claim to
arbitration if any other party contests such action for judicial relief. The
arbitrator shall


<PAGE>

award all costs and expenses of the arbitration proceeding. Nothing contained
herein shall be deemed to be a waiver by any party that is a bank of the
protections afforded to it under 12 U.S.C. (Degree)91 or any similar applicable
state law.


NO WAIVER OF PROVISIONAL REMEDIES, SELF-HELP AND FORECLOSURE. The arbitration
requirement does not limit the right of any party to (I) foreclose against real
or personal property collateral; (ii) exercise self-help remedies relating to
collateral or proceeds of collateral such as setoff or repossession; or (iii)
obtain provisional or ancillary remedies such as replevin, injunctive relief,
attachment or the appointment of a receiver, before during or after the pendency
of any arbitration proceeding. This exclusion does not constitute a waiver of
the right or obligation of any party to submit any Dispute to arbitration or
reference hereunder, including those arising from the exercise of the actions
detailed in sections (I), (ii), and (iii) of this paragraph.

ARBITRATOR QUALIFICATIONS AND POWERS. Any arbitration proceeding in which the
amount in controversy in $5,000,000.00 or less will be decided by a single
arbitrator selected according to the Rules, and who shall not render an award of
greater than $5,000,000.00. Any Dispute in which the amount in controversy
exceeds $5,000,000.00 shall be decided by majority vote of a panel of three
arbitrators; provided however, that all three arbitrators must actively
participate in all hearings and deliberations. Every arbitrator must be a
practicing attorney or a retired member of the state or federal judiciary, in
either case with a minimum of ten years experience in the substantive law
applicable to the subject matter of the Dispute. The arbitrator will determine
whether or not an issue is arbitratable and will give effect to the statutes of
limitation in determining any claim. In any arbitration proceeding the
arbitrator will decide (by documents only or with a hearing at the arbitrator's
discretion) any pre-hearing motions which are similar to motions to dismiss for
failure to state a claim or motions for summary adjudication. The arbitrator
shall resolve all Disputes in accordance with the applicable substantive law and
may grant any remedy or relief that a court of such state could order of grant
within the scope hereof and such ancillary relief as is necessary to make
effective any award. The arbitrator shall also have the power to award recovery
of all costs and fees, to impose sanctions and to take such other action as the
arbitrator deems necessary to the same extent a judge could pursuant to the
Federal Rules of Civil Procedure, the applicable State Rules of Civil Procedure,
or other applicable law. Judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction.

   DISCOVERY. In any arbitration proceeding discovery will be permitted in
accordance with the Rules. All discovery shall be expressly limited to matters
directly relevant to the Dispute being arbitrated and must be completed no later
than 20 days before the hearing date and within 180 days of the filing of the
Dispute with the AAA. Any requests for and extension of the discovery periods,
or any discovery disputes, will be subject to final determination by the
arbitrator upon a showing that the request for discovery is essential for the
party's presentation and that no alternative means for obtaining information is
available.

MISCELLANEOUS. To the maximum extent practicable, the AAA, the arbitrators and
the parties shall take all action required to conclude any arbitration
proceeding within 180 days of the filing of the Dispute with the AAA. The
resolution of any Dispute shall by determined by a separate arbitration
proceeding and such Dispute shall not be consolidated with other disputes or
included in any class proceeding. No arbitrator or other party to an arbitration
proceeding may disclose the existence, content or results thereof, except for
disclosures of information by a party required in the ordinary course of its
business or by applicable law or regulation. If more than one agreement for
arbitration by or between the parties potentially applies to a Dispute, the
arbitration provision most directly related to the documents between the parties
or the subject matter of the Dispute shall control. This arbitration provision
shall survive termination, amendment or expiration of any of the documents or
any relationship between the parties.

FACSIMILE AND COUNTERPART. This document may be signed in any number of separate
copies, each of which shall be effective as an original, but all of which taken
together shall constitute a single document. An electronic transmission or other
facsimile of this document or any related document shall be deemed an original
and shall be admissible as evidence of the document and the signer's execution.

ADVANCES. Notwithstanding anything to the contrary, requests for advances
communicated to any office of Lender by any person believed by Lender in good
faith to be authorized to make the request, whether written, verbal, telephonic,
or electronic, may be acted upon by Lender, and Borrower will be liable for sums
advanced by Lender pursuant to such request. Such requests for advances shall be
deemed authorized by Borrower, and Lender shall not be liable for such advances
made in good faith, and with respect to advances deposited to the credit of any
deposit account of Borrower, such advances, when so deposited, shall be
conclusively presumed to have been made to or for the benefit of Borrower
regardless of the fact that persons other than those authorized to request
advances may have authority to draw against such account. Borrower agrees to
indemnify and hold Lender harmless from and against all


<PAGE>

damages, liabilities, costs and expenses (including attorney's fees) arising out
of any claim by Borrower or any third party against Lender in connection with
Lender's performance of transfers as described above.

LETTERS OF CREDIT AND FOREIGN EXCHANGE. Trade Finance Subfeatures. Borrower
shall have available a Letter of Credit Subfeature and a Foreign Exchange
Subfeature as described in this section, in a total amount not to exceed the
available principal amount of the line of credit evidenced by this Note. 1.
Letter of Credit Subfeature. As a subfeature this Note, Lender may from time to
time issue or cause to be issued by a Wells Fargo Affiliate (such Lender or
Wells Fargo Affiliate being referred to herein as the "Issuer") for your
account, commercial and/or standby letter of credit (each individually, a
"letter of Credit" and collectively "Letter of Credit"); provided however, that
the form and substance of each Letter of Credit shall be the subject to approval
by the Issuer in its sole discretion. Each Letter of Credit shall be issued for
a term designated by Borrower; provided however, that no Letter of Credit shall
have an expiration subsequent to the maturity of the Note. Each Letter of Credit
shall be subject to the terms and conditions of a Letter of Credit Agreement and
related documents, if any, required by Issuer in connection with the issuance of
such Letter of Credit (each individually a "Letter of Credit Agreement" and
collectively, the "Letter of Credit Agreements"). Each draft paid by Issuer
under a Letter of Credit and reimbursed by Lender and shall be paid with an
advance under the Note and shall be repaid by Borrower in accordance with the
terms and conditions of the Note applicable to such advances; provided however,
that is advances under the Note are not available, for any reason whatsoever, at
the time any amount is paid by Lender, then the full amount of such advance
shall be immediately due and payable, together with interest thereon, from the
date such amount is paid by Issuer or Lender to the date such amount is fully
repaid by Borrower, at the rate of interest applicable to advances under the
Note. In such even, Borrower agrees that Issuer or Lender, at Issuer's or
Lender's sold discretion, may debit Borrower's deposit account(s) with Lender or
a Wells Fargo Affiliate for the amount of any such draft. Upon the issuance of
an amendment to a Letter of Credit, upon the reimbursement by Lender of a draft
under any Letter of Credit, and otherwise as agreed by Borrower and Issuer
pursuant to the Letter of Credit Agreements, Borrower shall pay to Issuer or
Lender fees determined in accordance with Issuer's/Lender's standard fees and
charges at such time. 2. Foreign Exchange Subfeature. As a subfeature of this
Note, Lender or a Wells Fargo Affiliate (such Lender of Wells Fargo Affiliate
being referred to herein as the "Exchanger") may make available to Borrower a
foreign exchange facility under which Exchanger, from time to time up to and
including the maturity date of the Note, will enter into foreign exchange
contracts for the account of Borrower for the purchase and/or sale by Borrower
in United States Dollars of the foreign currency or currencies specified in the
foreign exchange agreement establishing the foreign exchange facility. Each
foreign exchange transaction shall be subject to the terms and conditions of the
foreign exchange agreement, the form and substance of which must be acceptable
to the Exchanger in all respects in its sole discretion. 3. Subfeature Limits.
The outstanding amount of all Letters of Credit and foreign exchange contracts,
plus the reserve percentage applicable to foreign exchange contracts, shall be
reserved under the Note and shall not be available for Note advances. The amount
of all outstanding foreign exchange contracts plus a reserve of 20% of said
amount, plus the aggregate principal amount of all outstanding Letters of
Credit, plus the principal amount of any advances outstanding under the Note,
shall not at any time exceed the principal amount of the Note, unless allowed by
Lender at Lender's full discretion. Any excess amount shall be fully due and
payable immediately without notice. As used herein, Wells Fargo Affiliate means
any present or future subsidiary of Wells Fargo & Company, any subsidiary
thereof, and any successors of such financial service companies.

FINANCIAL STATEMENTS. Borrower agrees to provide to Lender, upon request,
financial statements prepared in a manner and form acceptable to Lender, and
copies of such tax returns and other financial information and statements as may
be requested by Lender. Borrower shall also furnish such information regarding
Borrower or the Collateral as may be requested by Lender. Borrower warrants that
all financial statements and information provided to Lender are and will be
accurate, correct and complete.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan


<PAGE>

without the consent of or notice to anyone other than the party with whom the
modification is made. The obligations under this Nore are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGRESS TO
THE TERMS OF THIS NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

THE BUCKLE, INC.


BY:__________________________________________
       DENNIS H. NELSON, PRESIDENT/CEO OF THE BUCKLE, INC.