EXHIBIT
10.7


    


    
      
        
          
            	WELLS
      FARGO	

                    REVOLVING LINE OF CREDIT
      NOTE        
    

                  
	 	 
	
                    $17,500,000.00

                  	
                    Omaha,
      Nebraska        
      

                  
	 
      	
                    July
      31, 2009        
      

                  


          

        

      

    

    


    FOR VALUE
RECEIVED, the undersigned THE BUCKLE, INC. ("Borrower") promises to pay to the
order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at
Nebraska Main RCBO, MAC N8069-020 13625 California St Suite 200, Omaha, NE
68154, or at such other place as the holder hereof may designate, in lawful
money of the United States of America and in immediately available funds, the
principal sum of $17,500,000.00, or so much thereof as may be advanced and be
outstanding, with interest thereon, to be computed on each advance from the date
of its disbursement as set forth herein.

    


    1. INTEREST:

    


    1.1 Interest. The
outstanding principal balance of this Note shall bear interest (computed on the
basis of a 360-day year, actual days elapsed) at a rate per annum equal to the
Prime Rate in effect from time to time. The term "Prime Rate" means at any time
the rate of interest most recently announced within Bank at its principal office
as its Prime Rate, with the understanding that the Prime Rate is one of Bank's
base rates and serves as the basis upon which effective rates of interest are
calculated for those loans making reference thereto, and is evidenced by the
recording thereof after its announcement in such internal publication or
publications as Bank may designate. Each change in the rate of interest
hereunder shall become effective on the date each Prime Rate change is announced
within Bank.

    


    1.2 Payment of Interest.
Interest accrued on this Note shall be payable on the last day of each month,
commencing August 31, 2009.

    


    1.3 Default Interest.
From and after the maturity date of this Note, or such earlier date as all
principal owing hereunder becomes due and payable by acceleration or otherwise,
or at Bank’s option upon the occurrence, and during the continuance of an Event
of Default, the outstanding principal balance of this Note shall bear interest
at an increased rate per annum (computed on the basis of a 360-day year, actual
days elapsed) equal to 4% above the rate of interest from time to time
applicable to this Note.

    


    2.
BORROWING AND REPAYMENT:

    


    2.1 Borrowing and
Repayment. Borrower may from time to time during the term of this Note
borrow, partially or wholly repay its outstanding borrowings, and reborrow,
subject to all of the limitations, terms and conditions of this Note and of the
Credit Agreement between Borrower and Bank defined below; provided however, that
the total outstanding borrowings under this Note shall not at any time exceed
the principal amount stated above. The unpaid principal balance of this
obligation at any time shall be the total amounts advanced hereunder by the
holder hereof less the amount of principal payments made hereon by or for
Borrower, which balance may be endorsed hereon from time to time by the holder.
The outstanding principal balance of this Note shall be due and payable in full
on July 31, 2012.

    


    2.2 Advances. Advances
hereunder, to the total amount of the principal sum available hereunder, may be
made by the holder at the oral or written request of (a) Dennis H. Nelson or
Karen B Rhoads, any one acting alone, who are authorized to request advances and
direct the disposition of any advances until written notice of the revocation of
such authority is received by the holder at the office designated above, or (b)
any person, with respect to advances deposited to the credit of any deposit
account of Borrower, which 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. The holder shall have no obligation to
determine whether any person requesting an advance is or has been authorized by
Borrower.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.3 Application of
Payments. Each payment made on this Note shall be credited first, to any
interest then due and second, to the outstanding principal balance
hereof.

    


    3. EVENTS
OF DEFAULT:

    


    This Note
is made pursuant to and is subject to the terms and conditions of that certain
Credit Agreement between Borrower and Bank dated as of August 1, 2003, as amended from
time to time (the "Credit Agreement"). Any default in the payment or performance
of any obligation under this Note, or any defined event of default under the
Credit Agreement, shall constitute an "Event of Default" under this
Note.

    


    4.
MISCELLANEOUS:

    


    4.1 Remedies. Upon the
occurrence of any Event of Default, the holder of this Note, at the holder's
option, may declare all sums of principal and interest outstanding hereunder to
be immediately due and payable without presentment, demand, notice of
nonperformance, notice of protest, protest or notice of dishonor, all of which
are expressly waived by Borrower, and the obligation, if any, of the holder to
extend any further credit hereunder shall immediately cease and terminate.
Borrower shall pay to the holder immediately upon demand the full amount of all
payments, advances, charges, costs and expenses, including reasonable attorneys'
fees (to include outside counsel fees and all allocated costs of the holder's
in-house counsel), expended or incurred by the holder in connection with the
enforcement of the holder's rights and/or the collection of any amounts which
become due to the holder under this Note, and the prosecution or defense of any
action in any way related to this Note, including without limitation, any action
for declaratory relief, whether incurred at the trial or appellate level, in an
arbitration proceeding or otherwise, and including any of the foregoing incurred
in connection with any bankruptcy proceeding (including without limitation, any
adversary proceeding, contested matter or motion brought by Bank or any other
person) relating to Borrower or any other person or entity.

    


    4.2 Obligations Joint and
Several. Should more than one person or entity sign this Note as a
Borrower, the obligations of each such Borrower shall be joint and
several.

    


    4.3 Governing Law. This
Note shall be governed by and construed in accordance with the laws of the State
of Nebraska.

    


    IN
WITNESS WHEREOF, the undersigned has executed this Note as of the date first
written above.

    


    
      
        	
                The
      Buckle, Inc.

              
	 
      	 
      
	
                By:
      

              	
                /s/ DENNIS H. NELSON

              
	
                Dennis
      H. Nelson ,President /
CEO

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECOND
AMENDMENT TO CREDIT AGREEMENT

    


    THIS AMENDMENT TO CREDIT AGREEMENT
(this "Amendment") is entered into as of July 31, 2009, by and between THE
BUCKLE, INC., a Nebraska corporation ("Borrower"), and WELLS FARGO BANK,
NATIONAL ASSOCIATION ("Bank").

    


    RECITALS

    


    WHEREAS, Borrower is currently indebted
to Bank pursuant to the terms and conditions of that certain Credit Agreement
between Borrower and Bank dated as of August 1, 2003, as amended from time to
time ("Credit Agreement").

    


    WHEREAS, Bank and Borrower have agreed
to certain changes in the terms and conditions set forth in the Credit Agreement
and have agreed to amend the Credit Agreement to reflect said
changes.

    


    NOW, THEREFORE, for valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that the Credit Agreement shall be amended as
follows:

    


    1. Section 1.1. (a) is hereby amended
by deleting "July 31, 2009" as the last day on which Bank will make advances
under the Line of Credit, and by substituting for said date "July 31, 2012,"
with such change to be effective upon the execution and delivery to Bank of a
promissory note dated as of July 31, 2009 (which promissory note shall replace
and be deemed the Line of Credit Note defined in and made pursuant to the Credit
Agreement) and all other contracts, instruments and documents required by Bank
to evidence such change.

    


    2. Section 4.9. (a) is hereby
deleted in its entirety, and the following substituted therefor:

    


    "(a)
Tangible Net Worth not less than $300,000,000.00 at any time, with "Tangible Net
Worth" defined as the aggregate of total stockholders' equity plus subordinated
debt less any intangible assets."

    


    3. The following is hereby added to the
Credit Agreement as Section 3.2. (c):

    


    "(c)
Additional Letter of Credit Documentation.   Prior to the
issuance of each Letter of Credit, Bank shall have received a Letter of Credit
Agreement, properly completed and duly executed by Borrower."

    


    4. Except as specifically provided
herein, all terms and conditions of the Credit Agreement remain in full force
and effect, without waiver or modification.  All terms defined in the
Credit Agreement shall have the same meaning when used in this
Amendment.  This Amendment and the Credit Agreement shall be read
together, as one document.

    


    5. Borrower hereby remakes all
representations and warranties contained in the Credit Agreement and reaffirms
all covenants set forth therein.  Borrower further certifies that as
of the date of this Amendment there exists no Event of Default as defined in the
Credit Agreement, nor any condition, act or event which with the giving of
notice or the passage of time or both would constitute any such Event of
Default.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    A CREDIT
AGREEMENT MUST BE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW.  TO
PROTECT THE PARTIES FROM ANY MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT,
PROMISE, UNDERTAKING OR OFFER TO FOREBEAR REPAYMENT OF MONEY OR TO MAKE ANY
OTHER FINANCIAL ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR
EXTENSION OF CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR
SUBSTITUTION FOR ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR
DOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF
CREDIT, MUST BE IN WRITING TO BE EFFECTIVE.

    


    IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed as of the day and year first written
above.

    


    
      
        
          
            
              
                
                  	 
      	 
      	 	
                          WELLS
      FARGO BANK,

                        
	
                          THE
      BUCKLE, INC.

                        	 	
                          NATIONAL
      ASSOCIATION

                        
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
                          By:

                        	
                          /s/ DENNIS H. NELSON

                        	 	
                          By:

                        	
                          /s/ BILL WEBER

                        
	 	

                          Dennis
      H. Nelson, President / CEO

                        	 	 	

                          Bill
      Weber, Vice
President