EXHIBIT
      10.11


      
        	
                WELLS
                  FARGO

              	
                REVOLVING
                  LINE OF CREDIT NOTE

              
	 	 
	
                $17,500,000.00

              	
                Lincoln,
                  Nebraska

              
	 	
                August
                  1, 2006

              


      


      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 RCBO - Lincoln, 1248 0
        Street,
        3rd Floor, Lincoln, NE 68508, 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, 2006. 

       

      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, the
        outstanding principal balance of this Note shall bear interest until paid
        in
        full 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,
        2009. 

       

      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, Karen B Rhoads, anyone 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 	 	 	
              
	 	
              	 	 	
              


      

       

      FIRST
        AMENDMENT TO CREDIT AGREEMENT 

       

      THIS
        AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of August
        1,
        2006, 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, 2006" as the last
        day on
        which Bank will make advances under the Line of Credit, and by substituting
        for
        said date "July 31, 2009," with such change to be effective upon the execution
        and delivery to Bank of a promissory note dated as of August 1, 2006 (which
        promissory note shall replace and be deemed the Revolving 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 at any time less than $250,000,000.00 increasing by
        50%
        of net profit after taxes and dividends in each subsequent year to be measured
        at fiscal year end, with "Tangible Net Worth" defined as the aggregate of
        total
        stockholders' equity plus subordinated debt less any intangible assets."
        

       

      3.
        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. 

       

      4.
        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. 

       

      
        	
                THE
                  BUCKLE, INC.

                 

                 

              	 	 	WELLS
                FARGO BANK
                N.A.
	By:	/s/ DENNIS
                H.
                NELSON	 	 	By: 	/s/ MONICA
                BALTERS 
	 	
                
Dennis
                H. Nelson, President/CEO	 	 	 	
                
Monica
                Balters, Relationship Manager