This LOAN AGREEMENT ("Agreement") is made as of the 31st day of MAY,
2000, between FIRST NATIONAL BANK AND TRUST CO. OF KEARNEY ("Lender") and THE
BUCKLE, INC. ("Borrower," whether one or more; unless expressly indicated otherwise, all references to
Borrower shall be both individually and collectively if Borrower is more than one person and/or entity).
I. THE LOAN
1.1 LOAN. Lender shall lend Borrower the sum of $7,500,000.00 (the "Loan"), as evidenced by the following
note(s) PROGRAMMED LENDING NOTE OF EVEN DATE IN THE AMOUNT OF $7,500,000.00 (the
"Note," whether one or more), and pursuant to the terms of a loan commitment letter dated, 2000 ("Commitment
Letter"). The Loan shall be governed by the terms of this Agreement, the Commitment Letter, the Note and the
other "Loan Documents" (as defined in the Note), all of which are incorporated herein by reference. The terms
and conditions of this Agreement, the Commitment Letter, the Note and the other Loan Documents shall be
considered cumulative and not exclusive or alternative.
1.2 PROGRAMMED LENDING. With respect to that portion of the Loan, if any, that is represented by one or
more programmed lending notes, Lender at Borrower's request will advance funds under and in accordance with
the terms of each such note from time to time as long as the outstanding principal balance does not exceed the
maximum principal amount of the note. The actual principal balance outstanding at any one time may be increased
or decreased from time to time as a result of advances by Lender and payments by Borrower, and a payment by
the Borrower during the term of a programmed lending note of the entire principal balance of such note shall not
operate as a discharge of Borrower under the note.
1.3 ADVANCES. All Loan advances may be made to Borrower's regular checking account number 326-406.
A check or other charge presented against this account in excess of the account balance may be treated by
Lender as a request for a Loan adva