**EXHIBIT10.37**

 

SECOND AMENDMENT

 

THIS SECOND AMENDMENT(this “Amendment”) dated as of March 22, 2010 to the CreditAgreement referenced below is by and among Citi Trends, Inc., a Delawarecorporation (the “Borrower”),and Bank of America, N.A. (the “Lender”).

 

W I T N E S S E TH

 

WHEREAS, revolving creditfacilities have been extended to the Borrower pursuant to the Credit Agreement(as amended, modified and supplemented from time to time, the “CreditAgreement”) dated as of March 26, 2008 among Borrower, the Guarantorsfrom time to time party thereto and the Lender; and

 

WHEREAS, the Borrower hasrequested certain modifications to the Credit Agreement and the Lender hasagreed to the requested modifications on the terms and conditions set forthherein.

 

NOW, THEREFORE, INCONSIDERATION of the premises and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows:

 

1.                                       Defined Terms.  Capitalized terms used herein but nototherwise defined herein shall have the meanings provided to such terms in theCredit Agreement.

 

2.                                       Amendment.  The definitionof “Maturity Date” in Section 1.01 of the Credit Agreement is amended toread as follows:

 

“MaturityDate” means March 22, 2012; provided, however, that, ineach case, if such date is not a Business Day, the Maturity Date shall be thenext preceding Business Day.

 

3.                                       Conditions Precedent.  This Amendment shall be effective as of thedate hereof upon satisfaction of each of the following conditions precedent:

 

(a)                                  execution ofthis Amendment by the Borrower and the Lender;

 

(b)                                 receipt by theLender of favorable opinions of legal counsel to the Loan Parties, addressed tothe Lender, dated as of the date hereof, and in form and substance satisfactoryto the Lender; and

 

(c)                                  payment by theBorrower to the Lender of an amendment fee equal to $20,000.

 

4.                                       Representationsand Warranties.  Each LoanParty represents and warrants to the Lender that, after giving effect to thisAmendment, the representations and warranties set forth in the Loan Documentsare true and correct in all material respects as of the date hereof.

 

5.                                       Reaffirmation of Obligations.  Each Loan Partyaffirms its obligations under the Loan Documents and agrees that suchobligations are valid and subsisting obligations of the Borrower to the Lenderand not subject to any credits, offsets, defenses, claims, counterclaims oradjustments of any kind.

 

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6.                                       No Other Changes.  Except asmodified hereby, all of the terms and provisions of the Loan Documents shallremain in full force and effect.

 

7.                                       Counterparts; Delivery.  ThisAmendment may be executed in any number of counterparts, each of which when soexecuted and delivered shall be deemed an original and it shall not benecessary in making proof of this Amendment to produce or account for more thanone such counterpart. Delivery of an executed counterpart of thisAmendment by facsimile or other electronic imaging means shall be effective asan original.

 

8.                                       Governing Law.  This Amendmentshall be deemed to be a contract made under, and for all purposes shall beconstrued in accordance with, the laws of the State of Georgia.

 

[SIGNATURE PAGES FOLLOW]

 

2

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**IN WITNESS WHEREOF, each of the parties hereto hascaused a counterpart of this Second Amendment to be duly executed and deliveredas of the date first above written.**

** **
| BORROWER:  | CITI  TRENDS, INC., a Delaware corporation |
|------------|--------------------------------------------|
|       |                                       |
|       | By:                                        | /s/  Bruce D. Smith |
|       | Name:                                      | Bruce  D. Smith |
|       | Title:                                     | Senior  Vice President and Chief Financial Officer |
|       |                                       |
| GUARANTOR: | CITI  TRENDS MARKETING SOLUTIONS, INC.,    |
|       | a  Colorado corporation                    |
|       |                                       |
|       | By:                                        | /s/  Bruce D. Smith |
|       | Name:                                      | Bruce  D. Smith |
|       | Title:                                     | President,  Secretary and Treasurer |
|       |                                       |
| LENDER:    | BANK  OF AMERICA, N.A.                     |
|       |                                       |
|       | By:                                        | /s/  Stephanie Pendleton |
|       | Name:                                      | Stephanie  Pendleton |
|       | Title:                                     | Senior  Vice President |

 

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