**EXHIBIT10.28**

 

FIRST AMENDMENT

 

THIS FIRST AMENDMENT(this “Amendment”) dated as of March 25, 2009 to the CreditAgreement referenced below is by and among Citi Trends, Inc., a Delaware corporation (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 Guarantors fromtime 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 not otherwise defined herein shallhave the meanings provided to such terms in the Credit Agreement.

 

2.                                       Amendment.

 

2.1                                 TheRevolving Committed Amount is permanently reduced from $35 million to $20million.

 

2.2                                 The pricing grid in the definition of “ApplicableRate” in Section 1.01 of the Credit Agreement is amended to read asfollows:

 
| **Pricing  Tier** | ** ** | **Consolidated Leverage  Ratio** | ** ** | **Eurodollar Rate  Loans** | ** ** | **Base Rate  Loans** | ** ** | **Commitment  Fee** | ** ** |
|-------------------|------------|---------------------------------------|------------|---------------------------------|------------|---------------------------|------------|---------------------|------------|
| 1                 |       | <2.25:1.0                          |       | 1.75                            | %          | 0.75                      | %          | 0.25                | %          |
| 2                 |       | >  2.25:1.0 but < 3.00:1.0      |       | 2.00                            | %          | 1.00                      | %          | 0.25                | %          |
| 3                 |       | >  3.00:1.0                        |       | 2.25                            | %          | 1.25                      | %          | 0.25                | %          |

 

2.3                                 The definitions of “Base Rate” and “MaturityDate” in Section 1.01 of the Credit Agreement are amended to read asfollows:

 

“BaseRate” means for any day a fluctuating rate per annum equal to the highestof (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Eurodollar Rateplus 1.0% and (c) the rate of interest in effect for such day as publiclyannounced from time to time by Bank of America as its “prime rate”.  The “prime rate” is a rate set by Bank ofAmerica based upon various factors including Bank of America’s costs anddesired return, general economic conditions and other factors, and is used as areference point for pricing some loans, which may be priced at, above, or belowsuch announced rate.  Any change in the “primerate” announced by Bank of America shall take effect at the opening of businesson the day specified in the public announcement of such change.

 

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“MaturityDate” means March 24, 2010; provided, however, that, ineach case, if such date is not a Business Day, the Maturity Date shall be thenext preceding Business Day.

 

2.4                                 In the definition of “Eurodollar DailyFloating Base Rate” in Section 1.01 of the Credit Agreement, eachreference to “Eurodollar Rate Loan” is amended to read “Loan”.

 

2.5                                 Section 3.02 of the Credit Agreement isamended to read as follows:

 

Ifthe Lender determines that any Law has made it unlawful, or that anyGovernmental Authority has asserted that it is unlawful, for the Lender or theLender’s Office to make, maintain or fund Eurodollar Rate Loans, or todetermine or charge interest rates based upon the Eurodollar Rate, or anyGovernmental Authority has imposed material restrictions on the authority ofthe Lender to purchase or sell, or to take deposits of, Dollars in the Londoninterbank market, then, on notice thereof by the Lender to the Borrower, anyobligation of the Lender to make or continue Eurodollar Rate Loans or toconvert Base Rate Loans to Eurodollar Rate Loans or to make Base Rate Loans asto which the interest rate is determined with reference to the Eurodollar BaseRate,****shall be suspended until the Lender notifies the Borrower that thecircumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrowershall, upon demand from the Lender, prepay or, if applicable, convert allEurodollar Rate Loans to Base Rate Loans (other than Base Rate Loans as towhich the interest rate is determined with reference to the Eurodollar BaseRate).  Upon any such prepayment or conversion,the Borrower shall also pay accrued interest on the amount so prepaid orconverted.

 

2.5                                 The last two sentences of Section 3.03of the Credit Agreement are amended to read as follows:

 

Thereafter,the obligation of the Lender to make or maintain Eurodollar Rate Loans and BaseRate Loans as to which the interest rate is determined with reference to theEurodollar Rate shall be suspended until the Lender revokes such notice.  Upon receipt of such notice, the Borrower mayrevoke any pending request for a Borrowing of or conversion to Eurodollar RateLoans or, failing that, will be deemed to have converted such request into arequest for a Borrowing of Base Rate Loans (with the Base Rate determined otherthan by reference to the Eurodollar Rate) in the amount specified therein.

 

3.                                       ConditionsPrecedent.  This Amendment shall beeffective as of the date hereof upon satisfaction of each of the followingconditions precedent:

 

(a)                                  executionof this Amendment by the Borrower and the Lender; and

 

(b)                                 paymentby the Borrower to the Lender of an amendment fee equal to $30,000.

 

4.                                       Representations and Warranties.  TheBorrower represents and warrants to the Lender that, after giving effect tothis Amendment, the representations and warranties set forth in the Loan Documentsare true and correct in all material respects as of the date hereof.

 

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5.                                       Reaffirmationof Obligations.  The Borrower affirms its obligations underthe Loan Documents and agrees that such obligations are valid and subsistingobligations of the Borrower to the Lender and not subject to any credits,offsets, defenses, claims, counterclaims or adjustments of any kind.

 

6.                                       NoOther Changes.  Except as modified hereby, all of the termsand provisions of the Loan Documents shall remain in full force and effect.

 

7.                                       Counterparts;Delivery.  This Amendment may beexecuted in any number of counterparts, each of which when so executed anddelivered shall be deemed an original and it shall not be necessary in makingproof of this Amendment to produce or account for more than one suchcounterpart. Delivery of an executedcounterpart of this Amendment by facsimile or other electronic imaging meansshall be effective as an original.

 

8.                                       GoverningLaw.  This Amendment shall be deemed to be a contract made under, and for allpurposes shall be construed in accordance with, the laws of the State of Georgia.

 

[SIGNATURE PAGES FOLLOW]

 

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

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

 

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