EXHIBIT
10.37


 


SECOND AMENDMENT


 


THIS SECOND AMENDMENT
(this “Amendment”) dated as of March 22, 2010 to the Credit
Agreement 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 T
H


 


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


 


WHEREAS, the Borrower has
requested certain modifications to the Credit Agreement and the Lender has
agreed to the requested modifications on the terms and conditions set forth
herein.


 


NOW, THEREFORE, IN
CONSIDERATION of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


1.                                       Defined Terms.  Capitalized terms used herein but not
otherwise defined herein shall have the meanings provided to such terms in the
Credit Agreement.


 


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


 


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


 


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


 


(a)                                  execution of
this Amendment by the Borrower and the Lender;


 


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


 


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


 


4.                                       Representations
and Warranties.  Each Loan
Party represents and warrants to the Lender that, after giving effect to this
Amendment, the representations and warranties set forth in the Loan Documents
are true and correct in all material respects as of the date hereof.


 


5.                                       Reaffirmation of Obligations.  Each Loan Party
affirms its obligations under the Loan Documents and agrees that such
obligations are valid and subsisting obligations of the Borrower to the Lender
and not subject to any credits, offsets, defenses, claims, counterclaims or
adjustments of any kind.


 

















 


6.                                       No Other Changes.  Except as
modified hereby, all of the terms and provisions of the Loan Documents shall
remain in full force and effect.


 


7.                                       Counterparts; Delivery.  This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original and it shall not be
necessary in making proof of this Amendment to produce or account for more than
one such counterpart. Delivery of an executed counterpart of this
Amendment by facsimile or other electronic imaging means shall be effective as
an original.


 


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


 


[SIGNATURE PAGES FOLLOW]


 


2

















 


IN WITNESS WHEREOF, each of the parties hereto has
caused a counterpart of this Second Amendment to be duly executed and delivered
as 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