EXHIBIT
10.12


AMENDMENT
NO. 1 TO LOAN AGREEMENT


This Amendment No.
1 (the “Amendment”) dated as of August 28, 2006, is between Bank of America,
N.A. (“Lender”) and Citi Trends, Inc. (the “Borrower”).


RECITALS


A.            Borrower has executed various
documents concerning credit extended by the Lender, including, without
limitation, the following documents (the “Loan Documents”):


1.             A certain Loan Agreement dated as
of June 8, 2006 (together with any previous amendments, the “Loan Agreement”).


B.            Lender and Borrower desire to amend
the Loan Documents.


AGREEMENT


1.             Definitions.  Capitalized terms used but not defined in
this Amendment shall have the meaning given to them in the Loan Documents.


2.             Amendments to Loan Agreement.  The Loan Agreement is hereby amended as follows:


(a)           The paragraph 6.8 entitled “Change of
Ownership” is hereby deleted in its entirety.


3.             Representations and Warranties.  When Borrower signs this Amendment, Borrower
represents and warrants to Lender that: 
(a) there is no event which is, or with notice or lapse of time or both
would be, a default under the Loan Documents except those events, if any, that
have been disclosed in writing to Lender or waived in writing by Lender, (b)
the representations and warranties in the Loan Documents are true as of the
date of this Amendment as if made on the date of this Amendment, (c) this
Amendment does not conflict with any law, agreement, or obligation by which
Borrower is bound, and (d) this Amendment is within Borrower’s powers, has been
duly authorized, and does not conflict with any of Borrower’s organizational
papers.


4.             Effect of Amendment.  Except as provided in this Amendment, all of
the terms and conditions of the Loan Documents shall remain in full force and
effect.


5.             Counterparts.  This Amendment may be executed in
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts together shall constitute but one and the same
instrument.


6.             FINAL AGREEMENT.  BY SIGNING THIS DOCUMENT EACH PARTY
REPRESENTS AND AGREES THAT:  (A) THIS
DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE
SUBJECT MATTER 













HEREOF, (B) THIS DOCUMENT
SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS
AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT
LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY
PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE
PARTIES.


This Amendment is
executed as of the date stated at the beginning of this Amendment.


	
   

  	
  Borrower:

  	
   

  	
   

  	
  Lender:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Citi Trends, Inc.

  	
   

  	
   

  	
  Bank of America, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Tom Stoltz

  	
  (Seal)

  	
  By:

  	
  /s/ Patricia Scheibel

  
	
   

  	
  Tom Stoltz,
  Chief Financial Officer

  	
   

  	
   

  	
  Patricia Scheibel, Officer

  



 



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