Contract

EXHIBIT 10.8 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (this”Amendment”), dated as of February 9, 2005, is entered into between CONGRESSFINANCIAL CORPORATION (SOUTHWEST), a Texas corporation (“Lender”), and CITITRENDS, INC., a Delaware corporation (“Borrower”). RECITALS A. Borrower and Lender have previously entered into that certain Loan andSecurity Agreement dated April 2, 1999, as amended by that certain FirstAmendment to Loan and Security Agreement dated June 22,2000, that certain SecondAmendment to Loan and Security Agreement dated November 30,2000, that certainletter agreement dated August ____, 2001 regarding Borrower’s name change, andthat certain Third Amendment to Loan and Security Agreement dated January___, 2003 (as amended, the “Loan Agreement”), pursuant to which Lender has madecertain loans and financial accommodations available to Borrower. Terms usedherein without definition shall have the meanings ascribed to them in the LoanAgreement. B. Borrower desires to sell its common stock in an initial public offering(the “IPO”). Borrower has requested that Lender consent to the IPO and amend theLoan Agreement, and Lender is willing to provide such consent and to amend theLoan Agreement, all upon the terms and conditions set forth below. C. Borrower is entering into this Amendment with the understanding andagreement that, except as specifically provided herein, none of Lender’s rightsor remedies as set forth in the Loan Agreement is being waived or modified bythe terms of this Amendment. AMENDMENT NOW, THEREFORE, in consideration of the foregoing and the mutual covenantsherein contained, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereby agree asfollows: 1. Amendments to Loan Agreement. (a) Section 3.6 is hereby amended and restated in its entirety toread as follows: “3.6 Unused Line Fee. Borrower shall pay to Lender monthly an unused line fee at a rate equal to three-eighths of one percent (0.375%) per annum calculated upon the amount by which Fifteen Million Dollars ($15,000,000) exceeds the average daily principal balance of the outstanding Revolving Loans and Letter of Credit Accommodations during the immediately preceding month (or part thereof) while this Agreement is in effect and for so long thereafter as any of the Obligations are outstanding, which fee shall be payable on the first day of each month in arrears.” (b) Section 9.15 of the Loan Agreement is hereby amended andrestated in its entirety to read as follows: “9.15 Adjusted Tangible Net Worth. Borrower shall maintain its Adjusted Tangible Net Worth, measured as at the end of each fiscal quarter, at an amount not less than the amount set forth opposite such quarter:

Minimum Adjusted Tangible ————————- Fiscal Quarter Ending Net Worth ——————— ———— April 30, 2005 $15,000,000 July 31,2005 $17,500,000 October 31,2005 $20,000,000 January 31,2006 $25,000,000 April 30, 2006 $28,000,000 July 31,2006 $28,000,000 October 31,2006 $28,000,000 January 31,2007 $34,000,000 April 30, 2007 $37,000,000

; provided, however, if Borrower sells its common stock in an initial public offering, Borrower and Lender will enter into an amendment to this Agreement, in form and substance satisfactory to Lender, to reset this minimum Adjusted Tangible Net Worth covenant as of the last day of each fiscal quarter of Borrower after December 31,2005 at levels as reasonably determined by Lender based upon the Borrower’s projections for such time periods.” (c) The first sentence of Section 12.l (a) of the Loan Agreementis hereby amended and restated in its entirety to read as follows: “This Agreement and the other Financing Agreements shall become effective as of the date set forth on the first page hereof and shall continue in full force and effect for a term ending on April 2, 2007.” (d) Sections 12.l (c)(i) and (ii) of the Loan Agreement are herebyamended and restated in their entirely to read as follows:

Amount Period ———- ——– (i) 1% of the Maximum Credit from the date of this Agreement to and including April 2, 2006(ii) 5% of the Maximum Credit from April 3, 2004 to and including April 1, 2007

(c) The last paragraph of Section 12.1(c) of the Loan Agreement ishereby amended and restated in its entirety to read as follows: 2 “Notwithstanding the foregoing, the early termination fee shall be waived (a) if the termination is due to the refinancing of the Obligations by Wachovia Bank, National Association and if at the time of such refinancing there is no Event of Default or event or circumstance which, with notice or passage of time or both, would become an Event of Default under this Agreement, or (b) if Borrower chooses to exercise the right to terminate this Agreement and the other Financing Agreements upon any assignment by Lender of its rights or obligations under or related to this Agreement or the other Financing Agreements to a non-U.S. Lender, defined as any Lender that is not a “United States person,” within the meaning of Section 7701(a)(30) of the Code.” 2. Consent. Lender hereby consents to the IPO and acknowledges and agreesthat consummation of the IPO shall not constitute an Event of Default underSection 10.1(l) of the Loan Agreement. 3. Effectiveness of this Amendment. Lender must have received thefollowing items, in form and content acceptable to Lender, before this Amendmentis effective, and before Lender is required to extend any credit to Borrower asprovided for by this Amendment. (a) Amendment. This Amendment, fully executed in a sufficient numberof counterparts for distribution to all parties. (b) Extension Fee. An amendment fee in the amount of Forty ThousandDollars ($40,000), which fee is fully earned as of and due and payable on thedate hereof. (c) Representations and Warranties. The representations andwarranties set forth herein and in the Loan Agreement must be true and correct. (d) Other Required Documentation. All other documents and legalmatters in connection with the transactions contemplated by this Amendment shallhave been delivered or executed or recorded and shall be in form and substancesatisfactory to Lender. 4. Representations and Warranties. Borrower represents and warrants asfollows: (a) Authority. Borrower has the requisite corporate power andauthority to execute and deliver this Amendment, and to perform its obligationshereunder and under the Financing Agreements (as amended or modified hereby) towhich it is a party. The execution, delivery and performance by Borrower of thisAmendment have been duly approved by all necessary corporate action and no othercorporate proceedings are necessary to consummate such transactions. (b) Enforceability. This Amendment has been duly executed anddelivered by Borrower. This Amendment and each Financing Agreement (as amendedor modified hereby) is the legal, valid and binding obligation of Borrower,enforceable against Borrower in accordance with its terms, and is in full forceand effect. (c) Representations and Warranties. The representations andwarranties contained in each Financing Agreement (other than any suchrepresentations or warranties that, 3by their terms, are specifically made as of a date other than the date hereof)are correct on and as of the date hereof as though made on and as of the datehereof. (d) Due Execution. The execution, delivery and performance of thisAmendment are within the power of Borrower, have been duly authorized by allnecessary corporate action, have received all necessary governmental approval,if any, and do not contravene any law or any contractual restrictions binding onBorrower. (e) No Default. No event has occurred and is continuing thatconstitutes an Event of Default. (f) No Duress. This Amendment has been entered into without force orduress, of the free will of Borrower. Borrower’s decision to enter into thisAmendment is a fully informed decision and Borrower is aware of all legal andother ramifications of such decision. (g) Counsel. Borrower has read and understands this Amendment, hasconsulted with and been represented by legal counsel in connection herewith, andhas been advised by its counsel of its rights and obligations hereunder andthereunder. 5. Choice of Law. The validity of this Amendment, its construction,interpretation and enforcement, the rights of the parties hereunder, shall bedetermined under, governed by, and construed in accordance with the internallaws of the State of New York (without giving effect to principals of conflictsof law). 6. Counterparts. This Amendment may be executed in any number ofcounterparts and by different parties and separate counterparts, each of whichwhen so executed and delivered, shall be deemed an original, and all of which,when taken together, shall constitute one and the same instrument. Delivery ofan executed counterpart of a signature page to this Amendment by telefacsimileshall be effective as delivery of a manually executed counterpart of thisAmendment. 7. Reference to and Effect on the Financing Agreements. (a) Upon and after the effectiveness of this Amendment, eachreference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof orwords of like import referring to the Loan Agreement, and each reference in theother Financing Agreements to “the Loan Agreement”, “thereof” or words of likeimport referring to the Loan Agreement, shall mean and be a reference to theLoan Agreement as modified and amended hereby. (b) Except as specifically amended above, the Loan Agreement and allother Financing Agreements, are and shall continue to be in full force andeffect and are hereby in all respects ratified and confirmed and shallconstitute the legal, valid, binding and enforceable obligations of Borrower toLender. (c) The execution, delivery and effectiveness of this Amendmentshall not, except as expressly provided herein, operate as a waiver of anyright, power or remedy of Lender under any of the Financing Agreements, norconstitute a waiver of any provision of any of the Financing Agreements. 4 (d) To the extent that any terms and conditions in any of theFinancing Agreements shall contradict or be in conflict with any terms orconditions of the Loan Agreement, after giving effect to this Amendment, suchterms and conditions are hereby deemed modified or amended accordingly toreflect the terms and conditions of the Loan Agreement as modified or amendedhereby. 8. Ratification. Borrower hereby restates, ratifies and reaffirms each andevery term and condition set forth in the Loan Agreement, as amended hereby, andthe Financing Agreements effective as of the date hereof. 9. Estoppel. To induce Lender to enter into this Amendment and to continueto make advances to Borrower under the Loan Agreement, Borrower herebyacknowledges and agrees that, as of the date hereof, there exists no Event ofDefault and no right of offset, defense, counterclaim or objection in favor ofBorrower as against Lender with respect to the Obligations. 10. Integration. This Amendment, together with the other FinancingAgreements, incorporates all negotiations of the parties hereto with respect tothe subject matter hereof and is the final expression and agreement of theparties hereto with respect to the subject matter hereof. 11. Severability. In case any provision in this Amendment shall beinvalid, illegal or unenforceable, such provision shall be severable from theremainder of this Amendment and the validity, legality and enforceability ofthe remaining provisions shall not in any way be affected or impaired thereby. [Remainder of Page Left Intentionally Blank] 5 IN WITNESS WHEREOF, the parties have entered into this Amendment as of thedate first above written. CITI TRENDS, INC., a Delaware corporation By: /s/ Tom Stoltz ————————————- Name: Tom Stoltz ———————————– Title: CFO ———————————- CONGRESS FINANCIAL CORPORATION (SOUTHWEST), a Texas corporation By: /s/ Joe T. Curdy ————————————- Name: Joe T. Curdy ———————————– Title: Vice President ———————————- 6