EXHIBIT 10.1

SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT

THIS SECOND AMENDMENT (the “ Amendment ”), dated May 23, 2008, is entered into by and between CHRISTOPHER & BANKS, INC. and CHRISTOPHER & BANKS COMPANY , each a Minnesota corporation (jointly and severally, the “ Borrower ,” and each a “ Borrower ” as the context requires), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “ Lender ”), acting through its Wells Fargo Business Credit operating division.

RECITALS

A.             The Borrower and the Lender are parties to that certain Amended and Restated Credit and Security Agreement dated November 4, 2005, as amended by a First Amendment to Amended and Restated Credit and Security Agreement dated as of August 28, 2007 (as amended from time to time, the “ Credit Agreement ”). Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless otherwise specified.

B.             The Borrower has requested that certain amendments be made to the Credit Agreement, which the Lender is willing to make pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:

1.              Defined Terms . Capitalized terms used in this Amendment which are defined in the Credit Agreement shall have the same meanings as defined therein, unless otherwise defined herein.  In addition, Section 1.1 of the Credit Agreement is amended by adding or amending, as the case may be, the following definitions:

“ Business Day ” means a day on which the Federal Reserve Bank of New York is open for business and, if such day relates to a LIBOR Advance, a day on which dealings are carried on in the London interbank eurodollar market.

“ Default Rate ” means an annual interest rate in effect during a Default Period or following the Termination Date, which interest rate shall be equal to two percent (2.0%) over the applicable Floating Rate or the LIBOR Advance Rate, as the case may be, as such rate may change from time to time.

“ Floating Rate ” means an annual interest rate equal to the sum of the Prime Rate minus one-quarter of one percent (0.25%), which interest rate shall change when and as the Prime Rate changes.

“ Interest Period ” means the period that commences on (and includes) the Business Day on which either a LIBOR Advance is made or continued or on which a Floating Rate Advance is converted to a LIBOR Advance and ending on (but excluding)

the Business Day numerically corresponding to such date that is one, two, three or six months thereafter as designated by the Borrower, during which period the outstanding principal balance of the LIBOR Advance shall bear interest at the LIBOR Advance Rate; provided, however , that:

(a)            No Interest Period may be selected for an Advance for a principal amount less than One Million Dollars ($1,000,000), and no more than five (5) different Interest Periods may be outstanding at any one time;

(b)            If an Interest Period would otherwise end on a day which is not a Business Day, then the Interest Period shall end on the next Business Day thereafter, unless that Business Day is the first Business Day of a month, in which case the Interest Period shall end on the last Business Day of the preceding month); and

(c)            No Interest Period applicable to a Revolving Advance may end later than the Maturity Date.

“ LIBOR ” means the rate per annum (rounded upward, if necessary, to the nearest whole 1/16 ^th of one percent (1%)) determined pursuant to the following formula:

(i)             “ Base LIBOR ” means the rate per annum for United States dollar deposits quoted by the Lender as the Inter-Bank Market Offered Rate, with the understanding that such rate is quoted by the Lender for the purpose of calculating effective rates of interest for loans making reference thereto, on the first day of a Interest Period for delivery of funds on said date for a period of time approximately equal to the number of days in such Interest Period and in an amount approximately equal to the principal amount to which such Interest Period applies.  The Borrower understands and agrees that the Lender may base its quotation of the Inter-Bank Market Offered Rate upon such offers or other market indicators of the Inter-Bank Market as the Lender in its discretion deems appropriate including the rate offered for U.S. dollar deposits on the London Inter-Bank Market.

(ii)            “ LIBOR Reserve Percentage ” means the reserve percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor) for “ Eurocurrency Liabilities ” (as defined in Regulation D of the Federal Reserve Board, as amended), adjusted by the Lender for expected changes in such reserve percentage during the applicable Interest Period.

“ LIBOR Advance ” means an Advance bearing interest at the LIBOR Advance Rate.

“ LIBOR Advance Rate ” means an annual interest rate equal to the sum of LIBOR plus one and three-quarters of one percent (1.75%).

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“ Maturity Date ” means June 30, 2011.

“ Officer ” means the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Vice President-Treasury and Vice President-Finance of the Borrower.

“ Premises ” means all locations where the Borrower conducts its business or has any rights of possession, including as of the date set forth in Exhibit C attached hereto, the locations described in Exhibit C .

2.              The definition of “ Wells Fargo Bank Affiliate Obligations ” shall be deleted in its entirety from the Credit Agreement and shall not be replaced, and each reference in the Credit Agreement to “ Obligations ” shall be deleted and replaced with the term “ Indebtedness ”, and Section 1.1 of the Agreement shall further be amended to include the following definition:

“ Indebtedness ” is used in its most comprehensive sense and means any debts, obligations and liabilities of Borrower to Lender, whether incurred in the past, present or future, whether voluntary or involuntary, and however arising, and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and including without limitation indebtedness arising under any swap, derivative, foreign exchange, hedge, deposit, treasury management or any similar transaction or arrangement that Borrower may enter into at any time with Lender, whether or not Borrower may be liable individually or jointly with others, or whether recovery upon such Indebtedness may subsequently become unenforceable.

3.              Procedures for Requesting Advances .  Section 2.2 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Section 2.2             Procedures for Requesting Advances .  The Borrower shall comply with the following procedures in requesting Revolving Advances:

(a)            Type of Advances.  Each Advance shall be funded as either a Floating Rate Advance or a LIBOR Advance, as the Borrower shall specify in a request delivered to the Lender conforming to the requirements of Section 2.2(b); Floating Rate Advances and LIBOR Advances may be outstanding at the same time.  Each request for a LIBOR Advance shall be in multiples of $1,000,000, with a minimum request of at least $1,000,000.  LIBOR Advances shall not be available during Default Periods.

(b)            Time for Requests .  The Borrower shall request each Advance so that it is received by Lender not later than the Cut-off Time (i) with respect to an Advance that is a Floating Rate Advance, on the Business Day on which the Advance is to be made, and (ii) with respect to an Advance that is a LIBOR Advance, on the Business Day that is two (2) Business Days prior to the Business Day on which the Advance is to be made.  Each request that conforms to the terms of this Agreement shall be effective upon receipt by the Lender, shall be in writing or by telephone or telecopy transmission, and in the case of a request by telephone or telecopy transmission, shall be confirmed in writing (including e-mail) by the Borrower if so requested by the Lender, by (i) an Officer; or (ii)

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a Person designated as the Borrower’s agent by an Officer in a writing delivered to the Lender; or (iii) a Person whom the Lender reasonably believes to be an Officer or such a designated agent, which confirmation shall specify whether the Advance shall be a Floating Rate Advance or a LIBOR Advance and, with respect to any LIBOR Advance, shall specify the principal amount of the LIBOR Advance and the Interest Period applicable thereto.  The Borrower shall repay all Advances even if the Lender does not receive such confirmation and even if the Person requesting an Advance was not in fact authorized to do so.  Any request for an Advance, whether written or telephonic, shall be deemed to be a representation by the Borrower that the conditions set forth in Section 4.2 have been satisfied as of the time of the request.

(c)            Disbursement .  Upon fulfillment of the applicable conditions set forth in Article IV, the Lender shall disburse the proceeds of the requested Advance by crediting the Borrower’s operating account maintained with Lender unless the Lender and the Borrower shall agree to another manner of disbursement.

4.              LIBOR Advances .  Section 2.2A is hereby added to the Credit Agreement as follows:

Section 2.2A          LIBOR Advances.

(a)            Converting Floating Rate Advances to LIBOR Advances; Procedures .  So long as no Default Period is in effect, the Borrower may convert all or any part of the principal amount of any outstanding Floating Rate Advance into a LIBOR Advance by requesting that the Lender convert same no later than the Cut-off Time on the Business Day that is two (2) Business Days prior to the Business Day on which the Borrower wishes the conversion to become effective.  Each request that conforms to the terms of this Agreement shall be effective upon receipt by the Lender and shall be confirmed in writing (including e-mail) by the Borrower if the Lender so requests by any Officer or designated agent identified in Section 2.2(b) or Person reasonably believed by the Lender to be such an Officer or designated agent, which request shall specify the Business Day on which the conversion is to occur, the total amount of the Floating Rate Advance to be converted, and the applicable Interest Period.  Each such conversion shall occur on a Business Day, and the aggregate amount of Floating Rate Advances converted to LIBOR Advances shall be in multiples of $1,000,000, with a minimum conversion amount of at least $1,000,000.

(b)            Procedures at End of an Interest Period .  Unless the Borrower requests a new LIBOR Advance in accordance with the procedures set forth below, or prepays the principal of an outstanding LIBOR Advance at the expiration of an Interest Period, the Lender shall automatically and without request of the Borrower convert each LIBOR Advance to a Floating Rate Advance on the last day of the relevant Interest Period.  So long as no Default exists, the Borrower may cause all or any part of any maturing LIBOR Advance to be renewed as a new LIBOR Advance by requesting that the Lender continue the maturing Advance as a LIBOR Advance no later than the Cut-off Time on the Business Day that is two (2) Business Days prior to the Business Day constituting the

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first day of the new Interest Period.  Each such request shall be confirmed in writing (including e-mail) by the Borrower upon the Lender’s request by any Officer or designated agent identified in Section 2.2(b), or by a Person reasonably believed by the Lender to be such an Officer or designated agent, which confirmation shall be effective upon receipt by the Lender, and which shall specify the amount of the expiring LIBOR Advance to be continued and the applicable Interest Period.  Each new Interest Period shall begin on a Business Day and the amount of each LIBOR Advance shall be in multiples of $1,000,000, with a minimum Advance of at least $1,000,000.

(c)            Setting and Notice of Rates .  The Lender shall, with respect to any request for a LIBOR Advance under Section 2.2 or a conversion or renewal of a LIBOR Advance under this Section 2.2A, provide the Borrower with a LIBOR quote for each Interest Period identified by the Borrower on the Business Day on which the request was made, if the request is received by the Lender prior to the Cut-off Time, or for requests received by the Lender after the Cut-off Time, on the next Business Day or on the Business Day on which the Borrower has requested that the LIBOR Advance be made effective. If the Borrower does not immediately accept a LIBOR quote, the quoted rate shall expire and any subsequent request from Borrower for a LIBOR quote shall be subject to redetermination by the Lender of the applicable LIBOR for the LIBOR Advance.

(d)            Taxes and Regulatory Costs .  The Borrower shall pay the Lender with respect to any Advance, upon demand and in addition to any other amounts due or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority and related in any manner to LIBOR, and (ii) future, supplemental, emergency or other changes in the LIBOR Reserve Percentage, assessment rates imposed by the Federal Deposit Insurance Corporation, or similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from compliance by the Lender with any request or directive (whether or not having the force of law) from any central bank or other governmental authority and related in any manner to LIBOR to the extent they are not included in the calculation of LIBOR.  In determining which of the foregoing are attributable to any LIBOR option available to the Borrower hereunder, any reasonable allocation made on a timely basis by the Lender among its operations shall be conclusive and binding upon the Borrower.

5.              Contracted Funds Breakage Fees .  Section 2.6(g) is hereby added to the Credit Agreement as follows:

(g)            Contracted Funds Breakage Fees .  The Borrower may prepay the principal amount of the Revolving Note at any time in any amount, whether voluntarily or by acceleration, provided, however , that if the principal amount of any Revolving Note LIBOR Advance is prepaid, the Borrower shall pay to the Lender immediately upon demand a contracted funds breakage fee equal to the sum of the discounted monthly differences for each month from the month of prepayment through the month in which such Interest Period matures, calculated as follows for each such month:

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(i)             Determine the amount of interest which would have accrued each month on the amount prepaid at the interest rate applicable to such amount had it remained outstanding until the last day of the applicable Interest Period.

(ii)            Subtract from the amount determined in (i) above the amount of interest which would have accrued for the same month on the amount prepaid for the remaining term of such Interest Period at LIBOR in effect on the date of prepayment for new loans made for such term in a principal amount equal to the amount prepaid.

(iii)           If the result obtained in (ii) for any month is greater than zero, discount that difference utilizing the LIBOR set forth in (ii) above as the discount factor.

The Borrower acknowledges that prepayment of the Revolving Note may result in the Lender incurring additional costs, expenses or liabilities, and that it is difficult to ascertain the full extent of such costs, expenses or liabilities.&