EXHIBIT 10.20
FIRST AMENDMENT TO LOAN AND
SECURITY AGREEMENT
This First Amendment to Loan and
Security Agreement (“Amendment”) is dated as of
December 1, 2006 by C&F Finance Company
(“Borrower”) and Wells Fargo Financial Preferred
Capital, Inc. (“Lender”).
BACKGROUND
A. Borrower and Lender are parties
to a certain Loan and Security Agreement dated as of August 1,
2005 (as may hereafter be amended or modified from time to time,
the “Loan Agreement”) and related agreements,
instruments and documents (collectively, with the Loan Agreement,
the “Existing Loan Documents”). Capitalized terms used
but not otherwise defined in this Amendment shall have the meanings
respectively ascribed to them in the Loan Agreement.
B. Borrower has requested that
Lender amend the Loan Agreement in certain respects, all on the
terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto,
intending to be legally bound, hereby promise and agree as
follows:
1. Amendment . The Loan
Agreement is hereby amended in the following manner:
a. Definition . The following
definition contained in Section 1.1 of the Loan Agreement is
amended and restated in its entirety as follows:
“Termination Date” means
the earlier of (a) the Maturity Date; or (b) the date on
which the Commitment is terminated and the Loan becomes due and
payable pursuant to Section 9.1.
b. New Definition . The
following new definition is added to Section 1.1 of the Loan
Agreement as follows:
“ Maturity Date ”
means July 31, 2010, as such date may be extended from time to
time in accordance with the provisions of Section 2.4 of this
Agreement.
c. Extension and Adjustment of
Maturity Date . Section 2.4 of the Loan Agreement is
amended and restated in its entirety as follows:
2.4 Extension and Adjustment of
Maturity Date . Upon the mutual agreement of all parties to
this agreement, the Maturity Date may be extended. Any extension to
the Maturity Date shall be in writing and executed by the
authorized representatives of each party.
d. Prepayment .
Section 2.8(a) of the Loan Agreement is amended and restated
in its entirety as follows:
(a) Optional Prepayments .
Borrower may prepay the Loan from time to time, in full or in part
not to exceed $5,000,000 without notice, and, in part, in excess of
$5,000,000 upon 7 Business Day’s prior notice to WFFPC
without premium or penalty, provided that (i) in the event
Borrower repays the Loan in full prior to the date which is three
(3) years before the Maturity Date, Borrower shall pay a sum
equal to .5% of the Commitment as a prepayment fee; (ii) in
the event Borrower repays the Loan in full after such date, but
prior to the date which is one (1) year before the Maturity
Date, Borrower shall pay a sum equal to 0.25% of the Commitment as
a prepayment fee; (iii) prepayments shall be in a minimum
amount of $10,000 and $10,000 increments in excess thereof; and
(iv) partial prepayments prior to the Termination Date shall
not reduce WFFPC’s Commitment under this Agreement and may be
reborrowed, subject to the terms and conditions hereof for
borrowing, and partial prepayments will be applied first to accrued
interest and fees and then to outstanding Advances. Each Borrower
acknowledges that the above described fee is an estimate of
WFFPC’s damages in the event of early termination and is not
a penalty. In the event of termination of the credit facility
established pursuant to this Agreement, all of the Obligations
shall be immediately due and payable upon the termination date
stated in any notice of termination. All undertakings, agreements,
covenants, warranties and representations of Borrower contained in
the Credit Documents shall survive any such termination, and WFFPC
shall retain its liens in the Collateral and all of its rights and
remedies under the Credit Documents notwithstanding such
termination until Borrower has paid the Obligations to WFFPC, in
full, in immediately available funds, together with the applicable
termination fee, if any.
2. Legal and Filing Fees .
Borrower agrees to pay immediat
