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EXHIBIT 10.22
THIRD AMENDMENT TO LOAN AND SECURITY
AGREEMENT
This Third Amendment to Loan and Security Agreement
("Amendment") is dated as of June 18, 2007 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 . Effective as of the calendar month ending
June, 2007, the Loan Agreement is hereby amended in the following
manner:
a. Financial Covenants . Subsections (a) and
(d) of Section 6.4 of the Loan Agreement are amended and
restated in their entirety as follows:
(a) EBITDA Ratio . As of the end of each calendar month,
an EBITDA Ratio of not less than 1:35 to 1.0.
(d) Senior Debt to Capital Base . At all times, a ratio
of Senior Debt to Capital Base of not more than 4.50 to 1.0.
2. Legal and Filing Fees . Borrower agrees to pay
immediately upon demand therefor all legal fees and out-of-pocket
expenses of Lender related to this Amendment, including the
preparation, negotiation, documentation, execution, filing and
delivery thereof.
3. Effectiveness Conditions . This Amendment shall be
effective upon the completion of the following conditions precedent
(all agreements, documents and instruments to be in form and
substance satisfactory to Lender and Lender’s counsel):
a. Execution and delivery by Borrower to Lender of this
Amendment; and
b. Execution and/or delivery of all other agreements,
instruments and documents requested by Lender to effectuate and
implement the terms hereof and the Existing Loan Documents.
4. Representations and Warranties . Borrower represents
and warrants to Lender that:
a. All warranties and representations made to Lender under the
Loan Agreement and the Existing Loan Documents are true and correct
as to the date hereof.
b. The execution and delivery by Borrower of this
Amendment and the performance by Borrower of the transactions
herein contemplated: (i) are and will be within such
party’s powers, (ii) have been authorized by all
necessary organizational action, and (iii) are not and will
not be in contravention of any order of any court or other agency
of government, of law or any other indenture, agreement or
undertaking to which Borrower or by which the property of Borrower
is bound, or be in conflict with, result in a breach of, or
constitute (with due notice and/or lapse of time) a default under
any such indenture, agreement or undertaking or result in the
imposition of any lien, charge or encumbrance of any nature on any
of the properties of Borrower.
c. This Amendment and any assignment, instrument, document, or
agreement e
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