SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Second Amendment to Loan and Security Agreement (“Amendment”) is dated as of March 16, 2007 by C&F Finance
Company (“Borrower”) and Wells Fargo Financial Preferred Capital, Inc. (“Lender”).
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
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby promise and agree as follows:
1. Waiver of Existing Event of Default. Upon the effectiveness of this Amendment, Lender shall be deemed to have
waived the Existing Default (as defined therein) caused by Borrower’s failure to comply with Section 6.4(d) of the Loan
Agreement for the calendar month ending December 31, 2006 (“Existing Default”), provided that Lender’s waiver thereof shall
not be deemed to be a waiver of any subsequent violations of any of the covenants contained in the Loan Agreement or a
waiver of any other Default or Event of Default which may have occurred but is not specifically referred to herein.
2. Amendment. The Loan Agreement is hereby amended in the following manner:
a. Financial Covenants. Section 6.4(d) of the Loan Agreement is amended and restated in its entirety as follows:
(d) Senior Debt to Capital Base. At all times, a ratio of Senior Debt to Capital Base of not more than 4.25 to 1.0.
3. Legal and Filing Fees. Borrower agrees to pay immediately upon demand therefor all legal fees and ou