First Amendment To The Loan And Security Agreement

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 purs ...