ex10_27.htm








EXHIBIT 10.27







United States Department of the Treasury


1500 Pennsylvania Avenue, NW


Washington, D.C. 20220


 


July 27, 2011







Ladies and Gentlemen:







Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”).  Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.  Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).


 


In connection with the consummation of the repurchase (the “Repurchase”) by the Company from the Investor, on the date hereof, of the number of Preferred Shares listed on Schedule A hereto (the “Repurchased Preferred Shares”), as permitted by the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009:


 


(a)           The Company hereby acknowledges receipt from the Investor of the share certificate(s) set forth on Schedule A hereto representing the Preferred Shares;


 


(b)           The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Repurchased Preferred Shares at a price per share equal to the Liquidation Amount per share, together with any accrued and unpaid dividends to, but excluding, the date hereof; and


 


(c)           The Investor hereby acknowledges receipt from the Company of a share certificate for the number of Preferred Shares set forth on Schedule A hereto, equal to the difference between the Preferred Shares represented by the certificate referenced in clause (a) above and the Repurchased Preferred Shares.


 




  





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This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.







This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.  Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.


 


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In witness whereof, the parties have duly executed this letter agreement as of the date first written above.


 




	 	
UNITED STATES DEPARTMENT OF

	 
	 	THE TREASURY	 
	 	 	 	 
	
 

	
By: 

	/s/ Timothy G. Massad  	 
	 	 	 	 
	 	 	Name:   Timothy G. Massad	 
	 	 	Title:     Assistant Secretary for	 
	 	 	                 Financial Stability	 







 




	 	
COMPANY:

	 
	 	C&F FINANCIAL CORPORATION	 
	 	 	 
	 	 	 
	
 

	
By: 

	/s/ Larry G. Dillon	 
	 	 	 	 
	 	 	Name:   Larry G. Dillon	 
	 	 	Title:     Chairman, President and Chief	 
	 	 	                 Executive Officer	 







                                                     




  





  











  






        



SCHEDULE A








	
General Information:

	 	  
	 	 	 
	
Date of Letter Agreement incorporating the Securities Purchase Agreement:

	 	
January 9, 2009


	 	 	 
	
Name of the Company:

	 	
C&F Financial Corporation


	 	 	 
	
Corporate or other organizational form of the Company:

	 	
Corporation


	 	 	 
	
Jurisdiction of organization of the Company:

	 	
Commonwealth of Virginia


	 	 	 
	
Number and series of preferred stock issued to the Investor at the Closing:

	 	
20,000 shares, Fixed Rate Cumulative Perpetual Preferred Stock, Series A


	 	 	 
	
Number of Initial Warrant Shares:

	 	
167,504


	  	 	  
	
Terms of the Repurchase:

	 	  
	 	 	 
	
Number of Preferred Shares repurchased by the Company:

	 	
10,000 shares


	 	 	 
	
Share certificate number (representing the Preferred Shares previously issued to the Investor at the Closing):

	 	
A-1


	 	 	 
	
Per share Liquidation Amount of Preferred Shares:

	 	
$1,000 per share


	 	 	 
	
Accrued and unpaid dividends on Preferred Shares:

	 	
$100,000.00


	 	 	 
	
Aggregate purchase price for Repurchased Preferred Shares:

	 	
$10,100,000.00


	 	 	 
	
Difference between the Preferred Shares and the Repurchased Preferred Shares:

	 	
10,000 shares


	 	 	 
	
Investor wire information for payment of purchase price: