exv10w9



 



Exhibit 10.9


AMENDMENT

TO

MASTER LOAN AND SECURITY AGREEMENT



     This Amendment to Master Loan and Security Agreement (this
“Amendment”) dated as of September 25, 2003 is by and
between Oxford Finance Corporation (“Borrower”) and National
City Bank (“Lender”).


BACKGROUND



     A.     Borrower and Lender are parties to a Master Loan and Security
Agreement, dated as of May 2, 2003, (as further amended, restated, supplemented
or otherwise modified and in effect from time to time, the “Loan
Agreement”), pursuant to which Lender made available a secured credit
facility in the principal sum of Ten Million ($10,000,000) Dollars for the
benefit of Borrower under the terms and conditions thereof. All initially
capitalized terms used in this Amendment, unless otherwise specifically defined
herein, shall have the meanings ascribed to them in the Loan Agreement.


     B.     Lender and Borrower desire to amend the Loan Agreement to increase
temporarily the principal amount and extend the maturity date of the credit
facility subject to the terms and conditions hereof.


     NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants set forth herein, the parties hereto, intending to be legally bound
hereby, agree as follows:


          1. Ratification. This Amendment is a modification of
the Loan Agreement pursuant to Section 7.1 thereof. Except as expressly set
forth herein, or in any amendment to any of the documents referred to herein,
Borrower and Lender acknowledge and agree that each and every term, condition
and provision of the Loan Agreement is hereby ratified and confirmed in full.



          2. Amendment.



               2.1 Sections 1.2 and 1.3(b) of the Loan Agreement are hereby amended as of
the date hereof by deleting the dollar amount “$10,000,000” appearing in each
such Section and inserting therein the dollar amount “$15,000,000”.



               2.2 As of the date hereof, all references in the Loan Agreement and each
other Financing Document to the defined term “Promissory Note” (as defined in
Section 1.3(c) of the Loan Agreement) means and refers to that Amended and
Restated Promissory Note in the original principal amount of Fifteen Million
($15,000,000) Dollars made by Borrower on the date hereof in favor of Lender.



 






 





          3. Extension of Guidance Line of Credit. As of the
date of this Amendment, the reference to “September 30, 2003” in Section 1.2 of
the Loan Agreement relating to the expiration of the guidance line of credit is
replaced with “October 31, 2003”.



          4. Representations and Warranties. To induce Lender to
enter into this Amendment, Borrower represents and warrants to Lender as
follows:



               4.1 After giving effect to the modifications contained herein, all
representations, warranties and covenants made by Borrower to Lender in the
Loan Agreement (except those relating to a specific date) are true and correct
in all material respects as of the date hereof, with the same force and effect
as though made as of the date hereof;



               4.2 No Event of Default has occurred and is continuing under the Loan
Agreement as of the date hereof;



               4.3 This Amendment and any other documents and instruments executed and
delivered to Lender in connection herewith have been validly executed and are
enforceable against Borrower in accordance with their respective terms.



     Any failure of any of the representations and warranties made by Borrower
in this Amendment to be true and correct in all material respects when made
shall constitute an Event of Default under the Loan Agreement.


          5. Outstanding Indebtedness. Borrower hereby
unconditionally acknowledges that, as of the date hereof, the outstanding
principal balance of the Loan is $5,000,000. Borrower acknowledges and agrees
that the foregoing balance of the Loan, together with interest, which shall
accrue from the date hereof at the rates set forth in the Loan Agreement, is
owing to Lender without claim, counterclaim, recoupment, defense or setoff of
any kind.



          6. Condition Precedent. The effectiveness of this
Amendment is subject to the following condition precedent:



               6.1 Lender shall have received, in form and substance satisfactory to
Lender, resolutions of the Board of Directors of Borrower authorizing the
execution, delivery and performance of this Amendment, the Amended and Restated
Promissory Note, and the other documents and instruments executed and delivered
to Lender in connection herewith, certified by the Secretary of Borrower that
the same are true and complete copies of the originals thereof and remain in
full force and effect, not having been modified or rescinded.



          7. Miscellaneous.



               7.1 Entire Agreement. The Loan Agreement, as amended
by this Amendment, and the other Financing Documents, embody the entire
agreement and understanding



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between Lender and Borrower. The Loan Agreement, together
with this Amendment, and all documents executed and delivered herewith,
supersede all prior agreements and understandings relating to subject matter
hereof. This Amendment together with the Loan Agreement, and the documents
executed and delivered in connection herewith and therewith shall be construed
as one agreement.


               7.2 Counterparts. This Amendment may be executed in
any number of counterparts, each of which, when so executed and delivered,
shall be deemed to be an original and all of which, taken together, shall
constitute one and the same agreement. This Amendment shall be effective upon
the execution and delivery of a counterpart hereof by each of the parties
hereto.



               7.3 Captions. The captions or headings in this
Amendment are for convenience of reference only and in no way define, limit, or
describe the scope or intent of any provision of this Amendment.



               7.4 Successors and Assigns; Governing Law. This
Amendment shall be binding upon and inure to the benefit of the respective
parties hereto and their successors and assigns and shall be governed by, and
construed and enforced in accordance with, the internal laws of the
Commonwealth of Pennsylvania, without regard to its principles of conflicts of
laws.



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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day
and year first written above.



	 	 	 	 	 
	 	 	LENDER:
	 	 	 	 	 
	 	 	NATIONAL CITY BANK
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael J. Labrum                                  
	 	 	 	 	Michael J. Labrum, Senior Vice President
	 	 	 	 	 
	 	 	BORROWER:
	 	 	 	 	 
	 	 	OXFORD FINANCE CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael J. Altenburger                             
	 	 	 	 	Mike Altenburger, Chief Financial Officer




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