Revolving Bridge Loan Agreenent

Silicon Valley Bank 3003 Tasman Drive Santa Clara, CA 95054-1191 408-654-7400


June 5, 1996


N. Nicoll Snow, CFO Cardiopulmonary Corp. 200 Cascade Blvd. Milford, CT 06460


Dear Nick:


We are pleased to inform you that Silicon Valley Bank, a California-chartered bank ("Lendee') with its principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at Wellesley Office Park, 40 William Street, Suite 350, Wellesley, Massachusetts 02181 doing business under the name "Silicon Valley East," has approved a Revolving Bridge Line in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the "Bridge Loan" or sometimes referred to as the "Loan") for use by Cardiopulmonary Corp., (the "Borrowee') subject to the following terms and to the Lenders periodic review.


The Loan shall not become effective unless and until an executed copy of this letter together with all necessary accompanying documentation as well as the facility fee described below has been returned to the Lender, which must take place within 30 days from the date of this letter.


Borrowings under the Bridge Loan will be permitted through September 15, 1996 (the "Maturity Date"). Borrower shall pay regular monthly payments of all accrued interest due as of each payment date, beginning July 15, 1996 and all subsequent interest payments will be due on the same day of each month thereafter. The final payment, due September 15, 1996, will be for all outstanding principal plus all accrued interest not yet paid.


Borrowings under the (a) Bridge Loan shall bear interest at a rate of two and one-half percentage points (2.500%) over Lendees Prime Rate. Prime Rate means the rate from time to time announced and made effective by Lender as its Prime Rate. Borrowers interest rate shall change each time the Prime Rate changes. Interest will be charged monthly in arrears and shall be calculated on a 360-day year. Lender shall be authorized to debit Borrowees principal account or any other account maintained by Borrower with Lender for any principal, interest or fees associated with Borrowees Loans with or without notice to Borrower. Borrower shall pay to Lender facility fees in the amount of Five Thousand and 00/100 Dollars ($5,000.00) as well as all out-of-pocket expenses incurred by Lender in connection with the establishment of the Loan, including all reasonable legal and documentation costs associated with documenting the credit, which must be paid at the time the documents are returned to Lender.


Borrowings under the Bridge Loan shall be secured by a first security interest in the Borrowers present and future accounts receivable, inventory, chattel paper, accounts, contract rights, copyrights, patents,


(Member FDIC)
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trademarks, other general intangibles and the proceeds thereof, all other assets, all monies, and all other property in Lender's possession which Lender may us ...