1
Exhibit 10.3
PRIVATE LINE OF CREDIT AGREEMENT
This Agreement is entered in San Diego, California on March 11, 1998
among CardioDynamics International Corporation, a California corporation
("CDIc"), Xxxxx X. Xxxxxxx ("Xxxxxxx") and Xxxxx X. Xxxxxxxx ("Xxxxxxxx").
Xxxxxxx and Xxxxxxxx are hereafter referred to jointly as the "Lenders".
1. The Lenders shall lend up to an aggregate of $3,000,000 from time to
time to CDIc, upon written request by CDIc, against respective promissory notes
in the form attached hereto (the "Notes"). The initial advances, to be made
today, shall be $85 by Xxxxxxx and $15 by Xxxxxxxx.
2. The Lenders agree to honor all requests for funds from CDIc, up to
the maximum set forth in paragraph 1, provided only that (a) CDIc's written
request is delivered to the Lenders at the Del Mar Country Club, X.X. Xxx 0000,
Xxxxxx Xxxxx Xx, Xxxxxxxxxx at least 14 days before the funding date specified
in the request, (b) of the amount requested, 85% is requested from Xxxxxxx and
15% is requested from Xxxxxxxx, and (c) at the time the request is delivered
CDIc is not in bankruptcy proceedings and is not in default in the payment of
interest under the Notes.
3. CDIc agrees that any payments under the Notes shall be in the same
85%/15% ratio.
4. This is the entire agreement among the parties with regard to the
subject matter of this Agreement. It cannot be amended except in a writing
signed by all parties.
5. The parties acknowledge that Xxxxxxx, Phleger & Xxxxxxxx LLP
represents in various matters each of CDIc, Paulson, Gilstrap, and entities
controlled by Xxxxxxx and/or Xxxxxxxx. The results in an actual conflict of
interest. The parties agree that in this transaction Xxxxxxx, Phleger & Xxxxxxxx
LLP is representing only CDIc, and is not representing either of the Lenders.
The parties consent to this representation alignment and waive the actual
conflict of interest involved. The Lenders acknowledge that they have been urged
to retain separate legal counsel to protect their interests in this transaction.
CARDIODYNAMICS INTERNATIONAL
CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------
President
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Secretary
/s/ Xxxxx X. Xxxxxxx
----------------------------------
XXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxxx
----------------------------------
XXXXX X. XXXXXXXX
