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SECURED REVOLVING LINE OF CREDIT
Promissory Note ("Note")
$1,100,000.00 September 28, 2000
East Norriton, Pennsylvania
Section 1. Promise to Pay.
1.1 FOR VALUE RECEIVED, HealthAxis Inc., a Pennsylvania corporation
with its corporate offices located at 2500 DeKalb Pike, East Norriton,
Pennsylvania ("HAI" or "Company") hereby promises to pay to HealthAxis.com, Inc.
located at 2500 DeKalb Pike, East Norriton, Pennsylvania ("HA.com" or "Holder"),
or his successors or assigns, in connection with a Secured Revolving Line of
Credit agreed to between Company and Holder, in lawful money of the United
States of America, up to the principal sum of One Million One Hundred Thousand
Dollars ($1,100,000.00), or, if less, the aggregate principal balance hereunder,
together with interest on the unpaid principal balance hereof at the rate set
forth herein and on such terms and conditions set forth in the Loan Agreement
dated September 29, 2000 as attached hereto. This Note is the Secured Revolving
Line of Credit referred to in that certain Loan Agreement dated September 29,
2000 (the "Loan Agreement") and is expressly made subject to the terms of and
issued under such Loan Agreement
1.2 Subject to the limitations contained herein, this is a committed
line of credit, however the extension of funds under this Note are subject to
the prior approval of Holder. The principal amount outstanding under this Note
shall not at any time exceed the amount set forth in Section 1.1 above. Subject
to such limitation and the approval of Lender, amounts may be borrowed, repaid
and reborrowed hereunder.
Section 2. Interest.
This Note shall bear interest on the outstanding balance hereunder,
payable in a lump sum at the Termination Date which shall mean the first to
occur of (a) March 31, 2001 or (b) effectiveness of the Reorganization
contemplated by that certain Amended and Restated Agreement and Plan of
Reorganization, dated September 29, 2000, by and between HA.com and HAI, at the
per annum rate of twelve percent (12%). Interest shall be computed on the basis
of a year of 360 days and the actual number of days elapsed.
Section 3. Permitted Uses.
The proceeds of this Revolving Line of Credit shall be used solely to
fund (a) fees and expenses associated with the Reorganization, including legal
fees, accounting fees, SEC registration and filing fees, investment and
commercial banking fees, (b) interest when due on HAI's Convertible Debentures
and (c) certain HAI operating expenses, settlement costs with the Agents' Group
and costs through the close date of the Reorganization as generally described in
Schedule A attached hereto (collectively "Permitted Uses"). HAI shall deliver
once each month to the HAI Board of Directors and to the HA.com Board of
Directors a schedule setting forth all such expenses and draws that occurred
that month with appropriate detail to tie such report back to the cash flow
projection schedule the parties used to negotiate the Secured Revolving Credit
Loan.
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Section 4. Term/Demand.
4.1 Unless prepaid as provided herein, the principal balance and all
accrued interest due hereunder shall be due and payable on the Termination Date
or as set forth in Section 4.2 hereof. The unpaid principal of this Note and all
accrued interest may be prepaid in whole or in part at any time or from time to
time without penalty or premium and any such payment shall first be applied to
accrued and unpaid interest.
4.2 Company shall pay Holder each payment required hereunder at
Holder's office located in East Norriton, Pennsylvania, or, if requested in
writing by Holder, by wire transfer to the accounts of Holder. The unpaid
principal balance owing on this Note at any time shall be evidenced by Holder's
records. The unpaid principal and interest owing on this Note shall be due and
payable upon the first to occur of (i) the Termination Date or (ii) upon a
merger, change of control or sale of all or substantially all of the assets of
HAI or (iii) the Event of Default as described in Section 10 herein.
Section 5. Security and Pledge Agreement.
This Note is secured by a perfected first security interest in and to
shares of HealthAxis.com, Inc. common stock, pledged to Holder in accordance
with and subject to the terms of the Security and Pledge Agreement dated
September 29, 2000, attached hereto as Exhibit B and made a part hereof (the
"Security Agreement").
Section 6. Amendments.
This Note may not be varied, amended or modified except in writing
signed by the Company and the Holder.
Section 7. Governing Law.
This Note has been delivered to Holder and accepted by Holder in the
Commonwealth of Pennsylvania. This Note shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
Section 8. Notice.
Any notice or other communication required or which may be given
hereunder shall be in writing and either delivered personally or mailed,
certified, registered or express mail, or courier service, postage prepaid, and
shall be deemed given when so delivered personally or if by certified or
registered mail, four days after the date of mailing or if express mailed or
sent by courier service, one day after the date of mailing or sending, as
follows:
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(i) if to Holder, to:
HealthAxis.com, Inc.
2500 DeKalb Pike
East Norriton, PA 19401
Attn: Michael Ashker, President & CEO
cc: Michael G. Hankinson, General Counsel
(ii) if to Company, to:
HealthAxis Inc.
2500 DeKalb Pike
East Norriton, PA 19401
Attn: Michael Ashker, President & CEO
or to such other address as any party may designate to the others by notice set
forth above.
Section 9. Senior Debt of the Company.
The Company acknowledges and agrees that the obligations to pay
principal and interest on this Note and any other amounts payable hereunder
shall constitute Senior Indebtedness of the Company, as such term is defined in
that certain Subordination Agreement dated as of September 29, 2000, by and
among the parties thereto (the "Subordination Agreement"), and pursuant to the
terms of the Subordination Agreement the payment hereof has been expressly made
senior to the prior payment of all Junior Indebtedness (as such term is defined
in the Subordination Agreement). The provisions of this Note and the
Subordination Agreement shall be enforceable by all persons who hold, become
holders of, or continue to hold, Senior Indebtedness; such provisions are made
for the benefit of the holders of Senior Indebtedness, and such holders are made
obligees hereunder and any one or more of them may enforce such provisions.
Section 10. Default.
10.1 In case one or more of the following events (each, an
"Event of Default") (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) shall have occurred and
be continuing:
a. default in the payment of (i) principal hereof or interest
hereon when due, which default (in the case of interest) shall not have been
cured within five (5) Business Days following the date due; or
b. failure on the part of the Company to duly observe or
perform any other of the covenants or agreements on the part of the Company
contained in this Note or the Loan Agreement for a period of ten (10) Business
Days after the earlier of (x) the date on which any officer of the Company shall
have obtained actual knowledge of such failure or (y) the date on which written
notice thereof has been given to the Company by the Holder unless such failure
is cured within ten (10) days; or
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c. a court having jurisdiction shall enter a decree or order
for relief in respect of the Company or any of its Subsidiaries in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Company or any of
its Subsidiaries or for any substantial part of the property of the Company or
any of its Subsidiaries or ordering the winding up or liquidation of the affairs
of the Company or any of its Subsidiaries, and such decree or order shall remain
unstayed and in effect for a period of sixty (60) consecutive days; or
d. the Company or any of its Subsidiaries shall commence a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consent to the entry of an order for relief in an
involuntary case under any such law, or consent to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Company or any of its Subsidiaries or for any
substantial part of the property of the Company or any of its Subsidiaries, or
the Company or any of its Subsidiaries shall make any general assignment for the
benefit of creditors; or
e. any representation or warranty made by the Company to
Holder in connection with the Reorganization and agreements related thereto
which prove to have been incorrect in any material respect when made; or
f. there shall have occurred an Event of Default (as defined
from time to time) under the terms of the Company's 2% Convertible Debentures;
then, in each and every such case (other than an Event of Default specified in
Section 10(d) hereof), unless the principal hereof shall have already become due
and payable, by notice in writing to the Company (the "Acceleration Notice"),
Holder may terminate all obligations to fund Company under any loan agreements
between Holder and Company, and Holder declare the entire principal amount of
each and every promissory note from Company to Holder owned by Holder and any
interest accrued thereon (and, in lieu thereof, the aggregate amounts described
below) to be due and payable immediately, and upon any such declaration the same
shall become immediately due and payable. If an Event of Default specified in
Section 10(d) occurs, Holder may terminate all obligations to fund Company under
any loan agreements between Holder and Company, and the principal of, and any
accrued interest on, each and every Promissory Note from Company to Holder shall
become and be immediately due and payable without any declaration or other act
on the part of any Holder.
10.2 Within five (5) Business Days of receipt by the Holder of payment
in full of the amount due to the Holder hereunder, the Holder shall return the
Note to the Company. Upon an Event of Default the Holder need not provide, and
the Company hereby waives, any presentment, demand, protest or other notice of
any kind, and the Holder may immediately and without expiration of any grace
period enforce any and all of its rights and remedies hereunder and all other
remedies available to it under applicable law. Any demand for payment may be
rescinded and annulled by the Holder at any time prior to payment hereunder. No
such rescission or annulment shall affect any subsequent Event of Default or
impair any right consequent thereon.
Section 11. General Provisions.
11.1 No failure to exercise, delay in exercising, or single or partial
exercise by the Holder of any right, power of remedy with respect to this Note
shall constitute a waiver thereof, preclude any other or further exercise
thereof, or preclude the exercise of any other right, power or remedy. Borrower,
to the extent allowed by applicable law, waives presentment, demand for payment,
protest and notice of dishonor. Upon any change in the terms of this Note, and
unless otherwise expressly stated in writing, no party who signs this Note shall
be released from liability. Company may not renew, extend, amend or modify this
Note without the consent of the Holder.
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11.2 All of the terms and provisions of this Note shall be binding
upon, inure to the benefit of and be enforceable by each of the parties hereto,
and their respective successors and permitted assigns.
11.3 If any part of this Note is adjudged illegal, invalid or
unenforceable, then the remainder hereof shall not be affected hereby.
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IN WITNESS WHEREOF, Company has executed this Note as of the date first
above written.
HealthAxis Inc.
By: /s/ Michael Ashker
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Michael Ashker
President & CEO
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SCHEDULE A
Expected Operating Expenses
"Permitted Uses"
Legal
Accounting
Consulting
Payroll
Severances
401(k)
Employee Benefits for Employees and Retirees
Company Insurance Premium
Agent's Penalties
Advest
Agent's settlement
Capital leases
Debenture interest
Travel
Public Filing Production
Directors' Fee
Bank Fees
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