HEALTHAXIS INC
8-K, EX-10.1, 2000-12-14
COMPUTER PROGRAMMING SERVICES
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                        SETTLEMENT AND RELEASE AGREEMENT

         THIS SETTLEMENT AND RELEASE AGREEMENT is made and entered into as of
the 12th day of December, 2000 by and between HANNOVER LIFE REASSURANCE COMPANY
OF AMERICA, a Florida corporation ("Hannover"), and HEALTHAXIS INC., a
Pennsylvania corporation ("HAXS").

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, HAXS (formerly known as Provident American Corporation)
executed in favor of Hannover (formerly known as Reassurance Company of
Hannover) and in favor of Central Reserve Life Insurance Company ("CRL") that
certain Guaranty dated December 29, 1998, as amended (the "Guaranty"), whereby
HAXS guaranteed certain payments owed by HAXS' then affiliate, Provident
Indemnity Life Insurance Company, to Hannover and the observance of various
covenants, all as more particularly set forth in the Guaranty; and

         WHEREAS, CRL assigned, quit claimed and conveyed to Hannover all of
CRL's right, title and interest in and to the Guaranty; and

         WHEREAS, Hannover alleges that HAXS has defaulted under the terms of
the Guaranty and Hannover believes it is entitled to immediately enforce all of
its rights and remedies under the Guaranty; and

         WHEREAS, HAXS desires to pay Hannover a cash settlement in
consideration for the full and complete release of HAXS by Hannover of all
liability under the Guaranty; and

         WHEREAS, Hannover desires to accept a cash settlement payment from HAXS
as full consideration and satisfaction of its rights and remedies under the
Guaranty and to release HAXS from liability under the Guaranty, but only upon
and subject to the terms and conditions set forth herein.

         NOW, THEREFORE, for and in consideration of the satisfaction of
Hannover's rights and remedies under the Guaranty (as hereinafter provided), the
cash settlement payment by HAXS to Hannover, the release by Hannover of HAXS'
liability under the Guaranty, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties hereto,
the parties agree as follows:

         1. Recitals. The foregoing recitals are true and correct and are hereby
incorporated herein by this reference.

         2. Settlement. Upon and subject to the terms and conditions set forth
herein, HAXS' obligations and liability to Hannover under the Guaranty shall be
fully satisfied and discharged as follows:


            2.1. Cash Payment. On the Effective Date (as defined herein), HAXS
shall and hereby agrees to pay to Hannover, and Hannover shall and agrees to
accept from HAXS, a cash payment in the amount of Four Million Two Hundred Fifty
Thousand Dollars ($4,250,000.00) as full and final payment and settlement of all
monies due to Hannover from HAXS now and forever under the Guaranty.


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            2.2. Termination and Release of Liability. On the Effective Date
upon receipt by Hannover of the cash payment provided in Section 2.1, (a) the
Guaranty shall be terminated and of no further force and effect, (b) the Stock
Pledge Agreement between HAXS and Hannover, pursuant to which certain shares of
the common stock of Provident Indemnity Life Insurance Company ("PILIC") were
pledged as collateral to secure obligations under the Guaranty, shall be
terminated and of no further force and effect, and (c) HAXS shall be
unconditionally released, remised, acquitted, satisfied and forever discharged
by Hannover from any and all liability, claims and/or costs now, then or forever
asserted to be owing to Hannover by HAXS under the Guaranty or the Stock Pledge
Agreement.

         3. General Representations, Warranties and Covenants of HAXS. As an
inducement to Hannover's agreeing to enter into this Agreement, HAXS hereby
represents, warrants and covenants to Hannover as of the date hereof through and
including the Effective Date as follows:

            3.1. Authority. HAXS is a corporation duly organized, validly
existing and in good standing under the laws of the Commonwealth of Pennsylvania
and has full corporate power and lawful authority to enter into this Agreement.
The execution, delivery and performance of this Agreement has been duly and
properly authorized pursuant to all requisite corporate action in accordance
with HAXS' articles of incorporation, bylaws, and the laws of the Commonwealth
of Pennsylvania, and do not and will not violate any provisions of any law,
rule, regulation, order, writ, judgment, injunction or decree applicable to
HAXS, or result in a breach or default of any agreement or instrument to which
HAXS is a party.

            3.2. Guaranty. The obligations of HAXS under the Guaranty constitute
the valid and legally binding obligations of HAXS enforceable against HAXS in
accordance with the terms of the Guaranty (subject in all cases to the extent
that enforcement of the Guaranty may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of
general application relating to or affecting the enforcement of the rights of
creditors and the application of general principles of equity, regardless of
whether enforcement is sought in a proceeding at law or in equity).

            3.3. No Bankruptcy Intent. HAXS has no intent to file any voluntary
petition under any Chapter of the Bankruptcy Code, Title 11, U.S.C.A.
(hereinafter referred to as the "Bankruptcy Code"), or in any manner to seek
relief, protection, reorganization, liquidation, dissolution or similar relief
for debtors under any local, state, federal or other insolvency laws or laws
providing for relief of debtors, or in equity. Furthermore, to its knowledge
HAXS is not aware of any person(s) or creditor(s) which intend(s) to file an
involuntary petition in bankruptcy against HAXS under the Bankruptcy Code. HAXS
covenants to Hannover and agrees to immediately notify Hannover of any intent by
HAXS, or to the knowledge of HAXS by any person(s) or creditor(s), to file any
voluntary or involuntary, as applicable, petition in bankruptcy against HAXS
under the Bankruptcy Code. The parties agree that the representations,
warranties and covenants of HAXS regarding notification contained in this
Section 3.3 shall survive the Effective Date for a period of one (1) year.

                                      -2-

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         4. General Representations, Warranties and Covenants of Hannover. As an
inducement to HAXS' agreeing to enter into this Agreement, Hannover hereby
represents, warrants and covenants to HAXS as of the date hereof through and
including the Effective Date as follows:

            4.1. Authority. Hannover is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida and has
full power and lawful authority to enter into this Agreement. The execution,
delivery and performance of this Agreement have been duly and properly
authorized pursuant to all requisite corporate action in accordance with each of
its articles of incorporation, bylaws, and the laws of the State of Florida, and
do not and will not violate any provisions of any law, rule, regulation, order,
writ, judgment, injunction or decree applicable to Hannover, or result in a
breach or default of any agreement or instrument to which Hannover is a party.

            4.2 CRL Assignment. CRL has assigned, quit claimed and conveyed to
Hannover all of CRL's right, title and interest in and to the Guaranty and the
Stock Pledge Agreement, and CRL retains no rights thereunder.

         5. Closing. The closing of the transaction contemplated hereby shall
occur on the earlier of (i) the date on which HAXS and HealthAxis.com, Inc.
close on the transaction involving the transfer and sale by HAXS to
HealthAxis.com, Inc. of HAXS's office building located in East Norriton,
Pennsylvania (the "HAXS Building Transaction"), or (ii) December 15, 2000 (the
"Effective Date").

            5.1. On the Effective Date, the parties shall execute and deliver
the following:

               5.1.1. Cash Payment. HAXS shall pay Hannover the cash settlement
amount of $4,250,000, such payment to be made by wire transfer of immediately
available cash funds to an account designated by Hannover not less than 48 hours
prior to the Effective Date.

               5.1.2 Bring Down Certificates. HAXS and Hannover shall each
execute and deliver a Certificate certifying that all of their respective
covenants, representations and warranties contained herein are true and complete
as of the Effective Date.

               5.1.3. Collateral. Hannover shall deliver to HAXS a certificate
or certificates representing shares in PILIC pledged to Hannover in accordance
with the terms of the Stock Pledge Agreement.

            5.2 Termination. In the event that all of the respective covenants,
representations and warranties of HAXS and Hannover are not materially true and
complete ("in breach") as of or prior to the Effective Date, then the
non-breaching party may terminate this Agreement at any time prior to completion
of the Closing and this Agreement shall be of no further legal force or effect.
In the event the Closing has not occurred by December 15, 2000 because the HAXS
Building Transaction has not closed, such failure to close shall constitute a
material breach of this Agreement by HAXS and Hannover may immediately terminate
this Agreement.

                                      -3-

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         6. Litigation and Attorneys' Fees. If either party to this Agreement
shall bring suit in connection with the enforcement or interpretation of any
provisions hereof, the prevailing party on any issue in any such litigation and
any appeals therefrom shall be entitled to recover from the other party, in
addition to any other relief granted as a result of such litigation, all costs
and expenses of such litigation and reasonable attorneys' fees and paralegals'
fees incurred prior to trial, at trial, on appeal and in connection with any
bankruptcy proceedings.

         7. Time of Essence. Time is of the essence of this Agreement and in the
performance of all conditions and covenants to be performed or satisfied by
either party hereto. Whenever a date specified herein shall fall on a Saturday,
Sunday or legal holiday, the date shall be extended to the next succeeding
business day.

         8. Captions and Paragraph Headings. Captions and paragraph headings
contained in this Agreement are for convenience and reference only and in no way
define, describe, extend or limit the scope or content of this Agreement nor the
intent of any provision hereof.

         9. Notices. Any notice or other communication permitted or required to
be given hereunder by one party to the other shall be in writing and shall be
hand delivered, sent by overnight courier service requiring receipt or mailed by
registered or certified United States Mail, postage prepaid, return receipt
requested, to the party entitled or required to receive the same at the address
specified below or at such other address as may hereafter be designated in
writing by any such party. Notice shall be deemed given when actually received.

         To Hannover:        Steven B. Najjar, Esq.
                             Hannover Life Reassurance Company of America
                             800 North Magnolia Avenue, Suite 1400
                             Orlando, Florida  32803-3251

         With a copy to:     Lowndes, Drosdick, Doster,
                             Kantor & Reed, P.A.
                             215 N. Eola Drive
                             P. O. Box 2809
                             Orlando, Florida  32802
                             Attention: William R. Bird, Jr., Esquire

         To HAXS:            Michael Ashker
                             HealthAxis Inc.
                             2500 DeKalb Pike
                             East Norriton, Pennsylvania 19401
                             cc: Michael G. Hankinson, General Counsel




                                      -4-

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         10. Governing Law and Binding Effect. The interpretation and
enforcement of this Agreement shall be governed by and construed in accordance
with the laws of the State of Florida without regard to applicable principles of
conflicts of laws. The terms and provisions of this Agreement shall bind, and
the benefits and advantages hereof shall inure to and be enforceable by,
Hannover and HAXS as well as their respective affiliates, subsidiaries,
successors and permitted assigns. Whenever used herein, the singular name shall
include the plural, the plural the singular, and the use of any gender shall be
applicable to all genders.

         11. Jurisdiction; Service of Process. Each party hereto agrees that any
claim or cause of action, whether in law or equity, arising under or relating to
this Agreement shall be brought in the state court of Orange County, Florida or
its equivalent and may not be brought in, or removed to, any federal United
States District Court to the extent that such court would have jurisdiction over
the subject matter of such action. Each party hereto hereby consents and submits
to the in personam jurisdiction of such court, and to the extent permitted by
law, hereby consents that all service of process may be made by certified or
registered mail, postage prepaid and return receipt requested. Each party hereto
waives any objection based on forum non conveniens and waives any objection to
venue of any action instituted hereunder to the extent that an action is brought
in the court identified in this Section 12. Each party hereto agrees that a
judgment in any such action shall be final, conclusive and non-appealable and
may be enforced in any other jurisdiction in any manner provided by law.

         12. Integrated Contract and Modification. This Agreement represents the
complete and entire understanding and agreement between and among the parties
hereto with regard to all matters involved in this Agreement and supersedes any
and all prior or contemporaneous agreements, whether written or oral. This
Agreement may not be modified or amended except in writing signed by all
parties.

         13. Survival of Provisions. Except as expressly herein provided, the
covenants, representations, warranties, acknowledgments, agreements and
obligations contained in this Agreement shall not survive the termination of, or
the consummation of the transactions contemplated by, this Agreement.

         14. No Limitation on Remedies. No right, power or remedy conferred or
reserved in this Agreement is intended to be exclusive of any other right, power
or remedy conferred upon or reserved hereunder, or at law or in equity, and each
and every remedy shall be cumulative and concurrent, and shall be in addition to
each and every other right, power and remedy given hereunder, or now or
hereafter existing at law or in equity, subject to the limitations contained
herein.

         15. No Waivers. No delay or failure on the part of any party hereto in
the exercise of any right or remedy hereunder shall operate as a waiver thereof,
and no single or partial exercise of any right or remedy hereunder shall
preclude other or further exercise thereof or the exercise of any other right or
remedy. No action or forbearance by any party contrary to the provisions of this
Agreement shall be construed to constitute a waiver of any of the express
provisions hereof or thereof. Any party may in writing expressly waive any of
such party's rights under this Agreement without invalidating this Agreement or
any portion hereof.

                                      -5-

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         16. No Partnership, Joint Venture or Agency. Nothing contained in this
Agreement shall in any respect be interpreted, deemed or construed as making
Hannover a partner or joint venturer with HAXS, nor shall it be interpreted,
deemed or construed as making Hannover an agent or representative of HAXS, and
each of the parties agrees not to make any contrary assertion, contention, claim
or counterclaim. In no event shall Hannover be liable for debts or claims
accruing or arising against HAXS. The relationship of Hannover to HAXS is that
of "creditor" and "debtor".

         17. Pronouns. All personal pronouns used in this Agreement, whether
used in the masculine, feminine or neuter gender, shall include all other
genders; the singular shall include the plural, and vice versa.

         18. Counterparts; Facsimile Signatures. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original and all
of which taken together shall constitute one and the same instrument. Facsimile
signatures of the parties shall serve as original signatures and shall be
binding upon, and enforceable against, the parties.

         19. Construction of Agreement. Each party acknowledges that it has
participated in the negotiation of this Agreement, and no provision of this
Agreement shall be construed against or interpreted to the disadvantage of any
party hereto by any court or other governmental or judicial authority by reason
of such party's having or being deemed to have structured, dictated or drafted
such provision; that the parties, and each of them, at all times have had access
to an attorney in the negotiation of the terms of and in the preparation and
execution of this Agreement, and the parties, and each of them, has had the
opportunity to review and analyze this Agreement for a sufficient period of time
prior to the execution and delivery hereof; that no representations or
warranties have been made, or relied upon by the parties, or any of them,
pertaining to the subject matter of this Agreement, other than those that are
set forth in this Agreement, and all prior statements, representations and
warranties, if any, are totally superseded and merged into this Agreement, which
represents the final and sole agreement of the parties with respect to the
matters which are the subject hereof; that all of the terms of this Agreement
were negotiated at arms-length, and that this Agreement was prepared and
executed without fraud, duress, undue influence or coercion of any kind exerted
by any of the parties upon the others; and that the execution and delivery of
this Agreement is the free and voluntary act of each of the parties.

                                      -6-

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         IN WITNESS WHEREOF, Hannover and HAXS have executed this Agreement in
manner and form sufficient to bind them as of the day and year first above
written.


Signed, sealed and delivered in the           HANNOVER LIFE REASSURANCE
presence of the following witnesses:          COMPANY OF AMERICA, a Florida
                                              corporation


/s/ Steven B. Najjar                          By: /s/ Peter Schaefer
-----------------------------------               ----------------------------
Signature of Witness                          Printed Name: Peter Schaefer
                                              Title: Vice President

Steven B. Najjar
-----------------------------------
Printed Name of Witness


/s/ Patrick J. McLaughlin
-----------------------------------
Signature of Witness

Patrick J. McLaughlin
-----------------------------------
Printed Name of Witness



                                               HEALTHAXIS INC., a Pennsylvania
                                               corporation

/s/ Michael G. Hankinson                       By: /s/ Michael Ashker
-----------------------------------                ---------------------------
Signature of Witness                           Printed Name: Michael Ashker
                                               Title: President & CEO

/s/ Michael G. Hankinson
-----------------------------------
Printed Name of Witness

/s/ Healther I. Anderson
-----------------------------------
Signature of Witness

Heather I. Anderson
-----------------------------------
Printed Name of Witness




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