Unsecured Past Advance Loan Promissory Note between HealthAxis Inc. and HealthAxis.com, Inc. dated September 28, 2000

Summary

HealthAxis Inc. has issued an unsecured promissory note to HealthAxis.com, Inc. for $1,304,589, covering prior unpaid borrowings. The note accrues interest at 12% per year and is due in full on the earlier of March 31, 2001, the completion of a specified reorganization, or certain corporate events like a merger or sale. The note can be prepaid at any time without penalty. If HealthAxis Inc. defaults, the entire amount becomes immediately due. The agreement is governed by Pennsylvania law.

EX-10.6 7 0007.txt EXHIBIT 10.6 UNSECURED PAST ADVANCE LOAN PROMISSORY NOTE ("Note") $1,304,589.00 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 prior unpaid borrowings by the Company from the Holder, in lawful money of the United States of America, the principal sum of One Million Three Hundred Four Thousand Five Hundred Eighty-Nine Dollars ($1,304,589.00), together with interest on the unpaid principal balance hereof at the rate set forth herein. This Note is the UnSecured Past Advance Promissory Note 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 loan and the principal amount outstanding under this Note shall not at any time exceed the amount set forth in Section 1.1 above. 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. Term/Demand. 3.1 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 3.3 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. 3.2 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. 3.3 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) an Event of Default as described in Section 8 herein Section 4. Amendments. This Note may not be varied, amended or modified except in writing signed by the Company and the Holder. Section 5. 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 6. 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: (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. 2 Section 7. Default. 7.1 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 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 3 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 8(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 8(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. 7.2 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 8. General Provisions. 8.1 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. 8.2 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 8.3 If any part of this Note is adjudged illegal, invalid or unenforceable, then the remainder hereof shall not be affected hereby. [Remainder of page left intentionally blank] 4 IN WITNESS WHEREOF, Company has executed this Note as of the date first above written. HEALTHAXIS INC. By: /s/ Michael Ashker ------------------------------ Michael Ashker President & CEO 5