GUARANTY
THIS GUARANTY (this "Agreement"), is made and entered into on this 29th
day of December, 1998, by PROVIDENT AMERICAN CORPORATION, a Pennsylvania
corporation ("PAMCO"), in favor of REASSURANCE COMPANY OF Hannover, a Florida
corporation ("RCH"), as agent on behalf of itself and CENTRAL RESERVE LIFE
INSURANCE COMPANY, an Ohio corporation ("CRL").
RECITALS:
WHEREAS, PAMCO, Provident Indemnity Life Insurance Company, a
Pennsylvania corporation and wholly-owned subsidiary of PAMCO ("PILIC"), and CRL
will enter into that certain Stock Purchase Agreement, dated December 29, 1998
(the "Stock Purchase Agreement"), whereby PILIC shall sell to CRL all of the
outstanding capital stock of Provident American Life and Health Insurance
Company, a Pennsylvania corporation ("PALHIC");
WHEREAS, in connection with the Stock Purchase Agreement, RCH will
enter into a quota-share reinsurance agreement with PILIC (the "Hannover
Treaty") to reinsure all of the health insurance policies of PILIC, constituting
approximately $100 million in premium and including all business rewritten with
CRL or its affiliates (the "Ceded Block");
WHEREAS, pursuant to the Hannover Treaty, RCH will deliver to PILIC a
$10 million cash payment (the "Ceding Commission"), and all profits from the
Ceded Block will be retained by RCH until it has recaptured the entire Ceding
Commission, together with any losses incurred, plus interest thereon at 12% per
annum;
WHEREAS, as a material inducement to RCH to enter into the Hannover
Treaty and to CRL to enter into the Stock Purchase Agreement, PAMCO has agreed
to execute and deliver to RCH (as agent on behalf of itself and CRL) this
Agreement, pursuant to which PAMCO guarantees that RCH will actually receive at
least $10 million in net profits from the Ceded Block, plus interest thereon at
the rate of 12% per annum, within five years after the effective date of the
Hannover Treaty;
WHEREAS, PAMCO has duly authorized the execution, delivery and
performance of this Agreement; and
WHEREAS, PAMCO has and will receive direct and indirect benefits from
the transactions contemplated by the Hannover Treaty and the Stock Purchase
Agreement and the related transactions;
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, and in order to induce RCH to enter into the Hannover
Treaty and CRL to enter into the Stock Purchase Agreement as aforesaid, PAMCO
agrees as follows:
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SECTION 1. Guaranty. PAMCO hereby unconditionally guarantees the
following:
(a) Repayment of the Ceding Commission in the amount of Ten
Million Dollars ($10,000,000), plus simple interest thereon at the rate of 12%
per annum from the effective date of the Hannover Treaty, such repayment to be
made from the cumulative statutory net income derived from the Ceded Block
within five years after the effective date of the Hannover Treaty, provided,
however, the maximum amount which PAMCO shall be obligated to pay pursuant to
this Section 1(a) shall not exceed Five Million Dollars ($5,000,000) less the
cumulative amount of the overrides paid to NIA Corporation, a Colorado
corporation, with respect to the Ceded Block within the five year period after
the effective date of the Hannover Treaty;
(b) Interest on the amount to be paid by PAMCO to RCH pursuant
to Section 1(a) hereto at the rate of 12% per annum from the date hereof; and
(c) Reimbursement of all reasonable expenses (including
reasonable attorney' fees) incurred by RCH in enforcing any rights under this
Agreement;
(all such indebtedness, liabilities, obligations and expenses being collectively
referred to herein as the "Obligations").
SECTION 2. Repayment of the Ceding Commission. The repayment of the
Ceding Commission provided for in Section 1(a) hereto, shall be calculated
quarterly by RCH pursuant to Schedule C of the Hannover Treaty, and such
calculation shall be binding on PAMCO absent manifest error. RCH shall provide
PAMCO written notice setting forth calculation of the repayment of the Ceding
Commission for each quarter within a reasonable time after the end of each
quarterly period. The amount of repayment to be credited against the Ceding
Commission for each period shall be (i) the amount of the statutory net income
derived from the Ceded Block during such period, minus (ii) interest at the rate
of 12% per annum, for such period, on the amount of the Ceding Commission which
had not been repaid at the start of such period.
SECTION 3. Guaranty Absolute. PAMCO guarantees that the Obligations
will be paid strictly in accordance with the terms hereof and of the Hannover
Treaty regardless of any law, regulation or order now or hereafter in effect in
any jurisdiction affecting any of such terms or the rights of RCH with respect
thereto, except the provisions of the Pennsylvania Insurance Department Act of
1921, as amended (the "Code"). The liability of PAMCO under this Agreement shall
be absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of any of the Stock
Purchase Agreement, or any other agreement or instrument evidencing all or any
part of the Obligations;
(b) the absence of any attempt to collect the Obligations from
PILIC, any affiliate of PILIC or PAMCO, or any other person or guarantor;
(c) the waiver or consent by RCH with respect to any provision
of any document evidencing the Obligations, or any part thereof, or any other
agreement now or hereafter executed by PAMCO or PILIC and delivered to RCH and
any modification thereof;
(d) failure by RCH to take any steps to perfect and maintain
its security interest in, or preserve its rights to, any security or collateral
for the Obligations;
(e) RCH's election, in any proceeding instituted under Chapter
11 of Title 11 of the United States Code (11 U.S.C. "101 et seq.) (the
"Bankruptcy Code"), of the application of Section 1111(b)(2) of the Bankruptcy
Code;
(f) any borrowing or grant of a security interest under
Section 364 of the Bankruptcy Code; or
(g) any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of PAMCO.
SECTION 4. Affirmative Covenants. PAMCO covenants and agrees that so
long as this Agreement is in effect and until such time as the Obligations,
together with interest, fees and all other obligations hereunder, have been paid
in full it shall:
(a) Maintain the corporate existence of PAMCO and PILIC and
their qualification and good standing in all states in which such qualification
and good standing are necessary in order for PAMCO and PILIC to conduct business
and own property as conducted and owned in such states.
(b) Comply in all material respects with all applicable
governmental laws, rules, regulations and orders; such compliance to include,
without limitation, paying before the same become delinquent all taxes,
assessments and governmental charges imposed upon it or upon its property except
to the extent contested in good faith.
(c) Furnish to RCH:
(i) as soon as available and in any event within
sixty (60) days after the end of each fiscal quarter, or in
the case of the end of PAMCO's fiscal year one hundred twenty
(120) days, financial statements of PAMCO and PILIC as of the
end of such fiscal quarter;
(ii) as soon as possible, and in any event within
five (5) Business Days (any day other than a Saturday, Sunday
or public holiday being referred to herein as a "Business
Day") after the occurrence of any Event of Default, a specific
description of the nature and period of existence thereof and
the action PAMCO has taken and proposes to take with respect
thereto;
(iii) as soon as possible, and in any event within
five (5) Business Days after PAMCO or PILIC shall receive
notice of any litigation or governmental or regulatory
investigation or proceeding pending against or involving PAMCO
or PILIC which could reasonably be expected to have a Material
Adverse Effect (as defined in the Stock Purchase Agreement) or
a material adverse effect on the ability of PAMCO or PILIC to
perform its obligations hereunder or under the Hannover
Treaty, the Stock Purchase Agreement, or any other agreement
related thereto; and
(iv) such other information respecting the condition
or operations, financial or otherwise, of PAMCO and PILIC as
RCH may from time to time reasonably request.
(d) Permit RCH or any person designated by RCH in writing to
call, from time to time, without hindrance or delay, at PAMCO's and PILIC's
place of business during usual business hours to inspect, audit, check and make
copies of the extracts from its books, records, journals, orders, receipts and
any correspondence and other data relating to their financial dealings, business
or to any transactions between the parties hereto. In exercising its rights
hereunder, RCH shall not unreasonably disrupt or interfere with PAMCO's or
PILIC's conduct of business.
(e) Maintain insurance coverage by such insurers and in such
forms and amounts and against such risks as are generally consistent with the
insurance coverage maintained by PAMCO and PILIC at the date hereof, and
forthwith upon RCH's written request, furnish to RCH such information about such
insurance as RCH may from time to time reasonably request, which information
shall be prepared in form and detail satisfactory to RCH and certified by an
authorized officer of PAMCO.
SECTION 5. Negative Covenants. PAMCO covenants and agrees that so long
as this Agreement is in effect and until such time as the Obligations, together
with interest, fees and all other obligations hereunder, have been paid in full
it shall not and shall not permit PILIC to, without the prior written consent of
RCH:
(a) Sell, assign, lease or otherwise dispose of all or
substantially all of any of PAMCO's or PILIC's assets; or enter into any
transaction of merger, reorganization or consolidation, or wind up, liquidate or
dissolve or enter into any other such transactions (all such transactions being
referred to hereinafter individually and collectively as a "Change of Control
Transaction"), or agree to a Change of Control Transaction, except that PAMCO
may enter into a Change of Control Transaction not involving PILIC, if the
successor entity to PAMCO agrees in writing to assume all of the liabilities and
obligations of PAMCO pursuant to this Agreement.
(b) Enter into any agreement, contract or arrangement that
would materially and adversely alter its right or ability to carry on PAMCO's or
PILIC's business.
(c) Enter into any agreement, contract or arrangement that
would materially and adversely effect its ability to perform its obligations to
RCH under this Agreement, the Hannover Treaty, the Stock Purchase Agreement, or
any other agreement related thereto.
(d) Contract, create, incur, assume or suffer to exist any
indebtedness of PAMCO or PILIC, except for indebtedness incurred under this
Agreement or existing indebtedness; and any refinancing, extension, renewal or
refunding of any such existing indebtedness not involving an increase in the
principal amount thereof;
(e) (i) Lend money or credit or make advances to any person,
(ii) purchase or acquire any stock, obligations or securities of, or any other
interest in, or make any capital contribution to, or other investment in, any
person, (iii) create, acquire or hold any Subsidiary, (iv) be or become a party
to any joint venture or partnership, or (v) be or become obligated under any
guaranty obligations (other than those created in favor of the RCH pursuant to
this Agreement), except if no Event of Default shall have occurred and be
continuing, or would result therefrom, and the maximum cumulative amount of the
above made and outstanding at any time shall not exceed an aggregate of $25,000.
(f) Directly or indirectly declare, order, pay or make any
dividend or other distribution on or in respect of any capital stock of any
class of PAMCO or PILIC, whether by reduction of capital or otherwise, or
directly or indirectly make any purchase, redemption, retirement or other
acquisition of any capital stock of any class of PAMCO or PILIC or of any
warrants, rights or options to acquire or any securities convertible into or
exchangeable for any capital stock of PAMCO or PILIC, except PAMCO shall have
the right to receive cash dividends or distributions otherwise declared and paid
with respect to the PILIC only to the extent such dividends or other
distributions will not materially or adversely effect PILIC's ability to do
business, its ratings, licences or certificates of authority.
(g) Make (or give any notice in respect thereof) any voluntary
or optional payment or prepayment or redemption or acquisition for value of
(including, without limitation, by way of depositing with the trustee with
respect thereto money or securities before due for the purpose of paying when
due) or exchange of, or refinance or refund, any indebtedness of PAMCO or PILIC
which has an outstanding principal balance greater than $100,000.
(h) Enter into any transaction or series of transactions with
any affiliate, subsidiary or parent other than in the ordinary course of
business of and pursuant to the reasonable requirements of PAMCO's or PILIC's
business and upon fair and reasonable terms no less favorable to PAMCO or PILIC
than would be obtained in a comparable arm's-length transaction with a person
other than an affiliate, subsidiary, or parent, provided that in no event may
PAMCO hold or PILIC issue surplus notes.
Notwithstanding the forgoing, (i) for any period in which the Cash Collateral
(as defined in that certain Stock Pledge Agreement, dated December ____, 1998,
between PAMCO, RCH and Xxxxxxx, Xxxxxxx & Xxxxxx, P.L.L., as collateral agent
(the "stock Pledge Agreement")) has been properly substituted for the Stock
Collateral (as defined in the Stock Pledge Agreement) pursuant to Section
1(a)(ii) of the Stock Pledge Agreement, PAMCO (but not PILIC) may enter into any
of the transactions described in this Section 5 without any consent of RCH, (ii)
PAMCO may cause XxxxxxXxxx.xxx, Inc., a Pennsylvania corporation ("HealthAxis"),
a subsidiary of PAMCO, to and HealthAxis may, enter into the transactions
described in this Section 5 without any consent of RCH, or (iii) PAMCO and PILIC
may sell, assign, lease or otherwise dispose of their ownership of HealthAxis
without any consent of RCH.
SECTION 6. Waiver. PAMCO hereby waives diligence, presentment, demand
of payment, filing of claims with a court in the event of receivership or
bankruptcy of any of PAMCO or PILIC, protest or notice with respect to the
Obligations and all demands whatsoever, and covenants that this Agreement will
not be discharged, except by complete performance of the Obligations contained
herein. Upon any Event of Default as provided in this Agreement or any other
instrument or document evidencing all or any part of the Obligations, RCH may,
at its election, proceed directly and at once, upon 10 days prior written
notice, against PAMCO to collect and recover the full amount or any portion of
the Obligations, without first proceeding against PILIC any other person or
against any security or collateral for the Obligations. RCH shall have the
exclusive right to determine the application of payments and credits, if any,
from PAMCO, PILIC or any other person on account of the Obligations or of any
other liability of PAMCO, PILIC or any affiliate thereof to RCH.
SECTION 7. Authorization. RCH is hereby authorized, without notice or
demand and without affecting the liability of PAMCO hereunder, from time to
time, to: (i) accept partial payments on the Obligations; and (ii) take and hold
security or collateral for the payment of the Obligations, and exchange,
enforce, waive and release any such security or collateral. RCH is hereby
authorized, upon ten (10) days prior written notice, and without affecting the
liability of PAMCO hereunder, from time to time, to apply such security or
collateral and direct the order or manner of sale thereof as in its sole
discretion it may determine.
At any time upon the occurrence of an Event of Default, RCH may, in its
sole discretion, upon ten (10) days prior written notice to PAMCO and regardless
of the acceptance of any security or collateral for the payment hereof,
appropriate and apply toward the payment of the Obligations (i) any indebtedness
due or to become due from RCH to PAMCO or PILIC, and (ii) any moneys, credits or
other property belonging to PAMCO or PILIC, at any time held by or coming into
the possession of RCH.
SECTION 8. Subrogation. PAMCO hereby waives and relinquishes any right
to subrogation or other right or claim to payment against PILIC arising out of
or on account of any sum paid or agreed to be paid by PAMCO under this
Agreement, whether such right to claim is liquidated, unliquidated, fixed,
contingent, matured or unmatured, so long as this Agreement is in effect and
until such time as the Obligations, together with interest, fees and all other
obligations hereunder, have been paid in full. PAMCO acknowledges that PAMCO
will receive direct and indirect benefits from the arrangements contemplated by
the Stock Purchase Agreement and that the waiver set forth herein is knowingly
made in contemplation of such benefits. PAMCO also waives all setoffs and
counterclaims and all presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor, and notices
of acceptance of this Agreement. PAMCO further waives all notices (other than
those required pursuant to this Agreement) that the Obligations, any portion
thereof and/or any interest on any instrument or document evidencing all or any
part of the Obligations are due, notices of any and all proceedings to collect
from PILIC or any other person all or any part of the Obligations, and, to the
extent permitted by law, notices of exchange, sale, surrender or other handling
of any security or collateral given to RCH to secure payment of the Obligations.
SECTION 9. Marshaling of Assets. PAMCO consents and agrees that RCH
shall not be under any obligation to marshal any assets in favor of PAMCO or
against or in payment of any or all of the Obligations. PAMCO further agrees
that, to the extent that PAMCO or PILIC makes any payment or payments to RCH, or
RCH receives any proceeds of collateral, which payment or payments or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to such person, its estate, trustee,
receiver or any other party, under any bankruptcy law, state or federal law,
common law or equitable cause, then to the extent of such payment or repayment,
the Obligation or part thereof which has been paid, reduced or satisfied by such
amount shall be reinstated and continued in full force and effect as of the date
such initial payment, reduction or satisfaction occurred.
SECTION 10. Amendments, Etc. No amendment of any provision of this
Agreement shall in any event be effective unless the same shall be in writing
and signed by PAMCO and RCH. No waiver of any provision of this Agreement nor
consent to any departure by a party therefrom shall in any event be effective
unless the same shall be in writing and signed by the other party to this
Agreement, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
SECTION 11. Addresses for Notices. Unless otherwise specifically
provided herein, any notice or other communication required or permitted to be
given shall be in writing addressed to the respective party as set forth below
and may be personally served, telecopied, telexed or sent by overnight courier
service or United States mail and shall be deemed to have been given: (i) if
delivered in person, when delivered; (ii) if delivered by telecopy or telex, on
the date of transmission if transmitted on a business day before 4:00 p.m.
(Eastern time) or, if not, on the next succeeding business day; (iii) if
delivered by overnight courier, two days after delivery to such courier properly
addressed; or (iv) if by U. S. Mail, four business days after depositing in the
United States mail, with postage prepaid and properly addressed.
If to RCH: Reassurance Company of Hannover
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Mr. Xxxxx Xxxxxxx
Fax No.: (000) 000-0000
with a copy to: Central Reserve Life Insurance Company
00000 Xxxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxx 00000
Attention: General Counsel
Fax No.: (000) 000-0000
If to PAMCO: Provident American Corporation
X.X. Xxx 000
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx, Chairman
Fax No.: (000) 000-0000
with a copy to: Butera, Beausang, Xxxxx & Xxxxxxx
000 Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Xx.
Fax No.: (000) 000-0000
SECTION 12. No Waiver; Remedies. No failure on the part of RCH to
exercise, and no delay in exercising, any right or remedy hereunder shall
operate as a waiver thereof, and no single or partial exercise by RCH of any
right or remedy shall preclude any other or further exercise thereof or the
exercise of any other right; nor shall any modification or, waiver of any of the
provisions of this Agreement be binding upon RCH, except as expressly set forth
in a writing duly signed and delivered by an authorized officer or agent of RCH
on behalf of RCH. RCH's failure at any time or times hereafter to require strict
performance by PAMCO or PILIC of any of the provisions, warranties, terms and
conditions contained in herein or in the Stock Purchase Agreement, the Hannover
Treaty, or the Stock Pledge Agreement or in any agreement now or at any time or
times hereafter executed by PAMCO and delivered to RCH shall not waive, affect
or diminish any right of RCH at any time or times hereafter to demand strict
performance thereof and such right shall not be deemed to have been waived by
any act or knowledge of RCH, its agents, officers or employees, unless such
waiver is contained in an instrument in writing signed by an officer or agent of
RCH and directed to the Borrowers specifying such waiver. No waiver by RCH of
any default or Event of Default shall operate as a waiver of any other default
or the same default or Event of Default on a future occasion, and no action by
RCH permitted hereunder shall in any way affect or impair RCH's rights or the
obligations of PAMCO under this Agreement. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
SECTION 13. Events of Default. Each of the following shall constitute
an Event of Default hereunder: (i) if RCH fails to receive repayment of the
Ceding Commission as provided pursuant to Sections 1 and 2 hereof; (ii) there is
a uncured breach of any representation, warranty or covenant given by PAMCO
pursuant to this Agreement and if such default shall remain uncured for a period
of ten (10) days; or (iii) if any of the collateral shall be attached or levied
upon or seized in any legal proceedings, or held by virtue of any lien or
distress or otherwise encumbered in any manner.
SECTION 14. Continuing Guaranty. This Agreement is a continuing
guaranty and shall (i) remain in full force and effect until payment in full of
the Obligations, (ii) be binding upon PAMCO, its successors and assigns, and
(iii) inure to the benefit of and be enforceable by RCH and its successors,
transferees and assigns. Without limiting the generality of the foregoing clause
(iii), RCH agrees that if no Event of Default shall have occurred and be
continuing, RCH shall not make any assignment of the Obligations without the
prior written consent of PAMCO.
SECTION 15. Effective Date. This Agreement shall be effective as of
11:59 p.m. on December 31, 1998 and shall be subject to, and occur
simultaneously with, the closing of the transactions described in the Hannover
Treaty, the Stock Purchase Agreement and the Stock Pledge.
SECTION 16. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Florida, without regard
to principles of conflict of laws.
SECTION 17. WAIVER OF JURY TRIAL. PAMCO HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE STOCK PURCHASE AGREEMENT.
SECTION 18. WAIVER OF JURISDICTION. PAMCO HEREBY AGREES TO THE
JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN ORANGE COUNTY, STATE OF
FLORIDA. PAMCO CONSENTS THAT ALL SERVICE OF PROCESS MAY BE MADE BY REGISTERED
MAIL DIRECTED TO PAMCO AND RCH AT THEIR ADDRESSES SET FORTH IN SECTION 11
HEREOF, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS
DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S., POSTAGE PREPAID.
PAMCO WAIVES ANY OBJECTION TO JURISDICTION OVER THE PERSON OR, TO THE EXTENT OF
COMPLIANCE WITH THE IMMEDIATELY PRECEDING SENTENCE, SUFFICIENCY OF PROCESS OR
SERVICE UPON IT.
SECTION 19. Capitalized Terms. Capitalized terms not otherwise defined
herein are used herein with the meanings ascribed to such terms in the Stock
Purchase Agreement.
SECTION 20. Confession of Judgment. PAMCO hereby irrevocably authorizes
and empowers any attorney-at-law to appear for PAMCO in any action upon or in
connection with this Agreement at any time after the Obligations become due, as
herein provided, in any court in or of the State of Ohio or elsewhere, and
waives the issuance and service of process with respect thereto, and irrevocably
authorizes and empowers any such attorney-at-law to confess judgment in favor of
RCH against PAMCO, the amount due thereon or hereon, plus interest as herein
provided, and all costs of collection, and waives and releases all errors in
said proceedings and judgments and all
rights of appeal from the judgment rendered. PAMCO agrees and consents that the
attorney confessing judgment on behalf of PAMCO may also be counsel to RCH or
any of RCH's affiliates, waives any conflict of interest which might otherwise
arise, and consents to RCH paying such confessing attorney a reasonable legal
fee or allowing such attorney's reasonable fees to be paid from the proceeds of
collection of the Obligations or proceeds of any collateral, or any other
security for the Obligations.
IN WITNESS WHEREOF, PAMCO has caused this Agreement to be duly executed
and delivered by its officer thereunto duly authorized as of the date first
above written.
WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.
IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR
PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU
REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED
GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY
OTHER CAUSE.
Signed and acknowledged
in the presence of: PROVIDENT AMERICAN CORPORATION
/s/ Xxxxxxx X. Xxxxx
-------------------------------
------------------------- By: Xxxxxxx X. Xxxxx
Its: Chief Operating Officer
Name:
--------------------
-------------------------
Name:
--------------------
STATE OF Pennsylvania )
) ss:
COUNTY OF Xxxxxxxxxx )
The foregoing instrument was acknowledged before me this 29th
day of December, 1998, by Xxxxxxx X. Xxxxx, C.O.O. of PROVIDENT AMERICAN
CORPORATION, a PA corporation, on behalf of the company.
/s/ Xxxxxxxx X. Xxxxxx
--------------------------------
Notary Public
(NOTARIAL SEAL)
Accepted at Orlando, Florida as of December 28, 1998.
REASSURANCE COMPANY OF HANNOVER
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: SR. V.P. - Marketing
