EXHIBIT 10.1 REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF SEPTEMBER 5, 2003Credit and Term Loan Agreement • October 10th, 2003 • American Healthways Inc • Services-misc health & allied services, nec • Tennessee
EXHIBIT A FORM REVOLVING CREDIT NOTEAmerican Healthways Inc • October 10th, 2003 • Services-misc health & allied services, nec
FOR VALUE RECEIVED, the undersigned, AMERICAN HEALTHWAYS, INC., a Delaware corporation (the "BORROWER"), hereby promises to pay to _______________ (the "LENDER") or its registered assigns, at the office of SunTrust Bank ("SUNTRUST") at 201 Fourth Avenue North, Nashville, Tennessee 37219, on the Commitment Termination Date (as defined in the Revolving Credit and Term Loan Agreement dated as of September ___, 2003 (as the same may be amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders from time to time party thereto and SunTrust Bank, as administrative agent for the lenders, the lesser of (i) the principal sum of _____________ Million and 00/100 ($________________), or (ii) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof
EXHIBIT E [FORM OF]Subsidiary Guarantee Agreement • October 10th, 2003 • American Healthways Inc • Services-misc health & allied services, nec • Tennessee
EXHIBIT B FORM TERM NOTEAmerican Healthways Inc • October 10th, 2003 • Services-misc health & allied services, nec
FOR VALUE RECEIVED, the undersigned, AMERICAN HEALTHWAYS, INC., a Delaware corporation (the "BORROWER"), hereby promises to pay to _____________________ (the "LENDER") or its registered assigns, at the office of SunTrust Bank ("SUNTRUST") at 201 Fourth Avenue North, Nashville, Tennessee 37219, (i) on the Maturity Date (as defined in the Revolving Credit and Term Loan Agreement dated as of September ____, 2003 (as the same may be amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders from time to time party thereto and SunTrust, as administrative agent for the lenders, the aggregate unpaid principal amount of the Term Loan made by the Lender to the Borrower pursuant to the Credit Agreement, and (ii) on each date specified in the Credit Agreement prior to the Maturity Date, the principal amount of the Term Loan made to the Borrower by the Lender pursuant to the Credit Agreement and payable to the Lender on such date as spec
EXHIBIT C SWINGLINE NOTEAmerican Healthways Inc • October 10th, 2003 • Services-misc health & allied services, nec
FOR VALUE RECEIVED, the undersigned, AMERICAN HEALTHWAYS, INC., a Delaware corporation (the "BORROWER"), hereby promises to pay to SUNTRUST BANK (the "SWINGLINE LENDER") or its registered assigns, at the office of SunTrust Bank ("SUNTRUST") at 201 Fourth Avenue, North, Nashville, Tennessee 37219, on the Commitment Termination Date (as defined in the Revolving Credit and Term Loan Agreement dated as of September ___, 2003 (as the same may be amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders from time to time party thereto and SunTrust, as administrative agent for the lenders, the lesser of the principal sum of Five Million and No/100 Dollars ($5,000,000.00) and the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the Borrower pursuant to the Credit Agreement, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof
