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EXHIBIT 10.2
AMENDMENT AGREEMENT
ENTERED INTO by and among AMERICAN HEALTHWAYS SERVICES, INC., a
Delaware corporation ("AHS"), AMERICAN HEALTHWAYS MANAGEMENT, INC., a Delaware
corporation ("AHM"), ARTHRITIS AND OSTEOPOROSIS CARE CENTER, INC., a Delaware
corporation ("AOCC") (herein AHS, AHM, AOCC shall be collectively referred to as
the "Loan Parties"), and SUNTRUST BANK ("Lender"), as of this 12th day of May,
2000.
RECITALS:
1. Each of the Loan Parties executed in favor of Lender certain
Guarantys and Assignment and Security Agreements dated January 4, 2000 (the
"Loan Documents").
2. The Loan Documents were executed in connection with certain credit
extended by Lender to American Healthways, Inc., a Delaware corporation,
formerly known as American Healthcorp, Inc.
3. The Loan Parties and the Lender desire to amend the Loan Documents
as provided herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
1. Each of the Guarantys and Assignment and Security Agreements shall
be amended as follows:
(i) The definition of "Borrower" as used in Section 1.01(a) of
the Guarantys shall be amended and restated as follows:
(a) "Borrower" means American Healthways, Inc., a
Delaware corporation, formerly known as American Healthcorp,
Inc.
(ii) The definition of "Guaranteed Obligations" as used in
Section 1.01(d) of the Guarantys shall be amended and restated as
follows:
(d) "Guaranteed Obligations" means any and all
obligations of any kind and character whatsoever of Borrower
to Lender evidenced by or arising out of or in connection
with: (i) that certain Revolving Credit Note dated January 4,
2000 issued by Borrower to the order of Lender in the original
principal amount of $6,000,000.00 and together with all future
amendments thereto; (ii) those certain LC Documents as defined
in that certain Credit Agreement between Borrower and Lender
dated January 4, 2000, as amended from time to time; (iii) all
obligations and liabilities of the Borrower to Lender arising
under or out of that certain Credit Agreement between Borrower
and Lender dated January 4, 2000, as amended from time to
time; and (iv) any loan agreement, security agreements,
assignments, or other agreements between
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Borrower and Lender executed in connection with the
above-referenced Credit Agreement.
(iii) The definition of "Borrower" as used in each of the
Assignment and Security Agreements shall mean American Healthways,
Inc., a Delaware corporation, formerly known as American Healthcorp,
Inc.
(iv) Section 2(a) of each of the Assignment and Security
Agreements shall be amended and restated as follows:
(a) Prompt payment when due (whether at maturity or
upon the acceleration of maturity) of: (i) all obligations and
liabilities of Borrower to Secured Party arising under or in
connection with that certain Credit Agreement executed between
Borrower and Secured Party dated January 4, 2000 as such may
be amended from time to time thereafter (the "Credit
Agreement"); (ii) indebtedness for borrowed money in the
original principal amount of $6,000,000 as evidenced by the
Revolving Credit Note, as such term is defined in the Credit
Agreement, together with all amendments, extensions, or
modifications thereof (the "Note"); and (iii) all obligations
arising under or in connection with the LC Documents, as such
term is defined in the Credit Agreement.
2. The Loan Documents are not amended in any other respect.
3. The Loan Parties reaffirm their obligations under the Loan
Documents, and the Loan Parties agree that such obligations are valid and
binding, enforceable in accordance with their respective terms.
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ENTERED INTO as of the date first above written.
LOAN PARTIES:
AMERICAN HEALTHWAYS SERVICES, INC.
By:
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Title:
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AMERICAN HEALTHWAYS MANAGEMENT, INC.
By:
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Title:
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ARTHRITIS AND OSTEOPOROSIS CARE CENTER, INC.
By:
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Title:
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LENDER:
SUNTRUST BANK
By:
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Title:
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