EXHIBIT 10.2
FORM OF
REVOLVING CREDIT NOTE
$_____________________ Nashville, Tennessee
November 22, 2002
FOR VALUE RECEIVED, the undersigned, AMERICAN HEALTHWAYS, INC., a
Delaware corporation (the "BORROWER"), hereby promises to pay to______________
____________________________________ (the "LENDER") or its registered assigns,
at the office of ("______________________") at ____________________, on the
Commitment Termination Date (as defined in the Amended and Restated Revolving
Credit Agreement dated as of November 22, 2002, (as the same may be amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),
among the Borrower, the lenders from time to time party thereto and SunTrust
Bank, as administrative agent for the lenders, the lesser of (i) the principal
sum of __________ and 00/100 ($___________) 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 on the principal amount thereof from time to time outstanding, in like
funds, at said office, at the rate or rates per annum and payable on such dates
as provided in the Credit Agreement. In addition, should legal action or an
attorney-at-law be utilized to collect any amount due hereunder, the Borrower
further promises to pay all costs of collection, including the reasonable
attorneys' fees of the Lender.
The Borrower promises to pay interest, on demand, on any overdue
principal and, to the extent permitted by law, overdue interest from their due
dates at a rate or rates provided in the Credit Agreement.
In no event (i) shall Advances be made hereunder in excess of the
Borrowing Base, nor (ii) shall amounts outstanding hereunder be permitted to
exceed the Borrowing Base.
All borrowings evidenced by this Revolving Credit Note and all payments
and prepayments of the principal hereof and the date thereof shall be endorsed
by the holder hereof on the schedule attached hereto and made a part hereof or
on a continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; provided that the
failure of the holder hereof to make such a notation or any error in such
notation shall not affect the obligations of the Borrower to make the payments
of principal and interest in accordance with the terms of this Revolving Credit
Note and the Credit Agreement.
Anything in this Note or in any of the other Loan Documents to the
contrary notwithstanding, in no event whatsoever, whether by reason of
advancement of proceeds hereunder, acceleration of the maturity of the unpaid
balance hereunder or otherwise, shall the interest and loan charges agreed to be
paid to any Lender for the use of the money advanced or to be advanced hereunder
exceed the maximum amounts collectible under applicable laws in effect
from time to time. It is understood and agreed by the parties that, if for any
reason whatsoever the interest or loan charges paid or contracted to be paid by
Borrower in respect of this Note shall exceed the maximum amounts collectible
under applicable laws in effect from time to time, then ipso facto, the
obligation to pay such interest and/or loan charges shall be reduced to the
maximum amounts collectible under applicable laws in effect from time to time,
and any amounts collected by the Lender that exceed such maximum amounts shall
be applied to the reduction of the principal balance hereunder and/or refunded
to Borrower so that at no time shall the interest or loan charges paid or
payable in respect of the indebtedness evidenced herein exceed the maximum
amounts permitted from time to time by applicable law.
This Revolving Credit Note is issued in connection with, and is
entitled to the benefits of, the Credit Agreement which, among other things,
contains provisions for the acceleration of the maturity hereof upon the
happening of certain events, for prepayment of the principal hereof prior to the
maturity hereof and for the amendment or waiver of certain provisions of the
Credit Agreement, all upon the terms and conditions therein specified. THIS
REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF TENNESSEE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.
AMERICAN HEALTHWAYS, INC.
By:
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Name:
Title:
[SEAL]
LOANS AND PAYMENTS
Date Amount and Payments of Unpaid Principal Name of Person
Type of Loan Principal Balance of Making
Note Notation
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