EXHIBIT 10.3
EXHIBIT B
FORM TERM NOTE
$_______________ Nashville, Tennessee
September ____, 2003
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 000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxx
00000, (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 specified therein, in each case 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.
The borrowing evidenced by this Term 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 Term 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 Term 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 TERM 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:_________________________________
Title:______________________________
