<PAGE> 1
EXHIBIT 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
ENTERED into by and between AMERICAN HEALTHWAYS, INC., formerly known
as American Healthcorp, Inc., a Delaware corporation (the "Borrower"), and
SUNTRUST BANK, a Georgia state bank (the "Lender"), as of the 9th day of
January, 2001 to be effective as of the 4th day of January, 2001.
RECITALS
1. Borrower entered into a Credit Agreement with Lender dated January
4, 2000, as amended by that certain First Amendment to Credit Agreement dated
May 12, 2000 (the "Credit Agreement").
2. Borrower desires that Lender extend it additional credit, and Lender
is willing to extend such additional credit, pursuant to the terms of this
Amendment.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Borrower and the Lender agree as follows:
1. The definition of "Borrowing Base" as set forth in Section 1.1 of
the Credit Agreement shall be amended and restated as follows:
"Borrowing Base" shall mean the lesser of: (i) $10,000,000, or (ii)
the sum of (a) Borrower's cash and cash equivalents, plus (b) an amount
equal to fifty percent (50%) of Eligible Accounts Receivable, as such
exists on any date of calculation.
2. The definition of "LC Commitment" as set forth in Section 1.1 of the
Credit Agreement shall be amended and restated as follows:
"LC Commitment" shall mean an amount not to exceed $8,000,000.
3. The definition of "Maturity Date" as set forth in Section 1.1 of the
Credit Agreement shall be amended and restated as follows:
"Maturity Date" shall mean the earlier of (a) January 4, 2003 and
(b) that date on which all amounts outstanding under this Agreement
have been declared or have automatically become due and payable
pursuant to the provisions of Article 8.
4. Section 2.1.A(a) of the Credit Agreement shall be amended and
restated in its entirety as follows:
(a) From the date hereof through December 31, 2002 and provided that
no Default or Event of Default has occurred, the Lender agrees to
issue, at the request of the Borrower, Letters of Credit for the
account of the Borrower on the terms and conditions hereinafter set
forth; provided, that (i) each Letter of Credit shall expire on the
earlier of (A)
<PAGE> 2
the date one year after the date of issuance of such Letter of Credit
(or in the case of any renewal or extension thereof, one year after
such renewal or extension) and (B) the date that is five (5) Business
Days prior to the Maturity Date; and (ii) the Borrower may not request
any Letter of Credit, if, after giving effect to such issuance (A) the
LC Exposure would exceed the LC Commitment or (B) the LC Exposure, plus
the outstanding Advances would exceed the Borrowing Base. The issuance
of any Letter of Credit shall reduce the Borrower's ability to receive
Advances under the Revolving Credit Note by an amount equal to the face
amount of the Letter of Credit for so long as the Letter of Credit
remains outstanding. In the event that for any reason, the sum of the
LC Exposure, plus outstanding Advances exceeds the Borrowing Base, the
Borrower agrees to pay to the Lender immediately on demand such amount
as would reduce the sum of the LC Exposure, plus outstanding Advances
to an amount that is equal to or less than the Borrowing Base. Such
prepayment, if required, shall be subject to the provisions of Section
2.12. herein.
5. Section 6.13 of the Credit Agreement shall be amended and restated
as follows:
SECTION 6.13. CASH AND CASH EQUIVALENTS. The Borrower shall not
permit the aggregate amount of its cash and cash equivalents to be less
than $5,000,000 at any time.
6. The Credit Agreement is not amended in any other respect.
7. The Borrower reaffirms its obligations under the Credit Agreement
and agrees that its obligations thereunder are its true and lawful obligations,
enforceable in accordance with its terms, subject to no defense, counterclaim,
or objection.
[Signature lines continued on next page.]
2
<PAGE> 3
ENTERED INTO as of the date first above written.
BORROWER:
AMERICAN HEALTHWAYS, INC.
By:
----------------------------------------
Title:
-------------------------------------
LENDER:
SUNTRUST BANK
By:
----------------------------------------
Title:
-------------------------------------
3
<PAGE> 4
FIRST AMENDMENT TO REVOLVING CREDIT NOTE
ENTERED into by and between AMERICAN HEALTHWAYS, INC., formerly known
as American Healthcorp, Inc., a Delaware corporation (the "Borrower"), and
SUNTRUST BANK, a Georgia state bank (the "Lender"), as of the 9th day of
January, 2001.
RECITALS
1. Borrower entered into a Revolving Credit Note with Lender dated
January 4, 2000 in the original principal amount of $6,000,000 (the "Note").
2. Borrower desires that Lender extend it additional credit, and Lender
is willing to extend such additional credit, pursuant to the terms of this
Amendment.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Borrower and the Lender agree as follows:
1. The first paragraph of the Note shall be amended and restated as
follows:
FOR VALUE RECEIVED AMERICAN HEALTHWAYS, INC., formerly known as
American Healthcorp, Inc., a Delaware corporation (the "Borrower"),
promises and agrees to pay to the order of SUNTRUST BANK (the
"Lender"), at its offices in Nashville, Tennessee, or at such other
place as may be designated in writing by the holder, in lawful money of
the United States of America, the principal sum of up to Ten Million
and no/100 Dollars ($10,000,000.00), or so much thereof as may be
advanced from time to time by the Lender (provided that in no event
shall the sum of outstanding Advances, plus the LC Exposure, as defined
in the Credit Agreement, exceed the Borrowing Base), together with
interest from the date hereof on the unpaid principal balance
outstanding from time to time hereon computed at the Applicable Rate.
2. The third paragraph of the Note shall be amended and restated as
follows:
The Borrower agrees to make payments of principal and interest on
the Advances hereunder on the dates and in the amounts specified in the
Credit Agreement. This Revolving Credit Note shall mature on January 4,
2003 (the "Maturity Date"), at which time the Borrower shall pay to the
Lender an amount equal to all outstanding principal, plus all accrued
and unpaid interest.
3. The Note is not amended in any other respect.
4. The Borrower reaffirms its obligations under the Note and agrees
that its obligations thereunder are its true and lawful obligations, enforceable
in accordance with its terms, subject to no defense, counterclaim, or objection.
<PAGE> 5
ENTERED INTO as of the date first above written.
BORROWER:
AMERICAN HEALTHWAYS, INC.
By:
----------------------------------------
Title:
-------------------------------------
LENDER:
SUNTRUST BANK
By:
----------------------------------------
Title:
-------------------------------------
2
