REVOLVING CREDIT NOTE
$_____________________ Nashville, Tennessee May ____, 2002
FOR VALUE RECEIVED, the undersigned, AMERICAN HEALTHWAYS, INC., a Delaware corporation
(the "BORROWER"), hereby promises to pay to __________________________ (the "LENDER") or its
registered assigns, at the office of _______________________ ("___________________") at
________________ , on the Commitment Termination Date (as defined in the Revolving Credit Agreement
dated as of May ________, 2002, (as the same may be amended, supplemented or otherwise modified from
time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders from time to time party thereto
and SunTrust Bank, as administrative agent for the lenders, the lesser of (i) the principal sum of
_____________________________ and 00/100 ($___________) 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 end