SUBSIDIARY GUARANTEE AGREEMENT
SUBSIDIARY GUARANTEE AGREEMENT dated as of May 31, 2002 , among each of the Subsidiaries
listed on Schedule I hereto (each such subsidiary individually, a "Guarantor" and collectively, the "Guarantors") of
AMERICAN HEALTHWAYS, INC., a Delaware corporation (the "Borrower"), and SUNTRUST BANK, a
Georgia banking corporation as administrative agent (the "Administrative Agent") for the Lenders (as defined in
the Credit Agreement referred to below).
Reference is made to the Revolving Credit Agreement dated as of May 31, 2002 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the lenders from time to
time party thereto (the "Lenders") and SunTrust Bank, as administrative agent for the Lenders (in such capacity,
the "Administrative Agent"), and issuing bank (in such capacity, the "Issuing Bank"). Capitalized terms used herein
and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The Lenders have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to issue Letters of
Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified
in, the Credit Agreement. Each of the Guarantors is a direct or indirect wholly-owned Subsidiary of the Borrower
and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders, and the
issuance of the Letters of Credit by the Issuing Bank. The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the
Guarantors of a Subsidiary Guarantee Agreement in the form hereof. As consideration therefor and in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, the Guarantors are willing to
execute this Subsidiary Guarantee Agreement.
Accordingly, the parties hereto agr