0000704415-13-000025 Sample Contracts

1.50% Cash Convertible Senior Notes due 2018
Indenture • July 8th, 2013 • Healthways, Inc • Services-misc health & allied services, nec • New York

This INDENTURE, dated as of July 8, 2013 between HEALTHWAYS, INC., a Delaware corporation, as issuer (the "Company", as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee", as more fully set forth in Section 1.01),

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JPMorgan Chase Bank, National Association
Warrant Agreement • July 8th, 2013 • Healthways, Inc • Services-misc health & allied services, nec • New York

To: Healthways, Inc. 701 Cool Springs Boulevard Franklin, Tennessee 37067 Attention:Chief Financial Officer Telephone No.:615-614-4929 Facsimile No.:615-778-0486

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Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC New York, NY 10036 July 1, 2013
Warrant Agreement • July 8th, 2013 • Healthways, Inc • Services-misc health & allied services, nec • New York

To: Healthways, Inc. 701 Cool Springs Boulevard Franklin, Tennessee 37067 Attention:Chief Financial Officer Telephone No.:615-614-4929 Facsimile No.:615-778-0486

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Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC New York, NY 10036
Call Option Transaction • July 8th, 2013 • Healthways, Inc • Services-misc health & allied services, nec

To: Healthways, Inc. 701 Cool Springs Boulevard Franklin, Tennessee 37067 Attention:Chief Financial Officer Telephone No.:615-614-4929 Facsimile No.:615-778-0486

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