Exhibit 10.1






Exhibit 10.1




FIRST AMENDMENT TO AMENDED & RESTATED MANAGEMENT SERVICES AGREEMENT




This FIRST AMENDMENT hereby amends the Amended and Restated Management Services Agreement,
dated January 1, 2009, (as amended, the “MSA”), between Argus Health Systems, Inc. (“Argus”) and
HealthSpring of Tennessee, Inc., a Tennessee corporation; HealthSpring of Tennessee, Inc., a
Tennessee corporation d/b/a HealthSpring of Illinois; Texas HealthSpring, LLC, a Texas limited
liability company; HealthSpring Life & Health Insurance Company, Inc., a Texas insurance company;
HealthSpring of Florida, Inc., a Florida corporation; and HealthSpring of Alabama, Inc., an Alabama
corporation (hereinafter collectively referred to as “Customer”). The effective date of this
Amendment is January 1, 2010 (the “Effective Date”).



WHEREAS, Argus entered into the MSA with Customer in order to facilitate certain pharmacy
benefit administration services including services relating to Medicare Part D; and



WHEREAS, Argus and Customer desire to amend the MSA to revise certain provisions relating to
Medicare Part D services;



NOW THEREFORE, in consideration of the mutual promises and agreements contained in this
Amendment and in the MSA, Argus and Customer hereby agree as follows:




	 	1.	 	Section 14 of Subsection A (General Provisions) of Appendix 1 (Medicare Part D
Regulatory Provisions) to the Medicare Part D Addendum to the MSA shall be deleted in
its entirety and replaced with the following:






	 	14.	 	In accordance with 42 CFR 423.505(b)(21), subcontractor acknowledges
the CMS requirement that any prescription drug pricing standard used to reimburse
pharmacies based on the cost of the drug will be updated on January 1 of each
contract year and at least every seven (7) days thereafter, and (ii) that Argus
utilizes First DataBank as its third party pricing source.






	 	2.	 	Capitalized terms not otherwise defined herein shall have the meanings stated in
the MSA.






	 	3.	 	Except as otherwise set forth in this Amendment, the MSA shall not be amended or
otherwise modified in any respect and shall remain in full force and effect in
accordance with its terms. In the event of any conflict or inconsistency between any
provision of this Amendment and any provision of the MSA, the provisions of this
Amendment shall govern and control.





HealthSpring -First Amendment





 


 









 








IN WITNESS WHEREOF, the Parties hereto have executed this Amendment.



	 	 	 	 	 
	ARGUS HEATLTH SYSTEMS, INC.	 	 
	 
	 	 	 	 
	By: 

Printed Name:

	 	/s/ Michael G. Mirt
 

Michael G. Mirt
	 	 
	Title:

	 	Chief Executive Officer	 	 
	Date:

	 	April 2, 2009	 	 
	 
	 	 	 	 
	HEALTHSPRING OF TENNESSEE, INC.	 	 
	 
	 	 	 	 
	By: 

Printed Name:

	 	/s/ Michael G. Mirt
 

Michael G. Mirt
	 	 
	Title:

	 	Chief Executive Officer	 	 
	Date:

	 	April 2, 2009	 	 
	 
	 	 	 	 
	HEALTHSPRING OF TENNESSE, INC.	 	 
	d/b/a HEALTHSPRING OF ILLINOIS	 	 
	 
	 	 	 	 
	By: 

Printed Name:

	 	/s/ Michael G. Mirt
 

Michael G. Mirt
	 	 
	Title:

	 	Chief Executive Officer	 	 
	Date:

	 	April 2, 2009	 	 
	 
	 	 	 	 






HealthSpring -First Amendment

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	TEXAS HEALTHSPRING, LLC	 	 
	 
	 	 	 	 
	By: 

Printed Name:

	 	/s/ Michael G. Mirt
 

Michael G. Mirt
	 	 
	Title:

	 	Chief Executive Officer	 	 
	Date:

	 	April 2, 2009	 	 
	 
	 	 	 	 
	HEALTHSPRING OF ALABAMA, INC.	 	 
	 
	 	 	 	 
	By: 

Printed Name:

	 	/s/ Michael G. Mirt
 

Michael G. Mirt
	 	 
	Title:

	 	Chief Executive Officer	 	 
	Date:

	 	April 2, 2009	 	 
	 
	 	 	 	 
	HEALTHSPRING OF FLORIDA, INC.	 	 
	 
	 	 	 	 
	By: 

Printed Name:

	 	/s/ Michael G. Mirt
 

Michael G. Mirt
	 	 
	Title:

	 	Chief Executive Officer	 	 
	Date:

	 	April 2, 2009	 	 
	 
	 	 	 	 
	HEALTHSPRING LIFE & HEALTH INSURANCE COMPANY	 	 
	 
	 	 	 	 
	By: 

Printed Name:

	 	/s/ Michael G. Mirt
 

Michael G. Mirt
	 	 
	Title:

	 	Chief Executive Officer	 	 
	Date:

	 	April 2, 2009	 	 






HealthSpring -First Amendment

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