Exhibit 10.1


 































JPMorgan Chase Bank, National Association


London Branch

25 Bank Street

Canary Wharf

London E14 5JP

England


July 11, 2013



	To:	Healthways, Inc.

701 Cool Springs Boulevard

Franklin, Tennessee 37067

Attention:Chief Financial Officer

Telephone No.:615-614-4929

Facsimile No.:615-778-0486










Re:            Amendment to Call Option Transaction












This letter agreement (this "Amendment") amends the terms and conditions of the transaction (the "Transaction") evidenced by the letter agreement re: Call Option Transaction between JPMorgan Chase Bank, National Association, London Branch ("Dealer") and Healthways, Inc. ("Counterparty") dated as of July 1, 2013 (the "Confirmation").


1.            Definitions.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Confirmation.







2.            Representations and Warranties of Counterparty.  Each of the representations and warranties made pursuant to the Agreement and the Confirmation on the Trade Date and/or the Premium Payment Date are hereby deemed to be repeated on the date hereof and/or on the "Additional Closing Date" (as such term is defined in the Purchase Agreement), as the case may be, as if:







(a)            References in the Confirmation to "the Trade Date" and "the date hereof" and the reference in the Agreement to "each date on which a Transaction is entered into", in each case, were references to the date hereof;







(b)            References in the Agreement to "this Agreement" (1) in the context of execution and delivery thereof, were references to this Amendment and (2) in all other contexts, were references to the Agreement, as supplemented by the Confirmation, as amended by this Amendment; and







(c)            References in the Confirmation (1) to "the Transaction" were references to the Transaction, as the terms thereof are amended by this Amendment and (2) to "this Confirmation" (or related references, such as "hereunder" or "hereby") (x) in the context of execution and delivery thereof, were references to this Amendment and (y) in all other contexts, were references to the Confirmation as amended by this Amendment.







3.            Amendments.  The Confirmation is hereby amended as follows:


 


 


 


JPMorgan Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association.

Main Office 1111 Polaris Parkway, Columbus, Ohio 43240

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 25 Bank Street, Canary Wharf, London, E14 5JP

Authorised and regulated by the Financial Services Authority













(a)            The number "125,000" opposite the caption "Number of Options" in Section 2 of the Confirmation is hereby replaced with the number 150,000.







(b)            The figure "USD 15,312,500" opposite the caption "Premium" in Section 2 of the Confirmation is hereby replaced with the figure USD 18,375,000.







4.            Premium.  Counterparty shall pay to Dealer USD 3,062,500, representing the increase in the Premium as noted in Section 3(b) hereof, on the "Additional Closing Date".







5.            Opinions.  Counterparty shall deliver to Dealer an opinion of counsel, dated as of the date hereof, with respect to the matters set forth in Sections 8(a) through (c) of the Confirmation (giving effect to the deemed amendments under Section 2 above).  In respect of obligations under the Confirmation as amended by this Amendment, delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each such obligation of Dealer under Section 2(a)(i) of the Agreement.







6.            Effectiveness.  Subject to the immediately succeeding sentence, this Amendment shall become effective upon execution hereof by the parties hereto. In the event that the sale of "Option Securities" (as such term is defined in the Purchase Agreement) is not consummated by Counterparty and the Initial Purchasers for any reason, or Counterparty fails to deliver the opinion of counsel as required under Section 5 above, in each case by 5:00 p.m. on the "Additional Closing Date", or such later date as agreed by the parties (the "Additional Closing Date" or such later date, the "Amendment Early Unwind Date"), the amendments in Section 3 hereof and the obligation to make the payment referenced in Section 4 hereof shall be null and void, and the Transaction shall remain and continue in full force and effect as if this Amendment had not been entered into. All references in the Confirmation to "the Transaction" are deemed to be references to the Transaction as amended hereby, and all references to "the Confirmation" are deemed to be references to the Confirmation as amended hereby. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.







7.            Counterparts.This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.







8.            Governing Law.  The provisions of this Amendment shall be governed by the laws of the State of New York law (without reference to choice of law doctrine).


 













 





 


Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it to J.P. Morgan Securities LLC, 383 Madison Ave, New York, NY 10179, and by email to EDG_Notices@jpmorgan.com and EDG_NY_Corporate_Sales_Support@jpmorgan.com.







Very truly yours,


	
J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association


	
By:

	
/s/ Yun Xie


	
Authorized Signatory


	
Name:  Yun Xie


Vice President





 



JPMorgan Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association.

Main Office 1111 Polaris Parkway, Columbus, Ohio 43240

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 25 Bank Street, Canary Wharf, London, E14 5JP

Authorised and regulated by the Financial Services Authority







[Signature Page for Amendment to JPMorgan Call Option Transaction Confirmation]















 







Accepted and confirmed

as of the date set forth above:


	
Healthways, Inc.


	
By:

	
/s/ Alfred Lumsdaine


	
Authorized Signatory


	
Name:            Alfred Lumsdaine




















[Signature Page for Amendment to JPMorgan Call Option Transaction Confirmation]