AMENDMENT NO. 5 TO MANAGEMENT AGREEMENT
BETWEEN
INTEGRAMED AMERICA, INC.
AND
FERTILITY CENTERS OF ILLINOIS, S.C.
THIS AMENDMENT NO. 5 TO MANAGEMENT AGREEMENT, dated as of March 5,
1998 by and between IntegraMed America, Inc., a Delaware corporation, with its
principal place of business at Xxx Xxxxxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000
("INMD") and Fertility Centers of Illinois, S.C., an Illinois medical
corporation, with its principal place of business at 0000 Xxxxx Xxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 ("FCI").
RECITALS:
INMD and FCI entered into a Management Agreement dated February 28,
1997 (the "Management Agreement"), as amended, with an effective date of August
19, 1997 ("Effective Date");
INMD is willing to grant to each of Xxxxx Xxxxxx, M.D., Xxxxx X.
Xxxxxxx, M.D., Xxxxx Xxxxx, M.D. and Xxxxx Xxxxx, M.D. , the stockholders of FCI
("Stockholders"), warrants to acquire 15,000 shares, respectively, of INMD
Common Stock (the "Warrants") at a price equal to the closing price of INMD
Common Stock on March 5, 1998 and with an expiration date of the Warrants that
is five (5) years from March 5, 1998.; provided, the Stockholders cause FCI
agree to amend the Management Agreement so as to extend the term from 20 years
to 25 years; and
FCI, based on approval of Stockholders, is willing to extend the
Management Agreement for five (5) years so as to expire twenty-five (25) years
from the Effective Date.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, and as contained in the Management Agreement, INMD and FCI
agree as follows:
1. The first sentence of Section 7.2 of The Management Agreement is
hereby deleted and the following sentence is hereby substituted therefor:
"The term of this Agreement shall begin on the Closing date
and shall expire twenty-five (25) years after such date unless
earlier terminated pursuant to Article 8, below."
2. All other provisions of the Management Agreement, as amended, not in
conflict with this Amendment No. 5 remain in full force and effect.
3. This Amendment No. 5 may be executed in any number of separate
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have signed this Amendment No. 5 the
date first above written.
INTEGRAMED AMERICA, INC.
By:/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Vice President
FERTILITY CENTERS OF ILLINOIS, S.C.
By:/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
