Exhibit 10.25
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XXXX CAPITAL PARTNERS V, L.P.
TWO XXXXXX XXXXX, 0XX XXXXX
XXXXXX, XXXXXXXXXXXXX 00000
April 18, 1997
Physicians Quality Care, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxxxxx 00000
Re: Amendment No. 1 to Management Agreement (the "Amendment")
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Ladies and Gentlemen:
Xxxx Capital Partners V, L.P. ("Bain") and Physicians Quality Care, Inc.
(the "Company") hereby agree as follows:
1. REFERENCE TO MANAGEMENT AGREEMENT. Reference is made to the Management
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Agreement (the "Agreement") dated August 30, 1996 between Xxxx and the Company.
Terms defined in the Agreement and not otherwise defined herein are used herein
with the meanings so defined.
2. AMENDMENTS TO AGREEMENT. The Company and Bain agree that, effective as
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of the date hereof, Section 2(a) of the Agreement is amended and restated in its
entirety as follows:
"a. during the Term, pay to Bain (or an affiliate of Bain designated
by it) a management fee of $750,000 per annum in exchange for the
services provided to the Company by Bain, as more fully described
in Section 1 of this Agreement, such fee being payable by the
Company quarterly in advance, the first such payment to be made
at the closing of the first Equity Investment; provided, however,
that with the consent of Bain, the Company may accrue $250,000 of
such management fee per annum until the earlier of (i) five
business days following notification by Bain to the Company to
make such payment, or (ii) 30 days prior to an initial public
offering of the Company's capital stock; and"
3. MISCELLANEOUS. Except to the extent specifically amended hereby, the
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provisions of the Agreement shall remain unmodified and the Agreement as amended
hereby is hereby confirmed as being in full force and effect. This Amendment
may be executed in counterparts which together shall constitute one instrument
and shall be deemed by a contract
made under and laws of The Commonwealth of Massachusetts and shall be construed
under and governed by the laws of such Commonwealth and shall bind and inure to
the benefit of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf as an instrument under seal as of the date first above
written by its officer or representative thereunto duly authorized.
THE COMPANY: PHYSICIANS QUALITY CARE, INC.
By: s/s Xxxxxxx X. Xxxxx
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Title:
BAIN: XXXX CAPITAL PARTNERS V, L.P.
By: Xxxx Capital Investors V, Inc.,
Its general partner
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title:
-2-
