AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
BETWEEN
SHADY GROVE FERTILITY CENTERS, INC.
AND
LEVY, SAGOSKIN AND XXXXXXXX, M.D., P.C.
THIS AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT ("Amendment No. 2") is
dated as of May 6, 1998 by and among IntegraMed America, Inc., a Delaware
corporation, with its principal place of business at Xxx Xxxxxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxx Xxxx 10577("IntegraMed"), Shady Grove Fertility Centers, Inc., a
Maryland corporation, having a place of business at Xxx Xxxxxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxx Xxxx 00000 ("Shady Grove") and Levy, Sagoskin and Xxxxxxxx, M.D.,
P.C., a Maryland professional corporation, with a place of business at 0000
Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 ("PC").
RECITALS:
WHEREAS, Shady Grove and PC entered into a Management Agreement
("Management Agreement") dated March 11, 1998; and
WHEREAS, IntegraMed acquired the majority of the issued and outstanding
capital stock of Shady Grove on March 12, 1998; and
WHEREAS, Shady Grove and IntegraMed entered into a Submanagement
Agreement ("Submanagement Agreement"), with PC's consent, dated March 12, 1998,
pursuant to which IntegraMed agreed to perform certain duties and
responsibilities of Shady Grove under the Management Agreement; and
WHEREAS, the Management Agreement was amended by agreement dated April
16, 1998; and
WHEREAS, the parties desire to amend further the Management Agreement,
in pertinent part, to provide for a revised Additional Management Fee, as
defined in the Management Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, and as contained in the Management and Submanagement
Agreements, IntegraMed, Shady Grove and PC agree as follows:
1. Section 7.1.4 of the Management Agreement is hereby deleted in its
entirety and the following is hereby substituted therefor, retroactive to March
11, 1998:
"7.1.4 an Additional Management Fee, paid monthly but reconciled
quarterly, in accordance with the following table:
Years 1 through 5 of this Agreement
-----------------------------------
Cost of Services plus the Base
Management Fee as a % of Revenues Additional Management Fee
--------------------------------- -------------------------
Below 76% 20% of PDE
76% to 81% 17.5% of PDE
81% or more 15% of PDE
Years 6 through 25 of this Agreement
------------------------------------
Below 76% 25% of PDE
76% to 81% 22.5% of PDE
81% or more 20% of PDE"
2. Section 7.4.2 of the Management Agreement is hereby deleted in its
entirety.
3.All other provisions of the Management Agreement, as amended, not
in conflict with this Amendment No. 2 remain in full force and effect.
4.This Amendment No. 2 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. 2 the date
first above written.
INTEGRAMED AMERICA, INC. LEVY, SAGOSKIN AN XXXXXXXX, M.D., P.C.
By: /s/Xxxxxxx Xxxxx By: /s/Xxxxxxx Xxxx
------------------------ --------------------------
Xxxxxxx Xxxxx, President Xxxxxxx X. Xxxx, President
SHADY GROVE FERTILITY CENTERS, INC.
By: /s/Xxxxxxx Xxxxx
------------------------
Xxxxxxx Xxxxx, President