AMENDMENT NO. 6 TO MANAGEMENT AGREEMENT
BETWEEN
INTEGRAMED AMERICA, INC.
AND
FERTILITY CENTERS OF ILLINOIS, S.C.
THIS AMENDMENT NO. 6 TO MANAGEMENT AGREEMENT is dated as of July 1,
1999 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, as amended, with an effective date of August 19, 1997 (the "Management
Agreement");
INMD and FCI desire to amend and restate certain financial terms and
conditions of the Management Agreement governing their relationship.
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. Section 1.1.4 of Article I is hereby deleted in its entirety and the
following is substituted therefor, effective July 1, 1999:
"1.1.4 "Costs of Services" shall mean all ordinary and
necessary expenses of FCI and all direct ordinary and
necessary operating expenses of INMD, without xxxx-up,
incurred in connection with the management of FCI's medical
practice, as more specifically described in Section 2.1;
provided, however, Costs of Services shall be adjusted for
Pass-Throughs."
2. Section 1.1.13 of Article I is hereby deleted in its entirety and
the following is substituted therefor, effective July 1, 1999:
"1.1.13 "Revenues" shall mean the sum of all Physician and
Other Professional Revenues, and FCI Management Fees;
provided, however, Revenues shall be adjusted for
Pass-Throughs."
3. Article I is hereby amended to add a new Section 1.1.15, effective
July 1, 1999, as follows:
"1.1.15 " Pass Throughs" shall mean those amounts, under
capitation arrangements identified in certain managed care,
HMO, Preferred Provider or similar agreement, which FCI is
obligated to remit to third-party health care providers, for
goods or services, out of the capitation payment received by
FCI under such capitation arrangements. For any payment to a
third party to qualify as a Pass-Through the payment must (i)
be linked to a capitation contract (ii) further, be linked to
a subcapitation contract that transfers full risk to a
third-party health care provider for the provision of
specified goods and/or services, and (iii) have the prior
approval of INMD for the exclusion of the amounts from FCI's
Revenues."
4. Section 6.1.3 is hereby deleted in its entirety and the following
substituted therefor, effective July 1, 1999:
"6.1.3 during each year of this Agreement, a Base Management
Fee, paid monthly, of an amount equal to six percent (6%) of
the first $8.0 million of FCI's Revenues; five percent (5%) of
FCI's Revenues over $8.0, but less than $12 million; and four
percent (4%) of FCI's Revenues of $12 million and above."
5. Section 6.1.4 of the Management Agreement is hereby deleted in its
entirety and the following is hereby substituted therefor, effective July 1,
1999:
"6.1.4 an Additional Management Fee in accordance with the
following table:
July 1, 1999 to August 19, 2002
-------------------------------
Cost of Services plus the Base
Management Fee as a % of Revenues Additional Management Fee
--------------------------------- -------------------------
55% and below 10.5% of Revenues
55.01% to 65% 8.5% of Revenues
65.01% to 75% 6.5% of Revenues
75.01% to 80% 4.5% of Revenues
80.01% or more 0% of Revenues
August 20, 2002 to August 19, 2022
----------------------------------
Cost of Services plus Base
Management Fee as a % of Revenues Additional Management Fee
--------------------------------- -------------------------
55% and below 12.5% of Revenues
55.01% to 65% 10.5% of Revenues
65.01% to 75% 8.5% of Revenues
75.01% to 80% 6.5% of Revenues
80.01% or more 0% of Revenues
6. The second sentence of Section 6.1.5 of the Management Agreement is
hereby amended to read as follows:
"Said alternate Management Fee shall be an amount mutually
agree upon between INMD and FCI within thirty days time from
the Findings, but in no event shall be less than $2,313,000.00
per annum."
7. Article 6 is hereby amended to add a new Section 6.1.7, effective
July 1, 1999, as follows:
"6.1.7 The Additional Management Fee provided for in Section
6.1.4 shall be paid monthly to INMD; provided, however INMD
will, on a quarterly basis, reconcile the monthly Additional
Management Fee to the quarterly financial results of FCI's
operations ("Quarterly Reconciliation"). The Quarterly
Reconciliation shall be performed within 45 days after the end
of each calendar quarter. To the extent the aggregate monthly
Additional Management Fee paid to INMD for the applicable
quarter is less or greater than the amount to which INMD is
entitled for the applicable quarter, the amount previously
paid to INMD for the applicable quarterly shall be adjusted to
the Quarterly Reconciliation amount."
8. All other provisions of the Management Agreement, as amended, not in
conflict with this Amendment No. 6 remain in full force and effect.
9. This Amendment No. 6 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. 6 the
date first above written.
INTEGRAMED AMERICA, INC.
By:/s//Xxxxxxx Xxxxx
------------------------------
Xxxxxxx Xxxxx, President & CEO
FERTILITY CENTERS OF ILLINOIS, S.C.
By:/s/Xxxxx X. Xxxxxxx
------------------------------
Xxxxx X. Xxxxxxx, President
