AMENDMENT TO MANAGEMENT AGREEMENT
Between
INTEGRAMED AMERICA, INC.
And
FERTILITY CENTERS OF ILLINOIS, S.C.
THIS AMENDMENT TO MANAGEMENT AGREEMENT, dated May 2, 1997, 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 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxx 00000 ("FCI").
RECITALS:
INMD and FCI entered into a Management Agreement dated February 28, 1997
("Management Agreement"); and
INMD and FCI wish to amend the Management Agreement, in pertinent part, to
provide an alternate management fee structure, to take immediate effect should
any portion of Section 6.1 be deemed unenforceable, against public policy or
forbidden by law, at any time during the term of said Management Agreement.
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 Management Agreement is hereby amended to add the following section:
"6.1.5. In the event that Section 6.1.3 and/or Section 6.1.4 of this
Agreement is found to be illegal, unenforceable, against public policy, or
forbidden by law, by any local, state or federal agency or department, or
any court of competent jurisdiction ("Findings"), then Sections 6.1.3 and
6.1.4 and the Base Management Fee and Additional Service Fee shall be
replaced, effective immediately and retroactive to the date of the
Management Agreement, by a fixed annual Management Fee, payable in equal
monthly installments ("Alternate Management Fee") on or before the 15th
business day of each month. Said Alternate Management Fee shall be in an
amount mutually agreed upon, within thirty days time from the Findings,
between INMD and FCI, but in no event shall be less than $1,000,000 per
annum. In the event of a Finding which causes the Alternate Management Fee
to become operative, the parties shall, within sixty days of the Finding,
account for all payments made prior to the date of the Finding, and
recalculate such amounts pursuant to the formula
provided in the Alternate Management Fee. Any overpayment to INMD resulting
from the prior application of Sections 6.1.3 and/or 6.1.4 shall be applied
so as to satisfy 50% of each future monthly Alternate Management Fee until
the aggregate of such overpayment is fully paid. Any underpayment to INMD
resulting from the prior application of Sections 6.1.3 and/or 6.1.4 shall
be paid to INMD, commencing on the first day of the next full month
following the date of the Finding, in eighteen (18) equally monthly
installments.
"6.1.6. The right of termination provided for in Section 8.1.3 of the
Management Agreement, if based on the fact that Section 6 of the Management
Agreement has been found to be illegal, unenforceable, void, against public
policy or forbidden by law, shall only be exercisable in the event that
both (1) Sections 6.1.3 and 6.1.4 and (2) the Alternate Management Fee have
been so found by a local, state or federal agency or department, or any
court of competent jurisdiction."
2. All other provisions of the Management Agreement, not in conflict with
this Amendment, remain in full force and effect.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
first above written.
IntegraMed America, Inc.
By: /s/ Xxxxxxx Xxxxx
----------------------------------
Xxxxxxx Xxxxx, President
Fertility Centers of Illinois, S.C.
By: /s/ Xxxxx X. Xxxxxxx, M.D.
----------------------------------
Xxxxx X. Xxxxxxx, M.D., President
