Exhibit 10.1.1
FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT
This Amendment is made as of this ___ day of January, 1998 by and among
MDNY Holdings, LLC, ("MDNY Holdings") a New York limited liability company
having an address at Xxx Xxxxxxxxxx Xxxxxxxxxx, Xxxxx 0X00, Xxxxxxxx, Xxx Xxxx
00000; MDNY Healthcare, Inc. (the "HMO"), a New York health maintenance
organization, with its principal place of business at Xxx Xxxxxxxxxx Xxxxxxxxxx,
Xxxxx 0X00, Xxxxxxxx, Xxx Xxxx, 00000; NextStage Healthcare Management of New
York, Inc. (the "Manager"), a Delaware corporation, with its principal place of
business at Xxx Xxxxxxxxxx Xxxxxxxxxx, Xxxxx 0X00, Xxxxxxxx, Xxx Xxxx, 00000;
Long Island Physician Holdings, LLC ("LIPH"), a New York limited liability
company having an address at Xxx Xxxxxxxxxx Xxxxxxxxxx, Xxxxx 0X00, Xxxxxxxx,
Xxx Xxxx, 00000; Catholic Healthcare Network of Long Island, Inc. ("CHNLI"), a
New York not-for-profit corporation having an address at 00 Xxxxx Xxxx Xxxxxx,
Xxxxxxxxx Xxxxxx, Xxx Xxxx 00000.
RECITALS
WHEREAS, LIPH, CHNLI, the Manager and the HMO have previously entered into
a Management Services Agreement dated October 11, 1995 (the "Management
Agreement");
WHEREAS, the HMO operates a health maintenance organization under Article
44 of the Public Health Law of the State of New York (the "PHL") and was
incorporated under the name MDLI Healthcare, Inc., and has been reorganized as a
wholly-owned subsidiary of MDNY Holdings;
WHEREAS, the Manager is in the business of providing management and
consulting services to health maintenance organizations, provider networks and
other managed care organizations;
WHEREAS, under the Management Agreement the Manager provides management
services to the HMO and to the practice associations owned, affiliated with
and/or controlled by each of CHNLI and LIPH, which represent the physicians and
other healthcare providers of the HMO (each a "Practice Association", and,
collectively, the "Practice Associations");
WHEREAS, Island Practice Association I.P.A., Inc., a practice association
affiliated with MDNY ("Island IPA"), is entering into an arrangement with
PhyMatrix Corporation (or an affiliate thereof) for the provision of management
services (the "PhyMatrix Management Agreement");
WHEREAS, in connection with the PhyMatrix Management Agreement, the
Manager, the HMO, MDNY Holdings, Island IPA and each of CHNLI and LIPH, desire
to terminate the Manager's management of Island IPA and other medical/surgical
Practice Associations under the Management Agreement; and
WHEREAS, except as amended hereby with respect to the management of
certain Practice Associations, all other terms of the Management Agreement shall
remain in full force and effect;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledge, the parties hereto hereby agree as
follows:
1. Removal of Manager with Respect to Island IPA. (a) Island IPA hereby
terminates the Manager's management obligations to and in respect of
Island IPA which the Manager is managing pursuant to the Management
Agreement without affecting the Management Fee payable to Manager by
HMO.
(b) Each of LIPH, CHNLI, MDNY Holdings and the HMO hereby consents
to the termination by Island IPA of the Manager's management
obligations to and in respect of Island IPA pursuant to the
Management Agreement and further agrees that any future
medical/surgical physician independent practice associations formed
by either of CHNLI or LIPH shall not be managed by the Manager.
(c) The foregoing provisions of Section 1(a) and (b) shall apply
until such time as the PhyMatrix Management Agreement terminates.
Upon termination of the PhyMatrix Management Agreement, the Manager
shall have the right to manage such practice associations upon the
request of LIPH, CHNLI, or Island IPA, on terms and conditions to be
mutually determined by the parties.
2. Removal of Manager with Respect to CHNLI IPAs. CHNLI and any
independent practice association owned, controlled by, or affiliated
with CHNLI, shall have the right, in its sole discretion, to
terminate the Manager's management obligations to any independent
practice association owned, controlled by, or affiliated with CHNLI
on notice to the HMO Board and to the Manager without affecting the
Management Fee payable to Manager by HMO.
3. Section 7.5 of Management Agreement. (a) Each of the parties hereto
agrees to waive the first two sentences of Section 7.5 of the
Management Services Agreement with respect to the independent
practice associations referred to in Sections 1 and 2 of this
Agreement.
(b) The third sentence of Section 7.5 of the Management Services
Agreement shall be deleted.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall constitute and original and all of
which when taken together shall constitute one and the same
document.
5. Governing Law. This Amendment shall be governed by and construed
with the laws of the State of New York without giving effect to the
conflict of laws provisions thereof.
6. Effective Date. This Amendment shall become effective on the date
the PhyMatrix Management Agreement becomes effective. This Amendment
shall have no force and effect if the PhyMatrix Management Agreement
does not become effective for any reason.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their authorized representative as of this ____ day of January, 1998.
MDNY HOLDINGS, LLC
By: /s/ Xxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxxx
Title:
MDNY HEALTHCARE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: CEO
NEXTSTAGE HEALTHCARE MANAGEMENT OF
NEW YORK, INC.
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President
LONG ISLAND PHYSICIAN HOLDINGS,
LLC
By: /s/ Xxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxxx, M.D.
Title: President
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CATHOLIC HEALTHCARE NETWORK OF LONG
ISLAND, INC.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title:
ISLAND PRACTICE ASSOCIATION I.P.A., INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxx M.D.
Title: President IPA Inc.
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