AMENDMENT NO. 7 TO MANAGEMENT AGREEMENT
BETWEEN
INTEGRAMED AMERICA, INC.
AND
FERTILITY CENTERS OF ILLINOIS, S.C.
THIS AMENDMENT NO. 7 TO MANAGEMENT AGREEMENT ("Amendment No. 7")
is dated as of April 1, 2000 by and between IntegraMed America, Inc., a Delaware
corporation, with its principal place of business at One Manhattanville Road,
Purchase, New York 10577 ("INMD") and Fertility Centers of Illinois, S.C., an
Illinois medical corporation, with its principal place of business at 3000 North
Halsted Street, Suite 509, Chicago, Illinois 69657 ("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 further 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 2.1.2 is hereby deleted and the following is
substituted therefor, effective January 1, 2000:
"2.1.2 Expenses incurred in recruiting additional physicians
for FCI, including, but not limited to employment agency fees,
travel expenses and relocation costs; and, up to $175,000 for
the first 12 months of each new physician's employment to
cover such costs as a signing bonus, if any, and salary;
provided, however, any such amount must be approved by the
Joint Practice Management Board on a case-by-case basis prior
to being incurred; and provided, further, "additional
physician" shall mean a new physician whose hiring is not to
replace a physician who has left P.C. within 12 months prior
to the employment of the new physician, but whose hiring
increases PC's full-time equivalent ("FTE") physicians to a
number greater than PC's FTE physicians for the previous 12
months;"
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2. Section 6.1.4 of the Management Agreement is hereby deleted in
its entirety and the following is hereby substituted therefor, effective January
1, 2000:
"6.1.4 during each year of this Agreement, an Additional
Management Fee, paid monthly but reconciled quarterly, in
accordance with the following table; and provided further the
Additional Management Fee shall not exceed 20% of FCI's
Physician and Other Revenues less Cost of Services and the
Base Management Fee for any Fiscal Year:
Cost of Services plus the Base
Management Fee as a % of Revenues Additional Management Fee
--------------------------------- -------------------------
50% and Below 10 1/2% of Revenues
51% to 60% 9 1/2% of Revenues
61% to or more 8 1/2% of Revenues
3. All other provisions of the Management Agreement, as amended,
not in conflict with this Amendment No. 7 remain in full force and effect.
4. This Amendment No.7 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. 7 the
date first above written.
INTEGRAMED AMERICA, INC.
By:/s/Gerardo Canet
------------------------------
Gerardo Canet, President & CEO
FERTILITY CENTERS OF ILLINOIS, S.C.
By:/s/Aaron S. Lifchez
----------------------------
Aaron S. Lifchez, President
