AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
BETWEEN
INTEGRAMED AMERICA, INC.
AND
FERTILITY CENTERS OF ILLINOIS, S.C.
THIS AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT, dated June 18, 1997 by and
between IntegraMed America, Inc., a Delaware corporation, with its principal
place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("INMD")
and Fertility Centers of Illinois, S.C., an Illinois medical corporation, with
its principal place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("FCI").
RECITALS:
INMD and FCI entered into a Management Agreement dated February 28, 1997
(the "Management Agreement") and amended the same pursuant a agreement dated May
2, 1997 ("Amended Agreement"); and
INMD and FCI wish to further amend 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 Agreement, INMD and FCI agree as
follows:
1. Section 6.1.4 of the Management Agreement is hereby deleted in its
entirety and the following is hereby substituted therefor:
"6.1.4 an Additional Management Fee in accordance with the following table:
Years 1 through 5 of this Agreement
Costs of Services plus the Base Additional Management Fee
Management Fee as a % of Revenues -------------------------
---------------------------------
50% and below 11 1/2% of Revenues
51% to 60% 9 1/2% of Revenues
61% to 70% 7 1/2% of Revenues
71% to 80% 4 % of Revenues
81% or more 0% of Revenues
Years 6 through 20 of this Agreement
50% and below 13 1/2% of Revenues
51% to 60% 11 1/2% of Revenues
61% to 70% 8 1/2% of Revenues
71% to 80% 5% of Revenues
81% or more 0% of Revenues"
2. All the other provisions of the Management and Amended Agreements, not in
conflict with this Amendment No. 2, remain if full force and effect.
IN WITNESS WHEREOF, the parties have signed this Amendment No. 2 as of the
date first above written.
IntegraMed America, Inc.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President
Fertility Centers of Illinois, S.C.
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D., President
