AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
BETWEEN
SHADY GROVE FERTILITY CENTERS, INC.
AND
LEVY, SAGOSKIN AND STILLMAN, M.D., P.C.
THIS AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT ("Amendment No. 1") is
dated April 16, 1998 by and among IntegraMed America, Inc., a Delaware
corporation, with its principal place of business at One Manhattanville Road,
Purchase, New York 10577("IntegraMed"), Shady Grove Fertility Centers, Inc., a
Maryland corporation, having a place of business at One Manhattanville Road,
Purchase, New York 10577 ("Shady Grove") and Levy, Sagoskin and Stillman, M.D.,
P.C., a Maryland professional corporation, with a place of business at 9707
Medical Center Drive, Suite 230, Rockville, Maryland 20850 ("PC").
RECITALS:
WHEREAS, Shady Grove and PC entered into a Management Agreement
("Management Agreement") dated March 11, 1998 ("Effective Date") pursuant to
which Shady Grove agreed to provide certain management and administrative
services to PC for a period of 20 years (the "Term"); and
WHEREAS, IntegraMed acquired the majority of the stock of Shady Grove
on March 12, 1998; and
WHEREAS, Shady Grove and IntegraMed, entered into a Submanagement
Agreement ("Submanagement Agreement"), with PC's consent, dated March 12, 1998
pursuant to which IntegraMed agreed to perform certain duties and
responsibilities of Shady Grove under the Management Agreement; and
WHEREAS, PC desires to establish terms and conditions regarding any
expansion that Shady Grove and/or IntegraMed will make with respect to
management agreements with other medical practices within defined geographic
limits of PC's medical offices and Shady Grove and PC are willing to limit such
expansion within defined geographic limits as set forth in this Amendment No. 1;
and
WHEREAS, IntegraMed, is willing to grant to each of Michael J. Levy,
M.D., Arthur W.Sagoskin, M.D. and Robert J. Stillman, M.D., each a stockholder
of PC ("Stockholders"), warrants to acquire 15,000 shares, respectively, of
IntegraMed Common Stock (the "Warrants") at a price equal to the closing price
of IntegraMed's Common Stock on the date hereof and with an expiration date of
the Warrants that is five (5) years from the date hereof; provided, the
Stockholders cause PC to amend the Management Agreement so as to extend the Term
to 25 years; and
WHEREAS, PC, based on approval of Stockholders, is willing to extend
the Management Agreement for five (5) years so as to expire twenty-five (25)
years from the Effective Date.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, and as contained in the Management and Submanagement
Agreements, IntegraMed, Shady Grove and PC agree as follows:
1. The first sentence of Section 8.2 of The Management Agreement is
hereby deleted and the following sentence is hereby substituted therefor:
"The term of this Agreement shall begin on March 11, 1998 (the
'Effective Date') and shall expire twenty-five (25) years
after the Effective Date unless earlier terminated pursuant to
Article 9 below."
2. The Management Agreement is hereby amended to add the following new
Section 8.3 to Article 8:
"8.3 Management Company agrees that during the term of this
Agreement, Management Company will not manage or provide
administrative services to any other medical practice that is
competitive to PC within the geographical area outlined in the
territory established on the attached Exhibit 8.3, without
PC's prior written consent."
3. All other provisions of the Management Agreement not in conflict
with this Amendment No. 1 remain in full force and effect.
4. During the Term of the Management Agreement or so long as IntegraMed
owns the majority of the outstanding stock of Shady Grove, IntegraMed agrees not
to manage any other medical practice that is competitive to PC within the
geographical area outlined in the territory set forth in Exhibit 8.3 to the
Management Agreement.
5. Within 7 days of execution of this Amendment No. 1 IntegraMed will
deliver the Warrants to the respective Stockholders.
6. This Amendment No. 1 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. 1 the
date first above written.
INTEGRAMED AMERICA, INC.
By: /s/Gerardo Canet
------------------------
Gerardo Canet, President
SHADY GROVE FERTILITY CENTERS, INC.
By: /s/Gerardo Canet
------------------------
Gerardo Canet, President
LEVY, SAGOSKIN AND STILLMAN, M.D., P.C.
By: /s/ Michael J. Levy, MD
-------------------------------
Michael J. Levy, M.D., President