FIRST ADDENDUM TO MANAGEMENT SERVICES AGREEMENT
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THIS FIRST ADDENDUM TO MANAGEMENT SERVICES AGREEMENT (the "First Addendum")
is executed and delivered as of September 1, 1995 (the "Execution Date") by and
between AMSA, INC., a Florida corporation (the "Manager"); SHERIDAN MEDICAL
HEALTHCORP, P.C., a New York professional corporation f/k/a ANESTHESIOLOGISTS'
MANAGEMENT SERVICES ASSOCIATES, P.C. ("PC"); and, SHERIDAN HEALTHCORP, INC., a
Florida corporation ("Sheridan").
PRELIMINARY STATEMENTS
1. The Manager and PC entered into a Management Services Agreement, dated
as of November 28, 1994, with a term commencing on November 28, 1994 and
expiring on November 27, 1995 (the "Agreement"). All capitalized terms not
defined in this First Addendum shall have the meanings given them in the
Agreement. The Agreement and this First Addendum shall be collectively, the
"Agreement".
2. The parties desire to amend the Agreement pursuant to the terms of this
First Addendum. In the event of any inconsistency between the terms of this
First Addendum and the Agreement, then the terms of this First Addendum shall
control.
3. The Manager desires to be released and discharged from all liability to
PC in connection with the Agreement. The Manager is a wholly-owned subsidiary of
Sheridan. Sheridan is willing to assume all of the Manager's obligations and
liabilities under the Agreement, whether arising before or after the execution
and delivery of this First Addendum.
NOW THEREFORE, for and in consideration of the mutual covenants contained
in this First Addendum and the Agreement, the Manager, PC and Sheridan agree as
follows:
AGREEMENT
1. Name Change. Effective May 16, 1995, PC amended its corporate name to
Sheridan Medical Healthcorp, P.C. References to PC throughout the Agreement and
the First Amendment shall mean Sheridan Medical Healthcorp, P.C.
2. Assignment and Assumption.
(a) Sheridan agrees to perform and be bound by all the terms of the
Agreement in all respects as if it were the original party, AMSA, INC. ("AMSA"),
under the Agreement and to assume all of the obligations and liabilities of the
Manager under the Agreement, whether arising before of after the execution and
delivery of this Addendum.
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(b) AMSA assigns to Sheridan all of its rights, title and interest in the
Agreement. PC releases and discharges AMSA from all future obligations under the
Agreement after August 31, 1995. Effective September 1, 1995 all references to
the Manager throughout the Agreement shall mean Sheridan Healthcorp, Inc.
(c) PC accepts Sheridan as the substituted Manager to the Agreement and
agrees to continue to be bound by the terms of the Agreement in all respects as
if Sheridan was originally named as the Manager in the Agreement.
3. Section 10 of the Agreement, Term and Termination is amended by
replacing the existing Section 10(a) with the following provision:
(a) Term. This Agreement shall commence on the Effective Date and, unless
terminated pursuant to the terms, shall expire on November 27, 2001 (the
"Term"). The Term shall be automatically renewed for additional seven-year terms
on the seventh Anniversary of the Effective Date and each subsequent seventh
Anniversary thereafter unless previously terminated pursuant to the terms of
this Agreement or otherwise mutually agreed between the parties of their intent
not to renew the Term or Terms.
4. Section 16(b) of the Agreement, Notices, is amended by replacing the
existing addresses with the following:
If to the Manager: Sheridan Healthcorp, Inc.
4651 Sheridan Street, Suite 400
Hollywood, FL 33021
ATTN: Jay A. Martus, Esq.
Vice President and General Counsel
If to PC: Sheridan Medical Healthcorp, P.C.
4651 Sheridan Street, Suite 400
Hollywood, FL 33021
ATTN: Gilbert Drozdow, M.D.
President
5. All other provisions of the Agreement not expressly amended by the terms
of this First Addendum remain unchanged and in full force and effect.
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AMSA, PC and Sheridan have each caused this First Addendum to be executed
and delivered by their duly authorized officers as of the Execution Date.
AMSA: PC:
AMSA, INC., SHERIDAN MEDICAL HEALTHCORP, P.C.,
a Florida corporation a New York professional corporation
By: _____________________________ By: _____________________________
Jay A. Martus, Esq. Gilbert Drozdow, M.D.
Vice President and General Counsel President
SHERIDAN:
SHERIDAN HEALTHCORP, INC.,
a Florida corporation
By: _____________________________
Jay A. Martus, Esq.
Vice President and General Counsel