Amendment No. 7 to Service Agreement between IntegraMed America, Inc. and Shady Grove Reproductive Science Center, P.C.

Summary

IntegraMed America, Inc. and Shady Grove Reproductive Science Center, P.C. have amended their existing service agreement to update the terms for calculating the Additional Service Fee. Effective January 1, 2004, the amendment sets new percentages and maximum limits for the fee based on annual revenue, with specific caps and minimums for each year through 2009 and beyond. All other terms of the original agreement remain unchanged. This amendment clarifies financial obligations between the two parties.

EX-10.105G 6 exhibit10105g.txt INTEGRAMED AMERICA, INC. - - AMENDMENT NO. 7 TO SERVICE AGREEMENT BETWEEN INTEGRAMED AMERICA, INC. AND SHADY GROVE REPRODUCTIVE SCIENCE CENTER, P.C. THIS AMENDMENT NO. 7 TO SERVICE AGREEMENT ("Amendment No. 7") is dated November ___, 2003 by and between IntegraMed America, Inc., a Delaware corporation, with its principal place of business at Two Manhattanville Road, Purchase, New York 10577 ("INMD") and Shady Grove Reproductive Science Center, P.C., a Maryland professional corporation, with its principal place of business at 15001 Shady Grove Road, Suite 310, Rockville, Maryland 20850 ("PC"). RECITALS: WHEREAS, INMD and PC are parties to a Service Agreement dated March 12, 1998, as amended (the "Agreement");and WHEREAS, INMD and PC wish to amend further the Agreement, in pertinent part to clarify certain financial and other terms and conditions; NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, and as contained in the Agreement, as amended, INMD and PC agree as follows: 1. Section 7.1.4 of the Agreement, as amended to date, is hereby deleted in its entirety and the following substituted therefor: "7.1.4 Effective as of January 1, 2004, during each year of this Agreement, an Additional Service Fee, paid monthly but reconciled quarterly, in accordance with the following table: Applicable Year Additional Service Fee Maximum Additional Service Fee 2004 16% of PDE None 2005 14% of PDE None 2006 10% of PDE $1,000,000.00 2007 10% of PDE $ 900,000.00 2008 10% of PDE $ 800,000.00 2009 and thereafter 10% of PDE $1,080,000.00 Notwithstanding anything in this Section 7.1.4 to the contrary, beginning January 1, 2006, the minimum annual Additional Service Fee paid to IntegraMed under this Agreement shall not be less than $540,000 per year, and the maximum annual Additional Service Fee paid to IntegraMed shall not exceed the amounts set forth above for the indicated years; but in no event shall the annual Additional Service Fee exceed 20% of PDE. 2. All other provisions of the Agreement, as amended, not in conflict with this Amendment No. 7 remain in full force and effect. IN WITNESS WHEREOF, the parties have signed this Amendment No.7 as the date first written above. INTEGRAMED AMERICA, INC. By: /s/Gerardo Canet -------------------------- Gerardo Canet, President SHADY GROVE REPRODUCTIVE SCIENCE CENTER, P.C. By: /s/Michael J. Levy --------------------------- Michael J. Levy, M.D., President