The MEGA Life and Health Insurance Company 9151 Grapevine Highway North Richland Hills, Texas 76180 Attn: William J. Gedwed Chairman Dear Mr. Gedwed:Financial Advisory Agreement • November 9th, 2006 • HealthMarkets, Inc. • Accident & health insurance • New York
This letter confirms the understanding and agreement (“Agreement”) between The Blackstone Group L.P. (“Blackstone”) and The MEGA Life and Health Insurance Company (the “Company”) regarding the retention of Blackstone and its affiliates, successors and assigns, as appropriate, by the Company as its exclusive financial advisor for the purposes set forth herein.
HealthMarkets, LLC c/o HealthMarkets, Inc. 9151 Grapevine Highway North Richland Hills, Texas 76180 Attn: William J. Gedwed President and Chief Executive Officer Dear Mr. Gedwed:Placement Agreement • November 9th, 2006 • HealthMarkets, Inc. • Accident & health insurance • New York
Reference is made to the Placement Agreement, dated as of August 9, 2006 (the “Placement Agreement”), between and among Grapevine Finance LLC (the “Issuer”), HealthMarkets LLC (“HealthMarkets”) and The Blackstone Group L.P. (“Blackstone”), pursuant to which Blackstone agreed to act as Placement Agent in connection with the offering and sale by the Issuer of the Issuer’s 6.7120% Notes due July 15, 2021 in the aggregate principal amount of $72,350,000 (the “Notes”). This letter confirms the understanding and agreement (“Agreement”) between Blackstone and HealthMarkets, Inc. (the “Company”) regarding the compensation to be paid to Blackstone by HealthMarkets in connection with the transactions contemplated by the Placement Agreement.
