Attn: William J. Gedwed ChairmanIndemnification Agreement • April 2nd, 2007 • 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.
Attn: William J. Gedwed President and Chief Executive OfficerUnderstanding and Agreement • April 2nd, 2007 • 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.
Attn: William J. Gedwed, ChairmanHealthMarkets, Inc. • April 2nd, 2007 • Accident & health insurance
This letter amends the agreement (the “Agreement”), dated August 18, 2006, between The Blackstone Group L.P. (“Blackstone”) and The MEGA Life and Health Insurance Company (the “Company”), which Agreement contemplates certain financial advisory services to be rendered by Blackstone to the Company with respect to the sale of the Company’s Star HRG and Student Insurance divisions.
