Exhibit 99.2
CONFORMED COPY
Icahn Capital LP
767 Fifth Avenue
New York, New York 10153
August 5, 2013
VIA EMAIL
WebMD Health Corp
111 Eighth Avenue
New York, New York 10011
Attn.: | Marty Wygod, Chairman of the Board | |
Douglas Wamsley, General Counsel |
Ladies and Gentlemen:
Reference is made to (i) the letter of resignation from David Schechter to WebMD Health Corp. (the “Company”), dated the date hereof and (ii) Section 2(a) of the Director Appointment Agreement, dated as of June 8, 2012 (as amended, the “Agreement”), among the Company and the Icahn Group. All defined terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.
Pursuant to Section 2(a) of the Agreement, under certain circumstances, the Icahn Group is required to deliver a written notice to the Company stating that it does not intend to submit the name of a Replacement to the Company pursuant to Section 1(c). This letter constitutes such written notice required by Section 2(a) of the Agreement and hereby confirms that upon David Schechter’s resignation as a director of the Company effective on August 5, 2013, the Icahn Group does not intend to submit the name of a Replacement to the Company pursuant to Section 1(c) of the Agreement. As a result, the requirements of clause (z) of Section 2(a) have been satisfied and the Standstill Period has ended.
[Signature page follows]
Sincerely,
ICAHN PARTNERS MASTER FUND LP | ||||
ICAHN PARTNERS MASTER FUND II LP | ||||
ICAHN PARTNERS MASTER FUND III LP | ||||
ICAHN OFFSHORE LP | ||||
ICAHN PARTNERS LP | ||||
ICAHN ONSHORE LP | ||||
BECKTON CORP. | ||||
HOPPER INVESTMENTS LLC | ||||
By: Barberry Corp., its sole member | ||||
BARBERRY CORP. | ||||
HIGH RIVER LIMITED PARTNERSHIP | ||||
By: Hopper Investments LLC, general partner | ||||
By: Barberry Corp., its sole member | ||||
By: | /s/ Keith Cozza | |||
Name: | Keith Cozza | |||
Title: | Authorized Signatory | |||
ICAHN CAPITAL LP | ||||
By: IPH GP LLC, its general partner | ||||
By: Icahn Enterprises Holdings L.P., its sole member | ||||
By: Icahn Enterprises G.P. Inc., its general partner | ||||
IPH GP LLC | ||||
By: Icahn Enterprises Holdings L.P., its sole member | ||||
By: Icahn Enterprises G.P. Inc., its general partner | ||||
ICAHN ENTERPRISES HOLDINGS L.P. | ||||
By: Icahn Enterprises G.P. Inc., its general partner | ||||
ICAHN ENTERPRISES G.P. INC. | ||||
By: | /s/ Sung Hwan Cho | |||
Name: | Sung Hwan Cho | |||
Title: | Chief Financial Officer | |||
/s/ Carl C. Icahn | ||||
Carl C. Icahn | ||||
/s/ Brett Icahn | ||||
Brett Icahn | ||||
/s/ David Schechter | ||||
David Schechter |
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