Exhibit 99.1
Execution Version
FOURTH AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 2
Date: | March 6, 2023 |
To: | QH Hungary Holdings Limited |
BAH Center | 2 Furj street, Building B, Ground fl. | |
1124 Budapest, Hungary | |
Attn: Balazs Horvath Dr | |
T: +36 1 646 4638 | |
Email: balazs.horvath@bekespartners.com, rozsa.juci@gmail.com | |
From: | Citibank, N.A. |
Fax No.: | 212-615-8985 |
Reference Number: | To be advised. |
The purpose of this Fourth Amended and Restated Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on May 26, 2020 (the “Original Transaction”). This Fourth Amended and Restated Supplemental Confirmation, dated March 6, 2023, amends and restates in its entirety the Third Amended and Restated Supplemental Confirmation, dated August 10, 2022, which amended and restated in its entirety the Second Amended and Restated Supplemental Confirmation, dated November 24, 2021, which amended and restated in its entirety the Amended and Restated Supplemental Confirmation, dated March 9, 2021, which amended and restated in its entirety the Supplemental Confirmation, dated May 26, 2020 (the “Original Supplemental Confirmation”), as is subject to the Master Confirmation specified below. Each party repeats to the other party the representations and warranties set forth in the Master Confirmation and in the Agreement (as defined in the Master Confirmation) (as if the Amendment and Restatement Date, the Second Amendment and Restatement Date, the Third Amendment and Restatement Date and the Fourth Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Fourth Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Fourth Amendment and Restatement Date for the Transaction referenced below.
1. This Fourth Amended and Restated Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of May 19, 2020 between Dealer and Counterparty (as amended and supplemented from time to time, the “Master Confirmation”). All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Fourth Amended and Restated Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.
2. The terms of the Transaction to which this Fourth Amended and Restated Supplemental Confirmation relates are as follows:
Trade Date: | May 26, 2020 |
Fourth Amendment and Restatement Date: | March 6, 2023 |
Third Amendment and Restatement Date: | August 10, 2022 |
Second Amendment and Restatement Date: | November 24, 2021 |
Amendment and Restatement Date: | March 9, 2021 |
Prepayment Amount: | USD 23,825,731.45 |
Prepayment Date: | The first Currency Business Day on which all of the conditions specified in Section 4 of the Master Confirmation are satisfied or waived by Dealer and Counterparty satisfied its obligations under Section 6(d) of the Master Confirmation; provided that, if such conditions are first all satisfied or waived after 3:00 p.m., New York time, on a Currency Business Day, the Prepayment Date shall be the next following Currency Business Day. |
First Amendment Payment Amount: | USD 858,164. Counterparty agrees to pay Dealer the First Amendment Payment Amount on the First Amendment Payment Date. For the avoidance of doubt, the First Amendment Payment Amount shall be netted against Dealer’s obligations to pay Counterparty the aggregate “Prepayment Amounts” under the March 2021 New Transactions. |
First Amendment Payment Date: | The “Prepayment Date” for the two Transactions under the Master Confirmation, each with a “Trade Date” that falls on the Amendment and Restatement Date (the “March 2021 New Transactions”). |
Second Amendment Payment Amount: | USD 641,983.69. Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date. For the avoidance of doubt, the Second Amendment Payment Amount shall be netted against Dealer’s obligations to pay Counterparty the aggregate “First Amendment Payment Amount” under the A&R Supplemental Confirmation No. 1. |
Second Amendment Payment Date: | The “First Amendment Payment Date” for the Transaction under the Master Confirmation, with a “Trade Date” of May 19, 2020 and an “Amendment and Restatement Date” that falls on the Second Amendment and Restatement Date (the “A&R Supplemental Confirmation No. 1”). |
Third Amendment Payment Amount: | USD 355,091.19. Counterparty agrees to pay Dealer the Third Amendment Payment Amount on the Third Amendment Payment Date. |
Third Amendment Payment Date: | The second Currency Business Day following the Third Amendment and Restatement Date. |
Fourth Amendment Payment Amount: | USD 1,607,300.23. Counterparty agrees to pay Dealer the Fourth Amendment Payment Amount on the Fourth Amendment Payment Date. |
Fourth Amendment Payment Date: | The second Currency Business Day following the Fourth Amendment and Restatement Date. |
Tranche 2 Initial Share Price: | USD 184.2694 |
Fourth Amendment Reference Price: | USD 199.7500 |
Tranche 1 Forward Floor Price: | USD 199.7500 |
Tranche 2 Forward Floor Price: | USD 184.2694 |
Tranche 1 Forward Cap Price: | USD 219.7250 |
Tranche 2 Forward Cap Price: | USD 202.6963 |
Tranche 1 Final Disruption Date: | February 21, 2025 |
Tranche 2 Final Disruption Date: | August 20, 2024 |
Tranche 1 Contractual Dividend: | USD 0.435 per quarter |
Tranche 2 Contractual Dividend: | USD 0.435 per quarter |
For each Tranche and Component of the Transaction, the Number of Shares and the Scheduled Valuation Date are as set forth below.
TRANCHE 1
Component Number | Number of Shares | Scheduled Valuation Date |
1 | 1,750 | 11/25/2024 |
2 | 1,750 | 11/26/2024 |
3 | 1,750 | 11/27/2024 |
4 | 1,750 | 12/2/2024 |
5 | 1,750 | 12/3/2024 |
6 | 1,750 | 12/4/2024 |
7 | 1,750 | 12/5/2024 |
8 | 1,750 | 12/6/2024 |
9 | 1,750 | 12/9/2024 |
10 | 1,750 | 12/10/2024 |
11 | 1,750 | 12/11/2024 |
12 | 1,750 | 12/12/2024 |
13 | 1,750 | 12/13/2024 |
14 | 1,750 | 12/16/2024 |
15 | 1,750 | 12/17/2024 |
16 | 1,750 | 12/18/2024 |
17 | 1,750 | 12/19/2024 |
18 | 1,750 | 12/20/2024 |
19 | 1,750 | 12/23/2024 |
20 | 1,750 | 12/26/2024 |
21 | 1,750 | 12/27/2024 |
22 | 1,750 | 12/30/2024 |
23 | 1,750 | 12/31/2024 |
24 | 1,750 | 1/2/2025 |
25 | 1,750 | 1/3/2025 |
26 | 1,750 | 1/6/2025 |
27 | 1,750 | 1/7/2025 |
28 | 1,750 | 1/8/2025 |
29 | 1,750 | 1/9/2025 |
30 | 1,750 | 1/10/2025 |
31 | 1,750 | 1/13/2025 |
32 | 1,750 | 1/14/2025 |
33 | 1,750 | 1/15/2025 |
34 | 1,750 | 1/16/2025 |
35 | 1,750 | 1/17/2025 |
36 | 1,750 | 1/21/2025 |
37 | 1,750 | 1/22/2025 |
38 | 1,750 | 1/23/2025 |
39 | 1,750 | 1/24/2025 |
40 | 1,750 | 1/27/2025 |
41 | 1,750 | 1/28/2025 |
42 | 1,750 | 1/29/2025 |
43 | 1,750 | 1/30/2025 |
44 | 1,750 | 1/31/2025 |
45 | 1,750 | 2/3/2025 |
46 | 1,750 | 2/4/2025 |
47 | 1,750 | 2/5/2025 |
48 | 1,750 | 2/6/2025 |
49 | 1,750 | 2/7/2025 |
50 | 1,750 | 2/10/2025 |
TRANCHE 2
Component Number | Number of Shares | Scheduled Valuation Date |
1 | 350 | 5/28/2024 |
2 | 350 | 5/29/2024 |
3 | 350 | 5/30/2024 |
4 | 350 | 5/31/2024 |
5 | 350 | 6/3/2024 |
6 | 350 | 6/4/2024 |
7 | 350 | 6/5/2024 |
8 | 350 | 6/6/2024 |
9 | 350 | 6/7/2024 |
10 | 350 | 6/10/2024 |
11 | 350 | 6/11/2024 |
12 | 350 | 6/12/2024 |
13 | 350 | 6/13/2024 |
14 | 350 | 6/14/2024 |
15 | 350 | 6/17/2024 |
16 | 350 | 6/18/2024 |
17 | 350 | 6/20/2024 |
18 | 350 | 6/21/2024 |
19 | 350 | 6/24/2024 |
20 | 350 | 6/25/2024 |
21 | 350 | 6/26/2024 |
22 | 350 | 6/27/2024 |
23 | 350 | 6/28/2024 |
24 | 350 | 7/1/2024 |
25 | 350 | 7/2/2024 |
26 | 350 | 7/5/2024 |
27 | 350 | 7/8/2024 |
28 | 350 | 7/9/2024 |
29 | 350 | 7/10/2024 |
30 | 350 | 7/11/2024 |
31 | 351 | 7/12/2024 |
32 | 351 | 7/15/2024 |
33 | 350 | 7/16/2024 |
34 | 350 | 7/17/2024 |
35 | 350 | 7/18/2024 |
36 | 350 | 7/19/2024 |
37 | 350 | 7/22/2024 |
38 | 350 | 7/23/2024 |
39 | 350 | 7/24/2024 |
40 | 350 | 7/25/2024 |
41 | 350 | 7/26/2024 |
42 | 350 | 7/29/2024 |
43 | 350 | 7/30/2024 |
44 | 350 | 7/31/2024 |
45 | 350 | 8/1/2024 |
46 | 350 | 8/2/2024 |
47 | 350 | 8/5/2024 |
48 | 350 | 8/6/2024 |
49 | 350 | 8/7/2024 |
50 | 350 | 8/8/2024 |
Dealer represents, warrants and covenants to Counterparty that any and all sales of Shares in connection with establishing Dealer’s initial Hedge Positions with respect to the Original Transaction have been made in compliance with and in accordance with the manner-of-sale conditions described in Rule 144(f) and (g) under the Securities Act (as interpreted by the Interpretive Letters).
3. Section 9(c)(vii) of the Master Confirmation is hereby amended by replacing the words “Section 11” with the words “Section 13(c)”.
4. The Transaction shall be divided into two individual Tranches, and each Tranche shall be divided into the number of Components set forth above, each with the terms set forth in the Master Confirmation and this Supplemental Confirmation; provided that for the purposes of “Settlement Terms” under the Master Confirmation, each reference to “Transaction” therein shall be deemed to mean “Tranche”.
Counterparty hereby agrees (a) to check this Fourth Amended and Restated Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Fourth Amended and Restated Supplemental Confirmation relates by manually signing this Fourth Amended and Restated Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to us.
Yours sincerely, | ||||
CITIBANK, N.A. | ||||
By: | /s/ Eric Natelson | |||
Authorized Representative | ||||
Confirmed as of the date first above written: | ||||
QH HUNGARY HOLDINGS LIMITED | ||||
By: | /s/ Judit Rozsa | |||
Name: Judit Rozsa | ||||
Title: Managing Director |
[Signature Page to 4th A&R Supplemental Confirmation No. 2 (Citi)]