Exhibit 99.4
Execution Version
SECOND 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: | Royal Bank of Canada |
Reference Number: | To be advised. |
The purpose of this Second Amended and Restated Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction entered into between Royal Bank of Canada (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on March 9, 2021 (the “Original Transaction”). This Second Amended and Restated Supplemental Confirmation, dated March 6, 2023, amends and restates in its entirety the Amended and Restated Supplemental Confirmation, dated November 24, 2021, which amended and restated in its entirety the Supplemental Confirmation, dated March 9, 2021 (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 and the Second Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Second Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Second Amendment and Restatement Date for the Transaction referenced below.
1. This Second 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 26, 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 Second 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 Second Amended and Restated Supplemental Confirmation relates are as follows:
Trade Date: | March 9, 2021 |
Second Amendment and Restatement Date: | March 6, 2023 |
Amendment and Restatement Date: | November 24, 2021 |
Prepayment Amount: | USD 9,195,026.00 |
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 314,674.73. Counterparty agrees to pay Dealer the First Amendment Payment Amount on the First Amendment Payment Date. |
First Amendment Payment Date: | The second Currency Business Day following the Amendment and Restatement Date. |
Second Amendment Payment Amount: | USD 787,834.29. Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date. |
Second Amendment Payment Date: | The second Currency Business Day following the Second Amendment and Restatement Date. |
Second Amendment Reference Price: | USD 199.7500 |
Forward Floor Price: | USD 199.7500 |
Forward Cap Price: | USD 219.7250 |
Final Disruption Date: | February 21, 2025 |
Contractual Dividend: | USD 0.435 per quarter |
For each Component of the Transaction, the Number of Shares and the Scheduled Valuation Date are as set forth below.
Component Number | Number of Shares | Scheduled Valuation Date |
1 | 858 | 11/25/2024 |
2 | 858 | 11/26/2024 |
3 | 858 | 11/27/2024 |
4 | 858 | 12/2/2024 |
5 | 858 | 12/3/2024 |
6 | 858 | 12/4/2024 |
7 | 858 | 12/5/2024 |
8 | 858 | 12/6/2024 |
9 | 858 | 12/9/2024 |
10 | 858 | 12/10/2024 |
11 | 858 | 12/11/2024 |
12 | 858 | 12/12/2024 |
13 | 858 | 12/13/2024 |
14 | 858 | 12/16/2024 |
15 | 858 | 12/17/2024 |
16 | 858 | 12/18/2024 |
17 | 858 | 12/19/2024 |
18 | 858 | 12/20/2024 |
19 | 858 | 12/23/2024 |
20 | 858 | 12/26/2024 |
21 | 858 | 12/27/2024 |
22 | 858 | 12/30/2024 |
23 | 858 | 12/31/2024 |
24 | 858 | 1/2/2025 |
25 | 858 | 1/3/2025 |
26 | 858 | 1/6/2025 |
27 | 858 | 1/7/2025 |
28 | 858 | 1/8/2025 |
29 | 858 | 1/9/2025 |
30 | 858 | 1/10/2025 |
31 | 858 | 1/13/2025 |
32 | 858 | 1/14/2025 |
33 | 858 | 1/15/2025 |
34 | 858 | 1/16/2025 |
35 | 858 | 1/17/2025 |
36 | 858 | 1/21/2025 |
37 | 858 | 1/22/2025 |
38 | 858 | 1/23/2025 |
39 | 858 | 1/24/2025 |
40 | 857 | 1/27/2025 |
41 | 857 | 1/28/2025 |
42 | 857 | 1/29/2025 |
43 | 857 | 1/30/2025 |
44 | 857 | 1/31/2025 |
45 | 857 | 2/3/2025 |
46 | 857 | 2/4/2025 |
47 | 857 | 2/5/2025 |
48 | 857 | 2/6/2025 |
49 | 857 | 2/7/2025 |
50 | 857 | 2/10/2025 |
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).
Counterparty hereby agrees (a) to check this Second 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 Second Amended and Restated Supplemental Confirmation relates by manually signing this Second 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, | ||||
ROYAL BANK OF CANADA | ||||
By: | /s/ Dawn Laabs | |||
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 2nd A&R Supplemental Confirmation No. 2 (RBC)]