Exhibit 99.1
Execution Version
SECOND AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 1
Date: | November 22, 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 Second 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 19, 2020 (the “Original Transaction”). This Second Amended and Restated Supplemental Confirmation, November 22, 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 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 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: | May 19, 2020 |
Amendment and Restatement Date: | November 24, 2021 |
Second Amendment and Restatement Date: | November 22, 2023 |
Prepayment Amount: | USD 44,957,909.41 |
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 2,100,000.00. Dealer agrees to pay Counterparty 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 Counterparty’s obligations to pay Dealer the (i) “First Amendment Prepayment Amount” under the Transaction under the Master Confirmation, with a “Trade Date” of March 9, 2021 and an “Amendment and Restatement Date” that falls on the Amendment and Restatement Date and (ii) “Second Amendment Payment Amount” under the Transaction under the Master Confirmation, with a “Trade Date” of May 26, 2020 and a “Second Amendment and Restatement Date” that falls on the Amendment and Restatement Date. |
First Amendment Payment Date: | The second Currency Business Day following the Amendment and Restatement Date. |
Second Amendment Payment Amount: | USD 6,296,838. 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 177.9634 |
Forward Floor Price: | USD 177.9634 |
Forward Cap Price: | USD 195.7597 |
Final Disruption Date: | August 19, 2025 |
Contractual Dividend: | USD 0.455 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 | 7,000 | 5/27/2025 |
2 | 7,000 | 5/28/2025 |
3 | 7,000 | 5/29/2025 |
4 | 7,000 | 5/30/2025 |
5 | 7,000 | 6/2/2025 |
6 | 7,000 | 6/3/2025 |
7 | 7,000 | 6/4/2025 |
8 | 7,000 | 6/5/2025 |
9 | 7,000 | 6/6/2025 |
10 | 7,000 | 6/9/2025 |
11 | 7,000 | 6/10/2025 |
12 | 7,000 | 6/11/2025 |
13 | 7,000 | 6/12/2025 |
14 | 7,000 | 6/13/2025 |
15 | 7,000 | 6/16/2025 |
16 | 7,000 | 6/17/2025 |
17 | 7,000 | 6/18/2025 |
18 | 7,000 | 6/20/2025 |
19 | 7,000 | 6/23/2025 |
20 | 7,000 | 6/24/2025 |
21 | 7,000 | 6/25/2025 |
22 | 7,000 | 6/26/2025 |
23 | 7,000 | 6/27/2025 |
24 | 7,000 | 6/30/2025 |
25 | 7,000 | 7/1/2025 |
26 | 7,000 | 7/2/2025 |
27 | 7,000 | 7/7/2025 |
28 | 7,000 | 7/8/2025 |
29 | 7,000 | 7/9/2025 |
30 | 7,000 | 7/10/2025 |
31 | 7,000 | 7/11/2025 |
32 | 7,000 | 7/14/2025 |
33 | 7,000 | 7/15/2025 |
34 | 7,000 | 7/16/2025 |
35 | 7,000 | 7/17/2025 |
36 | 7,000 | 7/18/2025 |
37 | 7,000 | 7/21/2025 |
38 | 7,000 | 7/22/2025 |
39 | 7,000 | 7/23/2025 |
40 | 7,000 | 7/24/2025 |
41 | 7,000 | 7/25/2025 |
42 | 7,000 | 7/28/2025 |
43 | 7,000 | 7/29/2025 |
44 | 7,000 | 7/30/2025 |
45 | 7,000 | 7/31/2025 |
46 | 7,000 | 8/1/2025 |
47 | 7,000 | 8/4/2025 |
48 | 7,000 | 8/5/2025 |
49 | 7,000 | 8/6/2025 |
50 | 7,000 | 8/7/2025 |
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 represents, warrants and covenants to Dealer that it is entering into this Second Amended and Restated Supplemental Confirmation in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws.
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, | ||
CITIBANK, N.A. | ||
By: | /s/ Eric Natelson | |
Authorized Representative | ||
Eric Natelson | ||
Authorized Signatory |
Confirmed as of the date first above written: | ||
QH HUNGARY HOLDINGS LIMITED | ||
By: | /s/ Balazs Horvath | |
Name: Balazs Horvath | ||
Title: Director | ||
QH HUNGARY HOLDINGS LIMITED | ||
By: | /s/ Judit Rozsa | |
Name: Judit Rozsa | ||
Title: Director |
[Signature Page to Second A&R Supplemental Confirmation No. 1 (Citi)]