UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
Quaker
Chemical Corporation |
(Name of Issuer)
Common Stock, par value $1.00 |
(Title of Class of Securities)
747316107 |
(CUSIP Number)
Gulf Hungary Holding Korlátolt Felelősségű
Társaság
and
QH Hungary Holdings Limited
BAH Center
2 Furj Street
1124 Budapest, Hungary
Attention: Judit Rozsa
Telephone: +36-20/940-2900
with a copy to:
Reb D. Wheeler, Esq.
Mayer Brown LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 506-2414 |
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
May 22, 2024 |
(Date of Event which Requires Filing
of this Statement) |
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall
be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 747316107 |
1. |
Name of Reporting Person
Gulf Hungary Holding Korlátolt Felelősségű
Társaság |
2. |
Check the Appropriate Box if a Member of a Group
(See Instructions) |
|
(a) |
¨ |
|
(b) |
¨ |
3. |
SEC Use Only: |
4. |
Source of Funds
(See Instructions): OO |
5. |
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ¨ |
6. |
Citizenship or
Place of Organization: Hungary |
Number
of
Shares
Beneficially
Owned by
Each
Reporting Person
With |
7. |
Sole Voting Power:
5,017(1) |
8. |
Shared Voting Power: 4,010,112(2) |
9. |
Sole Dispositive Power: 5,017(1) |
10. |
Shared Dispositive Power:
4,010,112(2) |
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person: 4,015,129(1)(2) |
12. |
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares: ¨
(See Instructions) |
13. |
Percent of Class
Represented by Amount in Row (11): 22.3%(3) |
14. |
Type of Reporting
Person (See Instructions): OO |
(1) Consists of 5,017 shares of Common Stock of
the Issuer (“Shares”) beneficially owned by Gulf Hungary Holding Korlátolt Felelősségű
Társaság (a “Reporting Person” or “Gulf Hungary”), which are held in the name of Citibank
N.A. pursuant to an Escrow Agreement (as defined in the Original Schedule 13D, as defined below) in order to secure the Reporting Person’s
indemnification obligations under the Share Purchase Agreement (as defined in the Original Schedule 13D).
(2) Consists of 4,010,112 Shares owned directly
by Gulf Hungary’s wholly-owned subsidiary QH Hungary Holdings Limited (also a “Reporting Person” or “QH
Hungary”), of which:
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2,623,167
Shares are pledged to and registered in the name of Citigroup Global Markets Inc., as custodian for the benefit of QH Hungary (in such
capacity, the “Margin Loan Custodian”) pursuant to a Pledge and Security Agreement (as defined in the Original Schedule
13D) to secure QH Hungary's obligations under a Margin Loan (as defined in the Original Schedule 13D); |
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1,020,874
Shares are pledged to Citibank N.A. (“Citibank”) and held at Citigroup Global Markets Inc. (the “Citi PVF Custodian”)
pursuant to the Pledge and Security Agreement, dated as of May 19, 2020, between QH Hungary and Citibank, as secured party (the “Citi
PVF Security Agreement”) to secure QH Hungary's obligations under a Master Terms and Conditions for Prepaid Variable Share
Forward Transactions, dated May 19, 2020 (the “Citi Master Confirmation”), between QH Hungary and Citibank, as amended
and supplemented by (i) Supplemental Confirmation, dated May 19, 2020 and amended and restated on November 24, 2021 and November 22,
2023 (the “First Citi Supplemental Confirmation”), (ii) Supplemental Confirmation No. 2, dated May 26, 2020 and amended
and restated on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023 and May 22, 2024 (the “Second Citi Supplemental
Confirmation”), (iii) Supplemental Confirmation No. 3, dated August 27, 2020 and amended and restated on August 10, 2022 and
May 22, 2024 (the “Third Citi Supplemental Confirmation”), (iv) Supplemental Confirmation No. 4, dated March 9, 2021
and amended and restated on November 24, 2021 and March 6, 2023 (the “Fourth Citi Supplemental Confirmation”), (v)
Supplemental Confirmation No. 5, dated March 9, 2021 and amended and restated on August 10, 2022 and May 22, 2024 (the “Fifth
Citi Supplemental Confirmation”), (vi) Supplemental Confirmation No. 6 originally entered into with JPMorgan Chase Bank, National
Association (“JPMorgan”), dated August 27, 2020 and amended and restated and novated to Citibank on August 10, 2022
and as further amended on May 22, 2024 (the “Sixth Citi Supplemental Confirmation”), (vii) Supplemental Confirmation
No. 7 originally entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated to Citibank on August 10, 2022
and as further amended on May 22, 204 (the “Seventh Citi Supplemental Confirmation”), and (viii) Supplemental Confirmation
No. 8, dated May 22, 2024 (the “Eighth Citi Supplemental Confirmation”), as further described in Item 6 below. |
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366,071 Shares are pledged to Royal Bank of Canada (“RBC”) and
held at RBC Capital Markets LLC (the “RBC PVF Custodian”) pursuant to the Pledge and Security Agreement, dated as
of May 26, 2020, between QH Hungary and RBC, as secured party (the “RBC PVF Security Agreement”) to secure QH Hungary's
obligations under a Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated May 26, 2020 (the “RBC
Master Confirmation”), between QH Hungary and RBC, as amended and supplemented by (i) Supplemental Confirmation, dated May
26, 2020 and amended and restated on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023 and May 22, 2024 (the “First
RBC Supplemental Confirmation”), (ii) Supplemental Confirmation No. 2, dated March 9, 2021 and amended and restated on November
24, 2021 and March 6, 2023 (the “Second RBC Supplemental Confirmation”), (iii) Supplemental Confirmation No. 3, dated
March 9, 2021 and amended and restated on August 10, 2022 and May 22, 2024 (the “Third RBC Supplemental Confirmation”),
(iv) Supplemental Confirmation No. 4 originally entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated
to RBC on November 24, 2021, and further amended and restated on March 6, 2023 (the “Fourth RBC Supplemental Confirmation”),
and (iv) Supplemental Confirmation No. 5, dated May 22, 2024 (the “Fifth RBC Supplemental Confirmation”), as further
described in Item 6 below. |
(3) Based upon 17,989,892 shares of Common Stock outstanding as
of April 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, as
filed with the Securities and Exchange Commission on May 2, 2024.
CUSIP No. 747316107 |
1. |
Name of Reporting Person
QH Hungary Holdings Limited |
2. |
Check the Appropriate Box if a Member of a Group
(See Instructions) |
|
(a) |
¨ |
|
(b) |
¨ |
3. |
SEC Use Only: |
4. |
Source of Funds
(See Instructions): OO |
5. |
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ¨ |
6. |
Citizenship or
Place of Organization: Hungary |
Number
of
Shares
Beneficially by
Owned by
Each
Reporting Person
With |
7. |
Sole Voting Power:
0 |
8. |
Shared Voting Power: 4,010,112(1) |
9. |
Sole Dispositive Power: 0 |
10. |
Shared Dispositive Power:
4,010,112(1) |
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person: 4,010,112(1) |
12. |
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares: ¨
(See Instructions) |
13. |
Percent of Class
Represented by Amount in Row (11): 22.3%(2) |
14. |
Type of Reporting
Person (See Instructions): OO |
(1) Consists of 4,010,112 Shares beneficially owned by QH Hungary, of which:
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· |
2,623,167 Shares are pledged to and registered in
the name of the Margin Loan Custodian pursuant to a Pledge and Security Agreement to secure QH Hungary's obligations under a Margin Loan; |
|
· |
1,020,874
Shares are pledged to Citibank N.A. (“Citibank”) and held at Citigroup Global Markets Inc. (the “Citi PVF Custodian”)
pursuant to the Pledge and Security Agreement, dated as of May 19, 2020, between QH Hungary and Citibank, as secured party (the “Citi
PVF Security Agreement”) to secure QH Hungary's obligations under a Master Terms and Conditions for Prepaid Variable Share
Forward Transactions, dated May 19, 2020 (the “Citi Master Confirmation”), between QH Hungary and Citibank, as amended
and supplemented by (i) Supplemental Confirmation, dated May 19, 2020 and amended and restated on November 24, 2021 and November 22,
2023 (the “First Citi Supplemental Confirmation”), (ii) Supplemental Confirmation No. 2, dated May 26, 2020 and amended
and restated on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023 and May 22, 2024 (the “Second Citi Supplemental
Confirmation”), (iii) Supplemental Confirmation No. 3, dated August 27, 2020 and amended and restated on August 10, 2022 and
May 22, 2024 (the “Third Citi Supplemental Confirmation”), (iv) Supplemental Confirmation No. 4, dated March 9, 2021
and amended and restated on November 24, 2021 and March 6, 2023 (the “Fourth Citi Supplemental Confirmation”), (v)
Supplemental Confirmation No. 5, dated March 9, 2021 and amended and restated on August 10, 2022 and May 22, 2024 (the “Fifth
Citi Supplemental Confirmation”), (vi) Supplemental Confirmation No. 6 originally entered into with JPMorgan Chase Bank, National
Association (“JPMorgan”), dated August 27, 2020 and amended and restated and novated to Citibank on August 10, 2022
and as further amended on May 22, 2024 (the “Sixth Citi Supplemental Confirmation”), (vii) Supplemental Confirmation
No. 7 originally entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated to Citibank on August 10, 2022
and as further amended on May 22, 204 (the “Seventh Citi Supplemental Confirmation”), and (viii) Supplemental Confirmation
No. 8, dated May 22, 2024 (the “Eighth Citi Supplemental Confirmation”), as further described in Item 6 below. |
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366,071 Shares are pledged to Royal Bank of Canada (“RBC”) and held at RBC Capital
Markets LLC (the “RBC PVF Custodian”) pursuant to the Pledge and Security Agreement, dated as of May 26, 2020, between
QH Hungary and RBC, as secured party (the “RBC PVF Security Agreement”) to secure QH Hungary's obligations under a
Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated May 26, 2020 (the “RBC Master Confirmation”),
between QH Hungary and RBC, as amended and supplemented by (i) Supplemental Confirmation, dated May 26, 2020 and amended and restated
on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023 and May 22, 2024 (the “First RBC Supplemental Confirmation”),
(ii) Supplemental Confirmation No. 2, dated March 9, 2021 and amended and restated on November 24, 2021 and March 6, 2023 (the “Second
RBC Supplemental Confirmation”), (iii) Supplemental Confirmation No. 3, dated March 9, 2021 and amended and restated on August
10, 2022 and May 22, 2024 (the “Third RBC Supplemental Confirmation”), (iv) Supplemental Confirmation No. 4 originally
entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated to RBC on November 24, 2021, and further amended
and restated on March 6, 2023 (the “Fourth RBC Supplemental Confirmation”), and (iv) Supplemental Confirmation No.
5, dated May 22, 2024 (the “Fifth RBC Supplemental Confirmation”), as further described in Item 6 below. |
(2) Based upon 17,989,892 shares of Common Stock
outstanding as of April 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2024, as filed with the Securities and Exchange Commission on May 2, 2024.
SCHEDULE 13D/A
Introductory Note
This Amendment No. 18 to Schedule
13D (this “Amendment No. 18”) amends and supplements the statement on Schedule 13D filed on August 9, 2019, as amended
by Amendment No. 1 filed on April 9, 2020, Amendment No. 2 filed on May 21, 2020, Amendment No. 3 filed on May 28, 2020, Amendment No.
4 filed on August 31, 2020, Amendment No. 5 filed on March 11, 2021, Amendment No. 6 filed on May 26, 2022, Amendment No. 7 filed on July
13, 2022, Amendment No. 8 filed on July 18, 2022, Amendment No. 9 filed on July 21, 2022, Amendment No. 10 filed on July 26, 2022, Amendment
No. 11 filed on July 29, 2022, Amendment No. 12 filed on August 3, 2022, Amendment No. 13 filed on August 8, 2022, Amendment No. 14 filed
on August 11, 2022, Amendment No. 15 filed on August 12, 2022 and Amendment No. 16 filed on March 8, 2023, and the Amendment No. 17 filed
on November 27, 2023 (together, the “Original Schedule 13D”) with the Securities and Exchange Commission (the “SEC”).
This Amendment No. 18 is being
filed in relation to the following transactions all of which occurred on May 22, 2024: (i) QH Hungary and Citibank amending and restating
the Second Citi Supplemental Confirmation, the Third Citi Supplemental Confirmation, the Fifth Citi Supplemental Confirmation, the Sixth
Citi Supplemental Confirmation and the Seventh Citi Supplemental Confirmation (collectively, the “May 2024 A&R Citi Supplemental
Confirmations”), (ii) QH Hungary and RBC amending and restating the First RBC Supplemental Confirmation and the Third RBC Supplemental
Confirmation (collectively, the “May 2024 RBC A&R Supplemental Confirmations” and, together with the May 2024 A&R
Citi Supplemental Confirmations, the “May 2024 A&R Supplemental Confirmations”), (iii) QH Hungary and Citibank
entering into of the Eighth Citi Supplemental Confirmation and (iv) QH Hungary and RBC entering into the Fifth RBC Supplemental Confirmation
(and together with the Eighth Citi Supplemental Confirmation, the “New Supplemental Confirmations”).
In exchange for entering into
the May 2024 A&R Citi Supplemental Confirmations, QH Hungary paid Citibank an aggregate of approximately $10.3 million. Pursuant to
the May 2024 Citi Supplemental Confirmations, QH Hungary has the option to settle its obligations at the end of the applicable contract
by delivering Shares to Citibank or the cash equivalent thereof, as described in more details in Item 6 below.
In exchange for entering into
the May 2024 A&R RBC Supplemental Confirmations, QH Hungary paid RBC an aggregate of approximately $1.1 million. Pursuant to the May
2024 A&R RBC Supplemental Confirmations, QH Hungary has the option to settle its obligations at the end of the applicable contract
by delivering Shares to RBC or the cash equivalent thereof, as described in more details in Item 6 below.
In exchange for entering into
the Eighth Citi Supplemental Confirmation, Citibank paid QH Hungary $39.5 million. Pursuant to the Eighth Citi Supplemental Confirmation,
QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to Citibank or the cash
equivalent thereof, as described in more details in Item 6 below.
In exchange for entering into
the Fifth RBC Supplemental Confirmation, RBC paid QH Hungary $26.3 million. Pursuant to the Fifth RBC Supplemental Confirmation, QH Hungary
has the option to settle its obligations at the end of the applicable contract by delivering Shares to RBC or the cash equivalent thereof,
as described in more details in Item 6 below.
After consummation of the
transaction described above, QH Hungary remained the direct beneficial owner, of a total of 4,010,112 Shares and Gulf Hungary remained
the indirect beneficial owner of the same 4,010,112 Shares. Gulf Hungary continues to be the direct beneficial owner of a separate 5,017
Shares. All 4,010,112 Shares directly owned by QH Hungary remain subject to the Shareholder Agreement (as defined in the Original Schedule
13D) to which QH Hungary also became a party by executing a joinder thereto.
This Amendment No. 18 is filed
jointly by the Reporting Persons. All disclosure for items contained in the Original Schedule 13D is incorporated herein by reference,
subject to being amended by the additional information provided for such item in this Amendment No. 18. Capitalized terms used and not
defined herein shall have the meanings given to such terms in the Original Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby
amended to add the following:
This Amendment No. 18 relates
to the May 2024 A&R Supplemental Confirmations and the New Supplemental Confirmations, the purpose of which is to facilitate the transactions
contemplated thereby. These transactions were designed for QH Hungary to extend the settlement date in the case of the May 2024 A&R
Supplemental Confirmation and, in the case of the New Supplemental Confirmations, raise financing while maintaining an opportunity to
share in the Issuer’s future growth. These transactions are described in further detail in Item 6 of this Amendment No. 18.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby
amended and restated as follows:
(a) – (b) The information
contained on the cover pages to this Amendment No. 18 is incorporated herein by reference. The Shares reported on this Amendment No. 17
are held by the Reporting Persons. QH Hungary is a wholly-owned subsidiary of Gulf Hungary, which is owned by Gulf Houghton, which is
a subsidiary of Gulf Oil International. Gulf Oil International is owned by Amas Holding SPF (“Amas Holding”), a private
wealth holding company, which in turn is beneficially owned by multiple members of the Hinduja family, with no single individual having
a beneficial interest in Amas Holding of 5% or more. Based upon 17,989,892 shares of Common Stock outstanding as of April 30, 2023, as
reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, as filed with the Securities
and Exchange Commission on May 2, 2024, the Shares owned by the Reporting Persons constitutes approximately 22.3% of the issued and outstanding
Common Stock of the Issuer.
Except for the Shares owned
by the Reporting Persons, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons listed
in Item 2(a)-(c) hereto beneficially owns any other securities of the Issuer.
(c) Except as described in
Item 3, Item 4 and Item 6, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person listed in Item 2(a)-(c),
have effected any transactions in the Common Stock during the past 60 days.
(d) Except as described in
Item 3, Item 4 and Item 6, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities covered by this Amendment No. 18.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 of the Original Schedule 13D is hereby
amended to add the following:
The information contained
in Item 3 and 4 of the Original Schedule 13D, as amended by this Amendment No. 17, is hereby incorporated by reference herein.
On May 22, 224, QH Hungary
entered into the May 2024 A&R Supplemental Confirmations and the New Supplemental Confirmations.
The May 2024 A&R Supplemental Confirmations
The Second Citi Supplemental
Confirmation covers a maximum aggregate amount of 105,002 Shares divided into two tranches, with tranche 1 (which was not amended on May
22, 2024) comprised of 50 components of 1,750 Shares each for a total 87,500 Shares, and tranche 2 comprised of 50 components (48 components
of 350 Shares each, and 2 components of 351 Shares each) for a total of 17,502 Shares. In exchange for amending and restating the Second
Citi Supplemental Confirmation, QH Hungary paid Citibank $729,309.
The Third Citi Supplemental
Confirmation covers a maximum aggregate amount of 60,000 Shares divided into 50 components of 1,200 Shares each. In exchange for amending
and restating the Third Citi Supplemental Confirmation, QH Hungary paid Citibank $2,500,204.
The Fifth Citi Supplemental
Confirmation covers a maximum aggregate amount of 19,732 Shares divided into 50 components (18 components of 394 Shares each and 32 components
of 395 Shares each). In exchange for amending and restating the Fifth Citi Supplemental Confirmation, QH Hungary paid Citibank $822,233.
The Sixth Citi Supplemental Confirmation covers
a maximum aggregate amount of 140,000 Shares divided into 50 components of 2,800 Shares each. In exchange for amending and restating the
Sixth Citi Supplemental Confirmation, QH Hungary paid Citibank $5,833,810.
The Seventh Citi Supplemental Confirmation covers
a maximum aggregate amount of 10,296 Shares divided into 50 components (4 components of 205 Shares each and 46 components of 206 Shares
each). In exchange for amending and restating the Seventh Citi Supplemental Confirmation, QH Hungary paid Citibank $429,035.
The First RBC Supplemental Confirmation covers
a maximum aggregate amount of 105,002 Shares divided into two tranches, with tranche 1 (which was not amended on May 22, 2024) comprised
of 50 components of 1,750 Shares each for a total of 87,500 Shares and tranche 2 comprised of 50 components (48 components of 350 Shares
each, and 2 components of 351 Shares each) for a total of 17,502 Shares. In exchange for amending and restating the First RBC Supplemental
Confirmation, QH Hungary paid RBC $729,310.
The Third RBC Supplemental Confirmation covers
a maximum aggregate amount of 8,580 Shares divided into 50 components (20 components of 171 Shares each and 30 components of 172 Shares
each). In exchange for amending and restating the First RBC Supplemental Confirmation, QH Hungary paid RBC $357,529.
With respect to each of the May 2024 A&R Supplemental
Confirmations (and with respect to the Second Citi Supplemental Confirmation, tranche 2 only), for each component, QH Hungary is obligated
to deliver on the settlement date for such component determined based on the specified scheduled valuation date within the period from
May 27, 2026 to August 6, 2026 either, at QH Hungary's option, (i) up to the maximum number of Shares of such component (such maximum
number of Shares with respect to each component (the "Subject Number") based on the average market price of the Shares determined
as described in the next paragraph or (ii) an amount of cash equivalent to the value of the Shares to be delivered in the preceding clause
(i).
The number of Shares (or, at QH Hungary's option,
the cash equivalent) to be delivered to the applicable bank on each settlement date of a component under the respective May 2024 A&R
Supplemental Confirmation is to be determined as follows: (a) if the volume-weighted average price per Share on the relevant valuation
date, as reasonably determined by the applicable bank in accordance with the applicable VPF (the "Settlement Price")
is equal to or less than $186.3683 per Share (for purposes of this paragraph only, the "Forward Floor Price"), QH Hungary
will deliver to the applicable bank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $292.5982
per Share (for purposes of this paragraph only, the "Forward Cap Price"), QH Hungary will deliver to the applicable bank
a number of Shares equal to the Subject Number multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator
of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, QH Hungary will deliver to the
applicable bank a number of Shares equal to the product of (i) the Subject Number and (ii) a fraction (A) the numerator of which is the
sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement
Price.
The New Supplemental Confirmations
The Eighth Citi Supplemental Confirmation covers
a maximum aggregate amount of 237,200 Shares divided into 50 components of 4,744 Shares each. In exchange for entering into Eighth Citi
Supplemental Confirmation, Citibank paid QH Hungary $39,500,675.
The Fifth RBC Supplemental Confirmation covers
a maximum aggregate amount of 158,133 Shares divided into 50 components (17 components of 3,162 Shares each and 33 components of 3,163
Shares each). In exchange for amending and restating the Fifth RBC Supplemental Confirmation, Citibank paid QH Hungary $26,333,784.
With respect to each of the New Supplemental Confirmations,
for each component thereof, QH Hungary is obligated to deliver on the settlement date for such component determined based on the specified
scheduled valuation date within the period from November 28, 2025 to February 10, 2026 either, at QH Hungary's option, (i) a number Shares
up to Subject Number based on the average market price of the Shares determined as described in the next paragraph or (ii) an amount of
cash equivalent to the value of the Shares to be delivered in the preceding clause (i).
The number of Shares (or, at QH Hungary's option,
the cash equivalent) to be delivered to the applicable bank on each settlement date of a component under the respective New Supplemental
Confirmation is to be determined as follows: (a) if Settlement Price is equal to or less than $186.3683 per Share (for purposes of this
paragraph only, the "Forward Floor Price"), QH Hungary will deliver to the applicable bank the Subject Number of Shares;
(b) if the Settlement Price is between the Forward Floor Price and $205.0051 per Share (for purposes of this paragraph only, the "Forward
Cap Price"), QH Hungary will deliver to the applicable bank a number of Shares equal to the Subject Number multiplied by a fraction,
the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price
is greater than the Forward Cap Price, QH Hungary will deliver to the applicable bank a number of Shares equal to the product of (i) the
Subject Number and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus
the Forward Cap Price, and (B) the denominator of which is the Settlement Price.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 |
Fifth Amended and Restated Supplemental Confirmation No. 2, dated May 22, 2024, by and among QH Hungary Holdings Limited and Citibank, N.A. |
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Exhibit 99.2 |
Second Amended and Restated Supplemental Confirmation No. 3, dated May 22, 2024, by and among QH Hungary Holdings Limited and Citibank, N.A. |
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Exhibit 99.3 |
Second Amended and Restated Supplemental Confirmation No. 5, dated May 22, 2024, by and among QH Hungary Holdings Limited and Citibank, N.A. |
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Exhibit 99.4 |
Second Amended and Restated Supplemental Confirmation No. 6, dated May 22, 2024, by and among QH Hungary Holdings Limited and Citibank, N.A. |
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Exhibit 99.5 |
Second Amended and Restated Supplemental Confirmation No. 7, dated May 22, 2024, by and among QH Hungary Holdings Limited and Citibank, N.A. |
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Exhibit 99.6 |
Fifth Amended and Restated Supplemental Confirmation No. 1, dated May 22, 2024, by and among QH Hungary Holdings Limited and Royal Bank of Canada. |
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Exhibit 99.7 |
Second Amended and Restated Supplemental Confirmation No. 3, dated May 22, 2024, by and among QH Hungary Holdings Limited and Royal Bank of Canada. |
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Exhibit 99.8 |
Supplemental Confirmation No. 8, dated May 22, 2024, by and among QH Hungary Holdings Limited and Citibank, N.A. |
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Exhibit 99.9 |
Supplemental Confirmation No. 5, dated May 22, 2024, by and among QH Hungary Holdings Limited and Royal Bank of Canada. |
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated May 24, 2024
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GULF HUNGARY HOLDING KORLÁTOLT FELELŐSSÉGŰ
TÁRSASÁG |
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By: |
/s/ Judit Rozsa |
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Name: Judit Rozsa |
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Title: Managing Director |
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By: |
/s/ Michael Kelleher |
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Name: Michael Kelleher |
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Title: Managing Director |
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QH HUNGARY HOLDINGS LIMITED |
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By: |
/s/ Judit Rozsa |
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Name: Judit Rozsa |
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|
Title: Managing Director |
|
|
|
|
By: |
/s/ Michael Kelleher |
|
|
Name: Michael Kelleher |
|
|
Title: Managing Director |
Exhibit 99.1
Execution Version
FIFTH AMENDED
AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 2
| 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
| Reference Number: | To be advised. |
The purpose of this Fifth
Amended and Restated Supplemental Confirmation, dated May 22, 2024, between Citibank, N.A. (“Dealer”) and QH Hungary
Holdings Limited (“Counterparty”) (this “Fifth Amended and Restated Supplemental Confirmation”)
is to amend and restate the terms and conditions of the Transaction (i) originally entered into between Dealer and Counterparty on May
26, 2020, evidenced by the Supplemental Confirmation, dated May 26, 2020, (ii) subsequently amended and restated in its entirety by the
Amended and Restated Supplemental Confirmation, dated March 9, 2021, entered into between Dealer and Counterparty, (iii) further amended
and restated in its entirety by the Second Amended and Restated Supplemental Confirmation, dated November 24, 2021, entered into between
Dealer and Counterparty, (iv) further amended and restated in its entirety by the Third Amended and Restated Supplemental Confirmation,
dated August 10, 2022, entered into between Dealer and Counterparty, and (v) further amended and restated in its entirety by the Fourth
Amended and Restated Supplemental Confirmation, dated March 6, 2023, entered into between Dealer and Counterparty, 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 Fifth Amendment and Restatement Date were the Trade Date, the
date the parties entered into a Transaction and the date of the Master Confirmation). This Fifth 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
Fifth 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 Fifth 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 Fifth Amended and Restated Supplemental Confirmation relates are as follows:
Trade Date: |
May 26, 2020 |
Fifth Amendment and Restatement Date: |
May 22, 2024 |
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. |
Fifth Amendment Payment Amount: |
USD 729,309.61. Counterparty agrees to pay Dealer the Fifth Amendment Payment Amount on the Fifth Amendment Payment Date. |
Fifth Amendment Payment Date: |
The first Currency Business Day following the Fifth Amendment and Restatement Date. |
Tranche 1 Initial Share Price: |
USD 199.7500 |
Fifth Amendment Reference Price: |
USD 186.3683 |
Tranche 1 Forward Floor Price: |
USD 199.7500 |
Tranche 2 Forward Floor Price: |
USD 186.3683 |
Tranche 1 Forward Cap Price: |
USD 219.7250 |
Tranche 2 Forward Cap Price: |
USD 292.5982 |
Tranche 1 Final Disruption Date: |
February 21, 2025 |
Tranche 2 Final Disruption Date: |
August 18, 2026 |
Tranche 1 Contractual Dividend: |
USD 0.435 per quarter |
Tranche 2 Contractual Dividend: |
USD 0.455 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 |
5/27/2026 |
2 |
350 |
5/28/2026 |
3 |
350 |
5/29/2026 |
4 |
350 |
6/1/2026 |
5 |
350 |
6/2/2026 |
6 |
350 |
6/3/2026 |
7 |
350 |
6/4/2026 |
8 |
350 |
6/5/2026 |
9 |
350 |
6/8/2026 |
10 |
350 |
6/9/2026 |
11 |
350 |
6/10/2026 |
12 |
350 |
6/11/2026 |
13 |
350 |
6/12/2026 |
14 |
350 |
6/15/2026 |
15 |
350 |
6/16/2026 |
16 |
350 |
6/17/2026 |
17 |
350 |
6/18/2026 |
18 |
350 |
6/22/2026 |
19 |
350 |
6/23/2026 |
20 |
350 |
6/24/2026 |
21 |
350 |
6/25/2026 |
22 |
350 |
6/26/2026 |
23 |
350 |
6/29/2026 |
24 |
350 |
6/30/2026 |
25 |
350 |
7/1/2026 |
26 |
350 |
7/2/2026 |
27 |
350 |
7/6/2026 |
28 |
350 |
7/7/2026 |
29 |
350 |
7/8/2026 |
30 |
350 |
7/9/2026 |
31 |
350 |
7/10/2026 |
32 |
350 |
7/13/2026 |
33 |
350 |
7/14/2026 |
34 |
350 |
7/15/2026 |
35 |
350 |
7/16/2026 |
36 |
350 |
7/17/2026 |
37 |
350 |
7/20/2026 |
38 |
350 |
7/21/2026 |
39 |
350 |
7/22/2026 |
40 |
350 |
7/23/2026 |
41 |
350 |
7/24/2026 |
42 |
350 |
7/27/2026 |
43 |
350 |
7/28/2026 |
44 |
350 |
7/29/2026 |
45 |
350 |
7/30/2026 |
46 |
350 |
7/31/2026 |
47 |
350 |
8/3/2026 |
48 |
350 |
8/4/2026 |
49 |
351 |
8/5/2026 |
50 |
351 |
8/6/2026 |
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 Fifth
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 Fifth Amended and Restated Supplemental Confirmation relates by manually signing this Fifth
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/ Michael Kelleher |
|
|
Name: Michael Kelleher |
|
|
Title: Managing Director |
|
[Signature Page to 5th A&R Supplemental
Confirmation No. 2 (Citi)]
Exhibit 99.2
Execution Version
SECOND AMENDED
AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 3
Date: | May 22, 2024 |
| |
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, dated May 22, 2024, between Citibank, N.A. (“Dealer”) and QH Hungary
Holdings Limited (“Counterparty”) (this “Second Amended and Restated Supplemental Confirmation”)
is to amend and restate the terms and conditions of the Transaction (i) originally entered into between Dealer and Counterparty on August
27, 2020, evidenced by the Supplemental Confirmation, dated August 27, 2020, and (ii) subsequently amended and restated in its entirety
by the Amended and Restated Supplemental Confirmation, dated August 10, 2022, entered into between Dealer and Counterparty, 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 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: |
August 27, 2020 |
|
|
Second Amendment and Restatement Date: |
May 22, 2024 |
|
|
Prepayment Amount: |
USD 9,481,130 |
|
|
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. |
|
|
Second Amendment Payment Amount: |
USD 2,500,204.34. Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date. |
Second Amendment Payment Date: |
The first Currency Business Day following the Second Amendment and Restatement Date. |
|
|
Second Amendment Reference Price: |
USD 186.3683 |
|
|
Forward Floor Price: |
USD 186.3683 |
|
|
Forward Cap Price: |
USD 292.5982 |
|
|
Final Disruption Date: |
August 18, 2026 |
|
|
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 |
1,200 |
5/27/2026 |
2 |
1,200 |
5/28/2026 |
3 |
1,200 |
5/29/2026 |
4 |
1,200 |
6/1/2026 |
5 |
1,200 |
6/2/2026 |
6 |
1,200 |
6/3/2026 |
7 |
1,200 |
6/4/2026 |
8 |
1,200 |
6/5/2026 |
9 |
1,200 |
6/8/2026 |
10 |
1,200 |
6/9/2026 |
11 |
1,200 |
6/10/2026 |
12 |
1,200 |
6/11/2026 |
13 |
1,200 |
6/12/2026 |
14 |
1,200 |
6/15/2026 |
15 |
1,200 |
6/16/2026 |
16 |
1,200 |
6/17/2026 |
17 |
1,200 |
6/18/2026 |
18 |
1,200 |
6/22/2026 |
19 |
1,200 |
6/23/2026 |
20 |
1,200 |
6/24/2026 |
21 |
1,200 |
6/25/2026 |
22 |
1,200 |
6/26/2026 |
23 |
1,200 |
6/29/2026 |
24 |
1,200 |
6/30/2026 |
25 |
1,200 |
7/1/2026 |
26 |
1,200 |
7/2/2026 |
27 |
1,200 |
7/6/2026 |
28 |
1,200 |
7/7/2026 |
29 |
1,200 |
7/8/2026 |
30 |
1,200 |
7/9/2026 |
31 |
1,200 |
7/10/2026 |
32 |
1,200 |
7/13/2026 |
33 |
1,200 |
7/14/2026 |
34 |
1,200 |
7/15/2026 |
35 |
1,200 |
7/16/2026 |
36 |
1,200 |
7/17/2026 |
37 |
1,200 |
7/20/2026 |
38 |
1,200 |
7/21/2026 |
39 |
1,200 |
7/22/2026 |
40 |
1,200 |
7/23/2026 |
41 |
1,200 |
7/24/2026 |
42 |
1,200 |
7/27/2026 |
43 |
1,200 |
7/28/2026 |
44 |
1,200 |
7/29/2026 |
45 |
1,200 |
7/30/2026 |
46 |
1,200 |
7/31/2026 |
47 |
1,200 |
8/3/2026 |
48 |
1,200 |
8/4/2026 |
49 |
1,200 |
8/5/2026 |
50 |
1,200 |
8/6/2026 |
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, |
| | |
| CITIBANK, N.A. |
| | |
| By: | /s/ Eric Natelson |
| | Authorized Representative |
Confirmed as of the date first above written: |
| | |
QH HUNGARY HOLDINGS LIMITED |
| | |
By: | /s/ Michael Kelletter | |
| Name: Michael Kelletter | |
| Title: Managing Director | |
[Signature Page to 2nd A&R Supplemental Confirmation No. 3 (Citi)]
Exhibit 99.3
Execution Version
SECOND AMENDED
AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 5
Date: |
May 22, 2024 |
|
|
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, dated May 22, 2024, between Citibank, N.A. (“Dealer”) and QH Hungary
Holdings Limited (“Counterparty”) (this “Second Amended and Restated Supplemental Confirmation”)
is to amend and restate the terms and conditions of the Transaction (i) originally entered into between Dealer and Counterparty on March
9, 2021, evidenced by the Supplemental Confirmation, dated March 9, 2021, and (ii) subsequently amended and restated in its entirety by
the Amended and Restated Supplemental Confirmation, dated August 10, 2022, entered into between Dealer and Counterparty, 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 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: |
March 9, 2021 |
|
|
Second Amendment and Restatement Date |
May 22, 2024 |
|
|
Prepayment Amount: |
USD 20,861,652 |
|
|
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. |
|
|
Second Amendment Payment Amount: |
USD 822,233.87. Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date. |
Second Amendment Payment Date: |
The first Currency Business Day following the Second Amendment and Restatement Date. |
|
|
Second Amendment Reference Price: |
USD 186.3683 |
|
|
Forward Floor Price: |
USD 186.3683 |
|
|
Forward Cap Price: |
USD 292.5982 |
|
|
Final Disruption Date: |
August 18, 2026 |
|
|
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 |
394 |
5/27/2026 |
2 |
394 |
5/28/2026 |
3 |
394 |
5/29/2026 |
4 |
394 |
6/1/2026 |
5 |
394 |
6/2/2026 |
6 |
394 |
6/3/2026 |
7 |
394 |
6/4/2026 |
8 |
394 |
6/5/2026 |
9 |
394 |
6/8/2026 |
10 |
394 |
6/9/2026 |
11 |
394 |
6/10/2026 |
12 |
394 |
6/11/2026 |
13 |
394 |
6/12/2026 |
14 |
394 |
6/15/2026 |
15 |
394 |
6/16/2026 |
16 |
394 |
6/17/2026 |
17 |
394 |
6/18/2026 |
18 |
394 |
6/22/2026 |
19 |
395 |
6/23/2026 |
20 |
395 |
6/24/2026 |
21 |
395 |
6/25/2026 |
22 |
395 |
6/26/2026 |
23 |
395 |
6/29/2026 |
24 |
395 |
6/30/2026 |
25 |
395 |
7/1/2026 |
26 |
395 |
7/2/2026 |
27 |
395 |
7/6/2026 |
28 |
395 |
7/7/2026 |
29 |
395 |
7/8/2026 |
30 |
395 |
7/9/2026 |
31 |
395 |
7/10/2026 |
32 |
395 |
7/13/2026 |
33 |
395 |
7/14/2026 |
34 |
395 |
7/15/2026 |
35 |
395 |
7/16/2026 |
36 |
395 |
7/17/2026 |
37 |
395 |
7/20/2026 |
38 |
395 |
7/21/2026 |
39 |
395 |
7/22/2026 |
40 |
395 |
7/23/2026 |
41 |
395 |
7/24/2026 |
42 |
395 |
7/27/2026 |
43 |
395 |
7/28/2026 |
44 |
395 |
7/29/2026 |
45 |
395 |
7/30/2026 |
46 |
395 |
7/31/2026 |
47 |
395 |
8/3/2026 |
48 |
395 |
8/4/2026 |
49 |
395 |
8/5/2026 |
50 |
395 |
8/6/2026 |
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, |
|
|
|
CITIBANK, N.A. |
|
|
|
By: |
/s/ Eric Natelson |
|
|
Authorized Representative |
Confirmed as of the date first above written:
QH
HUNGARY HOLDINGS LIMITED
By: |
/s/ Michael Kelleher |
|
|
Name: |
Michael Kelleher |
|
|
Title: |
Managing Director |
|
[Signature Page to 2nd A&R Supplemental
Confirmation No. 5 (Citi)]
Exhibit 99.4
Execution Version
SECOND AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION
NO. 6
Date: |
May 22, 2024 |
|
|
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. |
Reference Number: To
be advised.
The purpose of this Second
Amended and Restated Supplemental Confirmation, dated May 22, 2024, between Citibank, N.A. (“Dealer”) and QH
Hungary Holdings Limited (“Counterparty”) (this “Second Amended and Restated Supplemental Confirmation”)
is to amend and restate the terms and conditions of the Transaction (i) originally entered into between JPMorgan Chase Bank, National
Association (“JPM”) and Counterparty on August 27, 2020, evidenced by the Supplemental Confirmation, dated August 27,
2020, (ii) subsequently novated to pursuant to the novation agreement, dated August 10, 2022, entered into between JPM, Dealer
and Counterparty, and (iii) further amended and restated in its entirety by the Amended and Restated Supplemental Confirmation,
dated August 10, 2022, entered into between Dealer and Counterparty, 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 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: |
August 27, 2020 |
Second Amendment and Restatement Date: |
May 22, 2024 |
Prepayment Amount: |
USD 22,122,636.00 |
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. |
Second Amendment Payment Amount: |
USD 5,833,810.12. Counterparty agrees to pay Dealer the
Second Amendment Payment Amount on the Second Amendment Payment Date. |
Second Amendment Payment Date: |
The first Currency Business Day following the Second Amendment
and Restatement Date. |
Second Amendment Reference Price: |
USD 186.3683 |
Forward Floor Price: |
USD 186.3683 |
Forward Cap Price: |
USD 292.5982 |
Final Disruption Date: |
August 18, 2026 |
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 | |
2,800 | |
5/27/2026 |
2 | |
2,800 | |
5/28/2026 |
3 | |
2,800 | |
5/29/2026 |
4 | |
2,800 | |
6/1/2026 |
5 | |
2,800 | |
6/2/2026 |
6 | |
2,800 | |
6/3/2026 |
7 | |
2,800 | |
6/4/2026 |
8 | |
2,800 | |
6/5/2026 |
9 | |
2,800 | |
6/8/2026 |
10 | |
2,800 | |
6/9/2026 |
11 | |
2,800 | |
6/10/2026 |
12 | |
2,800 | |
6/11/2026 |
13 | |
2,800 | |
6/12/2026 |
14 | |
2,800 | |
6/15/2026 |
15 | |
2,800 | |
6/16/2026 |
16 | |
2,800 | |
6/17/2026 |
17 | |
2,800 | |
6/18/2026 |
18 | |
2,800 | |
6/22/2026 |
19 | |
2,800 | |
6/23/2026 |
20 | |
2,800 | |
6/24/2026 |
21 | |
2,800 | |
6/25/2026 |
22 | |
2,800 | |
6/26/2026 |
23 | |
2,800 | |
6/29/2026 |
24 | |
2,800 | |
6/30/2026 |
25 | |
2,800 | |
7/1/2026 |
26 | |
2,800 | |
7/2/2026 |
27 | |
2,800 | |
7/6/2026 |
28 | |
2,800 | |
7/7/2026 |
29 | |
2,800 | |
7/8/2026 |
30 | |
2,800 | |
7/9/2026 |
31 | |
2,800 | |
7/10/2026 |
32 | |
2,800 | |
7/13/2026 |
33 | |
2,800 | |
7/14/2026 |
34 | |
2,800 | |
7/15/2026 |
35 | |
2,800 | |
7/16/2026 |
36 | |
2,800 | |
7/17/2026 |
37 | |
2,800 | |
7/20/2026 |
38 | |
2,800 | |
7/21/2026 |
39 | |
2,800 | |
7/22/2026 |
40 | |
2,800 | |
7/23/2026 |
41 | |
2,800 | |
7/24/2026 |
42 | |
2,800 | |
7/27/2026 |
43 | |
2,800 | |
7/28/2026 |
44 | |
2,800 | |
7/29/2026 |
45 | |
2,800 | |
7/30/2026 |
46 | |
2,800 | |
7/31/2026 |
47 | |
2,800 | |
8/3/2026 |
48 | |
2,800 | |
8/4/2026 |
49 | |
2,800 | |
8/5/2026 |
50 | |
2,800 | |
8/6/2026 |
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 |
Confirmed as of the date first above written:
QH
HUNGARY HOLDINGS LIMITED
By: |
/s/ Michael Kelleher |
|
|
Name: |
Michael Kelleher |
|
|
Title: |
Managing Director |
|
[Signature Page to 2nd A&R Supplemental
Confirmation No. 6 (Citi)]
Exhibit 99.5
Execution Version
SECOND AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION
NO. 7
Date: |
May 22, 2024 |
|
|
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. |
Reference Number: To be advised.
The purpose of this Second
Amended and Restated Supplemental Confirmation, dated May 22, 2024, between Citibank, N.A. (“Dealer”) and QH Hungary
Holdings Limited (“Counterparty”) (this “Second Amended and Restated Supplemental Confirmation”)
is to amend and restate the terms and conditions of the Transaction (i) originally entered into between JPMorgan Chase Bank, National
Association (“JPM”) and Counterparty on March 9, 2021, evidenced by the Supplemental Confirmation, dated March 9, 2021,
(ii) subsequently novated to pursuant to the novation agreement, dated August 10, 2022, entered into between JPM, Dealer and Counterparty,
and (iii) further amended and restated in its entirety by the Amended and Restated Supplemental Confirmation, dated August 10, 2022, entered
into between Dealer and Counterparty, 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 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: |
March 9, 2021 |
|
|
Second Amendment and Restatement Date: |
May 22, 2024 |
|
|
Prepayment Amount: |
USD 10,884,459 |
|
|
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. |
|
|
Second Amendment Payment Amount: |
USD 429,035.06. Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date. |
Second Amendment Payment Date: |
The first Currency Business Day following the Second Amendment and Restatement Date. |
|
|
Second Amendment Reference Price: |
USD 186.3683 |
|
|
Forward Floor Price: |
USD 186.3683 |
|
|
Forward Cap Price: |
USD 292.5982 |
|
|
Final Disruption Date: |
August 18, 2026 |
|
|
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 |
205 |
5/27/2026 |
2 |
205 |
5/28/2026 |
3 |
205 |
5/29/2026 |
4 |
205 |
6/1/2026 |
5 |
206 |
6/2/2026 |
6 |
206 |
6/3/2026 |
7 |
206 |
6/4/2026 |
8 |
206 |
6/5/2026 |
9 |
206 |
6/8/2026 |
10 |
206 |
6/9/2026 |
11 |
206 |
6/10/2026 |
12 |
206 |
6/11/2026 |
13 |
206 |
6/12/2026 |
14 |
206 |
6/15/2026 |
15 |
206 |
6/16/2026 |
16 |
206 |
6/17/2026 |
17 |
206 |
6/18/2026 |
18 |
206 |
6/22/2026 |
19 |
206 |
6/23/2026 |
20 |
206 |
6/24/2026 |
21 |
206 |
6/25/2026 |
22 |
206 |
6/26/2026 |
23 |
206 |
6/29/2026 |
24 |
206 |
6/30/2026 |
25 |
206 |
7/1/2026 |
26 |
206 |
7/2/2026 |
27 |
206 |
7/6/2026 |
28 |
206 |
7/7/2026 |
29 |
206 |
7/8/2026 |
30 |
206 |
7/9/2026 |
31 |
206 |
7/10/2026 |
32 |
206 |
7/13/2026 |
33 |
206 |
7/14/2026 |
34 |
206 |
7/15/2026 |
35 |
206 |
7/16/2026 |
36 |
206 |
7/17/2026 |
37 |
206 |
7/20/2026 |
38 |
206 |
7/21/2026 |
39 |
206 |
7/22/2026 |
40 |
206 |
7/23/2026 |
41 |
206 |
7/24/2026 |
42 |
206 |
7/27/2026 |
43 |
206 |
7/28/2026 |
44 |
206 |
7/29/2026 |
45 |
206 |
7/30/2026 |
46 |
206 |
7/31/2026 |
47 |
206 |
8/3/2026 |
48 |
206 |
8/4/2026 |
49 |
206 |
8/5/2026 |
50 |
206 |
8/6/2026 |
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 |
Confirmed as of the date first above written: |
|
|
|
QH HUNGARY HOLDINGS LIMITED |
|
|
|
By: |
/s/ Michael Kelleher |
|
|
Name: |
Michael Kelleher |
|
|
Title: |
Managing Director |
|
[Signature Page to 2nd
A&R Supplemental Confirmation No. 7 (Citi)]
Exhibit 99.6
Execution Version
FIFTH AMENDED
AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 1
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 Fifth
Amended and Restated Supplemental Confirmation, dated May 22, 2024, between Royal Bank of Canada (“Dealer”) and QH
Hungary Holdings Limited (“Counterparty”) (this “Fifth Amended and Restated Supplemental Confirmation”)
is to amend and restate the terms and conditions of the Transaction (i) originally entered into between Dealer and Counterparty on May
26, 2020, evidenced by the Supplemental Confirmation, dated May 26, 2020, (ii) subsequently amended and restated in its entirety by the
Amended and Restated Supplemental Confirmation, dated March 9, 2021, entered into between Dealer and Counterparty, (iii) further amended
and restated in its entirety by the Second Amended and Restated Supplemental Confirmation, dated November 24, 2021, entered into between
Dealer and Counterparty, (iv) further amended and restated in its entirety by the Third Amended and Restated Supplemental Confirmation,
dated August 10, 2022, entered into between Dealer and Counterparty, and (v) further amended and restated in its entirety by the Fourth
Amended and Restated Supplemental Confirmation, dated March 6, 2023, entered into between Dealer and Counterparty, 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 Fifth Amendment and Restatement Date were the Trade Date, the
date the parties entered into a Transaction and the date of the Master Confirmation). This Fifth Amended and Restated Supplemental Confirmation
is a binding contract between Dealer and Counterparty as of the Fifth Amendment and Restatement Date for the Transaction referenced below.
1. This
Fifth 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 Fifth 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 Fifth Amended and Restated Supplemental Confirmation relates are as follows:
Trade Date: |
May 26, 2020 |
|
|
Fifth Amendment and Restatement Date: |
May 22, 2024 |
|
|
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. |
Fifth Amendment Payment Amount: |
USD 729,309.72. Counterparty agrees to pay Dealer the Fifth Amendment Payment Amount on the Fifth Amendment Payment Date. |
|
|
Fifth Amendment Payment Date: |
The first Currency Business Day following the Fifth Amendment and Restatement Date. |
|
|
Tranche 1 Initial Share Price: |
USD 199.7500 |
|
|
Fifth Amendment Reference Price: |
USD 186.3683 |
|
|
Tranche 1 Forward Floor Price: |
USD 199.7500 |
|
|
Tranche 2 Forward Floor Price: |
USD 186.3683 |
|
|
Tranche 1 Forward Cap Price: |
USD 219.7250 |
|
|
Tranche 2 Forward Cap Price: |
USD 292.5982 |
|
|
Tranche 1 Final Disruption Date: |
February 21, 2025 |
|
|
Tranche 2 Final Disruption Date: |
August 18, 2026 |
|
|
Tranche 1 Contractual Dividend: |
USD 0.435 per quarter |
|
|
Tranche 2 Contractual Dividend: |
USD 0.455 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 |
5/27/2026 |
2 |
350 |
5/28/2026 |
3 |
350 |
5/29/2026 |
4 |
350 |
6/1/2026 |
5 |
350 |
6/2/2026 |
6 |
350 |
6/3/2026 |
7 |
350 |
6/4/2026 |
8 |
350 |
6/5/2026 |
9 |
350 |
6/8/2026 |
10 |
350 |
6/9/2026 |
11 |
350 |
6/10/2026 |
12 |
350 |
6/11/2026 |
13 |
350 |
6/12/2026 |
14 |
350 |
6/15/2026 |
15 |
350 |
6/16/2026 |
16 |
350 |
6/17/2026 |
17 |
350 |
6/18/2026 |
18 |
350 |
6/22/2026 |
19 |
350 |
6/23/2026 |
20 |
350 |
6/24/2026 |
21 |
350 |
6/25/2026 |
22 |
350 |
6/26/2026 |
23 |
350 |
6/29/2026 |
24 |
350 |
6/30/2026 |
25 |
350 |
7/1/2026 |
26 |
350 |
7/2/2026 |
27 |
350 |
7/6/2026 |
28 |
350 |
7/7/2026 |
29 |
350 |
7/8/2026 |
30 |
350 |
7/9/2026 |
31 |
350 |
7/10/2026 |
32 |
350 |
7/13/2026 |
33 |
350 |
7/14/2026 |
34 |
350 |
7/15/2026 |
35 |
350 |
7/16/2026 |
36 |
350 |
7/17/2026 |
37 |
350 |
7/20/2026 |
38 |
350 |
7/21/2026 |
39 |
350 |
7/22/2026 |
40 |
350 |
7/23/2026 |
41 |
350 |
7/24/2026 |
42 |
350 |
7/27/2026 |
43 |
350 |
7/28/2026 |
44 |
350 |
7/29/2026 |
45 |
350 |
7/30/2026 |
46 |
350 |
7/31/2026 |
47 |
350 |
8/3/2026 |
48 |
350 |
8/4/2026 |
49 |
351 |
8/5/2026 |
50 |
351 |
8/6/2026 |
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).
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 Fifth
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 Fifth Amended and Restated Supplemental Confirmation relates by manually signing this Fifth
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/ Brian Ward |
|
|
Authorized Representative |
Confirmed as of the date first above written: |
|
|
|
|
|
By: |
/s/ Michael Kelleher |
|
|
Name: |
Michael Kelleher |
|
|
Title: |
Managing Director |
|
[Signature Page to 5th
A&R Supplemental Confirmation No. 1 (RBC)]
Exhibit 99.7
Execution
Version
SECOND AMENDED
AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 3
Date: |
May 22, 2024 |
|
|
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, dated May 22, 2024, between Royal Bank of Canada (“Dealer”) and QH
Hungary Holdings Limited (“Counterparty”) (this “Second Amended and Restated Supplemental Confirmation”)
is to amend and restate the terms and conditions of the Transaction (i) originally entered into between Dealer and Counterparty on March
9, 2021, evidenced by the Supplemental Confirmation, dated March 9, 2021, and (ii) subsequently amended and restated in its entirety by
the Amended and Restated Supplemental Confirmation, dated August 10, 2022, entered into between Dealer and Counterparty, 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 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: |
May 22, 2024 |
Prepayment Amount: |
USD 9,070,347 |
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. |
Second Amendment Payment Amount: |
USD 357,529.28. Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date. |
Second Amendment Payment Date: |
The first Currency Business Day following the Second Amendment and Restatement Date. |
Second Amendment Reference Price: |
USD 186.3683 |
Forward Floor Price: |
USD 186.3683 |
Forward Cap Price: |
USD 292.5982 |
Final Disruption Date: |
August 18, 2026 |
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 |
171 |
5/27/2026 |
2 |
171 |
5/28/2026 |
3 |
171 |
5/29/2026 |
4 |
171 |
6/1/2026 |
5 |
171 |
6/2/2026 |
6 |
171 |
6/3/2026 |
7 |
171 |
6/4/2026 |
8 |
171 |
6/5/2026 |
9 |
171 |
6/8/2026 |
10 |
171 |
6/9/2026 |
11 |
171 |
6/10/2026 |
12 |
171 |
6/11/2026 |
13 |
171 |
6/12/2026 |
14 |
171 |
6/15/2026 |
15 |
171 |
6/16/2026 |
16 |
171 |
6/17/2026 |
17 |
171 |
6/18/2026 |
18 |
171 |
6/22/2026 |
19 |
171 |
6/23/2026 |
20 |
171 |
6/24/2026 |
21 |
172 |
6/25/2026 |
22 |
172 |
6/26/2026 |
23 |
172 |
6/29/2026 |
24 |
172 |
6/30/2026 |
25 |
172 |
7/1/2026 |
26 |
172 |
7/2/2026 |
27 |
172 |
7/6/2026 |
28 |
172 |
7/7/2026 |
29 |
172 |
7/8/2026 |
30 |
172 |
7/9/2026 |
31 |
172 |
7/10/2026 |
32 |
172 |
7/13/2026 |
33 |
172 |
7/14/2026 |
34 |
172 |
7/15/2026 |
35 |
172 |
7/16/2026 |
36 |
172 |
7/17/2026 |
37 |
172 |
7/20/2026 |
38 |
172 |
7/21/2026 |
39 |
172 |
7/22/2026 |
40 |
172 |
7/23/2026 |
41 |
172 |
7/24/2026 |
42 |
172 |
7/27/2026 |
43 |
172 |
7/28/2026 |
44 |
172 |
7/29/2026 |
45 |
172 |
7/30/2026 |
46 |
172 |
7/31/2026 |
47 |
172 |
8/3/2026 |
48 |
172 |
8/4/2026 |
49 |
172 |
8/5/2026 |
50 |
172 |
8/6/2026 |
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/
Brian Ward |
|
|
Authorized Representative |
Confirmed as of the date first above written:
QH
HUNGARY HOLDINGS LIMITED
By: |
/s/
Michael Kelletter |
|
|
Name: Michael
Kelletter |
|
|
Title: Managing Director |
|
[Signature Page to 2nd
A&R Supplemental Confirmation No. 3 (RBC)]
Exhibit 99.8
Execution Version
SUPPLEMENTAL
CONFIRMATION NO. 8
Date: | May 22, 2024 |
| |
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 Supplemental
Confirmation is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”)
and QH Hungary Holdings Limited (“Counterparty”) on the Trade Date specified below. This Supplemental Confirmation
is a binding contract between Dealer and Counterparty as of the relevant Trade Date for the Transaction referenced below.
1. This
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 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 Supplemental Confirmation relates are as follows:
Trade Date: |
May 22, 2024 |
|
|
Prepayment Amount: |
USD 39,500,675 |
|
|
Prepayment Date: |
The first Currency Business Day following the Trade Date, provided that all of the conditions specified in Section 4 of the Master Confirmation have been satisfied or waived by Dealer and Counterparty has satisfied its obligations under Section 6(d) of the Master Confirmation on or prior to such date. |
|
|
Initial Share Price: |
USD 186.3683 |
|
|
Forward Floor Price: |
USD 186.3683 |
|
|
Forward Cap Price: |
USD 205.0051 |
|
|
Final Disruption Date: |
February 23, 2026 |
|
|
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 |
4,744 |
11/28/2025 |
2 |
4,744 |
12/1/2025 |
3 |
4,744 |
12/2/2025 |
4 |
4,744 |
12/3/2025 |
5 |
4,744 |
12/4/2025 |
6 |
4,744 |
12/5/2025 |
7 |
4,744 |
12/8/2025 |
8 |
4,744 |
12/9/2025 |
9 |
4,744 |
12/10/2025 |
10 |
4,744 |
12/11/2025 |
11 |
4,744 |
12/12/2025 |
12 |
4,744 |
12/15/2025 |
13 |
4,744 |
12/16/2025 |
14 |
4,744 |
12/17/2025 |
15 |
4,744 |
12/18/2025 |
16 |
4,744 |
12/19/2025 |
17 |
4,744 |
12/22/2025 |
18 |
4,744 |
12/23/2025 |
19 |
4,744 |
12/24/2025 |
20 |
4,744 |
12/26/2025 |
21 |
4,744 |
12/29/2025 |
22 |
4,744 |
12/30/2025 |
23 |
4,744 |
12/31/2025 |
24 |
4,744 |
1/2/2026 |
25 |
4,744 |
1/5/2026 |
26 |
4,744 |
1/6/2026 |
27 |
4,744 |
1/7/2026 |
28 |
4,744 |
1/8/2026 |
29 |
4,744 |
1/9/2026 |
30 |
4,744 |
1/12/2026 |
31 |
4,744 |
1/13/2026 |
32 |
4,744 |
1/14/2026 |
33 |
4,744 |
1/15/2026 |
34 |
4,744 |
1/16/2026 |
35 |
4,744 |
1/20/2026 |
36 |
4,744 |
1/21/2026 |
37 |
4,744 |
1/22/2026 |
38 |
4,744 |
1/23/2026 |
39 |
4,744 |
1/26/2026 |
40 |
4,744 |
1/27/2026 |
41 |
4,744 |
1/28/2026 |
42 |
4,744 |
1/29/2026 |
43 |
4,744 |
1/30/2026 |
44 |
4,744 |
2/2/2026 |
45 |
4,744 |
2/3/2026 |
46 |
4,744 |
2/4/2026 |
47 |
4,744 |
2/5/2026 |
48 |
4,744 |
2/6/2026 |
49 |
4,744 |
2/9/2026 |
50 |
4,744 |
2/10/2026 |
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 this Transaction
shall be 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).
Dealer’s obligation under the Transaction
is subject to the satisfaction or waiver (such waiver to be in writing) by Dealer of the additional condition that Counterparty shall
have executed a Thirteenth Amendment to the Margin Loan Agreement, dated as of the date of this Supplemental Confirmation, among Counterparty,
each Lender party thereto, and Citibank, N.A., as Administrative Agent and Calculation Agent.
Counterparty hereby agrees (a) to check this 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 Supplemental Confirmation relates by manually signing this 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/ Michael Kelleher | |
| Name: Michael Kelleher | |
| Title: Managing Director | |
Exhibit 99.9
Execution Version
SUPPLEMENTAL
CONFIRMATION NO. 5
Date: |
May 22, 2024 |
|
|
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 Supplemental
Confirmation is to confirm the terms and conditions of the Transaction entered into between Royal Bank of Canada (“Dealer”)
and QH Hungary Holdings Limited (“Counterparty”) on the Trade Date specified below. This Supplemental Confirmation
is a binding contract between Dealer and Counterparty as of the relevant Trade Date for the Transaction referenced below.
1. This
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 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 Supplemental Confirmation relates are as follows:
Trade Date: |
May 22, 2024 |
|
|
Prepayment Amount: |
USD 26,333,784 |
|
|
Prepayment Date: |
The first Currency Business Day following the Trade Date, provided that all of the conditions specified in Section 4 of the Master Confirmation have been satisfied or waived by Dealer and Counterparty has satisfied its obligations under Section 6(d) of the Master Confirmation on or prior to such date. |
|
|
Initial Share Price: |
USD 186.3683 |
|
|
Forward Floor Price: |
USD 186.3683 |
|
|
Forward Cap Price: |
USD 205.0051 |
|
|
Final Disruption Date: |
February 23, 2026 |
|
|
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 |
3,162 |
11/28/2025 |
2 |
3,162 |
12/1/2025 |
3 |
3,162 |
12/2/2025 |
4 |
3,162 |
12/3/2025 |
5 |
3,162 |
12/4/2025 |
6 |
3,162 |
12/5/2025 |
7 |
3,162 |
12/8/2025 |
8 |
3,162 |
12/9/2025 |
9 |
3,162 |
12/10/2025 |
10 |
3,162 |
12/11/2025 |
11 |
3,162 |
12/12/2025 |
12 |
3,162 |
12/15/2025 |
13 |
3,162 |
12/16/2025 |
14 |
3,162 |
12/17/2025 |
15 |
3,162 |
12/18/2025 |
16 |
3,162 |
12/19/2025 |
17 |
3,162 |
12/22/2025 |
18 |
3,163 |
12/23/2025 |
19 |
3,163 |
12/24/2025 |
20 |
3,163 |
12/26/2025 |
21 |
3,163 |
12/29/2025 |
22 |
3,163 |
12/30/2025 |
23 |
3,163 |
12/31/2025 |
24 |
3,163 |
1/2/2026 |
25 |
3,163 |
1/5/2026 |
26 |
3,163 |
1/6/2026 |
27 |
3,163 |
1/7/2026 |
28 |
3,163 |
1/8/2026 |
29 |
3,163 |
1/9/2026 |
30 |
3,163 |
1/12/2026 |
31 |
3,163 |
1/13/2026 |
32 |
3,163 |
1/14/2026 |
33 |
3,163 |
1/15/2026 |
34 |
3,163 |
1/16/2026 |
35 |
3,163 |
1/20/2026 |
36 |
3,163 |
1/21/2026 |
37 |
3,163 |
1/22/2026 |
38 |
3,163 |
1/23/2026 |
39 |
3,163 |
1/26/2026 |
40 |
3,163 |
1/27/2026 |
41 |
3,163 |
1/28/2026 |
42 |
3,163 |
1/29/2026 |
43 |
3,163 |
1/30/2026 |
44 |
3,163 |
2/2/2026 |
45 |
3,163 |
2/3/2026 |
46 |
3,163 |
2/4/2026 |
47 |
3,163 |
2/5/2026 |
48 |
3,163 |
2/6/2026 |
49 |
3,163 |
2/9/2026 |
50 |
3,163 |
2/10/2026 |
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 this Transaction shall be 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).
Dealer’s obligation under the Transaction
is subject to the satisfaction or waiver (such waiver to be in writing) by Dealer of the additional condition that Counterparty shall
have executed a Thirteenth Amendment to the Margin Loan Agreement, dated as of the date of this Supplemental Confirmation, among Counterparty,
each Lender party thereto, and Citibank, N.A., as Administrative Agent and Calculation Agent.
Counterparty hereby agrees (a) to check this 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 Supplemental Confirmation relates by manually signing this 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/ Brian Ward |
|
|
Authorized Representative |
Confirmed as of the date first above written: |
|
|
|
QH HUNGARY HOLDINGS LIMITED |
|
|
|
By: |
/s/ Michael Kelleher |
|
|
Name: |
Michael Kelleher |
|
|
Title: |
Managing Director |
|
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