EX-99.3 4 tm2415489d1_ex99-3.htm EXHIBIT 99.3

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.

 

1

 

 

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

 

2

 

 

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).

 

3

 

 

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)]