The Prudential Insurance Company of America c/o PGIM, Inc. Prudential Tower
Exhibit 99.4
The Prudential Insurance Company of America
c/o PGIM, Inc.
Prudential Tower
000 Xxxxx Xxxxxx
14th Floor- South Tower
Newark, NJ 07102
November 10, 2023
Xxxxx Xxxxxx Inc.
000 Xxxxxx Xxxx
Melville, New York, 11747
Attn: Xxxxxxx Xxxxxx, Vice President and Treasurer
Limited Waiver
Ladies and Gentlemen:
Reference is hereby made to that certain Third Amended and Restated Multicurrency Private Shelf Agreement, dated as of October 20, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among Xxxxx Xxxxxx, Inc., a Delaware corporation (the “Company”), PGIM, Inc. (“Prudential”) and each Prudential Affiliate party thereto. Capitalized terms used in this waiver letter (“Waiver Letter”) but not defined herein shall have the respective meaning ascribed to them in the Agreement.
You have requested an extension of the time required to deliver its unaudited financial statements with respect to the fiscal quarter ended September 30, 2023, pursuant to Section 7.1(a) of the Agreement. The Required Holders hereby agree to extend the due date for the above item to December 8, 2023.
The Company hereby represents and warrants to Prudential and each Prudential Affiliate party to the Agreement that no event has occurred, and no condition exists that, either before or after giving effect to this Waiver Letter, constitutes or would constitute a Default or an Event of Default.
Except as specifically set forth herein, nothing contained in this Waiver Letter shall amend, modify or alter any term or condition of the Agreement or any of the Financing Documents. This Waiver Letter may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Waiver Letter by electronic mail or by .pdf shall be effective as delivery of a manually executed counterpart of this Waiver Letter. This Waiver Letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
[Signature Page Follows]
Very truly yours,
| PGIM, INC., | ||
| as Holder | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| THE PRUDENTIAL INSURANCE COMPANY | ||
| OF AMERICA, | ||
| as Holder | ||
| By: | PGIM, Inc., as investment manager | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| PRUDENTIAL UNIVERSAL REINSURANCE COMPANY, | ||
| as Holder | ||
| By: | PGIM, Inc., as investment manager | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]
| PRUCO LIFE INSURANCE COMPANY, | ||
| as Holder | ||
| By: | PGIM, Inc., as investment manager | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| THE GIBRALTAR LIFE INSURANCE CO., LTD., | ||
| as Holder | ||
| By: | Prudential Investment Management Japan | |
| Co., Ltd., as Investment Manager | ||
| By: | PGIM, Inc., as Sub-Adviser | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| PRUDENTIAL ARIZONA REINSURANCE UNIVERSAL COMPANY, | ||
| as Holder | ||
| By: | PGIM, Inc., as investment manager | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]
| PRUDENTIAL ARIZONA REINSURANCE | ||
| TERM COMPANY, | ||
| as Holder | ||
| By: | PGIM, Inc., as investment manager | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| BCBSM, INC. DBA BLUE CROSS AND BLUE SHIELD OF MINNESOTA, | ||
| as Holder | ||
| By: | Prudential Private Placement Investors, | |
| L.P. (as Investment Advisor) | ||
| By: | Prudential Private Placement Investors, Inc. | |
| (as its General Partner) | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| FARMERS NEW WORLD LIFE INSURANCE COMPANY, | ||
| as Holder | ||
| By: | Prudential Private Placement Investors, | |
| L.P. (as Investment Advisor) | ||
| By: | Prudential Private Placement Investors, Inc. | |
| (as its General Partner) | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]
| MEDICA HEALTH PLANS, | ||
| as Holder | ||
| By: | Prudential Private Placement Investors, | |
| L.P. (as Investment Advisor) | ||
| By: | Prudential Private Placement Investors, Inc. | |
| (as its General Partner) | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| FARMERS INSURANCE EXCHANGE, | ||
| as Holder | ||
| By: | Prudential Private Placement Investors, | |
| L.P. (as Investment Advisor) | ||
| By: | Prudential Private Placement Investors, Inc. | |
| (as its General Partner) | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]
| MID CENTURY INSURANCE COMPANY, | ||
| as Holder | ||
| By: | Prudential Private Placement Investors, | |
| L.P. (as Investment Advisor) | ||
| By: | Prudential Private Placement Investors, Inc. | |
| (as its General Partner) | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| ZURICH AMERICAN INSURANCE COMPANY, | ||
| as Holder | ||
| By: | Prudential Private Placement Investors, | |
| L.P. (as Investment Advisor) | ||
| By: | Prudential Private Placement Investors, Inc. | |
| (as its General Partner) | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| GIBRALTAR UNIVERSAL LIFE REINSURANCE COMPANY, | ||
| as Holder | ||
| By: | Prudential Investment Management Japan | |
| Co., Ltd., as Investment Manager | ||
| By: | PGIM, Inc., as Sub-Adviser | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]
| PAR U HARTFORD LIFE & ANNUITY COMFORT TRUST, | ||
| as Holder | ||
| By: | The Prudential Insurance Company of America, as Grantor | |
| By: | PGIM, Inc., as investment manager | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| PAR U HARTFORD LIFE INSURANCE COMFORT TRUST, | ||
| as Holder | ||
| By: | The Prudential Insurance Company of America, as Grantor | |
| By: | PGIM, Inc., as investment manager | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]
| PICA HARTFORD LIFE & ANNUITY COMFORT TRUST, | ||
| as Holder | ||
| By: | The Prudential Insurance Company of America, as Grantor | |
| By: | PGIM, Inc., as investment manager | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| PICA HARTFORD LIFE INSURANCE COMFORT TRUST, | ||
| as Holder | ||
| By: | The Prudential Insurance Company of America, as Grantor | |
| By: | PGIM, Inc., as investment manager | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| PRIVATE PLACEMENT TRUST INVESTORS, LLC, | ||
| as Holder | ||
| By: | PGIM Private Placement Investors, L.P. | |
| as Managing Member | ||
| By: | PGIM Private Placement Investors, Inc. | |
| as its General Partner | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]
| PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY, | ||
| as Holder | ||
| By: | PGIM, Inc., as investment manager | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Vice President | |
| PRUDENTIAL TERM REINSURANCE COMPANY, | ||
| as Holder | ||
| By: | PGIM, Inc., as investment manager | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| HIGHMARK INC. | ||
| By: PGIM Private Placement Investors, L.P. (as Investment Advisor) | ||
| By: PGIM Private Placement Investors, Inc. (as its General Partner) | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]
| PENSIONSKASSE DES BUNDES PUBLICA | ||
| By: PGIM Private Capital Limited, as Investment Manager | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| COMPANION LIFE INSURANCE COMPANY | ||
| By: PGIM Private Placement Investors, L.P. (as Investment Advisor) | ||
| By: PGIM Private Placement Investors, Inc. (as its General Partner) | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]
| MUTUAL OF OMAHA INSURANCE COMPANY | ||
| By: PGIM Private Placement Investors, L.P. (as Investment Advisor) | ||
| By: PGIM Private Placement Investors, Inc. (as its General Partner) | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| UNITED OF OMAHA LIFE INSURANCE COMPANY | ||
| By: PGIM Private Placement Investors, L.P. (as Investment Advisor) | ||
| By: PGIM Private Placement Investors, Inc. (as its General Partner) | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| THE INDEPENDENT ORDER OF FORESTERS | ||
| By: PGIM Private Placement Investors, L.P. (as Investment Advisor) | ||
| By: PGIM Private Placement Investors, Inc. (as its General Partner) | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]
| THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD. | ||
| By: PGIM Japan Co., Ltd. (as Investment Advisor) By: PGIM, Inc. (as Sub-Adviser) | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Vice President | |
| PHYSICIANS MUTUAL INSURANCE COMPANY | ||
| By: PGIM Private Placement Investors, L.P. (as Investment Advisor) | ||
| By: PGIM Private Placement Investors, Inc. (as its General Partner) | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Vice President | |
| THE LINCOLN NATIONAL LIFE INSURANCE COMPANY | ||
| By: PGIM Private Placement Investors, L.P. (as Investment Advisor) | ||
| By: PGIM Private Placement Investors, Inc. (as its General Partner) | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]
| THE PRUDENTIAL GIBRALTAR FINANCIAL LIFE INSURANCE CO., LTD. | ||
| By: PGIM Japan Co., Ltd., as investment manager | ||
| By: PGIM, Inc., as sub-advisor | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]
| ACKNOWLEDGED AND AGREED: | ||
| XXXXX XXXXXX, INC., | ||
| as Borrower | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Vice President and Treasurer | |
[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]
