Amendment to Revolving Credit Facility Agreement, dated February 18, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto
Exhibit 10.1
AMENDMENT LETTER
| To: | BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association organized and existing with limited liability under the laws of the United States of America as Facility Agent |
| Attention: | Ms Wynnie Lam |
18 February 2020
Dear Sir or Madam
MGM CHINA HOLDINGS LIMITED (the Company) – HK$9,750,000,000 revolving credit facility agreement dated 12 August 2019 between, among others, the Company and Bank of America, National Association, a national banking association organized and existing with limited liability under the laws of the United States of America, as facility agent (the Facility Agent) (the Facility Agreement)
| 1 | INTRODUCTION |
We refer to the Facility Agreement. Terms defined in the Facility Agreement have, unless otherwise defined in this letter, the same meaning when used in this letter.
| 2 | REQUEST FOR AMENDMENT |
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| (a) | The Finance Parties are aware of the current developing medical emergency relating to the novel coronavirus and, in particular, the closure of the casinos ordered by the Chief Executive of the Macau SAR on 4 February 2020. |
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| (b) | In the light of this, we request Majority Lenders consent to the amendments to the Facility Agreement that are set out in Schedule 1 to this letter (the Amendments) and that you provide us with the outcome of such consent process no later than 5.00 p.m. Hong Kong time on 6 March 2020. The Amendments will become effective on the date of your countersignature of this letter pursuant to clause 25.1(a) (Procedure) of the Facility Agreement indicating that they have been consented to by the Majority Lenders (such date being the Effective Date). |
| 3 | CONSENT FEE |
In consideration for its agreement to the Amendments, each Lender that provides written consent (in the form of an email) to the Facility Agent to the Amendments at any time up to and including the point at which Majority Lenders consent to the Amendments is obtained, subject always to such point being not later than 5pm Hong Kong time on 6 March 2020 will, within five business days from the Effective Date, be paid a fee in an amount equal to 0.15 per cent of the aggregate amount of that Lender’s Commitment immediately prior to the Effective Date.
For the avoidance of doubt, any consent received after the Facility Agent has obtained Majority Lenders consent shall not be entitled to any consent fee.
For the purpose of this paragraph 3 (Consent Fee):
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| (a) | the point at which Majority Lenders consent to the Amendments is obtained means the time on the relevant day at which the Facility Agent receives in its inbox the consent (in the form of an email) from the first Lender whose share in the outstanding Loans (if any) and whose undrawn Commitments, when aggregated with the shares in the outstanding Loans (if any) and the undrawn Commitments of all other Lenders that have previously provided their written consent to the Amendments, results in the Majority Lender threshold being met. |
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| (b) | Any determination of the time at which a Lender’s email consent has been received by the Facility Agent will be based on the time shown on the email that is received by the Facility Agent. |
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| (c) | Any dispute as to the time at which a Lender’s email consent has been received will be determined by the Company in its sole and absolute discretion. |
| 4 | MISCELLANEOUS |
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| (a) | This letter is a Finance Document |
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| (b) | This letter and any non-contractual obligations arising out of or in connection with it are governed by English law. Clause 37 (Enforcement) of the Facility Agreement shall apply in respect of any dispute arising out of or in connection with this letter or any non-contractual obligation arising out of or in connection with this letter as if references in clause 37 (Enforcement) of the Facility Agreement to “Finance Document” or “Finance Documents” were references to this letter. |
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| (c) | This letter may be executed in any number of counterparts which when taken together shall be deemed to constitute one and the same letter. |
Yours faithfully,
By: 
For
MGM CHINA HOLDINGS LIMITED
On counterpart
We confirm pursuant to clause 25.1(a) (Procedure) of the Facility Agreement that the Amendments are agreed to by the Majority Lenders and become effective on the date set out below.
By: 
For
BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association organized and existing with limited liability under the laws of the United States of America as Facility Agent (for itself and the other Finance Parties) acting on the instructions of the Majority Lenders
Date: 09 April 2020
SCHEDULE 1
AMENDMENT
| 1. | Leverage Ratio |
Clause 17.3 (Leverage Ratio) of the Facility Agreement is to be deleted in its entirety and replaced with the following:
“17.3Leverage Ratio
The Company must ensure that, on each Accounting Date set out in the column entitled ‘Accounting Date’ in the table below, the Leverage Ratio does not exceed the ratio set out opposite the relevant Accounting Date in the column entitled ‘Leverage Ratio’ (if any) in the table below:
| Accounting Date | Leverage Ratio |
| 31 December 2019 | 4.50:1.00 |
| 31 March 2020 | 6.00:1.00 |
| 30 June 2020 / 30 September 2020 / | Not applicable |
| Each Accounting Date occurring on and after 30 June 2021 | 4.50:1.00 |
| 2. | Interest Coverage Ratio |
Clause 17.4 (Interest Coverage Ratio) of the Facility Agreement is to be deleted in its entirety and replaced with the following:
“17.4Interest Coverage Ratio
The Company must ensure that on each Accounting Date set out in the column entitled ‘Accounting Date’ in the table below, the Interest Coverage Ratio is not less than the ratio set out opposite the relevant Accounting Date in the column entitled ‘Interest Coverage Ratio’ in the table below:
| Accounting Date | Interest Coverage Ratio |
| 31 December 2019 | 2.50:1.00 |
| 31 March 2020 | 2.50:1.00 |
| 30 June 2020 | 1.25:1.00 |
| 30 September 2020 | 1.25:1.00 |
| 31 December 2020 | 1.25:1.00 |
| 31 March 2021 | 1.25:1.00 |
| Each Accounting Date occurring on and after 30 June 2021 | 2.50:1.00 |
