Amendment Letter to the 2020 Revolving Credit Facility, dated February 24, 2021, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto

Exhibit 10.4

AMENDMENT LETTER

2 February 2021

Dear Sir or Madam

MGM CHINA HOLDINGS LIMITED (the Company) – HK$3,120,000,000 revolving credit facility agreement dated 26 May 2020 between, among others, the Company and Industrial and Commercial Bank of China (Macau) Limited, as facility agent (the Facility Agent) (the Facility Agreement).

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.

In light of the pro-longed impact of COVID-19, we request Majority Lenders consent to the amendments to the Facility Agreement that are set out in Schedule 1 (Amendment) 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 3 March 2021. 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).  

In consideration for its agreement,and subject always to Majority Lender consent having been obtained, each Lender that provides its written consent to the Amendments (in the form of an email) to the Facility Agent by not later than 5pm Hong Kong time on 3 March 2021, will be paid a fee in an amount equal to 0.125 per cent of the aggregate amount of that Lender’s Commitment, as of close of business  in Hong Kong on 3 March 2021, such fee being payable on 10 March 2021, so long as the Lender’s Commitment as calculated on 3 March 2021 has not changed after this date.

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Yours faithfully,

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.

For

INDUSTRIAL AND COMMERCIAL BANK OF CHINA (MACAU) LIMITED, as Facility Agent (for itself and the other Finance Parties) acting on the instructions of the Majority Lenders

Date: 24 FEB 2021

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SCHEDULE 1

AMENDMENT

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:

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:

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