EX-10.37 3 ea144480ex10-37_halloffame.htm AMENDMENT NUMBER 2 TO TERM LOAN AGREEMENT, DATED FEBRUARY 15, 2021, AMONG HALL OF FAME RESORT & ENTERTAINMENT COMPANY, HOF VILLAGE NEWCO, LLC, CERTAIN OF ITS SUBSIDIARIES, AQUARIAN CREDIT FUNDING LLC, AND THE LENDERS PARTY THERETO

Exhibit 10.37

 

 

 

AMENDMENT NUMBER 2 TO TERM LOAN AGREEMENT

 

among

 

HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND THE OTHER PERSONS
SIGNATORY HERETO AS BORROWERS

 

as Borrowers

 

and

 

THE LENDERS PARTY HERETO,

 

as Lenders

 

and

 

AQUARIAN CREDIT FUNDING LLC,

 

as Administrative Agent

 

dated as of February 15, 2021

 

 

 

 

 

AMENDMENT NUMBER 2 TO TERM LOAN AGREEMENT

 

This AMENDMENT NUMBER 2 TO TERM LOAN AGREEMENT (this “Amendment Number 2”) dated as of February 15, 2021 is made by and among HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation, HOF VILLAGE NEWCO, LLC; HOF VILLAGE PARKING, LLC; HOF VILLAGE YOUTH FIELDS, LLC; HOF VILLAGE STADIUM, LLC; HOF VILLAGE LAND, LLC; HOF VILLAGE HOTEL I, LLC; HOF VILLAGE SPORTS BUSINESS, LLC; HOF VILLAGE PARKING MANAGEMENT I, LLC; HOF VILLAGE RESIDENCES I, LLC; HOF VILLAGE CENTER FOR EXCELLENCE, LLC, HOF VILLAGE CENTER FOR PERFORMANCE, LLC; HOF VILLAGE WATERPARK, LLC; HOF VILLAGE HOTEL WP, LLC; HOF EXPERIENCE, LLC; HOF VILLAGE MEDIA GROUP, LLC and HOF VILLAGE RETAIL I, LLC, each a Delaware limited liability company (collectively, the “Borrowers”), in favor of AQUARIAN CREDIT FUNDING LLC, a Delaware limited liability company (together with its successors and assigns, the “Administrative Agent”) and INVESTORS HERITAGE LIFE INSURANCE COMPANY, and LINCOLN BENEFIT LIFE COMPANY (collectively, together with its successors and assigns, the “Lenders”).

 

PRELIMINARY STATEMENTS:

 

(1) The Borrowers, the Lenders, the Administrative Agent, and the other parties named therein are parties to the Term Loan Agreement, dated as of December 1, 2020, as amended by the Amendment Number 1 to Term Loan Agreement dated January 28, 2021, as further amended, restated, supplemented, waived or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement, as amended hereby; and

 

(2) The Administrative Agent, the Borrowers, and the Lenders desire to amend the Loan Agreement as set forth below.

 

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

 

SECTION 1. Amendment. The Loan Agreement is amended as follows:

 

(a) Section 10.23(a) thereof is amended by replacing the phrase “on or before February 15, 2021” to “on or before February 28, 2021.”

 

SECTION 2. Counterparts. This Amendment Number 2 may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract.

 

SECTION 3. Governing Law. This Amendment Number 2 shall be governed by, and construed in accordance with, the laws of the State of New York.

 

[Signatures follow]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number 2 to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

  HALL OF FAME RESORT & ENTERTAINMENT COMPANY,
    a Delaware corporation
  HOF VILLAGE NEWCO, LLC
  HOF VILLAGE PARKING, LLC
  HOF VILLAGE YOUTH FIELDS, LLC
  HOF VILLAGE STADIUM, LLC
  HOF VILLAGE LAND, LLC
  HOF VILLAGE HOTEL I, LLC
  HOF VILLAGE SPORTS BUSINESS, LLC
  HOF VILLAGE PARKING MANAGEMENT I, LLC
  HOF VILLAGE RESIDENCES I, LLC
  HOF VILLAGE CENTER FOR EXCELLENCE, LLC
  HOF VILLAGE CENTER FOR PERFORMANCE, LLC
  HOF VILLAGE WATERPARK, LLC
  HOF VILLAGE HOTEL WP, LLC
  HOF EXPERIENCE, LLC
  HOF VILLAGE MEDIA GROUP, LLC
  HOF VILLAGE RETAIL I, LLC
    each, a Delaware limited liability company
       
  By: /s/ Michael Crawford
    Name:   Michael Crawford
    Title: Chief Executive Officer

 

[Signatures Continue on Next Page]

 

[Signature Page to Amendment Number 2 to Term Loan Agreement]

 

 

 

 

  AQUARIAN CREDIT FUNDING LLC,
  as Administrative Agent
       
  By: /s/ Rudrabhishek Sahay
    Name:   Rudrabhishek Sahay
    Title: Authorized Signatory
       
  INVESTORS HERITAGE LIFE INSURANCE COMPANY,
  as a Lender
       
    By: Aquarian Holdings Investment Management LLC, as investment advisor

 

      By: /s/ Rudrabhishek Sahay
      Name:   Rudrabhishek Sahay
      Title: Authorized Signatory

 

[Signatures Continue on Next Page]

 

[Signature Page to Amendment Number 2 to Term Loan Agreement]

 

 

 

 

  LINCOLN BENEFIT LIFE COMPANY
  as a Lender
       
  By: /s/ Erik Braun
    Name:   Erik Braun
    Title: Chief Financial Officer

 

[Signature Page to Amendment Number 2 to Term Loan Agreement]