Exhibit 10.1


 


AMENDMENT NUMBER 3 TO TERM LOAN AGREEMENT


 


This AMENDMENT NUMBER 3 TO
TERM LOAN AGREEMENT (this “Amendment”) dated as of August 30, 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, HOF VILLAGE RETAIL I, LLC, and HOF VILLAGE RETAIL
II, 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, and Amendment Number 2 to Term
Loan Agreement dated February 15, 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;


 


(2) On
the date hereof, Borrowers has prepaid, in its entirety, the Promissory Note, dated December 1, 2020
(the “Lincoln Note”), made by Borrowers, to Lincoln Benefit Life Company, as a Lender (“Lincoln
Lender”) in connection with the Loan Agreement;


 


(3) 
In accordance with such prepayment, Lincoln Lender is being removed as a “Lender” under the Loan Agreement; and


 


(4) 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:


 


		1)	Lincoln Lender acknowledges that, as of the date hereof, all sums owed to Lincoln Lender under the Lincoln
Note and Loan Agreement have been paid in full and that Lincoln Lender’s $20,000,000 Loan Commitment has been terminated.



 


		2)	In connection with such prepayment, effective the date hereof:



 


		a)	the Loan Agreement and all applicable Loan Documents are hereby amended to remove Lincoln Lender as a
“Lender”, such that Lincoln Lender shall no longer constitute a “Lender” thereunder;



 


		b)	hereafter, all references to “Lender” or “Lenders” in the Loan Agreement and applicable
Loan Documents shall refer only to Investors Heritage Life Insurance Company and its successors and assigns, as a “Lender”
(“Remaining Lender”); and



 


		c)	each of Administrative Agent and Remaining Lender acknowledge and agree that, notwithstanding that the
Loan Agreement requires that prepayments shall be pro rata, as between the Lenders, in connection with the repayment in full of Lincoln
Lender, Remaining Lender will not require a simultaneous pro rata repayment of amounts owed to Remaining Lender and all such amounts owed
to Remaining Lender remain outstanding.



 


		3)	Representations and Warranties. This Amendment constitutes the legal, valid and binding obligations
of the Borrowers, enforceable against the Borrowers in accordance with its terms, has been duly authorized by all requisite corporate,
partnership or limited liability company and, if required, stockholder, partner or member action of each Borrower which is a party thereto
and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of Governing Documents of any Borrower, (B) any
order of any Governmental Authority or arbitrator or (C) any provision of any indenture, agreement or other instrument to which any Borrower
is a party or by which any of them or any of their property is or may be bound, including any Contractual Obligation, (ii) be in conflict
with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to
accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument
or any Contractual Obligation or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets
now owned or hereafter acquired by any Borrower (other than Permitted Liens and Liens created under the Security Documents).



 


		4)	Electronic Signatures. Transmission of a signature by facsimile or email or in .pdf format shall
bind the signing party to the same degree as the delivery of a signed original or electronic signature. This Amendment may be executed
by way of electronic signatures (including, but not limited to, by way of electronic signatures generated by “DocuSign,” “Adobe
Sign” or similar programs or replacements thereto) and that neither this Amendment, nor any part or provision of this Amendment,
shall be challenged or denied any legal effect, validity and/or enforceability solely on the grounds that it is in the form of an electronic
record.



 


		5)	No Other Changes; Ratification. Except as specifically amended hereby, the terms, provisions and
conditions of the Loan Agreement and the other Loan Documents shall remain unmodified and continue in full force and effect and, except
as amended hereby, all of the terms, provisions and conditions of the Loan Agreement and the Loan Documents are hereby ratified and confirmed
by Borrower, Remaining Lender and Administrative Agent in all respects.



 


		6)	Counterparts. This Amendment 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.



 


		7)	Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws
of the State of New York without regard to any conflicts of law principles that would direct the application of the laws of any jurisdiction.



 


[Signatures
follow]


 






    2 


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment 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
	 	HOF VILLAGE RETAIL II, LLC
	 	each, a Delaware limited liability company



 


	 	By:	/s/ Michael Crawford
	 	 	Name: 	Michael Crawford
	 	 	Title: 	President and Chief Executive Officer



 


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



 


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



 


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