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]