Item
1.01 Entry into a Material Definitive Agreement.
Amendment Number 3 to Term Loan Agreement
On August 30, 2021, Hall of Fame Resort & Entertainment Company
(the “Company”) entered into Amendment Number 3 to Term Loan Agreement (“Amendment Number 3”) among the Company,
HOF Village Newco, LLC, certain of its subsidiaries, as borrowers (collectively, the “Borrowers”), in favor of Aquarian Credit
Funding LLC, as administrative agent (the “Administrative Agent”), and Investors Heritage Life Insurance Company (“Remaining
Lender”), and Lincoln Benefit Life Company (“Lincoln Lender”), as lenders (the “Lenders”), which amends
the Term Loan Agreement, dated as of December 1, 2020, among the Borrowers, the Administrative Agent and the Lenders, 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
(the “Term Loan Agreement”).
In connection with the closing of Amendment Number 3, the Borrowers
prepaid (in addition to certain interest) $20.0 million (the “Prepayment”) in respect of the $40.0 million existing outstanding
principal balance of the term loan under the Term Loan Agreement (the “Term Loan”) resulting in an updated outstanding principal
balance of the Term Loan of $20.0 million. The Borrowers made the Prepayment by prepaying in its entirety the Promissory Note, dated December
1, 2020, made by Borrowers to Lincoln Lender in connection with the Term Loan Agreement. Amendment Number 3 amended the Term Loan Agreement
to remove Lincoln Lender as a Lender in connection with the Borrowers’ repayment of Lincoln Lender. Under Amendment Number 3, each
of Administrative Agent and Remaining Lender acknowledge and agree that, notwithstanding that the Term Loan Agreement requires that prepayments
shall be pro rata, as between the Lenders, in connection with the Borrowers’ repayment in full of Lincoln Lender, Remaining Lender
will not require a simultaneous pro rata repayment of amounts it is owed under the Term Loan Agreement.
Amendment Number 3 is attached hereto as Exhibit 10.1 and incorporated
herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Amendment Number 4 to Term Loan Agreement
Also on August 30, 2021, the Company entered into Amendment Number
4 to Term Loan Agreement (“Amendment Number 4”) among the Company, HOF Village Newco, LLC, certain of its subsidiaries, as
borrowers (collectively, the “Borrowers”), in favor of the Administrative Agent and Remaining Lender, which amends the Term
Loan Agreement, as amended by Amendment Number 3 (the “Amended Term Loan Agreement”). Amendment Number 4 makes certain changes
to the Amended Term Loan Agreement, including among other things: (i) extending the maturity of the Term Loan to March 1, 2022, and (ii)
removing a deadline for the Company to obtain a commitment for financing of Phase II of the Company’s development plan. In connection
with the extension of the maturity of the Term Loan, the Company deposited interest for the extended term in the Interest Reserve Account
(as defined in the Amended Term Loan Agreement). Amendment Number 4 also includes consent of the Administrative Agent and Lenders to the
Borrowers entering into certain agreements with the Stark County Port Authority as related to the final phase of the youth fields construction
and the construction of the Constellation Center for Excellence, both of which are continuations of the ongoing efforts to realize sales
tax savings for the project using the customary leaseback structure currently in place for the youth fields and other components of the
Company’s development project.
In connection with Amendment Number 4, the Company paid customary lender
and administrative agent fees upon the effectiveness of Amendment Number 4. In addition, in connection with Amendment Number 4, the Company
will reimburse expenses of the Administrative Agent.
Amendment Number 4 is attached hereto as Exhibit 10.2 and incorporated
herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to such exhibit.