FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT

This First Amendment to Business Loan Agreement (“Amendment”), is made this 5th day of June, 2024, by and between the CITY OF CANTON, OHIO, a municipality duly organized and validly existing under the Ohio Constitution and other applicable Ohio laws, whose address is 000 Xxxxxxxxx Xxxxxx XX, Xxxxxx, XX 00000 (hereinafter the “Lender”, which term shall include any holder hereof) and HALL OF FAME RESORT & ENTERTAINMENT COMPANY, Delaware corporation whose address is 2014 Champions Gateway, Canton, OH 44708 (“Borrower”).

RECITALS:

WHEREAS, on September 15, 2022, Xxxxxxxx executed and delivered to the Lender a Business Loan Agreement (the “Loan Agreement”) related to a Term Loan Note executed that same date in the original principal amount of Five Million Dollars ($5,000,000.00) (the “Term Loan Note”), evidencing a term loan in said amount (the “Term Loan”); and

WHEREAS, for purposes of this Amendment, the Term Loan Note, as amended by a Promissory Note Modification Agreement of even date herewith, and the Loan Agreement, as amended hereby, and as the foregoing may hereafter be amended, shall hereinafter collectively be included within the definition of Loan Documents, as set forth in the Loan Agreement, as amended hereby, and

WHEREAS, the full amount of the Term Loan has been Advanced to Borrower under the terms thereof; and

WHEREAS, since the date of the Term Loan Note and pursuant to the terms thereof, Borrower has only made interest payments thereunder; therefore, the outstanding principal remaining under the Term Loan Note is Five Million Dollars ($5,000,000.00); and

WHEREAS, the Lender and the Borrower desire to amend the Term Loan to extend the term and the Maturity Date, to provide for a two-year, interest-free period, to reduce the interest rate to be applied to the unpaid principal balance of the Term Loan, to change the schedule for payment of principal and interest thereunder, and to make further changes to the terms of the Term Loan.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein and for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower hereby agree as follows:

1. INCORPORATION OF RECITALS. The above Recitals are true and accurate and are hereby incorporated into this Amendment.

2. DEFINED TERMS. As used herein any capitalized terms that are not defined in this Amendment shall have the meaning set forth therefore in the applicable Loan Document.

3. CHANGE TO THE TERM OF THE TERM LOAN. The Loan Agreement is hereby amended by deleting Section 3 thereof in its entirety and by replacing it with the following new Section 3:

3. TERM OF TERM LOAN. In the absence of an Event of Default, the Term Loan shall mature and shall be due and payable in the manner and on the dates set forth in the Term Loan Note, as the same has been or may hereafter be amended from time to time, but in no event later than July 1, 2046.

4. INTEREST. The Loan Agreement is hereby further amended by deleting Section 5 thereof in its entirety and by replacing it with the following new Section 5:

5. INTEREST. Interest shall accrue upon the unpaid principal balance under the Term Loan and shall be paid by Borrower as set forth in the Term Loan Note as the same has been or may hereafter be amended from time to time. Upon the occurrence of an Event of Default, interest shall accrue on the outstanding principal balance at the Default Rate set forth in the Term Loan Note, as the same has been and may hereafter be amended or modified from time to time.

5. REPAYMENT OBLIGATIONS. The Loan Agreement is hereby further amended by deleting Section 6 thereof in its entirety and by replacing it with the following new Section 6:

6. REPAYMENT OBLIGATIONS. Borrower shall promptly and timely pay all principal and interest due and owing under the Term Loan Note at the times and in the manner set forth in the Term Loan Note, as the same has been or may hereafter be amended from time to time, with all such sums due and owing thereunder and/or due and owing under any of the Loan Documents being paid in full no later than the Maturity Date, as defined in the Term Loan Note.

6. Borrower hereby represents that as of the date of the execution of this Amendment, all of the Representations and Warranties set forth in Section 10 of the Loan Agreement and otherwise therein, except for the principal office address listed in Section 10(B) thereof, continue to be correct, accurate, valid and enforceable according to their terms, and Borrower is not currently in breach of the terms thereof. Section 10(B) of the Loan Agreement is hereby amended to reflect that Xxxxxxxx’s principal office is now located at 2014 Xxxxxxxxx Xxxxxxx, Xxxxxx, XX 00000. With the modification to Section 10(B) as set forth above, all such Representations and Warranties shall be continuing warranties as set forth in the Loan Agreement.

7. EVENT OF DEFAULT. Section 14 of the Loan Agreement is hereby amended to add the following provisions as subsections (J) and (K) thereto.

(J) Change of Control. There being a change in control, as defined herein, of Borrower or any of its direct or indirect parent companies or Affiliates, including but not limited to Borrower or its parent company becoming a privately held entity, which leads the Lender to reasonably believe that the prospect of Xxxxxxxx’s payment of sums due and owing hereunder and/or otherwise complying with the terms of the Loan Documents will be materially impaired; and

(K) Borrower’s prepayment of all, or any portion, of the principal balance owed thereby on or under any loan or indebtedness currently owed by Xxxxxxxx to the Xxxxx Community Foundation (the “Foundation”) and/or Stark County Port Authority (the “Port Authority”) other than such principal payments that are periodically due and payable under the terms of Borrower’s debt instruments with the Foundation and/or the Port Authority, as such debt instruments were modified by Borrower and the Foundation and/or the Port Authority to extend the term and maturity date, unless Borrower simultaneously prepays the same proportionate percentage of the amount of the principal balance due and owing under the Term Loan Note to Lender.

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8. NOTICES. Section 22 of the Business Loan Agreement is hereby amended to update the notice address of the Borrower:

	To Borrower:	Hall of Fame Resort & Entertainment Company
		2014 Champions Gateway
		Canton, OH 44708
		Attn: President and Chief Executive Officer
	W/ a copy to:	Hall of Fame Resort & Entertainment Company
		2014 Champions Gateway
		Canton, OH 44708
		Attn: General Counsel

9. RATIFICATION OF LOAN DOCUMENTS. Except as amended by this Amendment the Term Loan Note and the other Loan Documents, as the same may be amended by separate instrument on this same date, are in all respects ratified and confirmed by the parties hereto, including but not limited to the Warrants of Attorney authorizing any attorney-at-law to appear in any court to confess the judgment against Xxxxxxxx, and are in all instances valid and enforceable. Borrower hereby further represents and warrants that Borrower is not as of the date of the execution of this Amendment in breach of any of the terms of the Loan Documents and/or of any of Borrower’s obligations thereunder.

10. Borrower hereby affirmatively represents to Lender that as of the date of this Amendment:

(A) Borrower is in compliance with all affirmative covenants set forth in the Loan Documents; and

(B) Borrower has not violated any of the negative covenants set forth in the Loan Documents.

11. NO OFFSET OR COUNTERCLAIM. Borrower hereby represents and warrants to Lender that it has no claim or offset against, or defense, or counterclaim to, any obligation or liability owed by Borrower to Lender under the Term Loan Note, the Loan Agreement, and/or under any Loan Documents, and that Borrower hereby waives and releases Lender and all of its affiliates, officers, directors, agents, attorneys, employees, subsidiaries and representatives from any and all claims, offsets, defenses, and counterclaims of which such Borrower is aware or unaware, such waiver and release being in effect on the date hereof, Borrower having consulted legal counsel with respect thereto.

12. NO WAIVER BY THE LENDER. Except for the agreements set forth herein, this Amendment shall not be deemed to be a waiver of any of the Lender’s rights and/or remedies under the Loan Documents, unless such waiver is given, in writing and signed, by the Lender. The Lender is not hereunder waiving any of its rights or remedies relating to or arising out of any past, present or future Events of Default under any of the Loan Documents.

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13. NECESSARY CONSENTS. Borrower hereby represents and warrants that it has obtained all necessary consents from any and all senior and other lenders, including but not limited to any entity that Lender hereunder may have entered into a Subordination Agreement with, consenting to the amendment to the Term Loan and the terms set forth herein, and waiving any claim that Borrower and/or the Lender have violated any agreement, document or instruments between Borrower and/or the Lender and such entity.

14. FURTHER ASSURANCES. Xxxxxxxx agrees to execute and deliver such other instruments, documents or agreements and to take such actions as may from time to time, reasonably be required in order to effectuate the purpose and satisfy Borrower’s obligations under the terms of this Amendment.

15. SUCCESSORS AND ASSIGNS. This Amendment shall be applicable and inure to the benefit of the successors and assigns of the parties hereto.

16. WARRANT OF ATTORNEY. As set forth in Section 25 of the Loan Agreement, and consistent with the terms of the Term Loan Note, Borrower hereby irrevocably authorizes and empowers any attorney-at-law, including an attorney hired by Xxxxxx, to appear in any court of record, after the obligations become due, and to confess judgment against Borrower for the unpaid amount due and owing on the Term Loan Note as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, attorneys’ fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a copy of this Amendment and the Term Loan Note, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Borrower hereby waives the right to any injunction which would prevent Xxxxxx from taking judgment under this Amendment and/or under the Term Loan Note by confession, and any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on this Amendment and/or under the Term Loan Note have been paid in full. Xxxxxxxx waives any conflict of interest that an attorney hired by Xxxxxx may have in acting on behalf of Xxxxxxxx in confessing judgment against Xxxxxxxx while such attorney is retained by Xxxxxx. Xxxxxxxx expressly consents to such attorney acting for Xxxxxxxx in confessing judgment.

17. AMENDMENT TO THIS DOCUMENT. This Amendment may only be modified by written agreement executed by both parties hereto and shall not be deemed to have been amended by course of dealing or conduct of the parties.

18. CONTINUING VALIDITY. Except as modified by this Amendment, all remaining terms of the Loan Agreement, and the Loan Agreement, as modified hereby, shall continue to be valid and enforceable and Borrower hereby confirms and ratifies the continuing validity thereof.

XXXXXXXX ACKNOWLEDGES HAVING READ All THE PROVISIONS OF THIS AMENDMENT AND XXXXXXXX AGREES TO ITS TERMS. THIS AMENDMENT IS ENTERED INTO AND EXECUTED IN STARK COUNTY, OHIO AND DATED AS OF JUNE 5, 2024.

SIGNATURES ON THE NEXT PAGE

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IN WITNESS WHEREOF, the Lender and the Borrower have executed this Amendment on this 5th day of June, 2024.

WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

	BORROWER:
	HALL OF FAME RESORT & ENTERTAINMENT COMPANY
	By:	/s/ Xxxxxxx Xxxxxxxx
		Xxxxxxx Xxxxxxxx
	Its:	President & Chief Executive Officer
	LENDER:
	CITY OF CANTON, OHIO
	By:	/s/ Xxxxxxx X. Xxxxxx XX
		Xxxxxxx X. Xxxxxx XX
	Its:	Mayor, Canton OH

Approval as to form:

/s/ Xxxxx X. Xxxxx

Xxxxx X. Xxxxx

Law Director City of Canton, Ohio

June 5, 2024

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