Item 1.01 Entry into a Material Definitive Agreement.
On
On the Effective Date, the Company used approximately
The Term Loan Agreement contains customary affirmative and negative covenants
for this type of Term Loan, including without limitation (i) affirmative
covenants, including the maintenance of certain key contracts and content
rights, adherence to a detailed cash flow forecast including a hard cost and a
soft cost construction budget, and (ii) negative covenants, including
restrictions on additional indebtedness, prepayment of other indebtedness,
transactions with related parties, additional liens, dividends, investments and
advances, sales of assets, capital expenditures, mergers and acquisitions, and
standard prohibitions on change of control. Additionally, from the Effective
Date until repayment of the Term Loan, the Company must maintain, in an account
controlled by Aquarian (the "Proceeds Account"), cash and cash equivalents equal
to at least
The Company has provided collateral in connection with the Term Loan, including, with certain exceptions: (i) a perfected, first priority security interest in all real and intangible property of the Company, including cash and accounts (to be perfected through account control agreements), contracts, intellectual property, leases, plans and specifications, permits, licenses, approvals, entitlements, and development rights; (ii) a perfected first priority pledge of 100% of the portion of the ownership interests in the Company's subsidiaries; and (iii) a first mortgage, an assignment of leases and rents, and environmental indemnity covering the property owned by the Borrowers (collateral protection to include other customary documentation, including but not limited to deeds in lieu and cognovits, subject to prior exhaustion of all customary notice and cure periods in the event of default, as detailed in the Term Loan documents).
The Term Loan is guaranteed up to
In connection with the execution of the Term Loan Agreement and Guaranty, the Company paid customary fees and expenses.
The foregoing description of the Term Loan Agreement and the Guaranty does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Term Loan Agreement and the Guaranty, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
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A copy of the press release announcing the Company's entry into the Term Loan Agreement and the Guaranty is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Document
10.1+ Term Loan Agreement, datedDecember 1, 2020 , amongHall of Fame Resort & Entertainment Company ,HOF Village Newco, LLC , certain of its subsidiaries, andAquarian Credit Funding LLC Guaranty Agreement, datedDecember 1, 2020 , byIRG Master Holding , 10.2 Inc. 99.1 Press Release datedDecember 2, 2020 Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
+ Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of
Registration S-K. The registrant hereby agrees to furnish a copy of any omitted
schedules to the Commission upon request.
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