HOFV Hall of Fame Resort and Entertainment Company

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): January 11, 2024 

 

HALL OF FAME RESORT & ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware		001-38363		84-3235695
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2014 Champions Gateway

Canton, OH 44708

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (330) 754-3427

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		HOFV		Nasdaq Capital Market
Warrants to purchase 0.064578 shares of Common Stock		HOFVW		Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Amendment Number 10 to Term Loan Agreement

 

On January 11, 2024, Hall of Fame Resort & Entertainment Company (the “Company”), HOF Village Newco, LLC (“HOF Village”) and HOF Village Youth Fields, LLC (“HOFV YF”) entered into Amendment Number 10 to Term Loan Agreement (“Amendment Number 10”) with CH Capital Lending, LLC (“Lender”), an affiliate of our director Stuart Lichter.

 

Amendment Number 10, and the related amendments described below, were entered as a condition of closing the Transaction, defined below, to (i) release HOFV YF from certain debt instruments with Lender, IRG, LLC, a Nevada limited liability company, JKP Financial, LLC, a Delaware limited liability company, and Midwest Lender Fund, LLC, a Delaware limited liability company; (ii) partially release a mortgage by CH Capital Lending, LLC releasing the leasehold property owned by HOFV YF from the mortgage; and (iii) release collateral owned by HOFV YF from the security agreement.

 

Amendment Number 10 also memorializes the outstanding principal amount of $6,142,308.45 after applying proceeds from the Transaction and adding $4,400,000 back to the outstanding principal amount for funds immediately advanced to the Company resulting in a new loan amount of $10,542,308.45. Additionally, the Company and HOF Village irrevocably instructed the Purchaser (defined below) in the Transaction to deliver the Holdback Amount (defined below), if any, owing to HOF Village pursuant to the Transaction to Lender for and on behalf of the Company.

 

Amendment Number 10 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.

 

Second Amendment to Second Amended and Restated Secured Cognovit Promissory Note

 

On January 11, 2024, the Company and HOF Village entered into a Second Amendment to Second Amended and Restated Secured Cognovit Promissory Note (“Second Amendment to Second A&R Secured Cognovit Promissory Note with CH Capital Lending, LLC (“Lender”), an affiliate of our director Stuart Lichter.

 

The Second Amendment to Second A&R Secured Cognovit Promissory Note was entered to (i) credit $8,126,633.95 in proceeds from the closing of the Transaction toward the principal amount of $14,268,942.40 resulting in a balance of approximately $6,142,308.45; (ii) add $4,400,000 to the outstanding principal amount for funds immediately advanced to the Company resulting in a new loan amount of $10,542,308.45 with all other terms, covenants and conditions of the Note, the Loan Agreement and other Loan Documents remaining as originally written.

 

The Second Amendment to Second A&R Secured Cognovit Promissory Note 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.

 

Sixth Amendment to and Spreader of Pledge and Security Agreement

 

On January 11, 2024, the Company, HOF Village and HOFV YF entered into a Sixth Amendment to and Spreader of Pledge and Security Agreement (“Sixth Amendment & Spreader”) with CH Capital Lending, LLC (“Administrative Agent”), IRG, LLC, Midwest Lender Fund, LLC, affiliates of our director Stuart Lichter, and JKP Financial, LLC (collectively “Secured Parties”).

 

The Sixth Amendment & Spreader memorializes deletion of Article 9, the collateral section, of the existing Security Agreement with respect to the sports complex (i.e., youth fields).

 

The Sixth Amendment & Spreader is attached hereto as Exhibit 10.3 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.

 

Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing

 

On January 11, 2024, HOF Village Parking, LLC, HOF Village Hotel WP, LLC and HOF Village entered into a Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (“Fourth Amendment & Spreader”) with CH Capital Lending, LLC (“Administrative Agent” or “Secured Party”), an affiliate of our director Stuart Lichter.

 

 

The Fourth Amendment & Spreader was entered to secure indebtedness to the Lender and states (i) HOF Village Parking, LLC will mortgage, grant and convey its subleasehold interest in certain real property to Lender; (ii) HOF Village Hotel WP, LLC will mortgage, grant and convey its fee simple interest in certain real property to Lender; (iii) amend the existing mortgage to secure the obligations under all of the instruments; (iv) amend and spread the maximum principal indebtedness to Lender to include principal amounts of all the secured instruments and the total principal indebtedness shall not exceed $66,003,898.56, exclusive of interest, taxes, legal fees and costs advanced for preservation of the property; and (v) describes an event of default under the existing mortgage to include a failure to pay timely under, or to perform the other obligations under, any of the secured instruments.

 

The Fourth Amendment & Spreader is attached hereto as Exhibit 10.4 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.

 

Partial Release of Mortgage

 

On January 11, 2024, CH Capital Lending, LLC (“Administrative Agent”), IRG, LLC, Midwest Lender Fund, LLC, affiliates of our director Stuart Lichter, and JKP Financial, LLC (collectively “Lenders”) issued a partial release under the mortgage (“Partial Release”) made by HOFV YF, HOF Village Parking, LLC and HOF Village. The Secured Party released and discharged from the lien of the mortgage the sports complex portion of the leasehold estate.

 

The Partial Release is attached hereto as Exhibit 10.5 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.

 

Omnibus Release of Youth Fields Borrower from Certain Debt Instruments

 

On January 11, 2024, CH Capital Lending, LLC (“Administrative Agent”), IRG, LLC, Midwest Lender Fund, LLC, affiliates of our director Stuart Lichter, and JKP Financial, LLC (collectively “Lenders”) agreed to amend certain existing debt instruments and release certain real and personal property collateral and for the benefit of HOFV YF by way of an omnibus release of HOFV YF borrower form certain debt instruments (“Omnibus Release”).

 

In addition to releasing HOFV YF from certain debt instruments, the Omnibus Release memorializes the Lender’s agreement to contemporaneously release the mortgage, terminate applicable UCC financing statements, and execute the necessary amendments to terminate its security interest in certain real and personal property collateral.

 

The Omnibus Release is attached hereto as Exhibit 10.6 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 11 to Term Loan Agreement

 

On January 17, 2024, the Company and HOF Village (collectively “Term Loan Borrower”) entered into Amendment Number 11 to Term Loan Agreement (“Amendment Number 11”) with CH Capital Lending, LLC (“Lender”), an affiliate of our director Stuart Lichter.

 

Amendment Number 11 was entered to advance $2,200,000 to Term Loan Borrower resulting in an increase of the principal amount of the loan to a total of $12,751,934.09. In consideration for the advance, the Term Loan Borrower executed a Third Amendment to the Second Amended and Restated Note to reflect the increase in principal.

 

Amendment Number 11 is attached hereto as Exhibit 10.7 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.

 

 

Third Amendment to Second Amended and Restated Secured Cognovit Promissory Note

 

On January 17, 2024, the Company and HOF Village, entered into a Third Amendment to Second Amended and Restated Secured Cognovit Promissory Note (“Third Amendment to Second A&R Secured Cognovit Promissory Note”) with CH Capital Lending, LLC (“Lender”), an affiliate of our director Stuart Lichter.

 

The Third Amendment to Second A&R Secured Cognovit Promissory Note was entered to increase by $2,200,000 the principal amount under the Note resulting in an increase in the maximum principal amount from $10,551,934.09 to $12,751,934.09 with all other terms, covenants and conditions of the Note, the Loan Agreement and other Loan Documents remaining as originally written.

 

The Third Amendment to Second A&R Secured Cognovit Promissory Note is attached hereto as Exhibit 10.8 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.

 

Item 8.01 Other Events.

 

On January 11, 2024, HOF Village completed the sale to Sandlot Facilities, LLC (“Purchaser”) for a $10 million purchase price, subject to adjustment (the “Purchase Price”), of 80% of a newly formed limited liability company named Sandlot HOFV Canton SC, LLC (“Sports Complex Newco”), to which the Company, HOF Village and HOF Village Youth Fields, LLC had contributed the ForeverLawn Sports Complex business prior to closing (the “Transaction”). The Transaction occurred pursuant to the terms of the previously disclosed Membership Interest Purchase Agreement, dated December 22, 2023 (the “Purchase Agreement”), among the Company, HOF Village, Purchaser and Sandlot Youth Sports Holdings, LLC (“Purchaser Guarantor”)

 

Under the Purchase Agreement, the Purchaser held back $1.5 million of the Purchase Price (the “Holdback Amount”) to secure certain indemnification obligations of the Company and HOF Village, which holdback will be released by Purchaser for HOF Village in three $500,000 increments at 6, 12 and 18 months after the January 11, 2024 closing date of the Transaction (the “Closing”), subject to post-Closing adjustment of the Purchase Price and any indemnification claims pursuant to the Purchase Agreement.

 

Under the Purchase Agreement, at the Closing, HOF Village entered into certain commercial arrangements that consist of (i) the Facilities Management Agreement between HOF Village and Sports Complex Newco, pursuant to which HOF Village provides certain facilities services to Sports Complex Newco, (ii) the Marketing and SC Programming Collaboration Agreement among HOF Village, Sports Complex Newco and Purchaser Guarantor, pursuant to which the parties thereto collaborate with regard to marketing and programming of the ForeverLawn Sports Complex, (iii) the Marketing and CFP Programming Collaboration Agreement between HOF Village and Sports Complex Newco, pursuant to which the parties thereto collaborate with regard to marketing and programming at the Center for Performance, and (iv) the Food and Beverage Services Agreement between HOF Village and Sports Complex Newco, pursuant to which HOF Village provides certain food and beverage services to Sports Complex Newco.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Document
10.1		Amendment Number 10 to Term Loan Agreement, dated January 11, 2024 by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, collectively as borrower, and CH Capital Lending, LLC, as administrative agent and lender
10.2		Second Amendment to Second Amended and Restated Secured Cognovit Promissory Note, dated January 11, 2024 by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, collectively as borrower, and CH Capital Lending, LLC, as lender
10.3		Sixth Amendment to and Spreader of Pledge and Security Agreement, dated January 11, 2024 by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, collectively as grantor, and CH Capital Lending, LLC as administrative agent/collateral agent and IRG, LLC, JKP Financial, LLC, and Midwest Lender Fund, LLC, collectively secured parties
10.4		Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated January 11, 2024 by HOF Village Youth Fields, LLC, HOF Village Parking, LLC, HOF Village Newco, LLC, collectively as grantor, and CH Capital Lending, LLC as administrative agent or secured party
10.5		Partial Release of Mortgage, dated January 11, 2024 by CH Capital Lending, LLC as administrative agent or secured party
10.6		Omnibus Release of Youth Fields Borrower from Certain Debt Instruments, dated January 11, 2024 by CH Capital Lending, LLC as administrative agent and IRG, LLC, JKP Financial, LLC and Midwest Lender Fund, LLC, collectively Lenders for the benefit of HOF Village Youth Fields, LLC
10.7		Amendment Number 11 to Term Loan Agreement, dated January 17, 2024 by Hall of Fame Resort & Entertainment Company and HOF Village Newco, LLC, collectively as borrower, and CH Capital Lending, LLC, as administrative agent and lender
10.8		Third Amendment to Second Amended and Restated Secured Cognovit Promissory Note, dated January 17, 2024 by Hall of Fame Resort & Entertainment Company and HOF Village Newco, LLC, collectively as borrower, and CH Capital Lending, LLC, as administrative agent and lender
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	HALL OF FAME RESORT & ENTERTAINMENT COMPANY
	By:	/s/ Michael Crawford
		Name:	Michael Crawford
		Title:	President and Chief Executive Officer
Dated: January 18, 2024

 

 

5

Exhibit 10.1

 

 

AMENDMENT NUMBER 10 TO TERM LOAN AGREEMENT

 

among

 

HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND THE OTHER
PERSONS SIGNATORY HERETO AS BORROWERS

 

as Borrowers

 

and

 

THE LENDER PARTY HERETO,

as Lender

 

and

 

CH CAPITAL LENDING, LLC,

as Administrative Agent and Lender

 

dated as of January 11, 2024

 

 

 

AMENDMENT NUMBER 10 TO TERM LOAN AGREEMENT

 

This AMENDMENT NUMBER 10 TO TERM LOAN AGREEMENT (this “Amendment”) dated as of January 11, 2024 (the “Effective Date”) is made by and among Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOF Resort & Entertainment”, HOF Village Newco, LLC, a Delaware limited liability company (“HOF Newco”), and HOF Village YOUTH FIELDS, LLC, a Delaware limited liability company (“HOF Youth Fields”; each of HOF Resort & Entertainment, Newco, and HOF Youth Fields is individually referred to herein as a “Borrower,” and they are collectively referred to herein as “Borrowers”), CH CAPITAL LENDING, LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, “Administrative Agent”), and CH CAPITAL LENDING, LLC, a Delaware limited liability company, (together with its successors and/or assigns in its capacity as a Lender under the Loan Agreement (as defined below), “Lender”).

 

PRELIMINARY STATEMENTS:

 

A. Borrowers, Administrative Agent, and Lender are parties to that certain Term Loan Agreement dated December 1, 2020, (a) as amended by Amendment Number 1 to Term Loan Agreement dated January 28, 2021, Amendment Number 2 to Term Loan Agreement dated February 15, 2021, Amendment Number 3 to Term Loan Agreement dated August 30, 2021, Amendment Number 4 to Term Loan Agreement dated August 30, 2021, and Amendment Number 5 to Term Loan Agreement dated December 15, 2021, (b) as assigned to Administrative Agent and Lender pursuant to that certain Assignment of Loan and Loan Documents, dated March 1, 2022, by and among Aquarian Credit Funding LLC, as the previous Administrative Agent, Investors Heritage Life Insurance Company, as the previous Lender, and CH Capital Lending, LLC, as the new Administrative Agent and the new Lender, (c) as affected by that certain Assumption and Joinder Agreement to Loan Agreement, dated as of March 1, 2022, executed and delivered by HOFV Youth Fields to Administrative Agent, and (d) as further amended by Amendment Number 6 to Term Loan Agreement dated March 1, 2022, Amendment Number 7 to Term Loan Agreement dated July 31, 2022, Amendment Number 8 to Term Loan Agreement dated November 7, 2022, as modified by that certain Modification Agreement effective as of October 6, 2023, and Amendment Number 9 to Term Loan Agreement dated December 8, 2023 (all of the foregoing, collectively, the “Existing Loan Agreement”). The Existing Loan Agreement, as amended by this Amendment, and as it may be further amended, restated, supplemented, waived, assigned, or otherwise modified from time to time is referred to herein as the “Loan Agreement”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

 

B. The outstanding principal balance of the Loan, as of December 29, 2023, inclusive of interest through said date, is $14,268,942.40, which principal balance shall be reduced as a result of the Sandlot Transaction (as hereinafter defined) by an amount equal to the Sandlot Proceeds (as hereinafter defined) and subsequently increased by an amount equal to the Section 4 Advance (as hereinafter defined);

 

 

C. Administrative Agent, Borrowers, and Lender desire to amend the Loan Agreement as set forth in this Amendment.

 

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. Release of Youth Fields. Concurrently with this Amendment, the following documents are being executed in connection with the release of HOF Youth Fields and the collateral owned by HOF Youth Fields as a requirement for and condition to the consummation of the Sandlot Transaction (collectively, the “Releases”):

 

a.

Omnibus Release of Youth Fields Borrower from Certain Debt Instruments made by Lender, IRG, LLC, a Nevada limited liability company, JKP FINANCIAL, LLC, a Delaware limited liability company, and/or MIDWEST LENDER FUND, LLC, a Delaware limited liability company in favor of HOF Youth Fields, dated as of the Effective Date, releasing HOF Youth Fields from the Loan Agreement and Loan Documents.

 

b.

Partial Release of Mortgage by made Lender, dated as of the Effective Date, releasing the leasehold property owned by HOF Youth Fields from the Mortgage.

 

c.

Sixth Amendment and Spreader of Pledge and Security Agreement, dated as of the Effective Date, releasing the collateral owned by HOF Youth Fields from the Security Agreement.

 

2. Hotel Parcel Mortgage. In consideration for and concurrently with the granting of the Releases by Administrative Agent and Lender, and the advance of the new loan described in Section 4 below, Borrowers shall cause HOF Village Hotel WP, LLC (or such other entity as is currently in title to the Hotel Parcel) to record a Fourth Amendment to and Spreader of Mortgage (“Fourth Amendment”) on the Hotel Parcel in favor of Lender. The form of the Fourth Amendment is attached hereto as Exhibit A. Borrowers shall, within five business days after the Effective Date of this Amendment, seek the consent of ErieBank, the holder of the first mortgage on the parcel of real property commonly known as the Waterpark Hotel Parcel, being Stark County Auditor Tax Parcel Number 10014330 (the “Hotel Parcel”), to release its mortgage on the Hotel Parcel such that the Fourth Amendment shall constitute the first and best lien on the Hotel Parcel.

 

10th Amendment to Loan Agreement [removing Youth Fields] (former Aquarian) 

 

 

3. Sandlot Proceeds. Borrowers are parties to that certain Asset Purchase and Sale Agreement with Sandlot HOFV Canton SC, LLC which is scheduled to close promptly following the Effective Date, along with that certain Membership Interest Purchase Agreement (the “MIPA”), by and among Sandlot Facilities, LLC, a Delaware limited liability company, Sandlot Youth Sports Holdings, LLC, a Delaware limited liability company, and HOF Resort & Entertainment and other ancillary agreements (collectively, the “Sandlot Transaction”). The Sandlot Transaction is an Asset Sale under the Loan Agreement and in accordance with Section 5.13 of the Loan Agreement, and pursuant to the Loan Agreement, the Required Prepayment Percentage for an Asset Sale is 100%. In consideration of and for the foregoing, the granting of the Releases and the making of the Section 4 Advance, Borrowers shall direct the purchasers in the Sandlot Transaction that all Net Cash Proceeds payable to any Borrower on closing day as the result of any Asset Sale (the “Sandlot Proceeds”) shall be deposited by directly into an account opened and maintained by, and in the name of, Administrative Agent/Lender (the “Sandlot Proceeds Account”) which shall be the owner of the Sandlot Proceeds Account. The amount of the Sandlot Proceeds, less costs and expenses including legal fees paid to counsel for Lender, shall be deemed a pay down of the Loan, the outstanding principal balance of which shall be ___________________Dollars ($_______) after the deposit into the Sandlot Proceeds Account and prior to the Section 4 Advance. Further, under the provisions of Section 9.05 of the MIPA, the Holdback Amount (as defined in the MIPA) of $1,500,000, less any disbursements made from the Holdback Amount as authorized under the terms of the MIPA, is to be paid to one or more Borrowers in installments at intervals beginning approximately six (6) months after the closing date of the Sandlot Transaction (the “Holdback Payments”). Borrowers shall direct the purchasers in the Sandlot Transaction and holders of the Holdback Amount to deposit directly into the Sandlot Proceeds Account any and all of the Holdback Payments as and when they become due. Borrowers hereby grant Administrative Agent a first priority security interest in all of Borrowers’ right, title and interest in the Holdback Payments, and the proceeds thereof, and authorize Administrative Agent to file financing statements evidencing such security interest with the appropriate filing officers. The Holdback Payments shall also be deemed a pay down of the Loan upon receipt.

 

4. Loan of Sandlot Proceeds. Promptly following the closing of the Sandlot Transaction, and provided that the Sandlot Proceeds (less costs and expenses including legal fees paid to counsel for Lender) were received by Lender in the Sandlot Proceeds Account, Lender agrees to loan to Borrowers Four Million Four Hundred Thousand and 00/100 Dollars ($4,400,000.00) (the “Section 4 Advance”) and such amount shall be added to the outstanding principal balance under the Loan such that the outstanding principal balance of the Loan after the Section 4 Advance is and will be ___________________Dollars ($_______). Lender shall give consideration to requests from Borrowers for additional advances from the Sandlot Proceeds Account, which advances shall be made by Lender in the exercise of its sole and absolute discretion. Any funds drawn from the Sandlot Proceeds Account shall be added to the outstanding principal balance under the Loan. In connection with any advance, Borrowers shall execute a Second Amendment to the Second Amended and Restated Note to reflect the increase in the principal amount (the “Second Amendment to Note”). The form of the Second Amendment to Note is attached hereto as Exhibit B.

 

5. 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.

 

10th Amendment to Loan Agreement [removing Youth Fields] (former Aquarian) 

 

 

6. 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 in all respects.

 

7. 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.

 

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

 

10th Amendment to Loan Agreement [removing Youth Fields] (former Aquarian) 

 

 

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 YOUTH FIELDS, LLC
	each, a Delaware limited liability company
	By:	/s/ Michael Crawford
	Name:	Michael Crawford
	Title:	President and Chief Executive Officer

 

[Signatures Continue on Next Page]

 

[Signature Page to Amendment Number 10 to Term Loan Agreement] 

 

 

Administrative Agent:
CH CAPITAL LENDING, LLC,
a Delaware limited liability company, in its capacity as Administrative Agent
By:	Holdings SPE Manager, LLC,
a Delaware limited liability company, its Manager
By:	/s/ John A. Mase
Name:	John A. Mase
Title:	Chief Executive Officer

 

Lender:
CH CAPITAL LENDING, LLC,
a Delaware limited liability company, in its capacity as Lender
By:	Holdings SPE Manager, LLC,
a Delaware limited liability company, its Manager
By:	/s/ John A. Mase
Name:	John A. Mase
Title:	Chief Executive Officer

 

[Signature Page to Amendment Number 10 to Term Loan Agreement] 

 

 

Exhibit A

Fourth Amendment to and Spreader of Mortgage

 

[See Attached]

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit B

Second Amendment to the Second Amended and Restated Note

 

[See Attached]

 

 

 

 

 

 

 

 

 

Exhibit 10.2

 

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
SECURED COGNOVIT PROMISSORY NOTE

 

$10,542,308.45

January 11, 2024 (the “Effective Date”)

 

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURED COGNOVIT PROMISSORY NOTE (this “Amendment”) is made as of January 11, 2024 between Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”), and HOF Village Newco, LLC, a Delaware limited liability company (“HOFV Newco”), (HOFREC, and HOFV Newco, are referred to herein, individually or collectively as the context may require, as “Borrower”), as makers, hereby unconditionally promise to pay to CH Capital Lending, LLC, a Delaware limited liability company (together with its successors and/or assigns in its capacity as a Lender under the Loan Agreement (as defined below), “Lender”), pursuant to the Loan Agreement (as defined below) and the Second Amended and Restated Secured Cognovit Promissory Note executed by Borrower and Lender on March 17, 2023 and effective as of November 7, 2022 (the “Second A&R Note”) with interest thereon to be computed in accordance with that certain Modification Agreement dated October 6, 2023, as amended by that certain First Amendment to Second Amended and Restated Secured Cognovit Promissory Note executed by Borrower on December 8, 2023, effective as of November 30, 2023 (collectively with the Second A&R Note, as amended, restated, amended and restated, supplemented, waived, refinanced, renewed, replaced, extended or otherwise modified from time to time, the “Note”), all to be paid in accordance with the terms of the Note.

 

RECITALS

 

WHEREAS, Lender is the holder of the Note in the principal amount of $14,268,942.40 as of December 29, 2023, inclusive of interest through said date, which principal balance shall be reduced as a result of the Sandlot Transaction (as defined in the Tenth Amendment) by an amount equal to the Sandlot Proceeds (as hereinafter defined), and subsequently increased by an amount equal to the Section 4 Advance (as defined in the Tenth Amendment), which Note is secured by certain liens against certain real property and certain assets, as cross-collateralized with certain other debt instruments.

 

WHEREAS, Lender is the Administrative Agent pursuant to that certain Term Loan Agreement dated December 1, 2020 by and among Borrower, certain affiliates of Borrower, and Aquarian Credit Funding LLC, as the previous administrative agent (a) as amended by Amendment Number 1 to Term Loan Agreement dated January 28, 2021, Amendment Number 2 to Term Loan Agreement dated February 15, 2021, Amendment Number 3 to Term Loan Agreement dated August 30, 2021, Amendment Number 4 to Term Loan Agreement dated August 30, 2021, and Amendment Number 5 to Term Loan Agreement dated December 15, 2021, (b) as assigned to Administrative Agent and Lender pursuant to that certain Assignment of Loan and Loan Documents, dated March 1, 2022, by and among Aquarian Credit Funding LLC, as the previous Administrative Agent, Investors Heritage Life Insurance Company, as the previous Lender, and CH Capital Lending, LLC, as the new Administrative Agent and the new Lender, (c) as affected by that certain Assumption and Joinder Agreement to Loan Agreement, dated as of March 1, 2022, executed and delivered by HOFV Village Youth Fields, LLC (“HOF Youth Fields”) to Administrative Agent, and (d) as further amended by Amendment Number 6 to Term Loan Agreement dated March 1, 2022, Amendment Number 7 to Term Loan Agreement dated July 31, 2022, Amendment Number 8 to Term Loan Agreement dated as of November 7, 2022, as modified by that certain Modification Agreement effective as of October 6, 2023, Amendment Number 9 to Term Loan Agreement dated as of December 8, 2023, and that certain Amendment Number 10 to Term Loan Agreement dated as of January 11, 2024 (the “Tenth Amendment”) (all of the foregoing and as it may be further amended, restated, supplemented, waived, assigned, or otherwise modified from time to time is referred to herein as the, collectively, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

 

Second Amendment to Second A&R Note CH Capital Lending (former Aquarian)

 

 

WHEREAS, pursuant to that certain Omnibus Release of Youth Fields Borrower from Certain Debt Instruments made by Lender, IRG, LLC, a Nevada limited liability company, JKP FINANCIAL, LLC, a Delaware limited liability company, and/or MIDWEST LENDER FUND, LLC, a Delaware limited liability company in favor of HOF Youth Fields, dated as of January 11, 2024 (the “Youth Fields Release”), HOF Youth Fields was released from the Note, the Loan Agreement and Loan Documents.

 

WHEREAS, pursuant to the Tenth Amendment, the Proceeds of the Sandlot Transaction were deposited in the Sandlot Proceeds Account as a Mandatory Prepayment under Section 2.10 of the Loan Agreement and in consideration for (a) the giving of the Youth Fields Release, and (b) the making of an additional advance to Borrower by Lender in the amount of $4,400,000.

 

WHEREAS, after the Mandatory Prepayment in connection with the Sandlot Transaction, the outstanding principal balance on the Loan was Six Million One Hundred Forty-Two Thousand Three Hundred Eight and 45/100 Dollars ($6,142,308.45).

 

NOW, THEREFORE, in consideration of the above and of the mutual agreements herein contained, the undersigned parties agree to the following:

 

1. Maximum Principal Amount. The Maximum Principal Amount under the Note, as stated in the Second Amended and Restated Secured Cognovit Promissory Note is hereby (a) decreased from Fourteen Million Two Hundred Sixty-Eight Thousand Nine Hundred Forty-Two and 40/100ths Dollars ($14,268,942.40), to Six Million One Hundred Forty-Two Thousand Three Hundred Eight and 45/100 Dollars ($6,142,308.45) constituting a reduction as a result of the Mandatory Prepayment made in connection with the Sandlot Transaction, and (b) increased by Four Million Four Hundred Thousand Dollars ($4,400,000) to reflect the additional advance made by Lender to Borrower in said amount. After the changes described in clauses (a) and (b) above, the Maximum Principal Amount under the Note is and shall be Ten Million Five Hundred Forty-Two Thousand Three Hundred Eight and 45/100 Dollars ($10,542,308.45).

 

2. No Other Change. Except as modified herein, all of the terms, covenants and conditions of the Note, the Loan Agreement and other Loan Documents shall remain as originally written. The Note shall remain in full force and effect in all respects as if the unpaid balance of the principal, with the interest accrued thereon, had originally been payable as provided for herein. Nothing herein shall affect or impair any rights and powers which Lender may have thereunder. Except as modified herein, all of the terms, covenants and conditions of the Note shall remain as originally written.

 

Second Amendment to Second A&R Note CH Capital Lending (former Aquarian)

 

 

3. No Setoffs. Borrower hereby declares that Borrower has no setoffs, counterclaims, defenses or other causes of action against Lender arising out of the Loan or any documents mentioned herein; and to the extent any such setoffs, counterclaims, defenses or other causes of action may exist, whether known or unknown, such items are hereby waived by Borrower.

 

4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (e.g. “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.

 

5. Captions. The captions and headings of various sections of this Amendment and exhibits pertaining hereto are for convenience only and not to be considered as defining or limiting in any way the scope or intent of the provisions hereof.

 

6. Warrant of Attorney. Borrower authorizes any attorney at law to appear in any court of record in the State of Ohio or in any other state or territory of the United States of America after the loan evidenced by the Note becomes due, whether by acceleration or otherwise, to waive the issuing and service of process, and to confess judgment against Borrower in favor of Lender for the amount then appearing due on the Note, together with costs of suit, and thereupon to waive all errors and all rights of appeal and stays of execution. Borrower waives any conflict of interest that an attorney hired by Lender may have in acting on Borrower’s behalf in confessing judgment against Borrower while such attorney is retained by Lender. Borrower expressly consents to such attorney acting for Borrower in confessing judgment and to such attorney’s fee being paid by Lender or deducted from the proceeds of collection of this Note or collateral security therefor.

 

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Signatures commence on following page.]

 

Second Amendment to Second A&R Note CH Capital Lending (former Aquarian)

 

 

IN WITNESS WHEREOF, this Amendment has been executed by the undersigned as of the date and year first above written.

 

Borrower:

 

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 ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

 

HALL OF FAME RESORT &
ENTERTAINMENT COMPANY,

a Delaware corporation

 

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

 

Second Amendment to Second A&R Note CH Capital Lending (former Aquarian)

 

 

Borrower, cont.:

 

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 ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

 

HOF VILLAGE NEWCO, LLC,
a Delaware limited liability company

 

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

 

Second Amendment to Second A&R Note CH Capital Lending (former Aquarian)

 

 

Lender:

 

CH CAPITAL LENDING, LLC,
a Delaware limited liability company,
in its capacity as Agent

 

By:	Holdings SPE Manager, LLC,
	a Delaware limited liability company,
	its Manager

 

By:	/s/ John A. Mase
	Name:	John A. Mase
	Title:	Chief Executive Officer

 

Agent, by its signature below, hereby consents to the provisions of this Amendment. Without limiting the foregoing, (a) the indebtedness evidenced by this Note and Amendment shall be considered “Permitted Indebtedness” under the Loan Agreement, (b) the shares of HOFREC Common Stock to be issued upon conversion of all or any portion of the indebtedness evidenced by this Note shall be considered “Permitted Equity Issuances” under the Term Loan Agreement, and (c) Agent hereby consents to the Security Interests granted to Agent and Lender.

 

Agent:

 

CH CAPITAL LENDING, LLC,
a Delaware limited liability company,
in its capacity as Agent

 

By:	Holdings SPE Manager, LLC,
	a Delaware limited liability company,
	its Manager

 

By:	/s/ John A. Mase
	Name:	John A. Mase
	Title:	Chief Executive Officer

 

Second Amendment to Second A&R Note CH Capital Lending (former Aquarian)

 

 

Agreed and accepted by cross-collateralized lenders:

 

IRG, LLC,

a Nevada limited liability company

 

By:	S.L. Properties, Inc.,
	a Delaware corporation,
	its Manager

 

By:	/s/ John A. Mase
	Name:	John A. Mase
	Title:	Chief Executive Officer

 

JKP FINANCIAL, LLC,

a Delaware limited liability company

 

By:	/s/ John A. Mase
	Name:	John A. Mase
	Title:	Chief Executive Officer

 

MIDWEST LENDER FUND, LLC,
a Delaware limited liability company

 

By:	S.L. Properties, Inc.,
	a Delaware corporation,
	its Manager

 

By:	/s/ Stuart Lichter
	Name:	Stuart Lichter
	Title:	President

 

Second Amendment to Second A&R Note CH Capital Lending (former Aquarian)

 

 

Exhibit 10.3

 

SIXTH AMENDMENT TO AND SPREADER OF
PLEDGE AND SECURITY AGREEMENT

 

This SIXTH AMENDMENT TO AND SPREADER OF PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is effective as of January 11, 2024 (the “Effective Date”), by (i) Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”), HOF Village Newco, LLC, a Delaware limited liability company (“HOF Newco”), and HOF Village Youth Fields, LLC, a Delaware limited liability company (“HOF Youth Fields”; HOFREC, HOF Newco, and HOF Youth Fields are collectively referred to herein as “Grantors”); and (ii) CH CAPITAL LENDING, LLC, a Delaware limited liability company, in its role as Administrative Agent/Collateral Agent (in such capacity, “Administrative Agent/Collateral Agent”) for (a) CH Capital Lending, LLC, a Delaware limited liability company (“CH Capital Lending”), (b) IRG, LLC, a Nevada limited liability company (“IRG, LLC”), (c) JKP Financial, LLC, a Delaware limited liability company (“JKP Financial”), and (d) Midwest Lender Fund, LLC, a Delaware limited liability company (“Midwest Lender Fund”; CH Capital Lending, IRG, LLC, JKP Financial, and Midwest Lender Fund are referred to herein, collectively, as the “Secured Parties”).

 

RECITALS:

 

A. Grantors and Administrative Agent/Collateral Agent are the current parties to that certain Pledge and Security Agreement, dated as of December 1, 2020, as affected and amended by (i) that certain Joinder Agreement to Pledge and Security Agreement dated as of February 17, 2021, (ii) that certain First Amendment to Pledge and Security Agreement dated as of December 15, 2021, (iii) that certain Joinder Agreement to Pledge and Security Agreement dated as of March 1, 2022, (iv) that certain Second Amendment to Pledge and Security Agreement dated as of July 31, 2022 (the “Second Amendment”), (v) that certain Third Amendment to Pledge and Security Agreement dated as of November 7, 2022, (vi) that certain Fourth Amendment and Spreader to Pledge and Security Agreement dated effective as of November 7, 2022, and (vii) that certain Fifth Amendment and Spreader to Pledge and Security Agreement dated effective as of December 8, 2023 (as so affected and amended, the “Existing Security Agreement”). The Existing Security Agreement, as amended by this Amendment and as it may further be amended, restated, amended and restated, supplemented, refinanced, renewed, replaced, extended or otherwise modified from time to time, is referred to herein as the “Security Agreement.”

 

B.   Reference is further made to the following agreements and instruments (collectively, amended, restated, amended and restated, supplemented, refinanced, renewed, replaced, extended or otherwise modified from time to time, the “Secured Instruments”):

 

(i) That certain Term Loan Agreement (as amended, restated, supplemented, waived, or otherwise modified from time to time, including by an amendment dated effective as of the Effective Date, the “Term Loan Agreement”), dated as of December 1, 2020, among the entities identified therein as co-borrowers, and Aquarian Credit Funding LLC, as lead arranger, administrative agent, collateral agent and representative of the lenders party thereto, as assigned to CH Capital Lending (in its capacity as Administrative Agent and in its capacity as Lender), on March 1, 2022, and all agreements, instruments, and promissory notes executed in connection with the Term Loan Agreement, including that certain Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $8,786,700.61, as amended by that certain First Amendment to Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of December 8; 2023 in the original principal amount of $14,139,153.54;

 

Sixth Amendment to Pledge and Security Agreement

 

 

(ii) That certain Joinder and First Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $10,504,940.89, from Grantors to CH Capital Lending;

 

(iii) That certain Joinder and Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $4,273,543.46, from Grantors to IRG, LLC;

 

(iv) That certain Joinder and Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $4,273,543.46, from Grantors to JKP Financial;

 

(v)   That certain Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $9,097,203.95, from Grantors to JKP Financial; and

 

(vi) That certain Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $4,000,000.00, from Grantors to Midwest Lender Fund.

 

C.   Grantors and Administrative Agent/Collateral Agent (on its own behalf and on behalf of the Secured Parties) wish to amend the Existing Security Agreement, upon the terms and conditions set forth in this Amendment.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors and Administrative Agent/Collateral Agent hereby agree as follows:

 

1. Recitals; Definitions. The foregoing Recitals are hereby incorporated into this Amendment as if set forth in full herein. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings herein as ascribed to such terms in the Security Agreement.

 

2. Youth Fields Article 9 Collateral. The Section 3.01(a-1) of the Existing Security Agreement, as previously amended and restated in the Second Amendment, is hereby deleted in its entirely and substituted with the following: “Intentionally Deleted.”

 

3. Miscellaneous.

 

(a) Except as expressly modified by this Amendment, the terms and provisions of the Security Agreement are hereby ratified and confirmed and shall continue in full force and effect. The Security Agreement shall continue to be legal, valid, binding and enforceable, in accordance with its terms, on all of the Grantors and Administrative Agent/Collateral Agent. Not in limitation of the foregoing, but for the sake of clarity, HOFREC and HOF Newco shall remain fully bound by the terms and provisions of the Security Agreement without diminishment or interruption, and any and all Collateral shall remain subject to the terms and provisions of the Security Agreement except as expressly modified by this Amendment.

 

(b) The provisions of this Amendment are independent of and separable from each other. If any provision hereof shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof, but this Amendment shall be construed as if such invalid or unenforceable provision had never been contained herein.

 

(c) This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.

 

[Remainder of page intentionally left blank; signature pages follow]

 

Sixth Amendment to Pledge and Security Agreement

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment effective as of the Effective Date first written above.

 

Grantors:
HALL OF FAME RESORT &
ENTERTAINMENT COMPANY,
a Delaware corporation
By:	/s/ Michael Crawford
	Name:	Michael Crawford
	Title:	President and Chief Executive Officer
HOF VILLAGE NEWCO, LLC,
a Delaware limited liability company
By:	/s/ Michael Crawford
	Name:	Michael Crawford
	Title:	President and Chief Executive Officer
HOF VILLAGE YOUTH FIELDS, LLC,
a Delaware limited liability company
By:	/s/ Michael Crawford
	Name:	Michael Crawford
	Title:	President and Chief Executive Officer

 

Sixth Amendment to Pledge and Security Agreement

 

 

Administrative Agent/Collateral Agent:

 

CH CAPITAL LENDING, LLC,
a Delaware limited liability company,
as Administrative Agent/Collateral Agent

 

By:

Holdings SPE Manager, LLC, a Delaware limited liability company, its Manager

 

	By:	/s/ John A. Mase
		Name:	John A. Mase
		Title:	Chief Executive Officer

 

Agreed and accepted by cross-collateralized lenders:

 

IRG, LLC,
a Nevada limited liability company

 

By:

S.L. Properties, Inc., a Delaware corporation, its Manager

 

	By:	/s/ John A. Mase
		Name:	John A. Mase
		Title:	Chief Executive Officer

 

JKP FINANCIAL, LLC,
a Delaware limited liability company

 

By:	/s/ John A. Mase
	Name:	John A. Mase
	Title:	Chief Executive Officer

 

MIDWEST LENDER FUND, LLC,
a Delaware limited liability company

 

By:

S.L. Properties, Inc., a Delaware corporation, its Manager

 

	By:	/s/ Stuart Lichter
		Name:	Stuart Lichter
		Title:	President

 

 

Sixth Amendment to Pledge and Security Agreement

 

 

 

Exhibit 10.4

 

FOURTH AMENDMENT TO AND SPREADER OF OPEN-END FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING

 

THIS FOURTH AMENDMENT TO AND SPREADER OF OPEN-END FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Fourth Amendment”) is made as of January 11, 2024 (the “Effective Date”) by and between HOF VILLAGE PARKING, LLC, a Delaware limited liability company (“Parking Grantor”), HOF VILLAGE HOTEL WP, LLC, a Delaware limited liability company (“Hotel Grantor”), HOF VILLAGE NEWCO, LLC, a Delaware limited liability company (the “Fee Grantor”) (Parking Grantor, Hotel Grantor, and Fee Grantor, collectively, “Grantor”), and CH CAPITAL LENDING, LLC, a Delaware limited liability company, as administrative agent for the Lenders (together with its successors and assigns in such capacity hereinafter referred to as “Administrative Agent” or “Secured Party”) having an address of 11111 Santa Monica Blvd., Suite 800, Los Angeles, California 90025.

 

PRELIMINARY STATEMENTS

 

A. Reference is hereby made to (i) that certain Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 1, 2020, from Parking Grantor, Fee Grantor, HOF Village Youth Fields, LLC, and HOF Village Stadium, LLC in favor of Administrative Agent, recorded on December 2, 2020 as Instrument No. 202012020053155 in the Stark County, Ohio Records (“Original Mortgage”), as partially released by (ii) that certain Partial Release of Mortgage, dated as of December 15, 2021, recorded on December 17, 2021 as Instrument No. 202112170065680 in the Stark County, Ohio Records (“First Release”), as assigned by (iii) that certain Assignment of Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of March 1, 2022, recorded on March 3, 2022 as Instrument No. 202203030009630 in the Stark County, Ohio Records, as amended by (iv) that certain First Amendment to and Spreader of Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of March 1, 2022, recorded on March 3, 2022 as Instrument No. 202203030009751 in the Stark County, Ohio Records (“First Amendment to Mortgage”), as partially released by (v) that certain Partial Release of Mortgage, dated as of November 7, 2022, recorded on November 18, 2022 as Instrument No. 202211180047984 in the Stark County, Ohio Records, (vi) that certain Second Amendment to and Spreader of Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, executed on March 17, 2023, effective as of November 7, 2022, recorded on March 23, 2023 as Instrument No. 202303230008694 in the Stark County, Ohio Records, (vii) that certain Third Amendment to and Spreader of Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated on December 4, 2023, recorded on December __, 2023 as Instrument No. ___________ in the Stark County, Ohio Records, and (viii) that certain Partial Release of Mortgage December [__], 2023, recorded on [December] __, [2023] as Instrument No. ___________ in the Stark County, Ohio Records (as so partially released, assigned, and amended, collectively the “Existing Mortgage”).

 

Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage (CHCL former Aquarian)

 

 

B. Fee Grantor is the owner in fee simple of those certain parcels of real property described on Exhibit A-2 attached hereto and made a part hereof (collectively, the “Fee Premises”).

 

C. Parking Grantor is the owner of a subleasehold estate in that certain parcel of real property described on Exhibit A-2 attached hereto and made a part hereof (the “Parking Leasehold Premises”).

 

D. Hotel Grantor is the owner in fee simple of that certain parcel of real property described on Exhibit A-1 attached hereto and made a part hereof (the “Hotel Premises”).

 

E. Reference is hereby made to Fee Grantor, Leasehold Grantor and Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC” along with Fee Grantor and Leasehold Grantor, collectively the “Borrowers”), along with Administrative Agent as parties to that certain Term Loan Agreement dated December 1, 2020, (a) as amended by Amendment Number 1 to Term Loan Agreement dated January 28, 2021, Amendment Number 2 to Term Loan Agreement dated February 15, 2021, Amendment Number 3 to Term Loan Agreement dated August 30, 2021, Amendment Number 4 to Term Loan Agreement dated August 30, 2021, and Amendment Number 5 to Term Loan Agreement dated December 15, 2021, (b) as assigned to Administrative Agent and Lender (as defined therein) pursuant to that certain Assignment of Loan and Loan Documents, dated March 1, 2022, by and among Aquarian Credit Funding LLC, as the previous Administrative Agent, Investors Heritage Life Insurance Company, as the previous Lender, and CH Capital Lending, LLC, as the new Administrative Agent and the new Lender, (c) as affected by that certain Assumption and Joinder Agreement to Loan Agreement, dated as of March 1, 2022, executed and delivered by HOFV Youth Fields to Administrative Agent, and (d) as further amended by Amendment Number 6 to Term Loan Agreement dated March 1, 2022, Amendment Number 7 to Term Loan Agreement dated July 31, 2022, Amendment Number 8 to Term Loan Agreement dated November 7, 2022, as modified by that certain Modification Agreement effective as of October 6, 2023, Amendment Number 9 to Term Loan Agreement dated as of December 4, 2023 and that certain Amendment Number 10 to Term Loan Agreement dated as of December [__], 2023 (all of the foregoing, collectively, the “Term Loan Agreement”.) To the extent a capitalized term is not defined herein such term shall have the meaning given to it in the Term Loan Agreement.

 

F. Reference is further made to the following agreements and instruments (collectively, the “Secured Instruments”):

 

(i) that certain Second Amended and Restated Secured Cognovit Promissory Note (the “Note”), dated effective as of November 7, 2022, in the original principal amount of $8,786,700.61 made in connection with the Term Loan Agreement, as amended, restated, supplemented, waived, assigned, or otherwise modified from time to time, including that certain First Amendment to Second Amended and Restated Secured Cognovit Promissory Note made by Borrowers to Administrative Agent, dated effective as of December 4, 2023, increasing the principal amount of the Note to $14,139,153.54;

 

(ii) That certain Joinder and First Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $10,504,940.89, as amended, restated, supplemented, waived, assigned, or otherwise modified from time to time, from Borrowers to CH Capital Lending, LLC, a Delaware limited liability company (“CH Capital Lending”);

 

Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage (CHCL former Aquarian)

 

 

(iii) That certain Joinder and Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $4,273,543.46, as amended, restated, supplemented, waived, assigned, or otherwise modified from time to time, from Borrowers to IRG, LLC, a Nevada limited liability company (“IRG, LLC”);

 

(iv) That certain Joinder and Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $4,273,543.46, as amended, restated, supplemented, waived, assigned, or otherwise modified from time to time, from Borrowers to JKP Financial, LLC, a Delaware limited liability company (“JKP Financial”),

 

(v) That certain Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $9,097,203.95, as amended, restated, supplemented, waived, assigned, or otherwise modified from time to time, from Borrowers to JKP Financial; and

 

(vi) That certain Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $4,000,000.00, as amended, restated, supplemented, waived, assigned, or otherwise modified from time to time, from Borrowers to Midwest Lender Fund, LLC, a Delaware limited liability company.

 

(“Midwest Lender Fund”; CH Capital Lending (in its capacity as a lender), IRG, LLC, JKP Financial, and Midwest Lender Fund are collectively referred to herein as “Lenders”).

 

G. Grantor and the other entities that comprise Borrowers are jointly and severally liable for all obligations under the Secured Instruments.

 

H. Pursuant to the terms of the Secured Instruments, all of the obligations of Borrower under the Secured Instruments are secured by the Existing Mortgage, as amended by this Fourth Amendment.

 

I. Grantor will directly benefit from the loans evidenced by the Secured Instruments, since the real property interests held by Grantor, which are encumbered by the Existing Mortgage, are part of the Hall of Fame Village, the continuing development of which is being financed partially by the loans evidenced by the Secured Instruments.

 

J. Grantor has therefore agreed, in consideration for the loans evidenced by the Secured Instruments, to amend the Existing Mortgage such that (i) the Existing Mortgage shall secure all obligations under all of the Secured Instruments, (ii) the maximum principal indebtedness secured by the Existing Mortgage (as amended by this Fourth Amendment) shall be Sixty-Six Million Three Thousand Eight Hundred Ninety-Eight and 56/100 Dollars ($66,003,898.56), exclusive of interest, taxes, legal fees and costs advanced for preservation of the Property, as fully and completely as though said amount were stated in the Existing Mortgage.

 

Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage (CHCL former Aquarian)

 

 

K. Borrowers and Administrative Agent, in its capacity as the Administrative Agent under the Loan Agreement and the Lender under the Loan Agreement, have entered into that certain Amendment Number 9 and Amendment Number 10 to Term Loan Agreement and pursuant to the terms set forth therein, including an increase of the principal amount under the Note, the parties have agreed to enter into this Fourth Amendment.

 

AGREEMENT

 

In consideration of the mutual promises hereinafter contained and of other valuable consideration, the receipt and sufficiency of which are acknowledged, the parties acknowledge the preliminary statements and agree as follows:

 

1. Preliminary Statements. The foregoing Preliminary Statements are hereby incorporated into this Fourth Amendment as if set forth in full herein.

 

2. Additional Property.

 

a. Hotel Premises. To secure to Administrative Agent the Indebtedness, Hotel Grantor does hereby mortgage and warrant, grant and convey to Administrative Agent the fee estate and all rights related thereto in the real property commonly known as the Hotel Waterpark Parcel located in the City of Canton, County of Stark, State of Ohio, and more particularly described on Exhibit A-1 attached hereto and the same is hereby added to Exhibit A attached to the Existing Mortgage. All defined terms within the Existing Mortgage shall also include the Hotel Premises fee estate, to the extent applicable. The effect of the foregoing is that the Existing Mortgage shall (i) encumber the Hotel Premises, as more particularly described on Exhibit A-1, and (ii) continue, without interruption, to encumber the Play Action Plaza Parcel, and the Parking Parcel subleasehold estate, as more particularly described on Exhibit A-2.

 

(b) Each reference to the Mortgage in any other Loan Document is deemed to refer to the Existing Mortgage as amended and modified by this Fourth Amendment. This Fourth Amendment is deemed incorporated into each of the Loan Documents by reference. To the extent that any term or provision of this Fourth Amendment is or may be inconsistent with any term or provision in the Existing Mortgage, the term or provision of this Fourth Amendment will control.

 

(c) Grantor hereby confirms that the Existing Mortgage, as amended and modified by this Fourth Amendment, and the Property pledged therein, continue as collateral for, without limitation, the Indebtedness, unimpaired and in full force and effect.

 

3. Amendment and Spreader. The Existing Mortgage is amended such that (a) it shall in each and every instance and respect be deemed to secure the obligations under all of the Secured Instruments; (b) the maximum principal amount under the Existing Mortgage (as amended by this Fourth Amendment) shall be deemed amended and spread to include the principal amounts of all of the Secured Instruments, and the total principal indebtedness outstanding shall not exceed Sixty-Six Million Three Thousand Eight Hundred Ninety-Eight and 56/100 Dollars ($66,003,898.56), exclusive of interest, taxes, legal fees and costs advanced for preservation of the Property (collectively, the “Indebtedness”); and (c) an Event of Default under the Existing Mortgage (as amended by this Fourth Amendment) shall be deemed to include the failure to pay timely under, or to perform the other obligations under, any of the Secured Instruments, in accordance with the terms and conditions of said Loan Documents.

 

Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage (CHCL former Aquarian)

 

 

4. Collateral Continues Unimpaired. Grantor hereby confirms that the Existing Mortgage, as amended and modified by this Fourth Amendment, and the Property pledged therein, continue as collateral for, without limitation, the Indebtedness and the other obligations under the Secured Instruments, unimpaired and in full force and effect.

 

5. Incorporation by Reference; Definitional Matters.

 

(a) This Fourth Amendment is deemed incorporated into each of the Secured Instruments by reference. Each reference in any Secured Instrument to the Existing Mortgage or to the “Mortgage” is deemed to refer to the Existing Mortgage as amended and modified by this Fourth Amendment. Each reference in the Existing Mortgage to the “Loan Documents” is deemed to include the Existing Mortgage, this Fourth Amendment, all of the Secured Instruments, and all agreements, instruments, and documents executed and delivered in connection therewith.

 

(b) Each reference in the Existing Mortgage to the “Note” is deemed to refer, collectively, to all of the Secured Instruments. Each reference in the Existing Mortgage to the “Debt” is deemed to refer, collectively, to all amounts payable by Grantor and by the other entities that comprise Borrower under all of the Secured Instruments.

 

(c) In the event of any inconsistency between any term or provision of the Existing Mortgage and any term or provision of this Fourth Amendment, the term or provision of this Fourth Amendment will control. In the event of any inconsistency between any term or provision of the Existing Mortgage (as amended by this Fourth Amendment) and any term or provision of the other Secured Instruments, the term or provision of the other Secured Instruments will control.

 

6. Representations. Grantor hereby represents and warrants to Administrative Agent and Lenders that (a) Grantor has the legal power and authority to execute and deliver this Fourth Amendment; (b) the persons executing this Fourth Amendment on behalf of Grantor have been duly authorized to execute and deliver the same and bind Grantor with respect to the provisions hereof; (c) the execution and delivery hereof by Grantor and the performance and observance by Grantor of the provisions hereof do not violate or conflict with the organizational documents of Grantor or any law applicable to Grantor, nor result in a breach of any provisions of or constituting default under any agreement, instrument or document binding upon or enforceable against Grantor; (d) this Fourth Amendment constitutes a valid and binding obligation upon Grantor in every respect; and (e) no default exists under or as defined in any of the Secured Instruments, and no event currently exists that, given the passage of time or the giving of notice or both, would constitute such a default.

 

7. Counterparts. This Fourth Amendment may be executed in any number of counterparts, all of which shall constitute a single agreement.

 

Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage (CHCL former Aquarian)

 

 

8. Successors and Assigns. This Fourth Amendment is binding upon, and inures to the benefit of, Grantor and Administrative Agent, and their respective heirs, executors, administrators, successors and assigns.

 

9. Governing Law. This Fourth Amendment is deemed made in the State of Ohio, and shall be governed by the laws of the State of Ohio.

 

10. Effect of Fourth Amendment; Ratification. Except as amended and modified by this Fourth Amendment, the terms and provisions of the Existing Mortgage remain unchanged, and will remain in full force and effect unless and until modified or amended in writing in accordance with the provisions of the Existing Mortgage (as amended by this Fourth Amendment), and are hereby ratified and confirmed. Except as expressly provided in this Fourth Amendment, this Fourth Amendment does not constitute an amendment, waiver, consent, or release with respect to any provision of any Secured Instrument or other Loan Document, a waiver of any default or event of default under any Secured Instrument or other Loan Document, or a waiver or release of any of Administrative Agent’s rights or remedies (all of which are hereby reserved). To the extent not specifically amended in this Fourth Amendment, Grantor ratifies and confirms all the terms and conditions, representations and warranties set forth in the Existing Mortgage, the Secured Instruments and other Loan Documents, and every other document delivered by Grantor to Administrative Agent and Lenders.

 

11. No Claim. Grantor agrees that Grantor has no defense, set off, counterclaim, discount, or charge of any kind against Administrative Agent or any of the Lenders, or their officers, directors, employees, agents or attorneys with respect to the Existing Mortgage and the other Secured Instruments.

 

12. Section Headings. All Section headings, footers, and headers in this Fourth Amendment are for reference only and are not a part of the substantive provisions of this Fourth Amendment.

 

(No further text on this page-Signature page follows)

 

Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage (CHCL former Aquarian)

 

 

IN WITNESS WHEREOF, Grantor has executed this Fourth Amendment as of the day and year first above written.

 

	GRANTOR:
	HOF VILLAGE NEWCO, LLC,
	HOF VILLAGE PARKING, LLC
	HOF VILLAGE HOTEL WP, LLC
	each a Delaware limited liability company
	By:	/s/ Michael Crawford
		Name:	Michael Crawford
		Title:	President and Chief Executive Officer

 

ACKNOWLEDGMENT

 

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

 

STATE OF CALIFORNIA	)
	) ss.
COUNTY OF __________________	)

 

On _______________________, 2023, before me, ____________________________________, Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

 

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

 

WITNESS my hand and official seal.	(Seal)
_____________________________________

 

Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage (CHCL former Aquarian)

 

 

IN WITNESS WHEREOF, Administrative Agent has executed this Fourth Amendment as of the day and year first above written.

 

	ADMINISTRATIVE AGENT:
	CH CAPITAL LENDING, LLC, a Delaware limited liability company
	By:	Holdings SPE Manager, LLC
		a Delaware limited liability company,
		its Manager
	By:	/s/ John A. Mase
	Name:	John Mase
	Title:	Chief Executive Officer

 

ACKNOWLEDGMENT

 

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

 

STATE OF CALIFORNIA	)
	) ss.
COUNTY OF LOS ANGELES	)

 

On _______________________, 2023, before me, ____________________________________, Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

 

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

 

WITNESS my hand and official seal.	(Seal)
_____________________________________

 

Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage (CHCL former Aquarian)

 

 

Prepared by:

John W. Waldeck, Jr., Esq.

Walter | Haverfield LLP

The Tower at Erieview

1301 E. Ninth Street, Suite 3500

Cleveland, Ohio 44114

 

 

 

 

 

 

 

 

Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage (CHCL former Aquarian)

 

 

EXHIBIT A-1

Legal Description for Hotel Premises

 

Situated in the City of Canton, Stark County, State of Ohio, being all of O.L. 1463 on that certain Pro Football Hall of Fame Replat and Vacation recorded in the Office of the Recorder of Stark County as Instrument Number 202108120041822, containing 1.6420 acres, more or less.

 

 

 

 

 

 

 

 

Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage (CHCL former Aquarian)

 

 

EXHIBIT A-2

 

Legal Description

for HOF Village Newco Fee Estate, Play Action Plaza Fee Estate, and HOF Parking

Subleasehold Estate

 

HOF Village Newco Fee Estate, Play Action Plaza Fee Estate

 

Situated in the City of Canton, Stark County, Ohio, and known as O.L. 1479 on that certain HOF Village Replat recorded in the Office of the Recorder of Stark County as Instrument No. 202203250013418, containing 3.10 acres, more or less.

Parcel No. 10015054

 

The Property address is: 2101 Champions Gtwy NW, Canton, OH 44708

 

(continued on next page)

 

Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage (CHCL former Aquarian)

 

 

EXHIBIT A-2 (cont’d)

 

Legal Description

for HOF Village Parking Subleasehold Estate

 

Situated in the City of Canton, Stark County, and State of Ohio, also known as being part of Out Lot No. 1380 in the Replat of Canton City Lots 34196-34207, part of Lot 34965, Out Lot 536, 705 recorded in instrument number 201602170005863 of the Stark County Records and bounded and described as follows:

 

Commencing at an iron pin at the intersection of the Northerly line of 17th Street (50 feet wide) and the easterly line of Clarendon Avenue (50 feet wide), thence North 01° 28’47” East along the said easterly line of Clarendon Avenue, a distance of 162.00 feet to an iron pin set thereon and being the Place of Beginning of the parcel of land herein described;

 

Thence North 01° 28’47” East continuing along the said easterly line of Clarendon Avenue, a distance of 328.86 feet to the southwesterly corner of Fulton Heights Addition as recorded in Plat Volume 9 Page 54 of the Stark County Records, said point being referenced by a 3/4 inch iron pin found 0.65 feet north and 1.17 feet east;

 

Thence South 88°34’05” East along the southerly line of Fulton Heights Addition, a distance of 580.00 feet to a 3/4 inch iron pin found 0.09 feet north of a northwesterly corner of Out Lot 1379 as recorded in Instrument Number 201602170005863 of the Stark County Records;

 

Thence South 01°37’34” West along a westerly line of said Out Lot 1379, a distance of 496.21 feet to an iron pin set on the said northerly line of 17th Street;

 

Thence North 88°02’18” West along the said northerly line of 17th Street, a distance of 370.76 feet to an iron pin set at a point thereon;

 

Thence North 01°28’47” East along a new division line, a distance of 162.00 feet to an iron pin set;

 

Thence North 88°02’18” West along a new division line, a distance of 209.00 feet to the place of beginning of the parcel of land herein described and containing 5.7870 acre of land according to a survey by Atwell, LLC under the supervision of Alex E. Marks PS 8616 and being the same more or less and being subject to all legal highways.

 

All iron pins set are 5/8 inch iron pins 30 inches in length and capped “ATWELL”

 

Parcel Nos. 10011071, 243225, 1000719

 

Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage (CHCL former Aquarian)

 

 

LESS AND EXCEPT the following:

 

Situated in the City of Canton, Stark County, and State of Ohio, and being part of OL 1380 and 705 as shown on the replat recorded in Instrument Number 201602170005863 of the Stark County Records, and being more fully bounded and described as follows:

 

Beginning at a point on the northerly line of 17^th Street (50 feet) at the southeasterly corner of said OL 1380;

 

Course No. 1: thence North 88°02’18” West along the northerly line of said 17^th Street, a distance of 60.19 feet to a point;

 

Course No. 2: thence North 01°37’34” East, a distance of 495.65 feet to a point on the northerly line of OL 1380;

 

Course No. 3: thence South 88°34’05” East along the northerly line of OL 1380, a distance of 60.19 feet to a point;

 

Course No. 4: thence South 01°37’34” West, a distance of 496.21 feet to the Place of Beginning of the parcel of land herein described, containing 0.6853 acre of land according to a survey by Atwell LLC under the supervision of Alex E. Marks PS 8616 and being the same more or less and being subject to all legal highways and easements.

 

(Such exception parcel being a portion of Parcel Nos. 10011071 and 243225.)

 

Fourth Amendment to and Spreader of Open-End Fee and Leasehold Mortgage (CHCL former Aquarian)

 

 

Exhibit 10.5

 

PARTIAL RELEASE OF MORTGAGE

 

This Partial Release of Mortgage, made as of the 11 day of January, 2024, by CH CAPITAL LENDING, LLC, a Delaware limited liability company, as administrative agent for the Lenders (together with its successors and assigns in such capacity hereinafter referred to as “Administrative Agent” or “Secured Party”) having an address of 11111 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. (“Mortgagee”), under that certain Mortgage (as defined below) made by HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company (“Leasehold Grantor”), HOF VILLAGE PARKING, LLC, a Delaware limited liability company (“Parking Grantor”), and HOF VILLAGE NEWCO, LLC, a Delaware limited liability company (the “Fee Grantor”) (Leasehold Grantor, Parking Grantor and Fee Grantor, collectively, “Grantor”).

 

Administrative Agent being the holder of (i) that certain Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 1, 2020, from Grantor and certain other parties in favor of Administrative Agent, recorded on December 2, 2020 as Instrument No. 202012020053155 in the Stark County, Ohio Records, as partially released by (ii) that certain Partial Release of Mortgage, dated as of December 15, 2021, recorded on December 17, 2021 as Instrument No. 202112170065680 in the Stark County, Ohio Records, as assigned by (iii) that certain Assignment of Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of March 1, 2022, recorded on March 3, 2022 as Instrument No. 202203030009630 in the Stark County, Ohio Records, as amended by (iv) that certain First Amendment to and Spreader of Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of March 1, 2022, recorded on March 3, 2022 as Instrument No. 202203030009751 in the Stark County, Ohio Records, as partially released by (v) that certain Partial Release of Mortgage, dated as of November 7, 2022, recorded on November 18, 2022 as Instrument No. 202211180047984 in the Stark County, Ohio Records, (vi) that certain Second Amendment to and Spreader of Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, executed on March 17, 2023, effective as of November 7, 2022, recorded on March 23, 2023 as Instrument No. 202303230008694 in the Stark County, Ohio Records, and (vii) that certain Third Amendment to and Spreader of Open-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, effective as of December 8, 2023, recorded on December [__], 2023 as Instrument No. [______________] in the Stark County, Ohio Records (as so partially released, assigned, and amended, collectively, the “Mortgage”).

 

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mortgagee does hereby release and discharge from the lien of the Mortgage the portion of the Premises described on Exhibit A-1, attached hereto and incorporated herein, together with the Mortgaged Property in connection therewith (the “Released Premises”), without however in any manner releasing the portion of the Premises described on attached Exhibit A-2 or Exhibit A-3 (such Premises, together with the Mortgaged Property in connection therewith being the “Retained Premises”).

 

This Partial Release of Mortgage shall not impair the lien of the Mortgage as to the Retained Premises described on Exhibit A-2 and Exhibit A-3 hereto. After giving effect to this Partial Release of Mortgage, the Mortgage is and remains a valid and continuing lien on the Retained Premises described on Exhibit A-2 and Exhibit A-3, but is fully released as to the Released Premises.

 

[No further text on this page; Signature pages follow]

 

Partial Release of Mortgage (Youth Fields) (former Aquarian)

 

 

IN WITNESS WHEREOF, this instrument has been executed on the date of acknowledgement indicated below.

 

	Administrative Agent:
	CH CAPITAL LENDING, LLC,
	a Delaware limited liability company,
	as Administrative Agent/Collateral Agent
	By:	Holdings SPE Manager, LLC,
		a Delaware limited liability company,
		its Manager

 

	By:	/s/ John A. Mase
	Name:	John A. Mase
	Title:	Chief Executive Officer

 

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

 

STATE OF CALIFORNIA	)
	)  ss.
COUNTY OF LOS ANGELES	)

 

On January __, 2024, before me, ________________________________, Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

 

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

 

WITNESS my hand and official seal.		(Seal)

 

Partial Release of Mortgage (Youth Fields) (former Aquarian)

 

 

Agreed and accepted by cross-collateralized lenders:

 

IRG, LLC,
a Nevada limited liability company
By:	S.L. Properties, Inc.,
	a Delaware corporation,
	its Manager

 

	By:	/s/ John A. Mase
		Name:	John A. Mase
		Title:	Chief Executive Officer

 

JKP FINANCIAL, LLC,
a Delaware limited liability company
By:	/s/ John A. Mase
	Name:	John A. Mase
	Title:	Chief Executive Officer

 

MIDWEST LENDER FUND, LLC,
a Delaware limited liability company
By:	S.L. Properties, Inc.,
	a Delaware corporation,
	its Manager

 

	By:	/s/ Stuart Lichter
		Name:	Stuart Lichter
		Title:	President

 

Prepared by:

John W. Waldeck, Jr., Esq.

Walter | Haverfield LLP

The Tower at Erieview

1301 E. Ninth Street, Suite 3500

Cleveland, Ohio 44114

 

Partial Release of Mortgage (Youth Fields) (former Aquarian)

 

 

EXHIBIT A-1

 

Legal Description

for HOF Village Youth Fields

Leasehold Estate

 

[See Attached]

 

 

 

 

 

Partial Release of Mortgage (Youth Fields) (former Aquarian)

 

 

Situated in the City of Canton, County of Stark and State of Ohio:

 

And known as being a part of Out Lots No. 706 and 535 in the City of Canton as recorded in a Dedication Plat recorded in Plat Book Volume 31, Page 77 of Stark County Plat Records, also known as being part of parcels now or formerly owned by Canton CSD (Parcel 28-0033) and (Parcel 28-0017) as recorded in Volume 1893, Page 534 of Stark County Records and bounded and described as follows:

 

Commencing at the intersection of centerline of Clarendon Avenue, varies in width, and the centerline of 17th Street, 50 feet wide;

 

Thence South 88 degrees 02 minutes 18 seconds East, along said centerline of 17th Street, a distance of 50.38 feet to a point thereon;

 

Thence South 01 degrees 57 minutes 42 seconds West, a distance of 25.00 feet to a point on a Southerly line of 17th Street, said point also being the place of beginning of the land herein to be described:

 

Thence South 88 degrees 02 minutes 18 seconds East, along said southerly line of 17th Street, a distance of 1270.91 feet to a point on a Westerly line of 1-77, varies in width, as recorded in a ODOT STA.-8-11.17 Plat in Plat Book Volume 32, Page 202 of Stark County Plat Records;

 

Thence South 37 degrees 22 minutes 38 seconds East, along said Westerly line of I-77, a distance of 39.25 feet to a point thereon;

 

Thence South 09 degrees 05 minutes 30 seconds West, continuing along Westerly line of I-77, a distance of 225.00 feet to a point thereon;

 

Thence South 14 degrees 52 minutes 09 seconds West, continuing along Westerly line of I-77, a distance of 597.90 feet to a point on a Northerly line of Helen Place, 50 feet wide;

 

Thence North 88 degrees 05 minutes 51 seconds West, along said Northerly line of Helen Place, a distance of 1127.58 feet to a point of curvature;

 

Thence Northwesterly along the arc of a curve deflecting to the right. 31.27 feet, said arc having a radius of 20.00 feet and a chord which bears North 43 degrees 18 minutes 32 seconds West, a distance of 28.18 feet to a point on the Easterly line of Clarendon Avenue;

 

Thence North 01 degrees 28 minutes 47 seconds East, along said Easterly line of Clarendon Avenue, a distance of 797.60 feet to a point of curvature;

 

Thence Northeasterly along the arc of a curve deflecting to the right, 31.58 feet, said arc having a radius of 20.00 feet and a chord which bears North 46 degrees 43 minutes 15 seconds East, a distance of 28.40 feet to the place of beginning of the land herein described.

 

Containing 23.8650 Acres, 1,039,558 Square feet of land.

 

PPN: 280017 & 280033

 

Partial Release of Mortgage (Youth Fields) (former Aquarian)

 

 

EXHIBIT A-2

 

Legal Description

for HOF Village Newco Fee Estate

 

Play Action Plaza

 

Situated in the City of Canton, Stark County, Ohio, and known as O.L. 1479 on that certain HOF Village Replat recorded in the Office of the Recorder of Stark County as Instrument No. 202203250013418, containing 3.10 acres, more or less.

 

Parcel No. 10015054

 

The Property address is:  2101 Champions Gtwy NW, Canton, OH 44708

 

Partial Release of Mortgage (Youth Fields) (former Aquarian)

 

 

EXHIBIT A-3

 

Legal Description

for HOF Village Parking Subleasehold Estate

 

Situated in the City of Canton, Stark County, and State of Ohio, also known as being part of Out Lot No. 1380 in the Replat of Canton City Lots 34196-34207, part of Lot 34965, Out Lot 536, 705 recorded in instrument number 201602170005863 of the Stark County Records and bounded and described as follows:

 

Commencing at an iron pin at the intersection of the Northerly line of 17th Street (50 feet wide) and the easterly line of Clarendon Avenue (50 feet wide), thence North 01° 28’47” East along the said easterly line of Clarendon Avenue, a distance of 162.00 feet to an iron pin set thereon and being the Place of Beginning of the parcel of land herein described;

 

Thence North 01° 28’47” East continuing along the said easterly line of Clarendon Avenue, a distance of 328.86 feet to the southwesterly corner of Fulton Heights Addition as recorded in Plat Volume 9 Page 54 of the Stark County Records, said point being referenced by a 3/4 inch iron pin found 0.65 feet north and 1.17 feet east;

 

Thence South 88°34’05” East along the southerly line of Fulton Heights Addition, a distance of 580.00 feet to a 3/4 inch iron pin found 0.09 feet north of a northwesterly corner of Out Lot 1379 as recorded in Instrument Number 201602170005863 of the Stark County Records;

 

Thence South 01°37’34” West along a westerly line of said Out Lot 1379, a distance of 496.21 feet to an iron pin set on the said northerly line of 17th Street;

 

Thence North 88°02’18” West along the said northerly line of 17th Street, a distance of 370.76 feet to an iron pin set at a point thereon;

 

Thence North 01°28’47” East along a new division line, a distance of 162.00 feet to an iron pin set;

 

Thence North 88°02’18” West along a new division line, a distance of 209.00 feet to the place of beginning of the parcel of land herein described and containing 5.7870 acre of land according to a survey by Atwell, LLC under the supervision of Alex E. Marks PS 8616 and being the same more or less and being subject to all legal highways.

 

All iron pins set are 5/8 inch iron pins 30 inches in length and capped “ATWELL”

 

Parcel Nos. 10011071, 243225, 1000719

 

Partial Release of Mortgage (Youth Fields) (former Aquarian)

 

 

LESS AND EXCEPT the following:

 

Situated in the City of Canton, Stark County, and State of Ohio, and being part of OL 1380 and 705 as shown on the replat recorded in Instrument Number 201602170005863 of the Stark County Records, and being more fully bounded and described as follows:

 

Beginning at a point on the northerly line of 17^th Street (50 feet) at the southeasterly corner of said OL 1380;

 

Course No. 1: thence North 88°02’18” West along the northerly line of said 17^th Street, a distance of 60.19 feet to a point;

 

Course No. 2: thence North 01°37’34” East, a distance of 495.65 feet to a point on the northerly line of OL 1380;

 

Course No. 3: thence South 88°34’05” East along the northerly line of OL 1380, a distance of 60.19 feet to a point;

 

Course No. 4: thence South 01°37’34” West, a distance of 496.21 feet to the Place of Beginning of the parcel of land herein described, containing 0.6853 acre of land according to a survey by Atwell LLC under the supervision of Alex E. Marks PS 8616 and being the same more or less and being subject to all legal highways and easements.

 

(Such exception parcel being a portion of Parcel Nos. 10011071 and 243225.)

 

Partial Release of Mortgage (Youth Fields) (former Aquarian)

 

 

8

Exhibit 10.6

 

OMNIBUS RELEASE OF YOUTH FIELDS BORROWER FROM CERTAIN DEBT INSTRUMENTS

 

This OMNIBUS RELEASE OF YOUTH FIELDS BORROWER FROM CERTAIN DEBT INSTRUMENTS (this “Agreement”) dated as of January 11, 2024 (the “Effective Date”) is made by CH Capital Lending, LLC, a Delaware limited liability company, in its capacity as a lender and as administrative agent for itself and the other lenders, IRG, LLC, a Nevada limited liability company, JKP Financial, LLC, a Delaware limited liability company, and/or Midwest Lender Fund, LLC, a Delaware limited liability company (collectively, together with its successors and assigns, the “Lenders”) in favor of HOF Village Youth Fields, LLC, a Delaware limited liability company (the “Released Borrower”).

 

PRELIMINARY STATEMENTS:

 

WHEREAS, the Released Borrower, along with HOF Village Newco, LLC, a Delaware limited liability company (“Newco”) and Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”) (Released Borrower, Newco and HOFREC are collectively referred to as “HOF Makers”) are obligated for certain debts and have made certain covenants and agreed to certain restrictions, under the terms of the following secured instruments (collectively, the “Existing IRG Debt Instruments”):

 

(a)

that certain Term Loan Agreement (as amended or modified from time to time), dated December 1, 2020, by and between HOF Makers, certain affiliates of Newco, and Aquarian Credit Funding LLC, as assigned to CH Capital Lending, LLC, a Delaware limited liability company, in its capacity as “Administrative Agent” for itself and the other lenders, on March 1, 2022, and all agreements, instruments, and promissory notes executed in connection with such Term Loan Agreement, including that certain Second Amended and Restated Secured Cognovit Promissory Note from HOF Makers, dated effective as of November 7, 2022 and that certain First Amendment to Second Amended and Restated Secured Cognovit Promissory Note from HOF Makers, dated effective as of December 8, 2023 (the “Term Loan Agreement”).

 

(b)

that certain Joinder and First Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, from HOF Makers to CH Capital Lending, LLC, a Delaware limited liability company;

 

(c)

that certain Joinder and Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, from HOF Makers to IRG, LLC, a Nevada limited liability company;

 

(d)

that certain Joinder and Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, from HOF Makers to JKP Financial, LLC, a Delaware limited liability company;

 

(e)

that certain Secured Cognovit Promissory Note, dated effective as of November 7, 2022, from HOF Makers to JKP Financial, LLC, a Delaware limited liability company; and

 

 

(f)

that certain Secured Cognovit Promissory Note, dated effective as of November 7, 2022, from HOF Makers to Midwest Lender Fund, LLC, a Delaware limited liability company.

 

WHEREAS, Lenders and Administrative Agent have agreed to (i) the release of certain real and personal property collateral, and (ii) the release of Released Borrower, on the terms and conditions set forth in this Agreement.

 

WHEREAS, Released Borrower, Lenders and Administrative Agent desire to amend the Existing IRG Debt Instruments 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. Release of Released Borrower. The Administrative Agent and Lenders hereby release (as of the Effective Date) the Released Borrower from any and all liabilities and obligations to any of Administrative Agent and/or Lenders, arising under, pursuant to or in connection with the Existing IRG Debt Instruments other than those liabilities and obligations that expressly survive the termination of the Loan Agreement. Consequently, except as provided in this Agreement, all references to “Borrowers” or “ Borrower” in the Existing IRG Debt Instruments and applicable ancillary documents shall exclude the Released Borrower, and the Released Borrower shall no longer be a borrower for any purpose under the Existing IRG Debt Instruments. The remaining Borrowers shall be (1) HOFREC, and (2) Newco (collectively “Remaining Borrowers”)

 

SECTION 2. Termination of Security Interests. Concurrently with the execution of this Agreement, Administrative Agent shall execute the Sixth Amendment to Pledge and Security Agreement dated as the same date as this Agreement between the HOF Makers and the Administrative Agent, and such Sixth Amendment to be in the form of Exhibit A, attached hereto and incorporated by reference herein (“Sixth Amendment to Pledge”).

 

SECTION 3. Release of Mortgage and Termination of UCC Financing Statements. As of the Effective Date, Administrative Agent shall execute and deliver to Chicago Title Insurance Company, 1111 Superior Avenue, Suite 600, Cleveland, OH 44114 (“Chicago Title Insurance Company”) an original Partial Release of Mortgage to be in the form of Exhibit B, attached hereto and incorporated by reference herein (“Partial Release of Mortgage”). Administrative Agent is further authorized and directed to, and hereby agrees to promptly file necessary documents to evidence the termination of any security interest evidenced by a UCC Financing Statement with respect to (i) the Released Borrower, and (ii) any Collateral owned by the Released Borrower, including without limitation all UCC-3 Terminations for the UCC-1s filed in the State of Delaware on June 8, 2023 with Filing Number 20234128772.

 

Omnibus Release of Youth Fields Borrower

 

 

SECTION 4. Representations and Warranties. This Agreement constitutes the legal, valid and binding obligations of the parties, enforceable against the parties 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 entity which is a party thereto, and (i) will not violate (A) any provision of law, statute, rule or regulation, or of Governing Documents of any party (B) any order of any Governmental Authority or arbitrator or (C) any provision of any indenture, agreement or other instrument to which any party is a party or by which any of them or any of their property is or may be bound, including any contractual obligation, or (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.

 

SECTION 5. 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 Agreement 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 Agreement, nor any part or provision of this Agreement, 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. Notwithstanding the foregoing, Administrative Agent agrees to deliver the Release of Mortgage in a form reasonably acceptable to Chicago Title Insurance Company as required to effectuate the release and termination of the Mortgage.

 

SECTION 6. No Other Changes; Ratification. Except as specifically amended hereby, the terms, provisions and conditions of the Existing IRG Debt Instruments shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, provisions and conditions of the Existing IRG Debt Instruments are hereby ratified and confirmed in all respects.

 

SECTION 7. Counterparts. This Agreement 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 8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio without regard to any conflicts of law principles that would direct the application of the laws of any jurisdiction.

 

[Signatures follow]

 

Omnibus Release of Youth Fields Borrower 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

	Lenders:
	CH CAPITAL LENDING, LLC,
	a Delaware limited liability company,
	as Administrative Agent/Collateral Agent
	By:	Holdings SPE Manager, LLC,
		a Delaware limited liability company,
		its Manager
		By:	/s/ John A. Mase
		Name:	John A. Mase
		Title:	Chief Executive Officer
	IRG, LLC,
	a Nevada limited liability company
	By:	S.L. Properties, Inc.,
		a Delaware corporation,
		its Manager
		By:	/s/ John A. Mase
		Name:	John A. Mase
		Title:	Chief Executive Officer
	JKP FINANCIAL, LLC,
	a Delaware limited liability company
	By:	/s/ John A. Mase
		Name:	John A. Mase
		Title:	Chief Executive Officer

 

[Signatures Continue on Next Page]

 

[Signature Page to Omnibus Release of Youth Fields Borrower]

 

 

	MIDWEST LENDER FUND, LLC,
	a Delaware limited liability company
	By:	S.L. Properties, Inc.,
		a Delaware corporation,
		its Manager

 

	By:	/s/ Stuart Lichter
		Name:	Stuart Lichter
		Title:	President

 

	Released Borrower:
	HOF VILLAGE YOUTH FIELDS, LLC,
	a Delaware limited liability company
	By:	/s/ Michael Crawford
		Name:	Michael Crawford
		Title:	President and Chief Executive Officer

 

 

Agreed and accepted by Remaining Borrowers:
HALL OF FAME RESORT & ENTERTAINMENT COMPANY,
a Delaware corporation
HOF VILLAGE NEWCO, LLC
a Delaware limited liability company
By:	/s/ Michael Crawford
Name:	Michael Crawford
Title:	President and Chief Executive Officer

 

[Signature Page to Omnibus Release of Youth Fields Borrower]

 

 

Exhibit A

 

Sixth Amendment to the Pledge and Security Agreement

 

[See attached]

 

 

 

 

 

 

Exhibit B

Partial Release of Mortgage

 

[See attached]

 

 

 

 

[Signature Page to Omnibus Release of Youth Fields Borrower]

 

 

 

 

Exhibit 10.7

 

 

AMENDMENT NUMBER 11 TO TERM LOAN AGREEMENT

 

among

 

HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS

 

as Borrowers

 

and

 

THE LENDER PARTY HERETO,

as Lender

 

and

 

CH CAPITAL LENDING, LLC,

as Administrative Agent and Lender

 

dated as of January 17, 2024

 

 

 

AMENDMENT NUMBER 11 TO TERM LOAN AGREEMENT

 

This AMENDMENT NUMBER 11 TO TERM LOAN AGREEMENT (this “Amendment”) dated as of January 17, 2024 (the “Effective Date”) is made by and among Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOF Resort & Entertainment”, and HOF Village Newco, LLC, a Delaware limited liability company (“HOF Newco”; each of HOF Resort & Entertainment and Newco is individually referred to herein as a “Borrower,” and they are collectively referred to herein as “Borrowers”), CH CAPITAL LENDING, LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, “Administrative Agent”), and CH CAPITAL LENDING, LLC, a Delaware limited liability company, (together with its successors and/or assigns in its capacity as a Lender under the Loan Agreement (as defined below), “Lender”).

 

PRELIMINARY STATEMENTS:

 

A. Borrowers, Administrative Agent, and Lender are parties to that certain Term Loan Agreement dated December 1, 2020, (a) as amended by Amendment Number 1 to Term Loan Agreement dated January 28, 2021, Amendment Number 2 to Term Loan Agreement dated February 15, 2021, Amendment Number 3 to Term Loan Agreement dated August 30, 2021, Amendment Number 4 to Term Loan Agreement dated August 30, 2021, and Amendment Number 5 to Term Loan Agreement dated December 15, 2021, (b) as assigned to Administrative Agent and Lender pursuant to that certain Assignment of Loan and Loan Documents, dated March 1, 2022, by and among Aquarian Credit Funding LLC, as the previous Administrative Agent, Investors Heritage Life Insurance Company, as the previous Lender, and CH Capital Lending, LLC, as the new Administrative Agent and the new Lender, (c) as affected by that certain Assumption and Joinder Agreement to Loan Agreement, dated as of March 1, 2022, executed and delivered by HOFV Youth Fields to Administrative Agent, and (d) as further amended by Amendment Number 6 to Term Loan Agreement dated March 1, 2022, Amendment Number 7 to Term Loan Agreement dated July 31, 2022, Amendment Number 8 to Term Loan Agreement dated November 7, 2022, as modified by that certain Modification Agreement effective as of October 6, 2023, and Amendment Number 9 to Term Loan Agreement dated December 8, 2023, and Amendment Number 10 to Term Loan Agreement dated January 11, 2024 (all of the foregoing, collectively, the “Existing Loan Agreement”). The Existing Loan Agreement, as amended by this Amendment, and as it may be further amended, restated, supplemented, waived, assigned, or otherwise modified from time to time is referred to herein as the “Loan Agreement”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

 

B. Administrative Agent, Borrowers, and Lender desire to amend the Loan Agreement as set forth in this Amendment.

 

 

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. Sandlot Proceeds. Lender and Administrative Agent have agreed, upon the request of Borrowers, to advance to Borrowers an additional amount from the Sandlot Proceeds Account in the amount of Two Million Two Hundred Thousand Dollars ($2,200,000), and such amount shall be added to the outstanding principal balance under the Loan such that the outstanding principal balance of the Loan after the advance is and will be Twelve Million Seven Hundred Fifty-One Thousand Nine Hundred Thirty-Four and 9/100ths Dollars ($12,751,934.09). Lender shall give consideration to requests from Borrowers for additional advances from the Sandlot Proceeds Account, which advances shall be made by Lender in the exercise of its sole and absolute discretion. Any funds drawn from the Sandlot Proceeds Account shall be added to the outstanding principal balance under the Loan. In connection with the advance, Borrowers shall execute a Third Amendment to the Second Amended and Restated Note to reflect the increase in the principal amount (the “Third Amendment to Note”). The form of the Third Amendment to Note is attached hereto as Exhibit A.

 

2. 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.

 

3. No Other Changes; Ratification; Capitalized Terms. 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 in all respects. To the extent monetary references in prior amendments to the Note and the Loan Agreement are inconsistent with monetary references in this Amendment, the parties agree that such references in prior amendments are the result of minor computational error and that the monetary references in this Amendment are accurate and controlling. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Existing Loan Agreement.

 

4. 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.

 

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

 

11th Amendment to Loan Agreement [removing Youth Fields] (former Aquarian)

 

 

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
	a Delaware limited liability company
	By:	/s/ Michael Crawford
	Name:	Michael Crawford
	Title:	President and Chief Executive Officer

 

[Signatures Continue on Next Page]

 

[Signature Page to Amendment Number 11 to Term Loan Agreement]

 

 

Administrative Agent:
CH CAPITAL LENDING, LLC,
a Delaware limited liability company, in its capacity as Administrative Agent
By:	Holdings SPE Manager, LLC,
a Delaware limited liability company, its Manager
By:	/s/ John A. Mase
Name:	John A. Mase
Title:	Chief Executive Officer

 

Lender:
CH CAPITAL LENDING, LLC,
a Delaware limited liability company, in its capacity as Lender
By:	Holdings SPE Manager, LLC,
a Delaware limited liability company, its Manager
By:	/s/ John A. Mase
Name:	John A. Mase
Title:	Chief Executive Officer

 

[Signature Page to Amendment Number 11 to Term Loan Agreement]

 

 

Exhibit B

Third Amendment to the Second Amended and Restated Note

 

[See Attached]

 

 

 

 

 

Exhibit 10.8

 

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED

SECURED COGNOVIT PROMISSORY NOTE

 

$12,751,934.09

January 17, 2024 (the “Effective Date”)

 

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SECURED COGNOVIT PROMISSORY NOTE (this “Amendment”) is made as of January 16, 2024 between Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”), and HOF Village Newco, LLC, a Delaware limited liability company (“HOFV Newco”), (HOFREC, and HOFV Newco, are referred to herein, individually or collectively as the context may require, as “Borrower”), as makers, hereby unconditionally promise to pay to CH Capital Lending, LLC, a Delaware limited liability company (together with its successors and/or assigns in its capacity as a Lender under the Loan Agreement (as defined below), “Lender”), pursuant to the Loan Agreement (as defined below) and the Second Amended and Restated Secured Cognovit Promissory Note executed by Borrower and Lender on March 17, 2023 and effective as of November 7, 2022 (the “Second A&R Note”) with interest thereon to be computed in accordance with that certain Modification Agreement dated October 6, 2023, as amended by that certain First Amendment to Second Amended and Restated Secured Cognovit Promissory Note executed by Borrower on December 8, 2023, effective as of November 30, 2023, and that certain Second Amendment to Second Amended and Restated Secured Cognovit Promissory Note executed by Borrower on January 11, 2024 (collectively with the Second A&R Note, as amended, restated, amended and restated, supplemented, waived, refinanced, renewed, replaced, extended or otherwise modified from time to time, the “Note”), all to be paid in accordance with the terms of the Note.

 

 

RECITALS

 

WHEREAS, Lender is the holder of the Note in the principal amount of $10,551,934.09 as of January 11, 2024, exclusive of interest accrued after December 31,2023, which Note is secured by certain liens against certain real property and certain assets, as cross-collateralized with certain other debt instruments.

 

WHEREAS, Lender is the Administrative Agent pursuant to that certain Term Loan Agreement dated December 1, 2020 by and among Borrower, certain affiliates of Borrower, and Aquarian Credit Funding LLC, as the previous administrative agent (a) as amended by Amendment Number 1 to Term Loan Agreement dated January 28, 2021, Amendment Number 2 to Term Loan Agreement dated February 15, 2021, Amendment Number 3 to Term Loan Agreement dated August 30, 2021, Amendment Number 4 to Term Loan Agreement dated August 30, 2021, and Amendment Number 5 to Term Loan Agreement dated December 15, 2021, (b) as assigned to Administrative Agent and Lender pursuant to that certain Assignment of Loan and Loan Documents, dated March 1, 2022, by and among Aquarian Credit Funding LLC, as the previous Administrative Agent, Investors Heritage Life Insurance Company, as the previous Lender, and CH Capital Lending, LLC, as the new Administrative Agent and the new Lender, (c) as affected by that certain Assumption and Joinder Agreement to Loan Agreement, dated as of March 1, 2022, executed and delivered by HOFV Village Youth Fields, LLC (“HOF Youth Fields”) to Administrative Agent, and (d) as further amended by Amendment Number 6 to Term Loan Agreement dated March 1, 2022, Amendment Number 7 to Term Loan Agreement dated July 31, 2022, Amendment Number 8 to Term Loan Agreement dated as of November 7, 2022, as modified by that certain Modification Agreement effective as of October 6, 2023, Amendment Number 9 to Term Loan Agreement dated as of December 8, 2023, and that certain Amendment Number 10 to Term Loan Agreement dated as of January 11, 2024 (the “Tenth Amendment”) (all of the foregoing and as it may be further amended, restated, supplemented, waived, assigned, or otherwise modified from time to time is referred to herein as the, collectively, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

 

Third Amendment to Second A&R Note CH Capital Lending (former Aquarian) 

 

 

WHEREAS, pursuant to that certain Omnibus Release of Youth Fields Borrower from Certain Debt Instruments made by Lender, IRG, LLC, a Nevada limited liability company, JKP FINANCIAL, LLC, a Delaware limited liability company, and/or MIDWEST LENDER FUND, LLC, a Delaware limited liability company in favor of HOF Youth Fields, dated as of January 11, 2024 (the “Youth Fields Release”), HOF Youth Fields was released from the Note, the Loan Agreement and Loan Documents.

 

WHEREAS, pursuant to the Tenth Amendment, the Proceeds of the Sandlot Transaction were deposited in the Sandlot Proceeds Account as a Mandatory Prepayment under Section 2.10 of the Loan Agreement and in consideration for (a) the giving of the Youth Fields Release, and (b) the making of an additional advance to Borrower by Lender in the amount of $4,400,000.

 

WHEREAS, after the Mandatory Prepayment in connection with the Sandlot Transaction, the outstanding principal balance on the Loan was Six Million One Hundred Fifty-One Thousand Nine Hundred Thirty-Four and 9/100ths Dollars ($6,151,934.09), subsequently increased by Four Million Four Hundred Thousand Dollars ($4,400,000) on January 11, 2024 such that the total principal balance on said date was Ten Million Five Hundred Fifty-One Thousand Nine Hundred Thirty-Four and 9/100ths ($10,551,934.09).

 

NOW, THEREFORE, in consideration of the above and of the mutual agreements herein contained, the undersigned parties agree to the following:

 

1. Maximum Principal Amount. The Maximum Principal Amount under the Note, as stated in the Second Amended and Restated Secured Cognovit Promissory Note, is hereby increased by Two Million Two Hundred Thousand Dollars ($2,200,000) to reflect the additional advance made by Lender to Borrower in said amount. After the change described above, the Maximum Principal Amount under the Note is and shall be Twelve Million Seven Hundred Fifty-One Thousand Nine Hundred Thirty-Four and 9/100ths Dollars ($12,751,934.09).

 

2. No Other Change. Except as modified herein, all of the terms, covenants and conditions of the Note, the Loan Agreement and other Loan Documents shall remain as originally written. The Note shall remain in full force and effect in all respects as if the unpaid balance of the principal, with the interest accrued thereon, had originally been payable as provided for herein. To the extent monetary references in prior amendments to the Note and the Loan Agreement are inconsistent with monetary references in this Amendment, the parties agree that such references in prior amendments are the result of minor computational error and that the monetary references in this Amendment are accurate and controlling. Nothing herein shall affect or impair any rights and powers which Lender may have thereunder. Except as modified herein, all of the terms, covenants and conditions of the Note shall remain as originally written.

 

Third Amendment to Second A&R Note CH Capital Lending (former Aquarian) 

 

 

3. No Setoffs. Borrower hereby declares that Borrower has no setoffs, counterclaims, defenses or other causes of action against Lender arising out of the Loan or any documents mentioned herein; and to the extent any such setoffs, counterclaims, defenses or other causes of action may exist, whether known or unknown, such items are hereby waived by Borrower.

 

4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (e.g. “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.

 

5. Captions. The captions and headings of various sections of this Amendment and exhibits pertaining hereto are for convenience only and not to be considered as defining or limiting in any way the scope or intent of the provisions hereof.

 

6. Warrant of Attorney. Borrower authorizes any attorney at law to appear in any court of record in the State of Ohio or in any other state or territory of the United States of America after the loan evidenced by the Note becomes due, whether by acceleration or otherwise, to waive the issuing and service of process, and to confess judgment against Borrower in favor of Lender for the amount then appearing due on the Note, together with costs of suit, and thereupon to waive all errors and all rights of appeal and stays of execution. Borrower waives any conflict of interest that an attorney hired by Lender may have in acting on Borrower’s behalf in confessing judgment against Borrower while such attorney is retained by Lender. Borrower expressly consents to such attorney acting for Borrower in confessing judgment and to such attorney’s fee being paid by Lender or deducted from the proceeds of collection of this Note or collateral security therefor.

 

[Remainder of page intentionally left blank;

Signatures commence on following page.]

 

Third Amendment to Second A&R Note CH Capital Lending (former Aquarian) 

 

 

IN WITNESS WHEREOF, this Amendment has been executed by the undersigned as of the date and year first above written.

 

Borrower:

 

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 ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

 

HALL OF FAME RESORT & ENTERTAINMENT COMPANY,
a Delaware corporation
By:	/s/ Michael Crawford
	Name:	Michael Crawford
	Title:	President and Chief Executive Officer

 

Third Amendment to Second A&R Note CH Capital Lending (former Aquarian) 

 

 

Borrower, cont.:

 

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 ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

 

HOF VILLAGE NEWCO, LLC,
a Delaware limited liability company
By:	/s/ Michael Crawford
	Name:	Michael Crawford
	Title:	President and Chief Executive Officer

 

Third Amendment to Second A&R Note CH Capital Lending (former Aquarian) 

 

 

Lender:

 

CH CAPITAL LENDING, LLC,
a Delaware limited liability company, in its capacity as Agent
By:	Holdings SPE Manager, LLC, a Delaware limited liability company, its Manager
	By:	/s/ John A. Mase
		Name:	John A. Mase
		Title:	Chief Executive Officer

 

Agent, by its signature below, hereby consents to the provisions of this Amendment. Without limiting the foregoing, (a) the indebtedness evidenced by this Note and Amendment shall be considered “Permitted Indebtedness” under the Loan Agreement, (b) the shares of HOFREC Common Stock to be issued upon conversion of all or any portion of the indebtedness evidenced by this Note shall be considered “Permitted Equity Issuances” under the Term Loan Agreement, and (c) Agent hereby consents to the Security Interests granted to Agent and Lender.

 

Agent:

 

CH CAPITAL LENDING, LLC,
a Delaware limited liability company, in its capacity as Agent
By:	Holdings SPE Manager, LLC, a Delaware limited liability company, its Manager
	By:	/s/ John A. Mase
		Name:	John A. Mase
		Title:	Chief Executive Officer

 

Third Amendment to Second A&R Note CH Capital Lending (former Aquarian) 

 

 

Agreed and accepted by cross-collateralized lenders:

 

IRG, LLC,
a Nevada limited liability company
By:	S.L. Properties, Inc., a Delaware corporation, its Manager
	By:	/s/ John A. Mase
		Name:	John A. Mase
		Title:	Chief Executive Officer

 

JKP FINANCIAL, LLC,
a Delaware limited liability company
By:	/s/ John A. Mase
	Name:	John A. Mase
	Title:	Chief Executive Officer

 

MIDWEST LENDER FUND, LLC,
a Delaware limited liability company
By:	S.L. Properties, Inc., a Delaware corporation, its Manager
	By:	/s/ Stuart Lichter
		Name:	Stuart Lichter
		Title:	President

 

Third Amendment to Second A&R Note CH Capital Lending (former Aquarian)

 

7

 

v3.23.4

Cover	Jan. 11, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 11, 2024
Entity File Number	001-38363
Entity Registrant Name	HALL OF FAME RESORT & ENTERTAINMENT COMPANY
Entity Central Index Key	0001708176
Entity Tax Identification Number	84-3235695
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2014 Champions Gateway
Entity Address, City or Town	Canton
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44708
City Area Code	330
Local Phone Number	754-3427
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.0001 par value per share
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	HOFV
Security Exchange Name	NASDAQ
Warrants to purchase 0.064578 shares of Common Stock
Title of 12(b) Security	Warrants to purchase 0.064578 shares of Common Stock
Trading Symbol	HOFVW
Security Exchange Name	NASDAQ

---