FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED COGNOVIT PROMISSORY NOTESecured Cognovit Promissory Note • December 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED COGNOVIT PROMISSORY NOTE (this “Amendment”) is made as of December 8, 2023 between Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”), HOF Village Newco, LLC, a Delaware limited liability company (“HOFV Newco”), and HOF Village Youth Fields, LLC, a Delaware limited liability company (“HOFV Youth Fields”; HOFREC, HOFV Newco, and HOFV Youth Fields, 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
AMENDMENT NUMBER 9 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...Term Loan Agreement • December 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
This AMENDMENT NUMBER 9 TO TERM LOAN AGREEMENT (this “Amendment”) dated as of December 8, 2023 (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”).
RELEASERelease • December 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
THIS RELEASE (“Release”) is made effective December 8, 2023 (“Effective Date”) 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”), HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company (“HOF Youth Fields”), HOF VILLAGE RETAIL I, LLC, a Delaware limited liability company (“Retail I”), and HOF VILLAGE RETAIL II, LLC, a Delaware limited liability company (“Retail II” ; each of HOF Resort & Entertainment, Newco, HOF Youth Fields, Retail I, and Retail II is individually referred to herein as a “Borrower,” and they are collectively referred to herein as “Borrowers”), in favor of CH CAPITAL LENDING, LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lenders under the Loan Agreement and HOF/Newco Loan Modification Documents (together with its successors and assigns in such capacity, “Administrative Agent”)
FIFTH AMENDMENT TO AND SPREADER OF PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation
This FIFTH AMENDMENT TO AND SPREADER OF PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is effective as of December 8, 2023 (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
FIFTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • December 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
This Fifth Amendment to Loan Agreement (“Fifth Amendment”) is made and entered into as of the 8th day of December, 2023 (the “Effective Date”), by and among HOF Village Retail I, LLC, a Delaware limited liability company (“Retail I”), HOF Village Retail II, LLC, a Delaware limited liability company (“Retail II”), and Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFRECo”, and together with Retail I and Retail II, collectively the “Borrower”) and CH Capital Lending LLC, Delaware limited liability company (“Lender”).
THIRD AMENDMENT TO AND SPREADER OF OPEN-END FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGOpen-End Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • December 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
THIS THIRD AMENDMENT TO AND SPREADER OF OPEN-END FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Third Amendment”) is made as of December 8, 2023 (the “Effective Date”) by and between 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 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.
