Exhibit 10.9


 





 



 


AMENDMENT NUMBER 7 TO TERM LOAN AGREEMENT


 


among


 


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


as Borrowers


 


and


 


CH CAPITAL LENDING,
LLC,


as Administrative
Agent


 


and


 


CH CAPITAL LENDING,
LLC,


as Lender


 


dated effective
as of July 31, 2022




 





 






 




     


     


    

 


AMENDMENT NUMBER 7 TO TERM LOAN AGREEMENT


 


This AMENDMENT NUMBER 7 TO
TERM LOAN AGREEMENT (this “Amendment”) dated effective as of July 31, 2022 (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 (“Newco”), HOF VILLAGE
STADIUM, LLC, a Delaware limited liability company (“HOF Stadium”), and HOF VILLAGE YOUTH FIELDS, LLC,
a Delaware limited liability company (“HOF Youth Fields”; each of HOF Resort & Entertainment, Newco,
HOF Stadium, 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, as the
current Administrative Agent for the current Lender (in such capacity, “Administrative Agent”) and CH CAPITAL
LENDING, LLC, a Delaware limited liability company, as the current Lender (in such capacity, “Lender”).


 


PRELIMINARY STATEMENTS:


 


A.   Borrowers,
Administrative Agent, and Lender are parties to the Term Loan Agreement, dated as of December 1, 2020, as amended by the 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, as assigned to Administrative Agent and Lender on March 1, 2022 pursuant to
that certain Assignment of Loan and Loan Documents, dated as of 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 Administrative
Agent and Lender, as affected by that certain Assumption and Joinder Agreement, dated as of March 1, 2022, executed and delivered
by HOF Youth Fields to Administrative Agent and Lender, and as further amended by that certain Amendment Number 6 to Term Loan
Agreement, dated as of March 1, 2022, by and among Borrowers, Administrative Agent, and Lender (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 April 29, 2022, was $8,347,383.59.


 


C.   Administrative
Agent, Borrowers, and Lender desire to amend the Loan Agreement as set forth in this Amendment. Among other things, as contemplated by
Section 12 of Amendment Number 6, Administrative Agent, Borrowers, and Lender wish to (i) increase the outstanding principal
balance of the Loan, to reflect advances made by Lender to pay the legal fees and costs incurred by Administrative Agent, Lender, JKP,
IRG, LLC, and their respective affiliates in connection with the transactions related to Amendment Number 6 and this Amendment, (ii) terminate
the Deposit Control Account Agreement for the Interest Reserve Account, and (iii) authorize The Huntington National Bank (which currently
holds the Interest Reserve Account) to disburse all amounts remaining in the Interest Reserve Account to Administrative Agent, for the
benefit of Lender, with such amounts to be applied towards the outstanding principal balance of the Loan.


 






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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. Definitions
Restated. Section 1.01 of the Loan Agreement is hereby amended by deleting the following terms in their entirety and replacing
them with the following:


 


“Letter
Agreement” shall mean the assigned, amended and restated letter agreement, dated April 26, 2022, among Lead Borrower, Stuart
Lichter and Midwest Lender Fund, LLC.


 


“Loan Commitment”
shall mean the commitment of a Lender to make or otherwise fund Loans, and “Loan Commitments” shall mean such commitments
of all of Lenders in the aggregate. The amount of each Lender’s Loan Commitment, if any, is set forth on Schedule 2.01
or in the applicable Assignment and Acceptance (or the Affiliated Lender Assignment and Acceptance), subject to any adjustment or reduction
pursuant to the terms and conditions hereof. The aggregate amount of the Loan Commitment as of July 31, 2022 is $8,751,762.89.


 


“Note”
means that certain Amended and Restated Promissory Note, dated July 31, 2022, in the original principal amount of $8,751,762.89,
executed by Borrowers in favor of Lender, as amended, restated, supplemented, waived, assigned, or otherwise modified from time to time.


 


“Permitted
Equity Issuance” means any Equity Issuance of (a) up to 24,731,195 shares of HOFREC Common Stock issuable upon
the exercise of Existing Warrants, (b) up to 5,812,727 shares of HOFREC Common Stock under the 2020 Omnibus Incentive
Plan provided that the number of shares of HOFREC Common Stock for such purpose may be increased (if the 2020 Omnibus Incentive
Plan is modified to allow it) by up to 2,500,000 additional shares of common stock, (c) up to 10,645,000 shares of HOFREC Common
Stock for future issuance upon conversion or redemption of the PIPE Notes, including approximately 3,000,000 shares of such
common stock issuable upon exercise of warrants that would be issued in connection with such redemption pursuant to the PIPE Note
Redemption Warrant Agreement and PIPE Note Purchase Agreement, (d) up to 10,036,925 shares of HOFREC Common Stock issuable
upon the exercise of Series C Warrants, (e) up to 75,000 shares of common stock reserved for future issuance as payment
to Brand X under the Brand X Services Agreement, (f) any Equity Issuance required pursuant to the terms of the Employment
Agreements or employment offer letters, if any, (g) up to 2,450,980 shares of HOFREC Common Stock issuable upon the exercise
of Series D Warrants, (h) the Nov 2020 Equity Raise, (i) any PEIC Raise, (j) up to 52,800 shares of
Series A Preferred Stock, (k) up to 15,200 shares of Series B Preferred Stock and up to 4,901,961 shares of HOFREC Common
Stock issuable upon conversion of Series B Preferred Stock, (l) 330,000 shares of HOFREC Common Stock issued to Lender as of
March 1, 2022, (m) up to 15,000 shares of Series C Preferred Stock and up to 10,000,000 shares of HOFREC Common Stock issuable
upon conversion of Series B Preferred Stock, (n) up to 1,500,000 shares of HOFREC Common Stock issuable upon the exercise of
Series E Warrants, (o) up to 1,500,000 shares of HOFREC Common Stock issuable upon the exercise of Series F Warrants,
(p) up to 125,000 shares of HOFREC Common Stock issuable upon the exercise of Series G Warrants, (q) 125,000 shares
of HOFREC Common Stock issued to IRG, LLC as of March 1, 2022, (r) 405,000 shares of HOFREC Common Stock issued to JKP Financial,
LLC as of March 1, 2022, (s) 125,000 shares of HOFREC Common Stock to be issued to Midwest Lender Fund, LLC pursuant to the Letter
Agreement, (t) HOFREC Common Stock issuable upon conversion of the Loan, (u) HOFREC Common Stock issuable upon conversion
of the IRG Split Note, (v) HOFREC Common Stock issuable upon conversion of the JKP Split Note, (w) HOFREC Common Stock
issuable upon conversion of the JKP Note, (x) up to $50 million in shares of HOFREC Common Stock issued under Lead Borrower’s
“at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act and (y) any Equity Issuance
expressly approved by Administrative Agent in writing, in its sole and absolute discretion.


 






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“Permitted
Indebtedness” shall mean (a) the PIPE Notes, (b) any Indebtedness pursuant to the EME Customer Contract to make
EME Installment Payments, (c) the Existing Guarantees, (d) the TDD BANs (and any Guarantee issued by any Borrower
required in connection with the TDD BANs), (e) the TIF Bonds, (f) all Indebtedness pursuant to Permitted Redemption
Rights, (g) the JKP Note, (h) the Mezzanine (IRG) Note, (i) the IRG Split Note, (j) the JKP Split Note,
(k) the ErieBank Loan, (l) the PACE Funds, (m) the EB-5 Guaranty, (n) the HOF Village CFP Loan, and (o) any other
Indebtedness expressly approved by Administrative Agent in writing, in its sole and absolute discretion.


 


“Series G
Warrant” shall mean the Series G warrant to purchase 125,000 shares of HOFREC Common Stock issued by the Company
to Midwest Lender Fund, LLC.


 


SECTION 2. New Definitions.
Section 1.01 of the Loan Agreement is hereby amended by adding the following terms:


 


“Amendment
Number 7” means that certain Amendment Number 7 to Term Loan Agreement, dated effective as of July 31, 2022,
by and among Borrowers, Administrative Agent, and Lender (amending this Agreement).


 


“HOF Village
CFP Loan” shall mean the loan from Midwest Lender Fund, LLC to HOF Village Center for Performance, LLC, in the original
principal amount of $4,000,000, secured by the project commonly known as the Center for Performance.


 


SECTION 3. Deleted
Terms. The following term defined in Section 1.01 of the Loan Agreement and all references thereto are hereby deleted: “Buckeye
Loan.”


 


SECTION 4. Outstanding
Principal Balance. Administrative Agent, Borrowers, and Lender hereby acknowledge and agree that, as of the Effective Date (July 31,
2022), the outstanding principal balance of the Loan (before application of the amounts in the Interest Reserve Account towards the outstanding
Loan balance, as set forth in Section 5 of this Amendment) is $8,751,762.89.


 


SECTION 5. Interest
Reserve Account.


 


(a)   Pursuant
to Amendment Number 6, Administrative, Borrowers, and Lender agreed to terminate the Deposit Control Account Agreements for the Interest
Reserve Account. In furtherance of such termination, Administrative Agent, Borrowers, and Lender hereby (i) authorize The Huntington
National Bank (which currently holds the Interest Reserve Account) to disburse all amounts remaining in the Interest Reserve Account to
Administrative Agent, for the benefit of Lender, and (ii) agree that such amounts disbursed from the Interest Reserve Account shall,
upon Administrative Agent’s receipt thereof, be applied towards the outstanding principal balance of the Loan.


 


(b)   Each
of the parties hereto shall, from time to time at the request of another party: furnish the other party such further information or assurances;
execute and deliver such additional documents, instruments, and conveyances; and take such other actions and do such other things, as
may be reasonably necessary to carry out the provisions of this Amendment and give effect to the transactions contemplated hereby.


 


SECTION 6. 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.


 


SECTION 7. 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.


 


SECTION 8. 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.


 


SECTION 9. 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.


 


[Signatures follow]


 




    3


     


    

 


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.


 


	 	Borrowers:
	 	 	 
	 	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,
	 	HOF VILLAGE STADIUM, 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 7 to Term
Loan Agreement]


 




    4


     


    

 


	 	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 A. Mase
	 	 	 	Title:	Chief Executive Officer
	 	 	 
	 	Lender:
	 	 
	 	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 A. Mase
	 	 	 	Title:	Chief Executive Officer



 


[Signature Page to Amendment Number 7 to Term
Loan Agreement]


 


 


5