THIRTEENTH AMENDMENT TO NOTE AND SECURITY AGREEMENT

Exhibit 10.1

 

THIRTEENTH AMENDMENT

TO

 NOTE AND SECURITY AGREEMENT

 

This THIRTEENTH AMENDMENT (this “Amendment”) TO NOTE AND SECURITY AGREEMENT effective as of October 31, 2025 amends that certain Note and Security Agreement dated November 14, 2024, as amended, restated, supplemented and otherwise modified from time to time up to the date hereof (the “Note”), among CH CAPITAL LENDING, LLC, a Delaware limited liability company (the “Lender”), HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation (“HOFREC”), HOF VILLAGE NEWCO, LLC, a Delaware limited liability company (“NewCo”), HOF VILLAGE RETAIL I, LLC, a Delaware limited liability company (“HOF VR I”), HOF VILLAGE RETAIL II, LLC, a Delaware limited liability company (“HOF ▇▇ ▇▇”, and collectively with HOFREC, NewCo and HOF VR I, each a “Borrower” and, collectively, jointly and severally, “Borrowers”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Note.

 

WHEREAS, pursuant to Section 7.05 of the Note, the Note may be amended by a written agreement signed by the Borrowers and ▇▇▇▇▇▇.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made and other good and valuable consideration, the undersigned agree as follows:

 

1.          The definition of “Maturity Date” in Section 1 of the Note is amended and restated in its entirety to read as follows: ““Maturity Date” means the earliest to occur of (i) the closing of the Take Private Transaction, (ii) the Termination Date, as such term is defined in any definitive agreement and plan of merger entered in connection with the Take Private Transaction, if applicable, and (iii) the occurrence of an Event of Default.”

 

2.          Except as expressly amended in accordance with this Amendment, the Note and the Loan Documents (as defined in the Note) shall remain unmodified and in full force and effect. Any reference to the Note in any other document shall refer to the Note as amended hereby. In the event of any conflict between the terms of the Note and the terms of this Amendment, the terms of this Amendment shall control.

 

3.          This Amendment may be executed, including by electronic transmission, in one or more counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same instrument.

 

4.          This Amendment shall be construed and enforced in accordance with the laws of the State of New York without regard to the application of the principles of conflicts or choice or laws (other than New York General Obligations Law 5-1401 and 5-1402).

 

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have executed this Amendment on the day and year first indicated above.

 

	BORROWERS:
	HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation
	By: /s/ ▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇ Title: Executive Vice President of Business Administration
	HOF VILLAGE NEWCO, LLC, a Delaware limited liability company
	By: /s/ ▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇ Title: Executive Vice President of Business Administration
	HOF VILLAGE RETAIL I, LLC, a Delaware limited liability company
	By: /s/ ▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇ Title: Executive Vice President of Business Administration
	HOF VILLAGE RETAIL II, LLC, a Delaware limited liability company
	By: /s/ ▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇ Title: Executive Vice President of Business Administration

IRG, LLC, a Nevada limited liability company

By: S.L. Properties, Inc., its Manager

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: President

 

MIDWEST LENDER FUND, LLC, a Delaware

limited liability company

 

By: S.L. Properties, Inc., its Manager

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: President

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