Browse EX-10 agreements

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Exhibit 10.1

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Execution Version

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Loan Number: 1006379

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT

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Dated as of June 24, 2026

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by and among

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CUBESMART, L.P.,

as Borrower,

CUBESMART,

as Parent,

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WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.

and

PNC CAPITAL MARKETS LLC,

as Joint Bookrunners,

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WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.,

PNC CAPITAL MARKETS LLC,

REGIONS CAPITAL MARKETS, A DIVISION OF Regions bank,

U.S. Bank, national association

and

BMO CAPITAL MARKETS CORP.,

as Joint Lead Arrangers,

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WELLS FARGO BANk, NATIONAL ASSOCIATION,

as Administrative Agent,

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BANK OF AMERICA, N.A.,

and

pnc bank, national association

as Syndication Agents,

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Regions bank,

U.S. Bank, national association

and

BMO BANK N.A.,

as Documentation Agents,

and

The financial institutions INITIALLY SIGNATORY Thereto

and their assignees pursuant to Section 12.5.,

as Lenders

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TABLE OF CONTENTS

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Page

Article I DEFINITIONS‌1

…

Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[***].”

MASTER SERVICES AGREEMENT

ALLIANCE CLOUD SERVICES, LLC,

 

AS PROVIDER

 

 

AND

 

 

[***],

 

AS CUSTOMER

 

 

Property:

415 E. Prairie-Ronde Street

 

 

Dowagiac, Michigan

 

Dated:

June 23, 2026

 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE 1

SERVICES, LICENSE, TERM, SERVICE CHARGES

3

ARTICLE 2

USE AND OCCUPANCY; CUSTOMER’S EQUIPMENT

5

ARTICLE 3

ALTERATIONS

6

ARTICLE 4

CONDITION OF THE SERVICE AREA; INITIAL WORK

7

ARTICLE 5

REPAIRS AND MAINTENANCE; FLOOR LOAD

8

ARTICLE 6

UTILITY EXPENSES

9

ARTICLE 7

LEGAL REQUIREMENTS

9

ARTICLE 8

MORTGAGES; SUBORDINATION; ESTOPPEL CERTIFICATES; EQUIPMENT LIENS

10

ARTICLE 9

SERVICES

11

ARTICLE 10

INSURANCE

14

ARTICLE 11

DESTRUCTION OF THE PROPERTY; LOSS OR DAMAGE

15

ARTICLE 12

EMINENT DOMAIN

16

ARTICLE 13

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THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

AND FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED SECURITY AGREEMENT

 

This Third Amendment to Amended and Restated Credit Agreement and First Amendment to Third Amended and Restated Security Agreement (this “Amendment”) is made as of June 18, 2026, by and among:

SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (the “Lead Borrower”);

the Persons named on Schedule I hereto (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”);

the Persons named on Schedule II hereto (individually, a “Guarantor”, and collectively, the “Guarantors”, and together with the Borrowers, individually, a “Loan Party”, and collectively the “Loan Parties”);

the LENDERS party hereto; and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, and Swing Line Lender;

in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

 

W I T N E S S E T H:

…

AMENDED AND RESTATED ABL TERM LOAN CREDIT AGREEMENT

Dated as of June 18, 2026 among

SPORTSMAN’S WAREHOUSE, INC., as the Lead Borrower

THE BORROWERS PARTY HERETO

THE GUARANTORS PARTY HERETO

and

PLC AGENT LLC, as Agent

and

THE LENDERS PARTY

 

IF = IF 1 = 1 1 01 * IF COMPARE SECTION 1 = "1" 1 = 1 1 011 = 1 DOCPROPERTY "CUS_DocIDChunk0" ACTIVE 723809362v5 ACTIVE 723809362v5

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TABLE OF CONTENTS

Section Page

Article I DEFINITIONS AND ACCOUNTING TERMS

1

1.01

Defined Terms

1

1.02

Other Interpretive Provisions

48

1.03

Accounting Terms

49

1.04

Rounding

50

1.05

Times of Day

50

1.06

[Reserved]

50

1.07

Divisions

50

1.08

Rates

50

Article II THE LOANS

51

2.01

Loans; Reserves

51

2.02

Borrowings of Loans

52

2.03

Loan Reallocation

53

2.04

[Reserved]

54

2.05

Prepayments

54

2.06

[Reserved]

54

2.07

Repayment of Loans

54

2.08

Interest

55

2.09

Fees

55

2.10

Computation of Interest and Fees; Term SOFR Conforming Changes

55

2.11

Evidence of Debt

55

2.12

Payments Generally; Agent’s Clawback

56

2.13

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 17, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”), and Wilco 63 Holding LLC, a Nevada limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 3,000,000 warrants (whether or not the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Ordinary S

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 17, 2026 by and between Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-296376) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 17th day of June, 2026, by and between Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).

 

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 2,000,000 warrants (including if the underwriters’ over-allotment option is exercised in full) (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to purchase one Class A Ordinary Share at an exercise price of $11.50, as provided in the registration statement in conne

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WILCO 63 CORPORATION

P.O. Box 10008, Pavillion East, Cricket Square

Grand Cayman, Cayman Islands,

KY1-1001

 

June 17, 2026

 

HandsOn Global Management LLC

8550 W Desert Inn Road, 102-452

Las Vegas, Nevada, 89117

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Wilco 63 Corporation (the “Company”) and HandsOn Global Management LLC (the “Services Provider”), an affiliate of our sponsor, Wilco 63 Holding LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “*

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 17, 2026, is made and entered into by and among Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”), Wilco 63 Holding LLC, a Nevada limited liability company (the “Sponsor”), and Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

 

RECITALS

 

WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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June 17, 2026

 

Wilco 63 Corporation Pavillion East, Cricket Square Grand Cayman, Cayman Islands, KY1-1001

 

Re:

Initial Public Offering

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject

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ADVISOR AGREEMENT

This Advisor Agreement (this “Agreement”) is entered into as of June 17, 2026, by and between Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”) and HandsOn Global Management LLC, a Nevada limited liability company (the “Advisor”) (each, a “Party” and together, the “Parties”).

 

The Parties hereto agree to the following:

 

1. Services. Advisor agrees to provide the services set forth below to the Company (collectively, the “Services”):

 

●

Advise the Company on post initial public offering matters and strategic, financial and structuring matters related to the Company’s initial business combination (the “Transaction”), including the evaluation of potential targets and related due diligence support;

 

 

 

●

Review investor and marketing materials and provide consultations on investor relations activities;

 

 

 

●

Report to and support the Principal Executive Officer and other members of Company’s management regarding the Transaction;

 

 

 

●

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of June 24, 2026

among

MERCURY GENERAL CORPORATION,

as the Borrower,

BANK OF AMERICA, N.A.,

as Administrative Agent and L/C Issuer

and

the other Lenders party hereto

BofA SECURITIES, INC.,

as Joint Lead Arranger and Sole Bookrunner

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arranger

and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent

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TABLE OF CONTENTS

 

 

 

 

  

Page

 

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

  

 

1

 

1.01

 

Defined Terms

  

 

1

 

1.02

 

Other Interpretive Provisions

  

 

25

 

1.03

 

Accounting Terms

  

 

26

 

1.04

 

Rounding

  

 

26

 

1.05

 

Times of Day

  

 

26

 

1.06

 

Letter of Credit Amounts

  

 

26

 

1.07

 

Interest Rates

  

 

27

 

ARTICLE II THE COMMITMENTS AND LOANS

  

 

27

 

2.01

 

Loans

  

 

27

 

2.02

 

Borrowings, Conversions and Continuations of Loans

  

 

27

 

2.03

 

Letters of Credit

  

 

30

 

2.04

 

Prepayments

  

 

38

 

2.05

…