0001193125-26-382176 Sample Contracts
SECOND AMENDMENT TO SYNDICATED FACILITY AGREEMENTSyndicated Facility Agreement • September 4th, 2026 • Cumberland Farms LTD • Retail-auto dealers & gasoline stations • New York
This SYNDICATED FACILITY AGREEMENT dated as of February 10, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by the First Amendment and the Second Amendment (each as defined herein), this “Agreement”) among EG FINCO LIMITED, a private company incorporated under the laws of England and Wales with company number 09826778, as a Borrower (the “Parent Borrower”), EG America, LLC, a Delaware limited liability company, as a Borrower (the “U.S. Borrower”), EG Group Limited, a private company incorporated under the laws of England and Wales with company number 09826582 (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and each, individually, a “Lender”), the L/C Issuers from time to time party hereto, JPMorgan Chase Bank, N.A. (“JPMCB”) and J.P. Morgan SE (“JPMSE”), as Administrative Agent, and the lead arrangers, bookrunners and other agents from time to time party hereto.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • September 4th, 2026 • Cumberland Farms LTD • Retail-auto dealers & gasoline stations
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 14, 2024 among EG Global Finance plc, a public limited company incorporated in England and Wales (the “Issuer”), and Deutsche Trustee Company Limited, as Trustee (the “Trustee”).
Cumberland Farms Limited [•] Ordinary Shares Underwriting AgreementUnderwriting Agreement • September 4th, 2026 • Cumberland Farms LTD • Retail-auto dealers & gasoline stations
Cumberland Farms Limited, an exempted company registered by way of continuation under the laws of the Cayman Islands with limited liability (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] ordinary shares (the “Firm Shares”), par value of $[•] per share, of the Company (the “Ordinary Shares”) and, at the election of the Underwriters, up to [•] additional Ordinary Shares (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively called the “Shares.”
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • September 4th, 2026 • Cumberland Farms LTD • Retail-auto dealers & gasoline stations
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 28, 2026 among EG Global Finance plc, a public limited company incorporated in England and Wales (the “Issuer”), and Deutsche Trustee Company Limited, as Trustee (the “Trustee”).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • September 4th, 2026 • Cumberland Farms LTD • Retail-auto dealers & gasoline stations
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 2, 2026 among EG Global Finance plc, a public limited company incorporated in England and Wales (the “Issuer”), and Deutsche Trustee Company Limited, as Trustee (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • September 4th, 2026 • Cumberland Farms LTD • Retail-auto dealers & gasoline stations
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 26, 2026, among EG Group Holdings Europe Limited, a private limited company incorporated under the laws of England and Wales with registered number 17106123 (the “Subsequent Guarantor”), EG Global Finance plc, a public limited company incorporated in England and Wales, (the “Issuer”), and Deutsche Trustee Company Limited, as Trustee.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • September 4th, 2026 • Cumberland Farms LTD • Retail-auto dealers & gasoline stations
This Indemnification and Advancement Agreement (“Agreement”) is made on [ • ], 2026 by and between Cumberland Farms Limited, an exempted company registered by way of continuation under the laws of Cayman Islands (the “Company”), and [ • ], [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
SHAREHOLDER’S AGREEMENTShareholder Agreement • September 4th, 2026 • Cumberland Farms LTD • Retail-auto dealers & gasoline stations • Delaware
This SHAREHOLDER’S AGREEMENT (this “Agreement”), dated as of [ • ], 2026 is entered into by and among Cumberland Farms Limited, an exempted company registered by way of continuation with limited liability under the laws of the Cayman Islands (the “Company”), and EG Group Limited, a private limited company incorporated in England and Wales.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • September 4th, 2026 • Cumberland Farms LTD • Retail-auto dealers & gasoline stations
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 20, 2026, among EG Shared Services (America), LLC, a Delaware limited liability company, and Cumberland Farms Finance LLC, a Delaware limited liability company (each, a “Subsequent Guarantor” and together, the “Subsequent Guarantors”), EG Global Finance plc, a public limited company incorporated in England and Wales, (the “Issuer”), and Deutsche Trustee Company Limited, as Trustee.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • September 4th, 2026 • Cumberland Farms LTD • Retail-auto dealers & gasoline stations
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 25, 2026, among LuxBridge International Limited, an exempted company limited by shares under the laws of the Cayman Islands (the “Subsequent Guarantor”), EG Global Finance plc, a public limited company incorporated in England and Wales, (the “Issuer”), and Deutsche Trustee Company Limited, as Trustee.