REGISTRATION RIGHTS AGREEMENT Dated as of December 17, 2003 by and among COUCHE-TARD U.S. L.P., COUCHE-TARD FINANCING CORP., THE GUARANTORS named herein and CIBC WORLD MARKETS CORP., SCOTIA CAPITAL (USA) INC. and NBF SECURITIES (USA) CORP., as Initial...Registration Rights Agreement • February 17th, 2004 • 3055854 Nova Scotia Co • Retail-convenience stores • New York
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS BY AND BETWEEN CIRCLE K STORES INC., A TEXAS CORPORATION AS SELLER AND DBNCF CIRCLE LLC, A DELAWARE LIMITED LIABILITY COMPANY AS BUYERPurchase and Sale Agreement • March 17th, 2004 • 3055854 Nova Scotia Co • Retail-grocery stores • New York
This PURCHASE AND SALE AGREEMENT (“Agreement”) is entered into as of March 15, 2004, by and between CIRCLE K STORES INC., a Texas corporation (“Seller”), and DBNCF CIRCLE LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller are from time to time referred to herein individually as a “Party”, and collectively as the “Parties.”
STOCK PURCHASE AGREEMENT BETWEEN ALIMENTATION COUCHE-TARD INC. AND CONOCOPHILLIPS COMPANY DATED AS OF OCTOBER 3, 2003Stock Purchase Agreement • February 17th, 2004 • 3055854 Nova Scotia Co • Retail-convenience stores • New York
STOCK PURCHASE AGREEMENT, dated as of October 3, 2003 (together with the Schedules but not the Exhibits hereto, this “Agreement”), between Alimentation Couche-Tard Inc. (“Parent”), a corporation organized under the laws of the Province of Québec, Canada, and ConocoPhillips Company (“Seller”), a Delaware corporation.
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • February 17th, 2004 • 3055854 Nova Scotia Co • Retail-convenience stores • New York
ADDENDUM TO THE ENVIRONMENTAL LIABILITIES AGREEMENTThe Environmental Liabilities Agreement • February 17th, 2004 • 3055854 Nova Scotia Co • Retail-convenience stores • New York
ADDENDUM AGREEMENT dated as of December 11, 2003, between ALIMENTATION COUCHE-TARD INC. (“Parent”), a corporation organized under the laws of the Province of Québec, Canada, and CONOCOPHILLIPS COMPANY (“Seller”), a Delaware Corporation (each a “Party” and collectively the “Parties”);
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COUCHE-TARD U.S. L.P. A DELAWARE LIMITED PARTNERSHIPAgreement • February 17th, 2004 • 3055854 Nova Scotia Co • Retail-convenience stores • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) dated as of December 17, 2003 is entered into by and between 3055854 Nova Scotia Company, a Nova Scotia unlimited liability company, as general partner (the “General Partner”), Mac’s Convenience Stores Inc., an Ontario corporation (“Mac’s”), and Couche-Tard Inc., a Quebec corporation (“CTI,” and together with Mac’s and those other persons or entities who may be admitted from time to time as limited partners in accordance herewith, the “Limited Partners”) (the General Partner and the Limited Partners are collectively referred to as the “Partners”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAC’S CONVENIENCE STORES LLC, A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • February 17th, 2004 • 3055854 Nova Scotia Co • Retail-convenience stores
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of the 15th day of December, 2003, by and between Mac’s Convenience Stores LLC, a Delaware limited liability company formerly known as Bigfoot Food Stores LLC (the “Company”), 3053854 Nova Scotia Company, a Nova Scotia unlimited liability company (in its capacity as the holder of Voting Units, the “Voting Member” and in its capacity as the holder of Preferred Non-Voting Units, the “Preferred Member”). The Voting Member and the Preferred Member, together with any additional Persons (as defined in Section 1.5) becoming a Voting Member or Preferred Member of the Company, as applicable, in accordance herewith are hereinafter referred to as the “Voting Members”, the “Preferred Members” (as applicable), and collectively, the “Members”.
GENERAL BY-LAW NO. 1 OF 9130-7462 QUÉBEC INC. (Company incorporated under the Quebec Companies Act)3055854 Nova Scotia Co • February 17th, 2004 • Retail-convenience stores
7½% Senior Subordinated Notes due 2013, Series A 7½% Senior Subordinated Notes due 2013, Series BCouche-Tard • February 17th, 2004 • 3055854 Nova Scotia Co • Retail-convenience stores • New York
INDENTURE, dated as of December 17, 2003, among COUCHE-TARD U.S. L.P., a Delaware limited partnership (the “Company”), COUCHE-TARD FINANCING CORP., a Delaware corporation (“Finance Corp.”) and together with the Company, the “Issuers”), each of the GUARANTORS (as defined herein) listed on the signature page hereto and WELLS FARGO BANK MINNESOTA N.A., a national banking association, as trustee (the “Trustee”).
FIRST AMENDMENTFirst Amendment • March 17th, 2004 • 3055854 Nova Scotia Co • Retail-grocery stores
ADDENDUM TO THE STOCK PURCHASE AGREEMENTThe Stock Purchase Agreement • February 17th, 2004 • 3055854 Nova Scotia Co • Retail-convenience stores • New York
ADDENDUM AGREEMENT, dated as of December 11, 2003, between ALIMENTATION COUCHE-TARD, INC. (“Parent”), a corporation organized under the laws of the Province of Quebec, Canada, and CONOCOPHILLIPS COMPANY (“Seller”), a Delaware Company.
COUCHE-TARD/MAC’S S.E.C./ COUCHE-TARD/MAC’S L.P. LIMITED PARTNERSHIP AGREEMENT between DEPAN-ESCOMPTE COUCHE-TARD INC. and C CORP INC. and MAC’S CONVENIENCE STORES INC. and 3887961 CANADA INC.Couche-Tard • February 17th, 2004 • 3055854 Nova Scotia Co • Retail-convenience stores
BETWEEN: DEPAN-ESCOMPTE COUCHE-TARD INC., a corporation incorporated under the Laws of Québec, having its head office in the City of Laval. Province of Quebec, represented herein by Richard Fortin, its Executive Vice-President and Chief Financial Officer, duly authorized for the purposes hereof as he so declares;
CREDIT AGREEMENT, dated as of December 17, 2003, among ALIMENTATION COUCHE-TARD INC. (“ACT”), as a Guarantor, CERTAIN OF ACT’S CANADIAN SUBSIDIARIES, as the Canadian Borrowers, CERTAIN OF ACT’S U.S. SUBSIDIARIES, as the U.S. Borrowers, VARIOUS...Credit Agreement • February 17th, 2004 • 3055854 Nova Scotia Co • Retail-convenience stores • New York
ENVIRONMENTAL LIABILITIES AGREEMENTEnvironmental Liabilities Agreement • February 17th, 2004 • 3055854 Nova Scotia Co • Retail-convenience stores • New York
This ENVIRONMENTAL LIABILITIES AGREEMENT dated as of October 3, 2003, (together with the Schedules and Exhibits hereto, this “Agreement”) between ConocoPhillips Company (“Seller”), a Delaware corporation, and Alimentation Couche-Tard Inc. (“Parent”), a corporation organized under the laws of the Province of Québec, Canada (each a “Party” and collectively, the “Parties”).
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONSPurchase Agreement and Escrow Instructions • March 17th, 2004 • 3055854 Nova Scotia Co • Retail-grocery stores • New York
