F-10

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As filed with the Securities and Exchange Commission on February 13, 2004

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORMS F-10*, S-4* and F-4*
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Couche-Tard U.S. L.P.	(Exact name of registrant as specified in its charter)	Couche-Tard Financing Corp.
Delaware	(State or other jurisdiction of incorporation or organization)	Delaware
5411	(Primary Standard Industrial Classification Code Number)	n/a
26-0017946	(I.R.S. Employer Identification No.)	81-0638989

Alimentation Couche-Tard Inc.
(Exact name of registrant as specified in its charter)
Quebec, Canada
(State or other jurisdiction of incorporation or organization)
5411
(Primary Standard Industrial Classification Code Number)
Not Applicable
(I.R.S. Employer Identification No.)

1600 St-Martin Boulevard East
Tower B, Suite 200
Laval, Quebec, Canada H7G 4S7
(450) 662-6632
(Address, including zip code, and telephone number, including area code,
of registrants' principal executive offices)

Couche-Tard Financing Corp.
1500 North Priest Drive
Tempe, Arizona 85281
(602) 728-3114
(Name, address, including zip code, and telephone number, including area code of
agent for service)

Copy to:

Gerald D. Shepherd, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Avenue, 12^th Floor
New York, New York, 10022
(212) 588-5500

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

Form F-10				Form S-4
It is proposed that this filing shall become effective (check appropriate box):				If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box o
A.	o	upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).		If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
B.	ý	at some future date (check the appropriate box below)
	1.	o	pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing).	If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
	2.	o	pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date).
(continued on following page)

Form F-10				Form S-4
	3.	o	pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
	4.	ý	after the filing of the next amendment to this Form (if preliminary material is being filed).

Form F-4

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
71/2% Senior Subordinated Notes due 2013	$350,000,000	100%	$350,000,000	$44,345.00
Guarantees of 71/2% Senior Subordinated Notes due 2013(2)	—	—	—	None(3)

(1)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(f) of the Securities Act.

(2)

Alimentation Couch-Tard Inc. and each subsidiary of Alimentation Couche-Tard Inc. that is listed on the table of Additional Registrants below has guaranteed the notes registered hereby.

(3)

Pursuant to Rule 457(n) of the Securities Act, no separate consideration will be received for the guarantees and, therefore, no additional registration fee is required.

        Each Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until such Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Other Incorporation or Jurisdiction of Organization	IRS Employer Identification Number
Depan-Escompte Couche-Tard Inc.	Quebec, Canada	Not Applicable
Couche-Tard Inc.	Canada	Not Applicable
Mac's Convenience Stores Inc.	Ontario, Canada	Not Applicable
Couche-Tard/Mac's L.P.	Quebec, Canada	Not Applicable
3055854 Nova Scotia Company	Nova Scotia, Canada	Not Applicable
3053854 Nova Scotia Company	Nova Scotia, Canada	Not Applicable
ACT Financial Trust	Quebec, Canada	Not Applicable
Dunkin Donuts Master Franchisee     Quebec Inc.	Quebec, Canada	Not Applicable
Mac's Convenience Stores LLC	Delaware	98-0349427
The Circle K Corporation	Delaware	13-3721829
Circle K Stores Inc.	Texas	74-1149540
Circle K Enterprises Inc.	Delaware	86-0947249

        All of the additional registrants have their principal executive offices c/o Alimentation Couche-Tard Inc. 1600 St-Martin Boulevard East, Tower B, Suite 200, Laval, Quebec, Canada H7G 4S7, Telephone: (450) 662-6632.

*

This registration statement comprises a filing on Form F-10 with respect to the securities of Alimentation Couche-Tard Inc., a filing on Form S-4 with respect to the securities of the U.S. registrants and a filing on Form F-4 with respect to the securities of the non-U.S. registrants other than Alimentation Couche-Tard Inc.

PART I

INFORMATION REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS

The information in this preliminary prospectus is not complete and may be changed. We filed a copy of this preliminary prospectus with the Agence nationale d'encadrement du secteur financier (Quebec) and a registration statement relating to these securities with the Securities and Exchange Commission. We may not sell these securities until a receipt for the prospectus is received from the Agence nationale d'encadrement du secteur financier (Quebec) and the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 13, 2004

Registration No. 333-            

PROSPECTUS

Couche-Tard U.S. L.P.
Couche-Tard Financing Corp.

Offer to exchange our 7¹/2% Senior Notes due 2013,
which have been registered under the Securities Act,
for our outstanding 7¹/2% Senior Notes due 2013
issued in December 2003

Guaranteed on a senior subordinated basis by Alimentation Couche-Tard Inc.

        We are offering to exchange up to US$350,000,000 of our new 7¹/2% Senior Subordinated Notes due 2013 for a like amount of our outstanding 7¹/2% Senior Subordinated Notes due 2013.

Material Terms of Exchange Offer

•

The terms of the notes to be issued in the exchange offer will evidence the same continuing indebtedness as the outstanding notes and will have substantially identical terms as the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.



•

There is no existing public market for the outstanding notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated trading system.



•

The exchange offer expires at 12:00 midnight, New York City time, on                        , 2004, unless extended.



•

The exchange of notes will not be a taxable event for U.S. federal income tax purposes.



•

The exchange offer is subject to customary conditions, including the condition that the exchange offer not violate applicable law or any applicable interpretation of the Staff of the Securities and Exchange Commission ("Commission").



•

We will not receive any proceeds from the exchange offer.

        For a discussion of certain factors that you should consider before participating in this exchange offer, see "Risk Factors" beginning on page 19 of this prospectus.

        ALIMENTATION COUCHE-TARD INC. IS A FOREIGN ISSUER THAT IS PERMITTED, UNDER A MULTI-JURISDICTIONAL DISCLOSURE SYSTEM ADOPTED BY THE UNITED STATES, TO PREPARE THIS PROSPECTUS IN ACCORDANCE WITH THE DISCLOSURE REQUIREMENTS OF ITS HOME COUNTRY, CANADA. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT SUCH REQUIREMENTS ARE DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS INCLUDED OR INCORPORATED HEREIN HAVE BEEN PREPARED IN ACCORDANCE WITH CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO FOREIGN AUDITING AND AUDITOR INDEPENDENCE STANDARDS, AND THUS MAY NOT BE COMPARABLE TO FINANCIAL STATEMENTS OF UNITED STATES COMPANIES.

        PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THE ACQUISITION OF THE SECURITIES DESCRIBED HEREIN MAY HAVE TAX CONSEQUENCES BOTH IN THE UNITED STATES AND CANADA. SUCH CONSEQUENCES FOR INVESTORS WHO ARE RESIDENT IN, OR CITIZENS OF, THE UNITED STATES MAY NOT BE DESCRIBED FULLY HEREIN.

        THE ENFORCEMENT BY INVESTORS OF CIVIL LIABILITIES UNDER THE FEDERAL SECURITIES LAWS MAY BE AFFECTED ADVERSELY BY THE FACT THAT CERTAIN OF THE REGISTRANTS ARE INCORPORATED OR FORMED UNDER THE LAWS OF CANADA, THAT SOME OR ALL OF OUR OFFICERS AND DIRECTORS MAY BE RESIDENTS OF A FOREIGN COUNTRY, AND THAT ALL OR A SUBSTANTIAL PORTION OF CERTAIN OF THE REGISTRANTS' ASSETS AND SAID PERSONS MAY BE LOCATED OUTSIDE OF THE UNITED STATES.

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO SECURITIES REGULATORY AUTHORITY IN CANADA HAS EXPRESSED AN OPINION ABOUT THESE SECURITIES AND IT IS AN OFFENSE TO CLAIM OTHERWISE.

        Prospective investors should be aware that, during the period of the exchange offer, the Canadian registrants or their affiliates, directly or indirectly, may bid for or make purchases of the securities to be distributed or to be exchanged, or certain related securities, as permitted by applicable laws or regulations of Canada or its provinces or territories.

The date of this prospectus is                        , 2004.

TABLE OF CONTENTS

	Page
Market and Industry Data	ii
Trademarks	ii
Forward-Looking Statements	iii
Exchange Rate Data	iv
Explanation of Certain Financial Material	iv
Summary	1
Risk Factors	19
Use of Proceeds	32
Capitalization	33
The Exchange Offer	34
The December Transactions	43
Unaudited Pro Forma Consolidated Financial Statements	47
Selected Historical Financial and Other Data	62
Management's Discussion and Analysis of Financial Condition and Results of Operations	64
Business	89
Management	106
Principal Stockholders	113
Description of Capital Stock	115
Description of Other Indebtedness	116
Certain Relationships and Related Transactions	118
Description of the Notes	119
Registration Rights	166
Certain Income Tax Considerations	168
Plan of Distribution	175
Experts	176
Legal Matters	176
Available Information	176
Enforcability of Civil Liabilities	177
Index to Financial Statements	F-1

        You should rely only on the information contained in this prospectus or in documents to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to make the exchange offer and by a broker-dealer for resales of exchange notes acquired in the exchange offer where it is legal to do so. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of the prospectus.

        The exchange notes have not been and will not be qualified for public distribution under the securities laws of any province or territory of Canada. The exchange notes are not being offered for sale and may not be offered or sold, directly or indirectly, in Canada or to any resident thereof except in accordance with the securities laws of the provinces and territories of Canada. The notes have been issued pursuant to the exemption from the prospectus requirements of the applicable Canadian provincial and territorial securities laws and may be sold in Canada only pursuant to an exemption therefrom.

        Until 90 days after the expiration date, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions and pursuant to the commitment to deliver a prospectus in connection with resales of exchange notes.

i

MARKET AND INDUSTRY DATA

        Unless otherwise indicated, the market and industry data contained in this prospectus are based upon information from independent industry publications and our management's knowledge of and experience in the markets in which we operate. More extensive market and industry data are available for the convenience store industry in the United States than for the convenience store industry in Canada. As a result, some of the market and industry data included in this prospectus, including information used for comparative purposes with Couche-Tard's Canadian business, relates only to the convenience store industry in the United States. In addition, the majority of the market and industry data included in this prospectus is for the calendar year ended December 31, 2002, whereas Couche-Tard's most recent fiscal year ended April 27, 2003 and certain of the financial and other information relating to Couche-Tard's business in this prospectus is given as of October 12, 2003. Accordingly, there may be important timing differences between the data relating to our business and the market and industry data in this prospectus. While management believes this data to be reasonable, market and industry data are subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market size. In addition, consumption patterns and customer preferences can and do change.

TRADEMARKS

Couche-Tard®, Mac's®, Mike's Mart®, Becker's®, Wink's®, Bigfoot®, Dairy Mart®, La Maisonnée®, Sunshine Joe Coffee Co.®, Froster®, Circle K®, Circle K Express®, SmokeBreak®, Grocery Express®, Grabbers®, The Frozen Zone®, Circle K Strike Out Meter®, Thirst Buster®, Thirst Buster Nothing's Cooler®, Thirst Freezer®, Thirst Freezer Dangerously Cold®, Freshest Coffee Going!®, Circle K Short Orders®, QuickFlick®, Circlek.com®, "All you want today is at your Circle K"®, "All you want today"® and "Circle K, A Better Way"® are our trademarks. Other trademarks appearing in this prospectus are the property of their respective owners.

ii

FORWARD-LOOKING STATEMENTS

        We make "forward-looking statements" throughout this prospectus. Whenever you read a statement that is not simply a statement of historical fact (such as when we describe what we "believe", "expect", or "anticipate" will occur, what we "intend", "plan" or "seek" to do or accomplish and other similar statements), you must remember that our expectations may not be correct or that we may not take such actions or accomplish such goals. We do not guarantee that the transactions and events described in this prospectus will happen as described (or that they will happen at all). You should read this prospectus completely and with the understanding that actual future results may be materially different from what we expect. We will not update these forward-looking statements, even though our situation will change in the future.

        Whether actual results will conform with our expectations and predictions is subject to a number of risks and uncertainties, including:

•

difficulties in implementing our business strategy and technology;



•

difficulties that may be encountered in the integration of the operations of Couche-Tard and Circle K;



•

changes in wholesale and retail motor fuel pricing;



•

changes in the regulation or taxation of cigarettes or alcohol;



•

difficulties in retaining key members of our management team;



•

changes in the financial markets affecting our financial structure and our cost of capital and borrowed money;



•

compliance with and changes in environmental regulations;



•

our level of debt;



•

general economic conditions;



•

changes in operating expenses or the need for additional capital expenditures;



•

the effects of acquisitions we might make in the future; and



•

changes in pricing policies by us or our competitors.

iii

EXCHANGE RATE DATA

        The following tables set forth information about exchange rates based upon the noon buying rate in New York City for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York. These rates are set forth as Canadian dollars per US$1.00.

	Year ended					24-week period ended
	April 25, 1999	April 30, 2000	April 29, 2001	April 28, 2002	April 27, 2003	October 13, 2002	October 12, 2003
Average for period (1)	1.5100	1.4677	1.5112	1.5681	1.5316	1.5691	1.4172
Period end	1.4560	1.4794	1.5348	1.5673	1.4330	1.5865	1.3209

(1)

Calculated by taking the average of the exchange rates on the last day of each month in the applicable period.

	2003
					January 2004
	September	October	November	December
High for period	1.4163	1.3977	1.3522	1.2931	1.3310
Low for period	1.3757	1.3363	1.3016	1.3363	1.2716

        On February 12, 2004, the noon buying rate was $1.3188 per US$1.00. Certain U.S. dollar figures in this prospectus that are given as of October 12, 2003 have been translated to Canadian dollars at the exchange rate of 1.3209, which was the rate in effect as of October 10, 2003, the last business day prior to October 12, 2003. Certain U.S. dollar figures in this prospectus that are given as of December 17, 2003 have been translated to Canadian dollars at the exchange rate of 1.3250 which was the rate in effect as of that date. Certain U.S. dollar figures in this prospectus that are given as of February 1, 2004 have been translated to Canadian dollars at the exchange rate of 1.3265, which was the rate in effect as of January 30, 2004, the last business day prior to February 1, 2004. Certain historical financial information of Circle K in this prospectus for the twelve months ended March 31, 2003 has been translated from U.S. dollars into Canadian dollars at a rate of $1.5492 per US$1.00, which was the average rate during that period.

        See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk", "Risk Factors" and Notes 3 and 15 to the consolidated financial statements of Couche-Tard, included elsewhere in this prospectus, for more information about our management of risks associated with foreign exchange.

EXPLANATION OF CERTAIN FINANCIAL MATERIAL

        Couche-Tard's consolidated financial statements are prepared in accordance with generally accepted accounting principles in Canada ("Canadian GAAP"), which differ in certain material respects from generally accepted accounting principles in the United States ("U.S. GAAP"). Note 28 to Couche-Tard's consolidated financial statements, which are included elsewhere in this prospectus, provides a description of the material differences between Canadian GAAP and U.S. GAAP. Unless indicated otherwise, all financial information pertaining to Couche-Tard and all of our pro forma consolidated financial information included in this prospectus is prepared in accordance with Canadian GAAP. Circle K's financial statements are prepared in accordance with U.S. GAAP. Note 20 to Circle K's combined consolidated financial statements for the year ended December 31, 2002 and the period from September 15, 2001 to December 31, 2001, Note 12 to the consolidated financial statements for the periods ended September 14, 2001 and December 31, 2000 and Note 9 to the combined consolidated financial statements of Circle K for the nine months ended September 30, 2003 and September 30, 2002, which are included elsewhere in this prospectus, provide a description of the material differences between U.S. GAAP and Canadian GAAP. Note 21 to Circle K's combined consolidated financial statements for the year ended December 31, 2002 and the period from

iv

September 15, 2001 to December 31, 2001, Note 13 to Circle K's consolidated financial statements for the period from January 1, 2001 to September 14, 2001 and the year ended December 31, 2000 and Note 10 to the combined consolidated financial statements of Circle K for the nine months ended September 30, 2003 and September 30, 2002, which are included elsewhere in this prospectus, provide certain historical information of Circle K that has been presented on a pro forma basis for transactions that Circle K undertook prior to Couche-Tard's acquisition of Circle K. These transactions reflect the transfer of approximately 370 Circle K locations to ConocoPhillips.

        The unaudited pro forma consolidated financial statements for Couche-Tard and Circle K as a combined company presented elsewhere in this prospectus give effect to the Acquisition (as defined below under "Summary"), the related transactions consummated in connection with the Acquisition, the financings consummated in connection with the Acquisition (together, the "December Transactions") and the related contemplated sale-leaseback transactions described below under "Summary—Recent Developments" (together with the December Transactions, the "Transactions") as if they had occurred on the dates indicated and after giving effect to the pro forma adjustments. The unaudited pro forma consolidated balance sheet data are presented as if the Transactions had been completed on October 12, 2003 and, due to different fiscal period ends, combine the historical balance sheet of Couche-Tard as of October 12, 2003 and the historical balance sheet of Circle K as of September 30, 2003. The unaudited pro forma consolidated statement of earnings data for the year ended April 27, 2003 are presented as if the Transactions had taken place on April 29, 2002 and, due to different fiscal periods, combine the historical results of Couche-Tard for the year ended April 27, 2003 and the historical results of Circle K for the 12-month period ended March 31, 2003. The unaudited pro forma consolidated statement of earnings for the 24-week period ended October 12, 2003 is presented as if the Transactions had taken place on April 29, 2002 and, due to different fiscal periods, combines the historical results of Couche-Tard for the 24-week period ended October 12, 2003 and the historical results of Circle K for the 6-month period ended September 30, 2003.

        Couche-Tard's consolidated financial statements and the unaudited pro forma consolidated financial statements are presented in Canadian dollars, while Circle K's historical consolidated financial statements are presented in U.S. dollars.

v

SUMMARY

The following summary contains basic information about this offering. It likely does not contain all the information that is important to you. For a more complete understanding of this offering, we encourage you to read this entire document. As used in this prospectus, unless the context indicates otherwise: (i) "we", "our" and "us" refer collectively to Alimentation Couche-Tard Inc. and its subsidiaries, including the issuers of the notes, after giving effect to the acquisition of Circle K (the "Acquisition"), and after giving effect to the disposition by Circle K of certain stores retained by ConocoPhillips Company ("ConocoPhillips") (and in respect of such combined group of companies, all operating information unless otherwise indicated is presented on a pro forma basis giving effect to the Acquisition (excluding the stores retained by Conocco Phillips) and all financial information unless otherwise indicated is presented on a pro forma basis giving effect to the Transactions), (ii) "Couche-Tard" refers to Alimentation Couche-Tard Inc. and its subsidiaries, but excludes Circle K and its subsidiaries, (iii) "Circle K" refers to The Circle K Corporation and its subsidiaries after giving effect to the disposition by Circle K of certain stores retained by ConocoPhillips and after giving effect to the licensing of 244 franchise stores by ConocoPhillips from Circle K that are operated by ConocoPhillips pursuant to the terms of license agreements, (iv) "issuers" refer collectively to Couche-Tard U.S. L.P., a Delaware limited partnership, and Couche-Tard Financing Corp., a Delaware corporation, the issuers of the notes, and (v) our store count and related information is given as of October 12, 2003.

Couche-Tard's most recent fiscal year ended April 27, 2003 and its most recent interim period included in this prospectus is the 24-week period ended October 12, 2003. Circle K's most recent fiscal year prior to the closing of the Acquisition ended December 31, 2002, and its most recent interim period prior to the closing of the Acquisition was the nine-month period ended September 30, 2003. Unless the context otherwise requires, references in this prospectus to "$" or "dollars" are to Canadian dollars and references in this prospectus to "US$" or "US dollars" are to United States dollars.

The Company

Company Overview

        We are the second largest independent convenience store operator in North America with a network of 4,672 stores located throughout 23 U.S. states and seven provinces and territories in Canada. We sell food and beverage items, motor fuel and other products and services targeted to meet our customers' demand for convenience and quality in a clean and welcoming environment. We believe that the Acquisition of Circle K adds a strong, well-recognized store banner, expands our store network and our product brand offering, and significantly increases our geographic diversification. The Acquisition further establishes our presence in the United States, particularly in the southern, southeastern and southwestern regions (the "Sunbelt"). We believe the Sunbelt is attractive for convenience store operations due to its favorable population growth and warm weather, which is conducive to the consumption of many of our products. Furthermore, the Acquisition significantly increases the scale of our operations, which we believe will provide us with several important benefits, including more favorable purchasing terms. For the fiscal year ended April 27, 2003, our pro forma revenues and Adjusted EBITDA were approximately $9.3 billion and $336.7 million, respectively.

        We believe that our business model has differentiated Couche-Tard from its competition through its decentralized management structure, commitment to operational expertise, focus on in-store merchandise, particularly the higher growth and higher margin foodservice category, and continued investment in store modernization and technology. We believe we will improve our overall financial performance by applying the Couche-Tard business model to our Circle K operations.

Couche-Tard

        Couche-Tard is the largest Canadian convenience store operator with a network of 1,803 convenience stores in Canada and has a significant presence in the Midwestern United States with an

1

additional 590 stores. Of the 2,393 Couche-Tard stores, 1,943 are company-operated and 450 are franchise or affiliate stores. In addition, Couche-Tard is the franchisor for 101 Dunkin' Donuts stores in Quebec. Motor fuel is sold at 51% of Couche-Tard's company-operated stores. Couche-Tard's Canadian stores are located in Quebec, Ontario, Alberta, British Columbia, Manitoba, Saskatchewan and the Northwest Territories, and its U.S. stores are located in Ohio, Indiana, Kentucky, Illinois, Michigan, Pennsylvania and Iowa. The Couche-Tard stores are primarily operated under the Couche-Tard and Mac's banners in Canada and the Dairy Mart and Mac's banners in the United States.

        Couche-Tard is focused on its merchandise and service sales which comprised 59% of revenues and 84% of gross profit in fiscal 2003, compared with the 2002 U.S. industry averages of 38% and 66%, respectively. Couche-Tard offers its customers more than 2,500 product stock- keeping units ("SKUs") that include traditional convenience store items such as packaged and frozen beverages, candy and snacks, coffee, dairy items, beer/wine and tobacco products, as well as products not traditionally offered by convenience stores such as fresh food and foodservice items. In addition, services such as automatic teller machines and lottery ticket sales are offered in many stores.

        Couche-Tard's brand strategy employs proprietary brands for brewed coffee, frozen/iced beverages, fresh sandwiches and other fresh food items, in addition to national brands. Couche-Tard also uses a "quick service restaurant" ("QSR") strategy and has 181 in-store restaurants throughout its network of stores that includes brands such as Subway, Dunkin' Donuts, M&M Meats, Taco Bell, Mr. Hero and Quiznos. Couche-Tard sells motor fuel under a variety of national brands, including Esso, Petro-Canada, Shell, Irving, Ultramar and BP Amoco, as well as under its private labels, including Couche-Tard, Mac's and Bigfoot.

        Couche-Tard's stores, which are located in high-traffic areas, include freestanding stores and stores located in strip shopping centers. Couche-Tard's stores are designed to appeal to customers in their local markets, rather than conforming to a single standard format. The majority of the stores are open seven days a week, 24 hours a day, with peak customer traffic in the early morning and late afternoon. A typical Couche-Tard store is between 2,000 and 2,500 square feet while newly-developed stores are generally approximately 3,000 square feet to accommodate in-store seating and, in certain cases, QSRs. We believe that Couche-Tard's store network is among the highest quality and most modern in the industry. Since 1998, Couche-Tard has modernized and reconfigured approximately 48% of its company-operated stores using its Store 2000 Concept. This merchandising approach uses innovative store designs and differentiated product offerings tailored to meet local market needs and features inviting decor, in-store seating areas, QSRs in certain locations, and expanded offerings of higher-margin products such as prepared foods. In addition, as part of its commitment to operational excellence, Couche-Tard has installed point-of-sale ("POS") systems, including scanning, in 100% of its company-operated stores.

        Alain Bouchard, the Chairman, President and Chief Executive Officer of Alimentation Couche-Tard Inc., started the chain with one store in 1980. Today, Alimentation Couche-Tard Inc.'s shares trade on the Toronto Stock Exchange and, as of February 12, 2004, it had a total market capitalization of approximately $2.5 billion. From fiscal 1999 to fiscal 2003, Couche-Tard's revenues and EBITDA grew at compound annual growth rates of 51% and 47%, respectively. In fiscal 2003, Couche-Tard generated revenues of $3.4 billion and EBITDA of $158.1 million. Couche-Tard is headquartered in Laval, Quebec and has approximately 12,500 employees in its company-operated stores, distribution center and administrative offices.

Circle K

        Circle K is a leading convenience store chain in the Sunbelt with a network of 2,279 stores, of which 1,663 are company-operated and 616 are franchise or affiliate stores. Motor fuel is sold at 1,438 or 86% of Circle K's company-operated stores. Circle K's company-operated stores are located in 16

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states, including Arizona, Florida, California, Louisiana and Texas. All of Circle K's stores are operated under the Circle K banner, which is well-known throughout the Sunbelt.

        Circle K stores offer customers more than 3,000 traditional convenience store product SKUs, with a particular emphasis on packaged beverages, coffee, candy and snacks, beer and tobacco products. In fiscal 2002, in-store merchandise and other non-motor fuel sales comprised 54% of Circle K's revenues and 81% of its gross profit. Circle K's motor fuel is primarily sold under the 76, Circle K and Phillips66 brands.

        Circle K's stores are typically located in freestanding buildings on corner sites, which are easily accessible from busy streets and intersections. The stores' simple and consistent design makes them easily recognizable. All locations have adjacent parking facilities on one or more sides. Over 90% of the stores are open seven days a week, 24 hours a day, with peak customer traffic in the early morning and late afternoon. The size of a typical Circle K store is between 2,000 and 2,500 square feet.

        Circle K began operations in 1951 with the purchase of three Kay's Food Stores in Texas. Circle K was a subsidiary of ConocoPhillips or its predecessors from 1996 through December 2003 when it was acquired by Couche-Tard. In fiscal 2002, Circle K generated revenues of approximately $5.7 billion and Adjusted EBITDA of $197.9 million (after giving effect to the transfer of certain stores to ConocoPhillips). Circle K is headquartered in Tempe, Arizona and has more than 14,500 employees.

Business Strengths

        Leading Market Position.    We have a network of more than 4,600 convenience stores which makes us the second largest independent operator and the fourth largest overall operator of convenience stores in North America, including independent chains and chains operated by integrated oil companies. We believe our well-recognized banners, including Couche-Tard, Circle K, Mac's and Dairy Mart, have an established reputation for convenience and excellence in product selection and value that helps to differentiate our stores from those of our competitors. We believe that the geographic diversity of our network throughout the United States and Canada reduces our exposure to adverse local and/or regional market conditions, including fluctuations in motor fuel prices. With more than $9 billion in pro forma revenues in fiscal 2003 and over 20 years of convenience store operations, we believe our size and experience have enabled us to develop operating efficiencies that provide us with a competitive advantage, particularly with respect to merchandising and purchasing.

        Well-Located and Modernized Store Base.    We believe that we have high-quality stores in strategic locations. We believe that focusing on developing networks of stores in the geographic areas in which we operate enables us to study those markets and refine our location strategy. We selectively choose our store sites to maximize our store traffic and visibility and we effectively manage the closure of under-performing stores. We believe that the Circle K stores are well-situated on attractive real estate in their local markets. Due to current land prices and the unavailability of suitable properties in our primary markets, we believe it would be difficult for our competitors and new entrants to replicate our store base.

        We have made substantial investments in our Couche-Tard stores through our Store 2000 Concept. Couche-Tard has implemented the Store 2000 Concept in 940 of its company-operated stores, which represent approximately 48% of such stores. Circle K has also made significant investments in modernizing its store base in the last three fiscal years by investing more than US$100 million in store fixtures, maintenance and other capital improvements. We have also invested approximately $25.4 million in information systems for Couche-Tard's store network in the last three fiscal years. Currently, all of Couche-Tard's company-operated stores use scanning technology, which is significantly higher than the industry average of approximately 76% of convenience stores.

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        Differentiated Business Model.    We believe that our business model has positively differentiated Couche-Tard from its competitors. The principal elements of this business model are as follows:

Decentralized Management Structure.    We believe that our culture is entrepreneurial and that Couche-Tard's management structure is one of our most important business strengths. Couche-Tard manages its operations and workforce in a decentralized manner in order to expedite decision making, to address local demand for specific products and services, and to minimize corporate overhead costs. Each store is operated as a distinct business unit and store managers are responsible for meeting financial and operational targets. We support our store managers with a strong, experienced management team and capital resources, which we believe provide our managers with a significant competitive advantage compared to smaller operators. In addition, we implement a rigorous performance measurement or "benchmarking" process to ensure that best practices are deployed across our network and to allow us to provide timely and effective feedback to our managers at all levels. We intend to manage the Circle K stores on the same decentralized basis.

Commitment to Operational Expertise.    We have developed substantial operational expertise that enables us to efficiently match our product assortment with our customers' preferences. We employ this expertise throughout our product delivery chain, from the selection of store locations to the development of store designs, the supply and distribution of products, the merchandising and marketing, and ultimately to the sale of products to our customers. This delivery chain is supported by our experienced and well-trained store and management personnel who are focused on optimizing store performance and maximizing our customers' satisfaction. In addition, each stage of our operations is supported by the use of technology that enables us to perform an in-depth analysis of our inventory purchases and sales. We use this information to continue to refine our purchasing operations and to work with our suppliers to tailor our merchandising and customize our shelf space to increase sales volume. As a result, we believe we are able to secure more favorable purchasing terms from our suppliers. We intend to apply this operational expertise to the Circle K store network with the objective of enhancing its financial performance.

Focus on In-store Merchandise.    We have been able to focus on growing and developing our in-store merchandise sales, which generate higher margins than motor fuel sales because, unlike many of our competitors, we are not owned by a major oil company. In particular, Couche-Tard has focused on growing its higher margin foodservice business, including its QSRs, to further improve profit margins and differentiate its stores from those of its competitors. Accordingly, in fiscal 2003, gross profit from motor fuel sales represented only 16% of Couche-Tard's gross profit, compared to the overall U.S. industry average of 34% in 2002.

        Experienced and Incentivized Management Team with a Proven Track Record.    Our senior executive management team has worked together for more than 20 years and has developed extensive expertise in operating convenience stores. As of January 30, 2004, our senior executive management team collectively owned approximately 20% of Alimentation Couche-Tard Inc.'s stock, having a market value on January 30, 2004 of approximately $490.6 million, and controlled approximately 54% of the voting rights of all outstanding shares. Furthermore, our nine operational vice-presidents have an average of approximately 18 years of industry experience. Many of our management personnel at all levels have progressed into management positions after working with us for many years at different levels of the organization, while others have joined us in connection with acquisitions and have brought us additional expertise. Since 1997, Couche-Tard has completed four significant acquisitions, adding an additional 1,851 stores to its network. Two of these acquisitions doubled the size of Couche-Tard's then-existing store network and management's ability to integrate stores into our existing network has been an important factor in our success. In addition, during that seven-year period, our management transitioned Couche-Tard from a local Quebec company to a leading convenience store operator in Canada and the United States. We intend to retain a majority of Circle K's operational management team.

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Business Strategy

        We plan to continue growing our business and improving our financial performance by implementing our business strategy, the key elements of which include:

        Drive Internal Sales Growth and Profitability.    We use our branding strategy, innovative store concepts and foodservice offerings to enhance customer loyalty and return shopping, and to grow same-store sales by promoting the consumption of high-margin products and tailoring our product and service offerings to meet local tastes.

In-Store Branding.    We use in-store branding strategies, including proprietary and national brands, to differentiate our fresh food offerings from other convenience stores, build customer loyalty and promote return shopping. At the core of this offering is a quality assortment of freshly brewed coffee, frozen/iced beverages, fresh sandwiches and other fresh food items that are marketed under our proprietary brands. Our La Maisonnee and Handful branded fresh sandwiches and breakfast selections, and Sunshine Joe Coffee Co., Sloche, Froster, Thirst Buster and The Frozen Zone brands of beverages are examples of successful proprietary branded items that we have added to our growing selection of fresh products. In addition, we continue to build on existing partnerships with recognized coffee franchises and national brand names such as Van Houtte, Millstone and Seattle's Best.

Store 2000 Concept.    We plan to continue to use Couche-Tard's successful Store 2000 Concept to grow same-store sales and drive purchases of higher margin products and services. We believe that the implementation of the Store 2000 Concept has favorably impacted the revenues and profit margins of reconfigured stores. We intend to introduce our Store 2000 Concept to the Circle K stores over the next few years. For fiscal 2004, we intend to reconfigure 240 Couche-Tard stores to our Store 2000 Concept.

Quick Service Restaurants.    Since 1998, Couche-Tard has implemented QSRs as a key element of its Store 2000 Concept in 176 of its stores, including the addition of 67 new QSRs in fiscal 2003. These QSRs are designed to increase customer traffic and profit margins by attracting customers through recognized brands and encouraging them to spend more time in the store. Couche-Tard operates these QSRs within the Couche-Tard stores as a franchisee and is responsible for their daily operations. We intend to continue to implement this strategy in our Couche-Tard stores and selectively introduce it to our Circle K stores.

        Invest in Store Modernization and Information Systems.    We intend to continue investing in the modernization of our store base and the enhancement of our technology and information systems at all levels throughout our store network and in our distribution center. We analyze our investment opportunities based on their potential growth, profitability and rate of return on capital. We believe that our access to both internal and external sources of capital allows us to make investments that provide us with a competitive advantage in a highly-fragmented industry.

        We have made significant investments in technology because we believe that the information generated from such systems is critical to the operation of our business. By analyzing the data generated by our POS systems, we are better able to adjust our product and service mix to meet local demands, eliminate slow-moving inventory items, and optimize our purchasing activities. Over the next 24 months, we expect to complete the installation of POS systems, including scanning, in the Circle K company-operated stores that do not currently have such technology and to utilize the information gathered throughout the Circle K network to enhance store performance.

        Leverage Supplier Relationships.    We seek to develop and maintain strong relationships with our merchandise and motor fuel suppliers. As the largest convenience store operator in Canada and fourth largest overall convenience store operator in North America, we represent an attractive distribution channel to suppliers due to our scale, broad geographic presence and our proven ability to grow

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merchandise and motor fuel sales. We use the inventory information from our POS systems to work with our suppliers to provide mutually agreeable merchandising and exclusivity arrangements, which we believe allows us to secure more favorable purchasing terms. Moreover, we believe the consolidation of Couche-Tard and Circle K will lead to additional volume purchasing benefits.

        Selectively Expand our Store Network.    We plan to continue to expand our store network through new store development and selective acquisitions. In particular, we intend to focus our resources on identifying "fill-in" opportunities comprised of individual stores or small chains within our existing markets that will complement our current operations. These "fill-in" acquisitions allow us to focus our management efforts on the regions in which we operate and to realize regional economies of scale. When we make an acquisition, we apply our business model to the acquired stores and typically integrate such stores into our operational and information systems.

The December Transactions

        On December 17, 2003, Couche-Tard acquired Circle K from ConocoPhillips for a net cash purchase price of US$803.9 million, which purchase price remains subject to reduction by the amount of long-term debt and capital lease obligations of Circle K on the closing date of the Acquisition, estimated as of September 30, 2003 to be approximately US$7.9 million, and subject to a working capital adjustment. The Acquisition was financed through the proceeds from the issuance of the notes, borrowings under our senior credit facility and the proceeds from the issuance of Class B subordinate voting shares of Alimentation Couche-Tard Inc.

The Acquisition

        In connection with the Acquisition:

•

Couche-Tard acquired all the outstanding capital stock of Circle K;



•

ConocoPhillips retained 370 locations and entered into franchise agreements with us for the use of the name "Circle K" in connection with 244 convenience stores that ConocoPhillips operates under the Circle K banner;



•

we entered into a five-year motor fuel supply agreement with ConocoPhillips;



•

we entered into several other related agreements with ConocoPhillips, including several trademark licensing agreements and a reseller agreement;



•

we entered into an environmental liabilities agreement with ConocoPhillips; and



•

we agreed to undertake certain capital improvements at the Circle K stores in connection with the proposed settlement of litigation brought against Circle K under the Americans with Disabilities Act.

Recent Developments

Acquisition of Stores from Clark Retail Entreprises, Inc. and Related Sale-Leaseback Transaction

        On September 4, 2003, Couche-Tard acquired certain assets of Clark Retail Enterprises, Inc. for total cash consideration of $45.0 million. In this transaction, Couche-Tard acquired 43 convenience stores, 33 of which are located in Illinois, with the remainder in Indiana, Iowa, Michigan and Ohio. All of the stores sell motor fuel. Couche-Tard acquired the buildings and land at 31 of these sites, with the remaining 12 being leased. On October 30, 2003, Couche-Tard completed a sale-leaseback transaction with respect to 19 of the Clark stores and received proceeds of approximately US$15 million. These transactions are not included as pro forma adjustments.

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Contemplated Sale-Leaseback of Circle K Stores

        We have entered into commitment letters with certain financial institutions regarding the possible sale of real property and certain structures relating to certain Circle K Stores and the leasing of those stores back to us in one or more sale-leaseback transactions. We expect to receive proceeds of up to US$250 million (excluding transaction fees) in connection with such transactions. The contemplated sale-leaseback transactions would be subject to customary terms and conditions, including the satisfactory completion of a due diligence investigation, the execution and delivery of satisfactory definitive documentation relating to the transactions and confirmation that the leases under the sale-leaseback transactions will be afforded operating lease treatment. If we consummate the sale-leaseback transactions described above, we intend that the sale-leaseback transactions will be afforded operating lease treatment under both Canadian GAAP and U.S. GAAP and to use the proceeds from the transactions to repay borrowings under our senior credit facility. If consummated, these sale-leaseback transactions would take place early in the 2004 calendar year. No assurance can be given that we will consummate these sale-leaseback transactions or, if they are consummated, as to the terms upon which such sale-leaseback transactions will be consummated. These transactions are included as pro forma adjustments in the pro forma financial statements included herein. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "Unaudited Pro Forma Consolidated Financial Statements".

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Corporate Organization

        The following chart illustrates the corporate organization of Alimentation Couche-Tard Inc. and its principal subsidiaries, including the issuers, after giving effect to the Transactions. All of the Couche-Tard subsidiaries are 100% owned and substantially all of the Circle K subsidiaries are 100% owned.

        Alimentation Couche-Tard Inc. and each of its subsidiaries that is a guarantor or borrower under the senior credit facility is a guarantor under the notes. All of our material subsidiaries are also guarantors or borrowers under the senior credit facility.

        Couche-Tard U.S. L.P. and Couche-Tard Financing Corp. are the issuers of the notes. Couche-Tard U.S. L.P. is a Delaware limited partnership formed in 2001. Couche-Tard U.S. L.P. holds the majority of Alimentation Couche-Tard Inc.'s U.S. assets, including the shares of The Circle K Corporation. The general partner of Couche-Tard U.S. L.P. is 3055854 Nova Scotia Company, an indirect wholly-owned subsidiary of Alimentation Couche-Tard Inc. Couche-Tard Financing Corp. is a Delaware corporation that was formed in 2003 in connection with the offering of the notes and has no assets or operations, except in connection with the issuance of the notes. Alimentation Couche-Tard Inc. is a Quebec company and its shares trade on the Toronto Stock Exchange. See "Business—Couche-Tard—History".

        Our headquarters are located at 1600 St-Martin Boulevard East, Tower B, Suite 200, Laval, Quebec H7G 4S7, Telephone: (450) 662-6632. Our website is http://www.couche-tard.com. The information found on our website does not form part of this prospectus.

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Summary of the Exchange Offer

The Initial Offering of Outstanding Notes	We sold the outstanding notes on December 17, 2003 in a transaction exempt from the requirements of the Securities Act of 1933, as amended (the "Securities Act"). The initial purchasers of the outstanding notes subsequently resold the outstanding notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act and under Regulation S.
Registration Rights Agreement	Simultaneously with the initial sale of the outstanding notes, we entered into a registration rights agreement with the initial purchasers named therein for the exchange offer. In the registration rights agreement, we agreed, among other things, to use our reasonable best efforts to file a registration statement with the Commission within 120 days, and to complete this exchange offer within 240 days, of issuing the outstanding notes. The exchange offer is intended to satisfy your rights under the registration rights agreement. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your outstanding notes. See "Registration Rights Agreement".
The Exchange Offer	We are offering to exchange the exchange notes, which have been registered under the Securities Act for your outstanding notes, which were issued on December 17, 2003 in the initial offering. The exchange notes will evidence the same debt as the outstanding notes and will be governed by the same indenture. In order to be exchanged, an outstanding note must be properly tendered and accepted. All outstanding notes that are validly tendered and not validly withdrawn will be exchanged. We will issue exchange notes promptly after the expiration of the exchange offer.
Resales	We believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act provided that:
	•	any exchange notes that you receive will be acquired in the ordinary course of your business;
	•	you are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes; and

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	•	you are not our "affiliate" as defined in Rule 405 of the Securities Act, or a broker-dealer tendering notes acquired directly from us.
	If any of these conditions are not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability. Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes that were acquired by that broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes issued to it in the exchange offer.
Record Date	We mailed this prospectus and the related exchange offer documents to registered holders of outstanding notes on                , 2004.
Expiration Date	The exchange offer will expire at 12:00 midnight, New York City time,                , 2004, unless we decide to extend the expiration date.
Conditions to the Exchange Offer	The exchange offer is not conditional upon any minimum aggregate principal amount of outstanding notes being tendered for exchange. The exchange offer is subject to customary conditions, which may be waived by us. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. See "The Exchange Offer—Conditions to the Exchange Offer".

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Procedures for Tendering Outstanding Notes	We issued the outstanding notes as global securities. When the outstanding notes were issued, we deposited the global notes representing the outstanding notes with Wells Fargo Bank Minnesota, N.A. as book-entry depositary. Wells Fargo Bank Minnesota, N.A. issued a certificateless depositary interest in each global note we deposited with it, which represents a 100% interest in the notes, to The Depositary Trust Company, known as DTC. Beneficial interests in the outstanding notes, which are held by direct or indirect participants in DTC through the certificateless depositary interest, are shown on records maintained in book-entry form by DTC.
	You may tender your outstanding notes through book-entry transfer in accordance with DTC's Automated Tender Offer Program, known as ATOP. To tender your outstanding notes by a means other than book-entry transfer, a letter of transmittal must be completed and signed according to the instructions contained in the letter. The letter of transmittal and any other documents required by the letter of transmittal must be delivered to the exchange agent by mail, facsimile, hand delivery or overnight carrier. In addition, you must deliver the outstanding notes to the exchange agent or comply with the procedures for guaranteed delivery. See "The Exchange Offer—Procedures for Tendering Notes" for more information.
	Do not send letters of transmittal and certificates representing outstanding notes to us. Send these documents only to the exchange agent. See "The Exchange Offer—Exchange Agent" for more information.
Effect of Not Tendering	Notes held by holders that were eligible to participate in the exchange offer that are not tendered or that are tendered but not accepted will, following the completion of the exchange offer, continue to be subject to the existing restrictions upon transfer thereof. We will have no further obligation to provide for the registration under the Securities Act of such notes. Accordingly, the liquidity of the market for the outstanding notes could be adversely affected.
	Neither the Delaware General Corporation Law nor the indenture relating to the notes gives you any appraisal or dissenters' rights or any other right to seek monetary damages in court if you do not participate in the exchange offer.

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Special Procedures for Beneficial Owners	If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.
Guaranteed Delivery Procedures	If you cannot meet the expiration date deadline, or you cannot deliver your notes, the letter of transmittal or any other documentation on time, then you must surrender your notes according to the guaranteed delivery procedures set forth under "The Exchange Offer—Procedures for Tendering Notes—Guaranteed Delivery".
Withdrawal Rights	You may withdraw the tender of your outstanding notes at any time prior to 12:00 midnight, New York City time on                , 2004.
Federal Income Tax Considerations	The exchange of outstanding notes will not be a taxable event for United States federal income tax purposes or for Canadian federal income tax purposes.
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer.
Exchange Agent	Wells Fargo Bank Minnesota, N.A. is serving as the exchange agent in connection with the exchange offer.

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The Notes

Issuers	Couche-Tard U.S. L.P. and Couche-Tard Financing Corp., as joint and several obligors (the "issuers").
Securities Offered	US$350 million principal amount of 71/2% senior subordinated notes.
Maturity Date	December 15, 2013.
Interest Rate	71/2% per year.
Interest Payment Dates	Each June 15 and December 15, beginning June 15, 2004.
Security and Ranking	The notes will not be secured by any collateral.
	The notes will rank junior in right of payment to all of the issuers' senior debt (including guarantee obligations), which will include borrowings under our senior credit facility, and will rank equal in right of payment to the issuers' senior subordinated debt, if any. Therefore, if the issuers default, your right to payment under the notes will be junior to the rights of the holders of the issuers' senior debt. The notes will rank senior in right of payment to the issuers' subordinated debt, if any.
	As of February 1, 2004, we had $1.2 billion of debt outstanding, of which $689.1 million was senior debt.
Guarantees	On the issue date, Alimentation Couche-Tard Inc. and all of its direct and indirect subsidiaries that are guarantors or borrowers under our senior credit facility, including all of the issuers' subsidiaries that are guarantors or borrowers under the senior credit facility, will guarantee the notes with unconditional guarantees of payment. The guarantees of the notes will rank junior in right of payment to the guarantors' senior debt (including guarantee obligations), including their guarantees of our senior credit facility, and will rank equal in right of payment to the guarantors' senior subordinated debt, if any, and senior in right of payment to the guarantors' subordinated debt, if any.
	On a pro-forma basis, our non-guarantor subsidiaries collectively would have accounted for less than 3% of our consolidated revenues and EBITDA for the fiscal year ended April 27, 2003, and less than 3% of our assets and liabilities as of April 27, 2003.

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Tax Gross-up	Couche-Tard U.S. L.P. and the Canadian guarantors will make payments on the notes free of withholding or deduction for Canadian taxes except as required by law. If withholding or deduction is required with respect to payments made by Couche-Tard U.S. L.P. or a Canadian guarantor, Couche-Tard U.S. L.P. or such Canadian guarantor, as applicable, may be required to pay additional amounts so that the net amounts you receive will equal the amount you would have received if withholding or deduction had not been imposed.
Optional Redemption	Except with the proceeds of public equity offerings by Alimentation Couche-Tard Inc., or following the imposition of certain Canadian withholding tax obligations on us, the issuers cannot choose to redeem the notes prior to December 15, 2008.
	At any time from and after that date (which may be more than once), the issuers can choose to redeem some or all of the notes at specified prices, plus accrued and unpaid interest.
Optional Redemption after Public Equity Offerings	At any time (which may be more than once) before December 15, 2006, the issuers can choose to redeem up to 35% of the outstanding principal amount of the notes with money that Alimentation Couche-Tard Inc. raises in one or more public equity offerings and contributes to the common equity capital of Couche-Tard U.S. L.P., as long as:
	•	the issuers pay 107.500% of the principal amount of the notes bought, plus accrued and unpaid interest;
	•	the issuers purchase the notes within 90 days of completing the public equity offering; and
	•	at least 65% of the aggregate principal amount of the notes originally issued remains outstanding afterwards.
Optional Redemption for Change in Withholding Taxes	If Couche-Tard U.S. L.P. or any Canadian guarantor becomes obligated to pay certain additional withholding taxes because of a change in the laws or regulations of Canada or a change in the interpretation thereof after the issue date, the issuers may redeem the notes at a price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of redemption.

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Change of Control Offer	If Alimentation Couche-Tard Inc. experiences a change in control, the issuers must offer to purchase your notes at 101% of their principal amount, plus accrued and unpaid interest.
	The issuers might not be able to pay you the required price for notes you present to them at the time of a change in control because the issuers might not have enough funds at that time or the terms of their senior debt may prevent them from paying.
Asset Sale Proceeds	The issuers may have to use the net cash proceeds from selling assets to offer to purchase your notes at 100% of their principal amount, plus accrued and unpaid interest.
Certain Indenture Provisions	The indenture governing the notes will limit what Alimentation Couche-Tard Inc. and its restricted subsidiaries (including, without limitation, the issuers) may do. The provisions of the indenture will limit our ability to:
	•	incur more debt;
	•	pay dividends and make distributions;
	•	make investments;
	•	issue stock of subsidiaries;
	•	repurchase stock;
	•	create liens;
	•	enter into transactions with affiliates;
	•	enter into sale-leaseback transactions;
	•	merge or consolidate; and
	•	transfer and sell assets.
	These covenants are subject to a number of important exceptions. See "Description of the Notes—Certain Covenants".
No Prior Market; The PORTAL Market® Listing	The notes will be new securities for which there is currently no market. Although the initial purchasers of the outstanding notes have informed us that they intend to make a market in the exchange notes, they are not obligated to do so and they may discontinue market-making at any time without notice. Accordingly, the issuers cannot assure you that a liquid market for the notes and, if issued, the exchange notes will develop or be maintained. The issuers have agreed to seek to have the notes made eligible for trading on The PORTAL Market®.
Use of Proceeds	We will not receive any proceeds from this offering.

        For more complete information about the notes, see "Description of the Notes".

Risk Factors

        Before participating in the exchange offer, you should consider carefully the information included in "Risk Factors", as well as the other information contained in this prospectus.

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Summary Historical and Pro Forma Financial and Other Data
(dollars in thousands)

        The following tables set forth summary historical financial data for Couche-Tard and our pro forma consolidated financial and other data. The summary historical financial data and the pro forma consolidated financial and other data in this table should be read in conjunction with, and are qualified in their entirety by, Couche-Tard's audited and unaudited consolidated financial statements and the notes thereto, "Unaudited Pro Forma Consolidated Financial Statements", "Management's Discussion and Analysis of Financial Conditions and Results of Operations" and "Selected Historical Financial and Other Data" included elsewhere in this prospectus.

        In the following table, the Transactions are reflected in the unaudited pro forma consolidated balance sheet data as if they occurred on October 12, 2003 and in the unaudited pro forma consolidated statement of earnings data for the year ended April 27, 2003 as if they had occurred on April 29, 2002.

		Year ended						24-week period ended				Pro forma year ended April 27, 2003
Amounts under Canadian GAAP		April 29, 2001		April 28, 2002		April 27, 2003		October 13, 2002		October 12, 2003
Statement of Earnings Data:
Revenues		$	1,673,634	$	2,443,592	$	3,374,463	$	1,487,349	$	1,847,370	$	9,272,332
Cost of sales			1,233,853		1,857,957		2,624,299		1,144,003		1,434,199		7,349,271
	Gross profit		439,781		585,635		750,164		343,346		413,171		1,923,061
Operating, selling, administrative and general expenses			348,650		460,823		592,052		255,784		309,901		1,586,409
Depreciation and amortization of fixed and other assets			24,582		33,725		44,948		18,875		23,493		88,338
Amortization of goodwill			5,336		—		—		—		—		—
	Operating income		61,213		91,087		113,164		68,687		79,777		248,314
Impairment of trade name and other write-downs (1)			—		—		—		—		—		123,610
Financial expenses (2)			15,115		15,067		14,894		6,490		6,653		56,459
	Earnings before income taxes		46,098		76,020		98,270		62,197		73,124		68,245
Income taxes			22,127		26,958		32,036		21,147		23,034		10,983
	Net earnings	$	23,971	$	49,062	$	66,234	$	41,050	$	50,090	$	57,262
Other Financial Data and Ratios:
Adjusted EBITDA (3)		$	91,131	$	124,812	$	158,112	$	87,562	$	103,270	$	336,652
										As of October 12, 2003
										Actual		Pro forma
Balance Sheet Data:
Cash and cash equivalents										$	53,315	$	130,996
Working capital											2,191		84,742
Total assets											1,110,120		2,221,511
Long-term debt (including current portion)											242,007		825,080
Shareholders' equity											491,127		704,809

16

	Year ended						24-week period ended				Pro forma year ended April 27, 2003
Amounts under U.S. GAAP(4)	April 29, 2001		April 28, 2002		April 27, 2003		October 13, 2002		October 12, 2003
Statement of Earnings Data:
Financial expenses (2)	$	15,115	$	32,154	$	34,700	$	16,500	$	16,210	$	76,265
Net earnings		21,894		26,173		57,992		37,523		41,674		46,478
Other Financial Data and Ratios:
Adjusted EBITDA (3)		88,118		135,506		170,571		95,152		104,893		348,975
									As of October 12, 2003
									Actual		Pro forma
Balance Sheet Data:
Cash and cash equivalents									$	53,315	$	130,996
Total assets										1,264,141		2,376,358
Long-term debt (including current portion)										411,836		994,909
Shareholders' equity										448,766		659,729

(1)

Relates to an impairment of trade name and property and equipment charge taken by Circle K in the amount of $105,084 in the fourth quarter of 2002 and the write-down of deferred financing fees related to Couche-Tard's refinanced credit facilities in connection with the December Transactions and related to credit facilities reimbursed through the contemplated sale-leaseback transactions.

(2)

Financial expenses are interest expense and amortization of deferred financing fees net of interest income.

(3)

EBITDA is defined as net earnings plus financial expenses, income taxes, depreciation and amortization of fixed and other assets. In this prospectus, Adjusted EBITDA is defined as EBITDA, further adjusted to exclude impairment of trade name and property and equipment and other write-downs. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain non-cash and/or non-recurring items that Couche-Tard does not expect to incur at the same level in the future. We believe EBITDA is frequently used by securities analyst, investors and other interested parties in the evaluation of companies in our industry. Adjusted EBITDA may be relevant or useful to investors as we understand that securities analysts and other use measures like Adjusted EBITDA to value securities like the notes, and therefore investors may want to consider Adjusted EBITDA because it is likely that the notes are being valued in part based on that measure. We use Adjusted EBITDA primarily as a measure of liquidity and to calculate compliance with the terms and covenants contained in the indenture governing the notes, including formulas based on EBITDA. EBITDA and Adjusted EBITDA, which do not represent operating income or net cash provided by operating activities as those items are defined by GAAP, should not be considered by prospective purchasers of the notes to be an alternative to operating income or cash flow from operations or indicative of whether cash flows will be sufficient to fund our future cash requirements. In addition, the EBITDA and Adjusted EBITDA measures presented herein may differ from and may not be comparable to similarly titled measures used by other companies.

The following chart reconciles net earnings to EBITDA and EBITDA to Adjusted EBITDA under Canadian GAAP:

		Year ended						24-week period ended				Pro forma year ended April 27, 2003
		April 29, 2001		April 28, 2002		April 27, 2003		October 13, 2002		October 12, 2003
Net earnings		$	23,971	$	49,062	$	66,234	$	41,050	$	50,090	$	57,262
Depreciation and amortization of fixed and other assets			24,582		33,725		44,948		18,875		23,493		88,338
Amortization of goodwill			5,336		—		—		—		—		—
Financial expenses			15,115		15,067		14,894		6,490		6,653		56,459
Income taxes			22,127		26,958		32,036		21,147		23,034		10,983
	EBITDA		91,131		124,812		158,112		87,562		103,270		213,042
Impairment of trade name and property and equipment and other write-downs			—		—		—		—		—		123,610
	Adjusted EBITDA	$	91,131	$	124,812	$	158,112	$	87,562	$	103,270	$	336,652

17

The following chart reconciles net earnings to EBITDA and EBITDA to Adjusted EBITDA under U.S. GAAP:

			April 29, 2001		April 28, 2002		April 27, 2003			October 13, 2002		October 12, 2003			Pro forma year ended April 27, 2003
Net earnings under U.S. GAAP			$	21,894	$	26,173	$	57,992		$	37,523	$	41,674		$	46,478
Financial expenses				15,115		32,154		34,700			16,500		16,210			76,265
Depreciation and amortization				29,343		39,312		50,826			21,929		26,283			94,549
Income taxes				20,699		23,190		27,183			19,103		18,988			5,947
	EBITDA			87,051		120,829		170,701			95,055		103,155			223,239
Impairment of trade name and property and equipment and other write-downs				0		0		0			0		0			123,610
Stock-base compensation				1,067		13,980		0			0		0			0
Fluctuation of derivative				0		663		(130	)		97		(121	)		(130	)
Cumulative effect of accounting changes				0		34		0			0		1,859			2,256
		Adjusted EBITDA	$	88,118	$	135,506	$	170,571		$	95,152	$	104,893		$	348,975

(4)

For a description of the material differences between Canadian GAAP and U.S. GAAP, see Note 5 to the Unaudited Pro Forma Consolidated Financial Statements and Note 28 to Couche-Tard's audited and unaudited consolidated financial statements.

18

RISK FACTORS

You should carefully consider the risks described below, together with the other information in this prospectus, before deciding to surrender your outstanding notes in exchange for exchange notes pursuant to the exchange offer. These risks apply to the outstanding notes and the exchange notes, and in this section "notes" refers to both the outstanding notes and the exchange notes unless the context otherwise requires. There are a number of factors, including those discussed below, which may adversely affect the issuers' ability to make payments on the notes. Any of the following risks could materially affect our business, financial condition or results of operation. Additional risks that we do not know about or that we currently deem immaterial may also impair our business or adversely affect our ability to make payments on the notes.

Risks Relating to the Exchange Offer

Because there is no public market for the notes, you may not be able to resell your notes.

        The exchange notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market and will be subject to risks relating to:

•

the liquidity of any trading market that may develop;



•

the ability of holders to sell their exchange notes; or



•

the price at which the holders would be able to sell their exchange notes.

        If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar debentures and our financial performance.

        Although the initial purchasers of the outstanding notes have informed us that they intend to make a market in the notes, they are not obligated to do so, and they may discontinue market-making activity with respect to the notes at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, and may be limited during the exchange offer or the pendency of an applicable shelf registration statement. An active trading market may not exist for the notes and any trading market that does develop may not be liquid.

If you do not exchange your outstanding notes for exchange notes in the exchange offer, your outstanding notes will continue to be subject to significant restrictions on transfer, and may be subject to a limited trading market and a significant diminution in value.

        If you do not exchange your outstanding notes for the exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer described in the legend on your outstanding notes. In general, you may only offer or sell the outstanding notes if such offers and sales are registered under the Securities Act and applicable state securities laws, or exempt. To the extent outstanding notes are tendered and accepted in the exchange offer, the trading market, if any, for the remaining outstanding notes would be adversely affected and there could be a significant diminution in the value of the outstanding notes as compared to the value of the exchange notes.

19

If you participate in the exchange offer for the purpose of participating in a distribution of the exchange notes you could be deemed an underwriter under the Securities Act and be required to deliver a prospectus when you resell the exchange notes.

        If you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed an underwriter under the Securities Act. If so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are deemed to be an underwriter and do not comply with these prospectus delivery requirements, you may be subject to civil penalties.

Risks Relating to the Notes

        Our level of debt could adversely affect our financial health and prevent us from fulfilling our obligations under the notes.

        We have a significant amount of debt. The table below sets forth our total debt, total capitalization and ratio of total debt to total capitalization as of February 1, 2004 (in millions). Where applicable, U.S. dollar amounts have been translated to Canadian dollar amounts as of February 1, 2004.

		February 1, 2004
Total senior debt		$   689.1
Outstanding notes		463.7
	Total debt	1,152.8
Shareholders' equity(1)		715.2
	Total capitalization	$1,868.0
Ratio of total debt to total capitalization		61.7	%

(1)

Retained earnings and cumulative translation adjustments are as of October 12, 2003.

        Our significant amount of debt could have important consequences to you. For example, it could:

•

make it more difficult for us to satisfy our obligations with respect to the notes or our other debt;



•

increase our vulnerability to competitive pressures and to general adverse economic or industry conditions, including interest rates;



•

require us to dedicate a substantial portion of our cash flow from operations to servicing debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;



•

require us to sell assets used in our business;



•

limit our flexibility in implementing our existing or new business strategy or planning for, or reacting to, changes in our business, the industry or general economic conditions; and



•

limit our ability to obtain additional sources of financing for working capital, capital expenditures, acquisitions, or general corporate purposes.

        As of February 1, 2004, approximately $675.7 million of our debt is subject to floating rates. Changes in economic conditions could result in higher interest rates, thereby increasing our interest expense and reducing funds available for operations or other purposes. Our financial expenses for the year ended April 27, 2003, on a pro forma basis, were $56.5 million, including $4.8 million for the

20

amortization of deferred financing fees. Based on the amount of variable rate debt outstanding during fiscal 2003, on a pro forma basis, a one percentage point increase in variable interest rates would have increased our pro forma financial expenses by $3.6 million to $60.1 million. Accordingly, we may experience economic losses and a negative impact on earnings as a result of interest rate fluctuations. Although we may use interest rate protection agreements from time to time to reduce our exposure to interest rate fluctuations in some cases, we may not elect or have the ability to implement hedges or, if we do implement them, they may not achieve the desired effect. See "Capitalization" and "Description of Other Indebtedness".

        To service our debt, we will require a significant amount of cash, the availability of which depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior credit facility in an amount sufficient to enable us to pay our debt, including the notes, or to fund our other liquidity needs. If our future cash flow from operations and other capital resources are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional equity capital or restructure or refinance all or a portion of our debt, including the notes, on or before maturity. We cannot assure you that we will be able to refinance any of our debt, including our senior credit facility and the notes, on satisfactory terms or at all.

        Your right to receive payments on the notes is junior to the issuers' senior debt and possibly all of the issuers' future borrowings. Further, the guarantees of the notes are junior to all of the guarantors' senior debt and possibly all of their future borrowings.

        The notes and the guarantees rank behind all of the issuers' and the guarantors' senior debt and all of their respective future borrowings, except any future debt that expressly provides that it ranks equal with, or is subordinated in right of payment to, the notes and the guarantees, as applicable. As a result, upon any distribution to creditors of the issuers or the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to the issuers or the guarantors or their property, the holders of senior debt of the issuers or the guarantors will be entitled to be paid in full in cash before any payment may be made with respect to the notes or the guarantees.

        In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to the issuers or the guarantors, holders of the notes will participate with trade creditors and all other holders of subordinated debt of the issuers or the guarantors in the assets remaining after the issuers and the guarantors have paid all of their senior debt. However, because the indenture governing the notes requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the notes may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, the issuers and the guarantors may not have sufficient funds to pay all of their creditors and holders of notes may receive less, ratably, than the holders of the issuers' senior debt.

        As of February 1, 2004, the notes and the guarantees were subordinated to $689.1 million of senior debt and approximately $125.0 million would have been available for future borrowing as additional senior debt under our revolving credit facilities.

21

        Despite current anticipated debt levels and restrictive covenants, we may incur additional debt in the future.

        Despite our current level of debt, we may be able to incur substantial additional debt. Although the terms of the indenture and our senior credit facility restrict us and our restricted subsidiaries from incurring additional debt, these restrictions are subject to important exceptions and qualifications. If we or our subsidiaries incur additional debt, the risks that we and they now face as a result of our leverage could intensify.

        If our financial condition, operating results and equity deteriorate, our relations with our creditors, including the holders of the notes, the lenders under our senior credit facility and our suppliers, may be adversely affected.

        Our operations are substantially restricted by the terms of our senior credit facility and the notes, which could adversely affect us and increase your credit risk.

        The indenture governing the notes and our senior credit facility include a number of significant restrictive covenants. These covenants restrict, among other things, our ability to:

•

incur more debt;



•

pay dividends or make other distributions;



•

make investments;



•

issue stock of subsidiaries;



•

repurchase stock;



•

create liens;



•

enter into transactions with affiliates;



•

enter into sale-leaseback transactions;



•

merge or consolidate; and



•

transfer and sell assets.

        These covenants could limit our ability to plan for or react to market conditions or to meet our capital needs. These covenants are subject to certain important exceptions.

        Our senior credit facility contains other and more restrictive covenants, including financial covenants that will require us to achieve certain financial and operating results and maintain compliance with specified financial ratios, which are described in "Description of Other Indebtedness". Our ability to comply with these covenants and requirements may be affected by events beyond our control and we may have to curtail some of our operations and growth plans to maintain compliance.

        If we are not able to comply with the covenants and other requirements contained in the indenture, our senior credit facility or our other debt instruments, an event of default under the relevant debt instrument could occur. Our ability to comply with the provisions of our senior credit facility, the indenture governing the notes and the agreements or indentures governing other debt we may incur in the future can be affected by events beyond our control and, therefore, we may be unable to meet those ratios and conditions. If an event of default does occur, it could trigger a default under our other debt instruments, we could be prohibited from accessing additional borrowings and the holders of the defaulted debt could declare amounts outstanding with respect to that debt to be immediately due and payable. We cannot assure you that our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments or that we would be able to refinance or

22

restructure the payments of those debt securities. Even if we were able to secure additional financing, it may not be available on favorable terms.

        Applicable statutes may allow courts, under specific circumstances, to void the guarantees of the notes.

        Alimentation Couche-Tard Inc.'s creditors or the creditors of one or more of the other guarantors could challenge the guarantees as fraudulent transfers, conveyances or preferences or on other grounds under applicable U.S. federal or state law or applicable Canadian federal or provincial law. The entering into of the guarantees could be found to be a fraudulent transfer, conveyance or preference and declared void if a court were to determine that the guarantor:

•

delivered the guarantee with the intent to hinder, delay or defraud its existing or future creditors or the guarantor did not receive fair consideration for the delivery of the guarantee; or



•

the relevant guarantor did not receive fair consideration or reasonably equivalent value in exchange for the guarantee and



•

was insolvent at the time it delivered the guarantee or was rendered insolvent by the giving of the guarantee; or



•

was engaged in a business or transaction for which such guarantor's remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed it could incur, debts beyond its ability to pay such debts as they come due.

        In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets; or



•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or



•

it could not pay its debts as they became due.

        By its terms, the guarantee of each guarantor (other than of Alimentation Couche-Tard Inc.) will limit the liability of each such guarantor to the maximum amount it can pay without the guarantee being deemed a fraudulent transfer. On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the notes and the December Transactions, was not insolvent, did not have unreasonably small capital for the business in which it is engaged and did not incur debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions with regard to these issues.

        To the extent a court voids a guarantee as a fraudulent transfer, preference or conveyance or holds it unenforceable for any other reason, holders of notes would cease to have any direct claim against the guarantor which delivered that guarantee.

23

        We may not be able to repurchase the notes upon a change of control.

        Upon the occurrence of certain specific kinds of change of control events, the issuers will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make any required repurchases and our senior credit facility will not allow such repurchases. If we do not repay all borrowings under our senior credit facility or obtain a consent of our lenders under our senior credit facility to repurchase the notes, we will be prohibited from purchasing the notes. Our failure to purchase tendered notes would constitute a default under the indenture governing the notes, which, in turn, would constitute a default under our senior credit facility. In addition, certain important corporate events relating to our capital structure would not constitute a "Change of Control" under the indenture. See "Description of the Notes—Change of Control Offer".

        You should not rely on Couche-Tard Financing Corp. in evaluating an investment in the notes.

        Couche-Tard Financing Corp. was formed in connection with the offering of the notes and has no assets and no operations, except in connection with the issuance of the notes. You should therefore not rely upon Couche-Tard Financing Corp. in evaluating whether to invest in the notes.

        Our ability to make payments on the notes depends on our ability to receive dividends or other distributions from our subsidiaries.

        Couche-Tard U.S. L.P. is a limited partnership whose only asset is the stock of our U.S. subsidiaries. You should therefore not reply upon Couche-Tard U.S. L.P. in evaluating whether to invest in the notes. Couche-Tard U.S. L.P. will be dependent on dividends from its subsidiaries and capital contributions from its parent companies to make payments on the notes, and such dividends or capital contributions may be restricted by law or contractual obligations.

        The interests of Alimentation Couche-Tard Inc. and its shareholders may conflict with the interests of the holders of the notes.

        The issuers and guarantors are wholly-owned subsidiaries of Alimentation Couche-Tard Inc., the voting power of which is indirectly controlled by its controlling shareholders. For this purpose, our "controlling shareholders" are Developpements Orano Inc. (whose principal shareholders are Alain Bouchard (who is the majority shareholder), Richard Fortin, Réal Plourde and Jacques D'Amours), and Messrs. Bouchard, Fortin, Plourde and D'Amours (taking into account shares held by them individually). Through their indirect ownership in Orano and their respective direct ownership of the voting stock of Alimentation Couche-Tard Inc., Messrs. Bouchard, Fortin, Plourde and D'Amours together control approximately 54% of the voting power over all the outstanding shares of Alimentation Couche-Tard Inc. Circumstances may occur in which the interests of equity holders, including our controlling shareholders, could be in conflict with the interests of the holders of the notes. For example, the controlling shareholders of Alimentation Couche-Tard Inc. may have an interest in pursuing acquisitions, divestitures or other transactions that, in their judgment, could enhance the value of their equity investment, even though such transactions might involve risks to the holders of the notes.

        U.S. investors in the notes may have difficulties enforcing civil liabilities.

        Alimentation Couche-Tard Inc. and certain of the guarantors are governed by the laws of Canadian provinces or of Canada. Substantially all of our directors, controlling persons and senior executive officers, as well as the experts named in this prospectus, are residents of Canada or other jurisdictions outside of the United States and a substantial portion of our assets and their assets are located outside

24

of the United States. As a result, it may be difficult for holders of notes to effect service of process upon persons within the United States or to enforce against them in the United States, judgments of courts of the United States predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States. In addition, we have been advised by our Canadian counsel that there is doubt as to the enforceability in Canada against us, our directors and officers and the experts named in this prospectus who are not residents of the United States, in original actions or in actions for enforcements of judgments of U.S. courts, of liabilities predicated solely upon U.S. federal securities laws.

        Claims of noteholders will be structurally subordinate to claims of creditors of all of our subsidiaries that will not guarantee the notes.

        The notes will not be guaranteed by certain of our subsidiaries. Accordingly, claims of holders of the notes will be structurally subordinate to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a guarantor of the notes.

        You may be unable to enforce your rights under certain of the guarantees under applicable bankruptcy law.

        Alimentation Couche-Tard Inc. and certain of the other guarantors are incorporated under the laws of Canadian provinces or of Canada and a portion of our operating assets are located outside of the United States. Under bankruptcy laws in the United States, courts typically have jurisdiction over a debtor's property, wherever located, including property situated in other countries. There can be no assurance, however, that courts outside of the United States would recognize the United States bankruptcy court's jurisdiction. Accordingly, difficulties may arise in administering a United States bankruptcy case involving a Canadian debtor with property located outside of the United States, and any orders or judgments of a bankruptcy court in the United States may not be enforceable.

        The rights of the indenture trustee to enforce remedies under the indenture could be delayed by the restructuring provisions of applicable Canadian federal bankruptcy, insolvency and other restructuring legislation if the benefit of such legislation is sought with respect to us. For example, both the Canadian Bankruptcy and Insolvency Act and the Canadian Companies' Creditors Arrangement Act contain provisions enabling "an insolvent person" to obtain an order which could prevent its creditors and others from initiating or continuing proceedings against it while it prepares a proposal or plan of arrangement for approval by those creditors who will be affected by the proposal or plan of arrangement. Such a restructuring plan or proposal, if accepted by the requisite majorities of each affected class of the insolvent's creditors and approved by the supervising court, would be binding on the minorities in any such class who vote against the plan or proposal. This restructuring legislation generally permits the insolvent debtor to retain possession and administration of its property, even though it may be in default under the applicable debt instrument during the period that the stay against proceedings remains in force.

        During the stay period, the indenture trustee is likely to be restrained from enforcing remedies under the indenture and payments under the notes are unlikely to be made.

Risks Relating to Our Business

        Increases and volatility in crude oil prices and volatility in wholesale petroleum pricing and supply could affect our revenues and gross profit.

        As a result of our expansion in the United States, our motor fuel sales in fiscal 2003 on a pro forma basis accounted for approximately 46% of total revenues and our motor fuel gross profit

25

accounted for approximately 18% of our total gross profit. Crude oil and domestic wholesale petroleum markets display significant volatility. Since we typically have no more than a four to five-day supply of motor fuel, we are susceptible to interruptions in the supply of motor fuel at our facilities. General political conditions and instability in oil producing regions, particularly in the Middle East and South America, could significantly and adversely affect crude oil supplies and wholesale petroleum costs. Local supply interruptions may also occur. For example, in August of 2003, a cracked pipeline interrupted the supply of motor fuel to the greater Phoenix area. In addition, any new standards that the U.S. Environmental Protection Agency may impose on petroleum refining that would necessitate changes in the refining process could limit the volume of petroleum products available from refiners in the future. Volatility in wholesale petroleum supply and costs could result in significant changes in the retail price of petroleum products and, if we are unable to fully pass on increases to our customers or if we are required to lower our retail motor fuel prices, in lower fuel gross margin per gallon or liter. In addition, changes in the retail price of petroleum products could dampen consumer demand for motor fuel. These factors could materially influence our motor fuel volume, motor fuel gross profit and overall customer traffic, which, in turn, could have a material adverse effect on our operating results and financial condition.

        The convenience store and retail motor fuel industries are highly competitive and affected by new entrants.

        The industries and geographic areas in which we operate are highly competitive and marked by ease of entry and constant change in terms of the number and type of retailers offering the products and services found in our stores. We compete with other convenience store chains, independent convenience stores, gas station operators, large and small food retailers, local pharmacies and pharmaceutical chains, discount stores, club stores and mass merchants, many of which are well-established companies. In recent years, several non-traditional retail segments have entered the motor fuel retail business, including supermarkets, club stores and mass merchants, and this additional competition has had a negative impact on motor fuel profit margins in the convenience store industry. These non-traditional motor fuel retailers have obtained a significant share of the motor fuel market and their market share is expected to grow. In some of our markets, our competitors have been in existence longer and have greater financial, marketing and other resources than we do. As a result, our competitors may be able to respond better to changes in the economy and new opportunities within the industry. We may not be able to compete successfully against current and future competitors, and competitive pressures faced by us could materially and adversely affect our business, results of operations and financial condition.

        We are subject to federal, provincial, state and local environmental laws, and the costs of compliance could require substantial capital expenditures.

        Our operations are subject to a variety of environmental laws and regulations, including those relating to emissions to the air, discharges into water, releases of hazardous and toxic substances, and remediation of contaminated sites.

        Under various federal, provincial, state and local laws and regulations, we may, as the owner or operator, be liable for the costs of removal or remediation of contamination at our current locations or our former locations, whether or not we knew of, or were responsible for, the presence of such contamination. In particular, as an owner and operator of motor fueling stations, we face risks relating to petroleum product contamination which other convenience store operators not engaged in such activities would not face. The remediation costs and other costs required to clean up or treat contaminated sites could be substantial. Contamination on and from our current or former locations may subject us to liability to third parties or governmental authorities for injuries to persons, property

26

or natural resources and may adversely affect our ability to sell or rent our properties or to borrow money using such properties as collateral.

        In the United States, persons who dispose of or arrange for the disposal or treatment of hazardous or toxic substances away from locations used in a business may also be liable for the costs of removal or remediation of such substances at the disposal sites although such sites are not owned by such persons. Although we do not typically arrange for the treatment or disposal of large quantities of hazardous or toxic substances from any location, our current and historic operation of many locations and the disposal of contaminated soil and groundwater wastes generated during cleanups of contamination at such locations could expose us to such liability.

        We are subject to extensive environmental laws and regulations regulating underground storage tanks and vapor recovery systems. Compliance with existing and future environmental laws regulating such tanks and systems may require significant expenditures. In the United States, we pay fees to state "leaking underground storage tank" trust funds in states where they exist. These state trust funds are expected to pay or reimburse us for remediation expenses related to contamination associated with underground storage tanks subject to their jurisdiction. Such payments are always subject to a deductible paid by us, specified per incident caps and specified maximum annual payments which vary among the funds. As well, such funds may have eligibility requirements which not all of our sites will meet. To the extent state funds, or other responsible parties do not pay or delay payments for remediation, we will be obligated to make these payments, which could materially adversely affect our financial condition and results of operations. We cannot assure you that these funds or responsible third parties are or will continue to remain viable.

        The nature of our motor fuel operations and those we acquire present risks of soil and groundwater contamination. In the future, we may incur substantial expenditures for remediation of contamination that has not been discovered at existing locations or locations which we may acquire. We believe that a significant number of our current locations may be contaminated and expect to discover that contamination through the normal operation of our business in the future. We regularly monitor our facilities for environmental contamination and take reserves on our financial statements to cover potential environmental remediation and compliance costs as we consider appropriate. However, we cannot assure you that the liabilities for which we have taken reserves are the only environmental liabilities relating to our current and former locations, that material environmental conditions not known to us do not exist, that future laws or regulations will not impose material environmental liability on us or that our actual environmental liabilities will not exceed our reserves. In addition, failure to comply with any environmental regulations or an increase in regulations could materially and adversely affect our operating results and financial condition.

        Future tobacco legislation, campaigns to discourage smoking, increases in tobacco taxes and wholesale cost increases of tobacco products could have a material adverse impact on our revenues and profit.

        Tobacco products represent our largest product category of merchandise and service sales. For Couche-Tard's fiscal year ended April 27, 2003 and Circle K's fiscal year ended December 31, 2002, on a combined basis, sales of tobacco products were approximately 37% of total merchandise and service revenues. Significant increases in wholesale cigarettes costs and tax increase on tobacco products, as well as future legislation and national and local campaigns to discourage smoking in the United States and Canada, may have an adverse effect on the demand for tobacco products, and therefore reduce our revenues and profits. Competitive pressures in our markets can make it difficult to pass price increases on to our customers. These factors could materially and adversely affect our retail price of cigarettes, cigarette unit volume and sales, merchandise gross profit and overall customer traffic. Because we derive a large percentage of our sales from tobacco products, reduced sales of tobacco products or smaller margins on the sales we make could have a material adverse effect on our operating results and financial condition.

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        We may face some challenges integrating Circle K and may not realize anticipated cost savings in a timely fashion or at all.

        The full benefits of a business combination of Couche-Tard and Circle K will require the integration of each company's administrative, finance, sales and marketing organizations, and the implementation of appropriate operations, financial and management systems and controls in order to capture the efficiencies and the cost reductions that are anticipated to result from the Acquisition. This will require substantial attention from our management team. The diversion of management attention, as well as any other difficulties which may be encountered in the transition and integration process, could have an adverse impact on our revenues and operating results. We could experience difficulties in effectively integrating Circle K into our administrative, financial reporting, operational and information systems resulting in delays in our production of our consolidated financial statements. If any such difficulties resulted in our failing to achieve the anticipated cost savings resulting from the Acquisition, or if Circle K were otherwise to be less profitable than we currently anticipate, our financial results, including EBITDA and net income, would be adversely affected. There can be no assurance that we will be able to successfully integrate Couche-Tard's operations and the operations of Circle K. Moreover, in order to obtain the cost savings that integration may provide, we may be required to make capital expenditures. Any savings that we may achieve may not be recognized during the same period in which capital expenditures are made.

        Because we depend on the experience and industry knowledge of our management, we would be adversely affected if members of our management team left us.

        Our senior management team, including Mr. Alain Bouchard, our Chairman, President and Chief Executive Officer, Mr. Richard Fortin, Executive Vice-President and Chief Financial Officer, Mr. Réal Plourde, Executive Vice-President and Chief Operating Officer, Mr. Jacques D'Amours, Vice-President of Administration and the heads of our operating divisions, including our nine operational vice-presidents, who are principally responsible for our operations under our decentralized management structure, are integral parts of our management team and are key elements of our business operations. Our future success depends on our ability to retain this team. If, for any reason, our senior executives and divisional vice-presidents do not continue to be active in management, our business, financial condition or results of operations could be adversely affected. We do not enter into employment agreements with our officers. Although we believe that current management will remain active in the business and that we will continue to be able to attract and retain other talented personnel and replace key personnel should the need arise, competition in recruiting replacement personnel could be significant. If we are not successful in retaining our key personnel or replacing them, our business, financial condition or results of operations could be adversely affected. In particular, although we intend to retain a significant portion of Circle K's operational management personnel, no assurances can be given that we will be successful in retaining such persons.

        The historical financial information for Circle K included in this prospectus includes operations that we are not purchasing and may not be representative of Circle K's results as a subsidiary of Couche-Tard.

        Prior to the closing of the Acquisition, Circle K transfered 370 stores to ConocoPhillips to be retained and operated by it and ConocoPhillips pays us an annual license fee for the right to operate 244 of these stores under the Circle K banner. See "The December Transactions". The historical financial information of Circle K presented herein includes the historical results of the current set of Circle K stores. Supplemental financial information has been presented for the continuing operations (1,663 stores) of Circle K that includes certain adjustments and reallocations to reflect the transfer of the stores to be retained by ConocoPhillips. This separate discussion on the continuing operations of Circle K is for illustrative purposes only and does not purport to represent what the operations and

28

financial results of Circle K would have been if the transfers described above had occurred at an earlier date. This supplemental financial information has not been audited by our or Circle K's auditors.

        In addition, for all historical periods presented, Circle K was a fully-integrated business of ConocoPhillips or its predecessor companies. Circle K's audited financial statements have been derived from the financial statements and accounting records of ConocoPhillips and reflect significant assumptions and allocations. In particular, Circle K's operating and administrative expenses during the historical periods presented were based on internal cost allocation methods determined by ConocoPhillips.

        Accordingly, the historical financial information included in this prospectus of Circle K is not necessarily indicative of the future results of operations, cash flows and financial condition of Circle K's business after the Acquisition.

        Acquisitions have been a substantial part, and are expected to continue to be a part, of our growth strategy, which could expose us to significant business risks.

        Acquisitions have been a significant part of our growth strategy. We expect to continue to selectively seek strategic acquisitions in the future. Our ability to consummate and to integrate effectively any future acquisitions on terms that are favorable to us may be limited by the number of attractive acquisition targets, internal demands on our resources and, to the extent necessary, our ability to obtain financing on satisfactory terms for larger acquisitions, if at all. Acquisitions may expose us to additional risks, including:

•

difficulties in integrating administrative, financial reporting, operational and information systems and managing newly-acquired operations and improving their operating efficiency;



•

difficulties in maintaining uniform standards, controls, procedures and policies across all of our businesses;



•

entry into markets in which we have little or no direct prior experience;



•

difficulties in retaining key employees of the acquired operations;



•

disruptions to our ongoing business; and



•

diversion of management time and resources.

        In addition, future acquisitions could result in the incurrence of additional debt, costs, and contingent liabilities. We may also incur costs and divert management attention for potential acquisitions which are never consummated. For acquisitions we do consummate, expected synergies may not materialize. Our failure to effectively address any of these issues could adversely affect our results of operations, financial condition and ability to service debt, including the notes.

        Although we have historically performed a due diligence investigation of the businesses or assets that we acquire, and anticipate continuing to do so for future acquisitions, there may be liabilities of the acquired business or assets that we fail or are unable to uncover during our due diligence investigation and for which we, as a successor owner, may be responsible. When feasible, we seek to minimize the impact of these types of potential liabilities by obtaining indemnities and warranties from the seller, which may in some instances be supported by deferring payment of a portion of the purchase price. However, these indemnities and warranties, if obtained, may not fully cover the liabilities because of their limited scope, amount or duration, the financial resources of the indemnitor or warrantor or other reasons.

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        We may experience difficulties in executing key aspects of our business strategy or in differentiating ourselves from our competitors.

        The future success of our business is highly dependent upon effectively implementing our business strategy and differentiating ourselves from our competitors. We may experience difficulties in executing key aspects of our business strategy. For example, we may be limited in our ability to implement our Store 2000 Concept in additional stores because of a number of factors, including limited capital expenditure resources and restrictions contained in our senior credit facility. In addition, our in-store branding strategies may be less successful than we anticipate in increasing our profit margins. We may be unable to obtain new QSR franchises, and it is possible that our existing QSR franchises would be cancelled. We may also be less successful than anticipated in achieving volume purchasing benefits. Furthermore, we may experience difficulty in differentiating ourselves from our competitors if our competitors are able to successfully employ business strategies similar to ours or if market conditions or demographics reduce what we believe to be our competitive advantages. While each of these factors applies to our Couche-Tard stores, the risks particularly apply to our Circle K stores because of potential complications in integrating the Circle K stores into our operations and because the Circle K stores are located in markets in which we have not previously operated.

        We are subject to government regulations relating to, among other things, alcohol, tobacco and minimum wage.

        Our business and properties are subject to governmental laws and regulations including, but not limited to, employment laws and regulations, regulations governing the sale of alcohol and tobacco, minimum wage requirements and other laws and regulations.

        In certain areas where our stores are located, provincial, state or local laws limit the stores' hours of operation or their sale of alcoholic beverages, tobacco products, possible inhalants and lottery tickets, in particular to minors. Failure to comply with these laws could adversely affect our revenues and results of operations because these state and local regulatory agencies have the power to revoke, suspend or deny applications for and renewals of permits and licenses relating to the sale of these products or to seek other remedies.

        Regulations related to wages also affect our business. Any appreciable increase in the statutory minimum wage would result in an increase in our labor costs and such cost increase, or the penalties for failing to comply with such statutory minimums, could adversely affect our business, financial condition and results of operations.

        Any change in the legislation or regulations described above that is adverse to us and our properties could affect our operating and financial performance. In addition, new regulations are proposed from time to time which, if adopted, could have a material adverse effect on our operating results and financial condition.

        We are subject to currency exchange risk.

        We expect that a substantial portion of our sales will be made in the United States. In our consolidated financial statements, we translate our local currency financial results into Canadian dollars based on average exchange rates prevailing during a reporting period or the exchange rate at the end of the period. During times of a strengthening Canadian dollar, at a constant level of business, our reported U.S. revenues and earnings will be reduced because the local currency will translate into fewer Canadian dollars.

        Substantially all of our indebtedness is denominated in U.S. dollars, while a significant portion of our revenue and cashflow is expected to be generated from our Canadian operations. To the extent that the cashflow generated from our U.S. operations is not sufficient to satisfy the ongoing payment

30

obligations under our U.S. dollar denominated debt, we will need to convert Canadian dollars into U.S. dollars in order to make the necessary payments. Accordingly, a strengthening of the U.S. dollar against the Canadian dollar could make it more difficult for us to repay our indebtedness.

        Given the volatility of exchange rates, we may not be able to manage our currency risks effectively which could have a material adverse effect on our financial condition or results of operations.

        Lawsuits relating to tobacco products may affect our ability to pay interest and principal on the notes.

        Both Couche-Tard and Circle K sell cigarettes and other tobacco-related products at all of their convenience stores. In addition, Couche-Tard sells a brand of cigarettes that is manufactured to be sold by it on an exclusive basis, and Circle K has its own private label brand of cigarettes. We are not currently a named party in any health-related tobacco litigation. However, various health-related legal actions, proceedings and claims arising out of the sale, distribution, manufacture, development, advertising and marketing of cigarettes have been brought against vendors of tobacco products and may be instituted against us in the future. Damages in amounts escalating into the hundreds of millions and even billions of dollars have been pleaded in suits brought against vendors of cigarettes. An unfavorable verdict against us in any health-related suit could adversely affect our financial condition and ability to pay interest and principal on the notes. Moreover, we have not established any reserves for the payment of expenses or adverse results related to any potential health-related litigation.

        Changes in regional economic conditions may influence the retail industry, consumer preferences and spending patterns.

        Our revenues may be negatively influenced by changes in regional or local economic variables and consumer confidence. External factors that affect economic variables and consumer confidence and over which we exercise no influence include unemployment rates, levels of personal disposable income and regional or local economic conditions. Changes in economic conditions could adversely affect consumer spending patterns, travel and tourism in certain of our market areas. Some of our stores are located in coastal, resort or tourist destinations and, historically, travel and consumer behavior in such markets is more severely affected by weak economic conditions.

        We may be subject to losses that might not be covered in whole or in part by our insurance coverage.

        We carry comprehensive liability, fire and extended coverage insurance on most of our facilities, with policy specifications and insured limits customarily carried in our industry for similar properties. The cost of our insurance policies has increased recently. In addition, some types of losses, such as losses resulting from wars, acts of terrorism, or natural disasters, generally are not insured because they are either uninsurable or not economically practical. Moreover, insurers recently have become more reluctant to insure against these types of events. Should an uninsured loss or a loss in excess of insured limits occur, we could lose capital invested in that property, as well as the anticipated future revenues derived from the retailing activities conducted at that property, while remaining obligated for any mortgage debt or other financial obligations related to the property. Any such loss could adversely affect our business, results of operations or financial condition.

        Acts of war and terrorism could impact our business.

        Acts of war and terrorism could impact general economic conditions and the supply and price of crude oil. In addition, these events may cause damage to our retail facilities and disrupt the supply of the products and services we offer in our locations. In times of uncertainty, people also tend to travel less and spend more time at home. All these factors could impact our revenues, operating results and financial condition.

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USE OF PROCEEDS

        This exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes contemplated in this prospectus, we will receive outstanding notes in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus.

        The proceeds from the issuance of the outstanding notes, together with borrowings under our senior credit facility and the proceeds from the issuance of Class B subordinate voting shares of Alimentation Couche-Tard Inc. were used to fund the purchase price of the Acquisition, to refinance substantially all of Couche-Tard's existing debt and to pay our related fees and expenses. Any remaining proceeds were or will be used for general working capital purposes. See "The December Transactions". The following table sets forth the sources and uses of funds in connection with the December Transactions (in millions). Where applicable, U.S. dollar amounts have been translated to Canadian dollar amounts as of December 17, 2003:

Sources of Funds:
Senior credit facility (1)		$	676.0
Outstanding notes			463.9
Assumption of Circle K debt			10.7
Issuance of Class B subordinate voting shares			223.7
	Total	$	1,374.3
Uses of Funds:
Consideration for the Acquisition (2)		$	1,065.6
Repayment of existing Couche-Tard debt			234.5
Cash and cash equivalents			24.2
Estimated fees and expenses			50.0
	Total	$	1,374.3

(1)

Our senior credit facility includes revolving credit facilities, that provide for up to an aggregate of approximately $150.0 million of borrowings. As of February 1, 2004, the revolving credit facilities were undrawn, except for letters of credit of approximately $25 million.

(2)

Represents a net cash purchase price of US$803.9 million. The purchase price remains subject to reduction by the amount of Circle K's long-term debt and capital lease obligations on the closing date of the Acquisition, estimated as of September 30, 2003 to be approximately US$7.9 million, and to a working capital adjustment.

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CAPITALIZATION

        The table below sets forth our capitalization on February 1, 2004 (in millions). Where applicable U.S. dollar amounts have been translated to Canadian dollar amounts as of February 1, 2004.

		As of February 1, 2004
		(unaudited)
		(dollars in millions)
Cash and cash equivalents		$	221.4	(1)
Senior credit facility(2)		$	675.7
Other senior debt(3)			13.4
	Total senior debt		689.1
Outstanding notes			463.7
	Total debt		1,152.8
Total shareholders' equity(4)			715.2
	Total capitalization	$	1,868.0

(1)

Cash and cash equivalents are as of January 4, 2004.

(2)

Our senior credit facility includes revolving credit facilities that provide for up to an aggregate of approximately $150.0 million of borrowings. As of February 1, 2004, our revolving credit facilities were undrawn, except for letters of credit of approximately $25 million.

(3)

Our other senior debt consists of $3.5 million of capital lease obligations and other secured debt of Couche-Tard and $9.9 million of long-term debt and capital lease obligations of Circle K.

(4)

Retained earnings and cumulative translation adjustments are as of October 12, 2003.

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THE EXCHANGE OFFER

Exchange Terms

        The issuers sold the notes on December 17, 2003, to the initial purchasers pursuant to a purchase agreement. The initial purchasers subsequently sold the outstanding notes to qualified institutional buyers ("QIB"), as defined in Rule 144A under the Securities Act, in reliance on Rule 144A and/or to persons in offshore transactions in reliance on Regulation S under the Securities Act.

        As a condition to the initial sale of the notes, we and the initial purchasers entered into a registration rights agreement. Pursuant to the registration rights agreement, we agreed, for the benefit of the holders of the notes, that we will at our cost:

•

file with the Commission by April 15, 2004, a registration statement under the Securities Act with respect to the exchange notes, and



•

use our reasonable best efforts to cause the registration statement to become effective under the Securities Act on or before July 14, 2004.

        We agreed to issue and exchange the exchange notes for all notes properly surrendered and not withdrawn before the expiration of the exchange offer. A copy of the registration rights agreement has been filed as an exhibit to the registration statement which includes this prospectus. The registration statement is intended to satisfy some of our obligations under the registration rights agreement and the purchase agreement.

        Notes in an aggregate principal amount of US$350,000,000 are currently issued and outstanding. The maximum aggregate principal amount of exchange notes that will be issued in exchange for the outstanding notes is US$350,000,000. The terms of the outstanding notes and the exchange notes are the same in all material respects, except that the exchange notes will be freely transferable by the holders except as provided in this prospectus. See "Description of the Notes".

        The outstanding notes and the exchange notes bear interest at a rate of 7¹/2% per year, payable semiannually in arrears on June 15 and December 15, commencing on June 15, 2004. Holders of exchange notes will receive interest from the date of the original issuance of the outstanding notes or from the date of the last payment of interest on the outstanding notes or exchange notes, whichever is later. Holders of exchange notes will not receive any interest on outstanding notes tendered and accepted for exchange. In order to exchange your outstanding notes for transferable exchange notes in the exchange offer, you will be required to make the following representations, which are included in the letter of transmittal:

•

any exchange notes that you receive will be acquired in the ordinary course of your business;



•

you are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes; and



•

you are not our "affiliate" as defined in Rule 405 of the Securities Act, or a broker-dealer tendering notes acquired directly from us.

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange any outstanding notes properly tendered in the exchange offer, and the exchange agent will deliver the exchange notes promptly after the expiration date of the exchange offer.

        If you tender your notes, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of the notes in connection with the exchange offer. We will pay all charges, expenses and transfer taxes in

34

connection with the exchange offer, other than the taxes described below under "The Exchange Offer—Transfer Taxes".

        WE MAKE NO RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF YOUR OUTSTANDING NOTES INTO THIS EXCHANGE OFFER. IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE THIS RECOMMENDATION. YOU MUST MAKE YOUR OWN DECISION WHETHER TO TENDER INTO THIS EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT OF OUTSTANDING NOTES TO TENDER AFTER READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH YOUR ADVISORS, IF ANY, BASED ON YOUR FINANCIAL POSITION AND REQUIREMENTS.

Expiration Date; Extensions; Termination; Amendments

        The exchange offer expires at 12:00 a.m., New York City time, on                        , 2004 (the "expiration date"), unless we extend the exchange offer, in which case the expiration date will be the latest date and time to which we extend the exchange offer. In order to extend the exchange offer, we will:

•

notify the exchange agent of any extension by oral or written notice; and



•

issue a press release or other public announcement which will include disclosure of the approximate number of outstanding notes deposited; such press release or announcement would be issued prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        We expressly reserve the right, so long as applicable law allows:

•

to delay our acceptance of notes for exchange;



•

to terminate the exchange offer if any of the conditions set forth under "The Exchange Offer—Conditions of the Exchange Offer";



•

to waive any condition to the exchange offer;



•

to amend any of the terms of the exchange offer; and



•

to extend the expiration date and retain all notes tendered in the exchange offer, subject to your right to withdraw your tendered notes as described under "The Exchange Offer—Withdrawal of Tenders".

        Any waiver or amendment to the exchange offer will apply to all notes tendered, regardless of when or in what order the notes were tendered. If the exchange offer is amended in a manner that we think constitutes a material change, or if we waive a material condition of the exchange offer, we will promptly disclose the amendment or waiver by means of a prospectus supplement that will be distributed to the registered holders of the notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

        We will promptly follow any delay in acceptance, termination, extension or amendment by oral or written notice of the event to the exchange agent, followed promptly by oral or written notice to the registered holders. Should we choose to delay, extend, amend or terminate the exchange offer, we will have no obligation to publish, advertise or otherwise communicate this announcement, other than by making a timely release to an appropriate news agency.

        In the event we terminate the exchange offer, all notes previously tendered and not accepted for payment will be returned promptly to the tendering holders.

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        In the event that the exchange offer is withdrawn or otherwise not completed, exchange notes will not be given to holders of notes who have validly tendered their notes.

Resale of Exchange Notes

        Based on interpretations of the staff of the Commission set forth in no action letters issued to third parties, we believe that exchange notes issued under the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, if:

•

you are acquiring exchange notes in the ordinary course of your business;



•

you are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes;



•

you are not a broker-dealer who purchased notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and



•

you are not our "affiliate" within the meaning of Rule 405 under the Securities Act.

        However, we have not asked the Commission to consider this particular exchange offer in the context of a no-action letter. Therefore, you cannot be sure that the Commission will treat it in the same way it has treated other exchange offers in the past.

        If you tender notes in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes you cannot rely on those interpretations by the staff of the Commission and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale transaction, unless an exemption from registration is otherwise available.

        Only broker-dealers that acquired the notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for notes, where such notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read the section captioned "Plan of Distribution" for more details regarding the transfer of exchange notes.

Acceptance of Notes for Exchange

        We will accept for exchange outstanding notes validly tendered pursuant to the exchange offer, or defectively tendered, if such defect has been waived by us upon the satisfaction or waiver of the conditions specified below under "The Exchange Offer—Conditions of the Exchange Offer" and the expiration of the exchange offer. We will not accept notes for exchange subsequent to the expiration date of the exchange offer. Tenders of notes will be accepted only in minimum denominations equal to US$1,000 or integral multiples of US$1,000 in excess thereof.

        We expressly reserve the right, in our sole discretion, to:

•

delay acceptance for exchange of notes tendered under the exchange offer, subject to Rule 14e-1 under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders promptly after the termination or withdrawal of a tender offer, or



•

terminate the exchange offer and not accept for exchange any notes not theretofore accepted for exchange, if any of the conditions set forth below under "The Exchange Offer—Conditions of the Exchange Offer" have not been satisfied or waived by us or in order to comply in whole or in part with any applicable law.

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        In all cases, exchange notes will be issued only after timely receipt by the exchange agent of certificates representing notes, or confirmation of book-entry transfer, a properly completed and duly executed letter of transmittal, or a manually signed facsimile thereof, and any other required documents. For purposes of the exchange offer, we will be deemed to have accepted for exchange validly tendered notes, or defectively tendered notes with respect to which we have waived such defect, if, as and when we give oral, confirmed in writing, or written notice to the exchange agent. Promptly after the expiration date, we will deposit the exchange notes with the exchange agent, who will act as agent for the tendering holders for the purpose of receiving the exchange notes and transmitting them to the holders. The exchange agent will deliver the exchange notes to holders of notes accepted for exchange after the exchange agent receives the exchange notes.

        If, for any reason, we delay acceptance for exchange of validly tendered notes or we are unable to accept for exchange validly tendered notes, then the exchange agent may, nevertheless, on our behalf, retain tendered notes, without prejudice to our rights described under "The Exchange Offer—Expiration Date; Extensions; Termination; Amendments", "The Exchange Offer—Conditions of the Exchange Offer" and "The Exchange Offer—Withdrawal of Tenders", subject to Rule 14e-1 under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of a tender offer.

        If any tendered notes are not accepted for exchange for any reason, or if certificates are submitted evidencing more notes than those that are tendered, certificates evidencing notes that are not exchanged will be returned, without expense, to the tendering holder, or, in the case of notes tendered by book-entry transfer into the exchange agent's account at a book-entry transfer facility under the procedure set forth under "The Exchange Offer—Procedures for Tendering Notes", such notes will be credited to the account maintained at such book-entry transfer facility from which such notes were delivered, unless otherwise requested by such holder under Special Delivery Instructions in the letter of transmittal, promptly following the exchange date or the termination of the exchange offer.

        Tendering holders of notes exchanged in the exchange offer will not be obligated to pay brokerage commissions or transfer taxes with respect to the exchange of their notes other than as described in "The Exchange Offer—Transfer Taxes" or in the Instructions to the letter of transmittal. We will pay all other charges and expenses in connection with the exchange offer.

Procedures for Tendering Notes

        Any beneficial owner whose notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or held through a book-entry transfer facility and who wishes to tender notes should contact such registered holder promptly and instruct such registered holder to tender notes on such beneficial owner's behalf.

Tender of Notes Held Through DTC

        The exchange agent and DTC have confirmed that the exchange offer is eligible for the DTC automated tender offer program. Accordingly, DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer notes to the exchange agent in accordance with DTC's automated tender offer program procedures for transfer. DTC will then send an agent's message to the exchange agent.

        The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant. In the case of an agent's

37

message relating to guaranteed delivery, the term means a message transmitted by DTC and received by the exchange agent which states that DTC has received an express acknowledgment from the participant in DTC tendering notes that they have received and agree to be bound by the notice of guaranteed delivery.

Tender of Notes Held in Certificated Form

        For a holder to validly tender notes held in certificated form:

(i)

the exchange agent must receive at its address set forth in this prospectus a properly completed and validly executed letter of transmittal, or a manually signed facsimile thereof, together with any signature guarantees and any other documents required by the instructions to the letter of transmittal, and



(ii)

the exchange agent must receive certificates for tendered notes at such address, or such notes must be transferred pursuant to the procedures for book-entry transfer described above. A confirmation of such book-entry transfer must be received by the exchange agent prior to the expiration date of the exchange offer. A holder who desires to tender notes and who cannot comply with the procedures set forth herein for tender on a timely basis or whose notes are not immediately available must comply with the procedures for guaranteed delivery set forth below.

        Letters of transmittal and notes should be sent only to the Exchange Agent, and not to us or to any book-entry transfer facility.

        THE METHOD OF DELIVERY OF NOTES, LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER TENDERING NOTES. DELIVERY OF SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, WE SUGGEST THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE OF THE EXCHANGE OFFER TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO SUCH DATE. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF NOTES WILL BE ACCEPTED.

Signature Guarantee

        Signatures on the letter of transmittal must be guaranteed by an eligible institution unless:

(a)

the letter of transmittal is signed by the registered holder of the notes tendered therewith, or by a participant in one of the book-entry transfer facilities whose name appears on a security position listing it as the owner of those notes, or if any notes for principal amounts not tendered are to be issued directly to the holder, or, if tendered by a participant in one of the book-entry transfer facilities, any notes for principal amounts not tendered or not accepted for exchange are to be credited to the participant's account at the book-entry transfer facility, and neither the Special Issuance Instructions nor the Special Delivery Instructions box on the letter of transmittal has been completed, or



(b)

the notes are tendered for the account of an eligible institution. An eligible institution is a firm that is a participant in the Security Transfer Agents Medallion program or the Stock Exchange Medallion program, which is generally a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office in the United States.

38

Book-Entry Transfer

        The exchange agent will seek to establish a new account or utilize an existing account with respect to the notes at DTC promptly after the date of this prospectus. Any financial institution that is a participant in the book-entry transfer facility system and whose name appears on a security position listing it as the owner of the notes may make book-entry delivery of notes by causing the book-entry transfer facility to transfer such notes into the exchange agent's account. HOWEVER, ALTHOUGH DELIVERY OF NOTES MAY BE EFFECTED THROUGH BOOK-ENTRY TRANSFER INTO THE EXCHANGE AGENT'S ACCOUNT AT A BOOK-ENTRY TRANSFER FACILITY, A PROPERLY COMPLETED AND VALIDLY EXECUTED LETTER OF TRANSMITTAL, OR A MANUALLY SIGNED FACSIMILE THEREOF, MUST BE RECEIVED BY THE EXCHANGE AGENT AT ITS ADDRESS SET FORTH IN THIS PROSPECTUS ON OR PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE OFFER, OR ELSE THE GUARANTEED DELIVERY PROCEDURES DESCRIBED BELOW MUST BE COMPLIED WITH. The confirmation of a book-entry transfer of notes into the exchange agent's account at a book-entry transfer facility is referred to in this prospectus as a "book-entry confirmation." Delivery of documents to the book-entry transfer facility in accordance with that book-entry transfer facility's procedures does not constitute delivery to the exchange agent.

Guaranteed Delivery

        If you wish to tender your notes and:

(i)

certificates representing your notes are not lost but are not immediately available,



(d)

time will not permit your letter of transmittal, certificates representing your notes and all other required documents to reach the exchange agent on or prior to the expiration date of the exchange offer, or



(e)

the procedures for book-entry transfer cannot be completed on or prior to the expiration date of the exchange offer,

you may nevertheless tender if your tender is made by or through an eligible institution and on or prior to the expiration date of the exchange offer, the exchange agent has received from the eligible institution a properly completed and validly executed notice of guaranteed delivery, by manually signed facsimile transmission, mail or hand delivery, in substantially the form provided with this prospectus. The notice of guaranteed delivery must:

(a)

set forth your name and address, the registered number(s) of your notes and the principal amount of notes tendered;



(b)

state that the tender is being made thereby;



(c)

guarantee that, within three New York Stock Exchange trading days after the date of the notice of guaranteed delivery, the letter of transmittal or facsimile thereof properly completed and validly executed, together with certificates representing the notes, or a book-entry confirmation, and any other documents required by the letter of transmittal and the instructions thereto, will be deposited by the eligible institution with the exchange agent; and



(d)

the exchange agent receives the properly completed and validly executed letter of transmittal or facsimile thereof with any required signature guarantees, together with certificates for all notes in proper form for transfer, or a book-entry confirmation, and any other required documents, within three New York Stock Exchange trading days after the date of the notice of guaranteed delivery.

39

Other Matters.

        Exchange notes will be issued in exchange for notes accepted for exchange only after timely receipt by the exchange agent of:

(i)

certificates for (or a timely book-entry confirmation with respect to) your notes,



(ii)

a properly completed and duly executed letter of transmittal or facsimile thereof with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, and



(iii)

any other documents required by the letter of transmittal.

        We will determine, in our sole discretion, all questions as to the form of all documents, validity, eligibility, including time of receipt, and acceptance of all tenders of notes. Our determination will be final and binding on all parties. ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF NOTES WILL NOT BE CONSIDERED VALID. We reserve the absolute right to reject any or all tenders of notes that are not in proper form or the acceptance of which, in our opinion, would be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular notes.

        Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding.

        Any defect or irregularity in connection with tenders of notes must be cured within the time we determine, unless waived by us. We will not consider the tender of notes to have been validly made until all defects and irregularities have been waived by us or cured. Neither we, the exchange agent, or any other person will be under any duty to give notice of any defects or irregularities in tenders of notes, or will incur any liability to holders for failure to give any such notice.

Withdrawal of Tenders

        Except as otherwise provided in this prospectus, you may withdraw your tender of notes at any time prior to the expiration date. For a withdrawal to be effective:

(i)

the exchange agent must receive a written notice of withdrawal at the address set forth below under "The Exchange Offer—Exchange Agent", or



(ii)

you must comply with the appropriate procedures of DTC's automated tender offer program system.

        Any notice of withdrawal must:

(a)

specify the name of the person who tendered the notes to be withdrawn, and



(b)

identify the notes to be withdrawn, including the principal amount of the notes.

        If notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn notes and otherwise comply with the procedures of DTC.

        We will determine all questions as to validity, form, eligibility and time of receipt of any withdrawal notices. Our determination will be final and binding on all parties. We will deem any notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

        Any notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder or, in the case of notes tendered by book-entry transfer into the exchange agent's account at DTC according to the procedures described above, such notes will be credited to an account maintained with DTC for the notes. This return or crediting will

40

take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn notes by following one of the procedures described under "The Exchange Offer—Procedures for Tendering Notes" at any time on or prior to the expiration date.

Conditions of the Exchange Offer

        Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to issue exchange notes in exchange for any properly tendered outstanding notes not previously accepted and may terminate the exchange offer, by oral or written notice to the exchange agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, to the Dow Jones News Service, or, at our option, modify or otherwise amend the exchange offer, if:

•

there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree shall have been issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission:



•

seeking to restrain or prohibit the making or consummation of the exchange offer or any other transaction contemplated by the exchange offer;



•

assessing or seeking any damages as a result thereof; or



•

resulting in a material delay in our ability to accept for exchange or exchange some or all of the outstanding notes pursuant to the exchange offer; or



•

the exchange offer violates any applicable law or any applicable interpretation of the Staff of the Commission.

        These conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the exchange offer regardless of the circumstances, including any action or inaction by us, giving rise to the condition or may be waived by us in whole or in part at any time or from time-to-time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each right will be deemed an ongoing right that may be asserted at any time or from time-to-time. In addition, we reserve the right, notwithstanding the satisfaction of these conditions, to terminate or amend the exchange offer.

        Any determination by us concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

        In addition, we will not accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for any outstanding notes, if at that time, any stop order has been issued, or is threatened with respect to the registration statement of which this prospectus is a part or with respect to the qualification of the indenture under the Trust Indenture Act, as amended.

Transfer Taxes

        We will pay all transfer taxes applicable to the transfer and exchange of notes pursuant to the exchange offer. If, however:

•

delivery of the exchange notes and/or certificates for notes for principal amounts not exchanged, are to be made to any person other than the record holder of the notes tendered;



•

tendered certificates for notes are recorded in the name of any person other than the person signing any letter of transmittal; or



•

a transfer tax is imposed for any reason other than the transfer and exchange of notes to us or our order, the amount of any such transfer taxes, whether imposed on the record holder or any

41

other person, will be payable by the tendering holder prior to the issuance of the exchange notes.

Consequences of Failing to Exchange

        If you do not exchange your notes for exchange notes in the exchange offer, you will remain subject to the restrictions on transfer of the notes:

•

as set forth in the legend printed on the notes as a consequence of the issuance of the notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and



•

otherwise set forth in the memorandum distributed in connection with the private offering of the notes.

        In general, you may not offer or sell the notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the notes under the Securities Act.

Accounting Treatment

        The exchange notes will be recorded at the same carrying value as the notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expenses of the exchange offer over the term of the exchange notes.

Exchange Agent

        Wells Fargo Bank Minnesota, N.A. has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus, the letter of transmittal or any other documents to the exchange agent. You should send certificates for notes, letters of transmittal and any other required documents to the exchange agent addressed as follows:

        By First Class Mail, Overnight, Registered or Certified Mail, Overnight Courier or By Hand:

Wells Fargo Bank Minnesota, N.A.
213 Court Street
Suite 703
Middletown, Connecticut 06457
Attn: Joseph P. O'Donnell

By Facsimile: (860) 704-6217
(for eligible institutions only)

Confirm by telephone: (860) 704-6219

42

THE DECEMBER TRANSACTIONS

Overview

        Pursuant to an agreement dated October 3, 2003, as amended, Couche-Tard agreed to acquire The Circle K Corporation from ConocoPhillips for a net cash purchase price of US$803.9 million, which purchase price remains subject to reduction by the amount of long-term debt and capital lease obligations of Circle K on the closing date of the Acquisition, estimated as of September 30, 2003 to be approximately US$7.9 million, and to a working capital adjustment. The Acquisition was financed through the proceeds from the issuance of the notes, borrowings under our senior credit facility and the proceeds from the issuance of Class B subordinate voting shares of Alimentation Couche-Tard Inc. See "Description of Other Indebtedness".

Benefits of the Acquisition

        Through the Acquisition, we believe that we can realize cost savings at Circle K and thereby improve our operating performance by (i) reducing Circle K's operating expenses through the implementation of a decentralized management team and the elimination of certain overlapping administrative costs, (ii) negotiating more favorable supplier arrangements due to our expertise and increased purchasing volume, and (iii) relocating and decentralizing Circle K's information technology systems to reduce costs. We estimate that we can achieve approximately US$50 million in annual cost savings in connection with the Acquisition within 18 to 24 months following the closing of the Acquisition. In addition, we believe we can improve Circle K's store level operations by completing over the next 24 months the installation of POS systems, including scanning, in all of Circle K's company-operated stores that do not currently have such technology and by implementing our Store 2000 Concept in certain Circle K stores. There can be no assurance that such cost savings or operating improvements will be realized or that there will not be delays in achieving such synergies or cost savings.

Principal Documents

Stock Purchase Agreement

        The stock purchase agreement contains customary representations and warranties for acquisition transactions of this type and magnitude. In addition, ConocoPhillips has agreed to indemnify Couche-Tard U.S. L.P., Alimentation Couche-Tard Inc. and their affiliates, including Circle K and its subsidiaries (the "Couche-Tard Indemnified Parties"), for all taxes imposed on Circle K and its subsidiaries arising in or relating to periods ending on or prior to the closing date, for legal proceedings filed against or served on Circle K or its subsidiaries as of the closing date (other than as specified in the ADA Agreement described below), for any breach of any of its covenants under the stock purchase agreement and for any liabilities, including funding liabilities, with respect to any benefit plan maintained by ConocoPhillips for employees of Circle K or its subsidiaries. Under the stock purchase agreement, ConocoPhillips has also agreed to indemnify the Couche-Tard Indemnified Parties from and against all claims, losses, damages and costs, attributable to breaches of any representation or warranty made by ConocoPhillips in the stock purchase agreement that exceed negotiated thresholds, up to a maximum of 20% of the net cash consideration paid pursuant to the stock purchase agreement.

        Prior to the closing of the Acquisition, Circle K transferred 370 of its locations to ConocoPhillips to be retained and operated by it; ConocoPhillips will pay us an annual license fee for the right to operate 244 of these store locations under the Circle K banner. See "—Circle K License Agreements".

        The stock purchase agreement provides that the purchase price was reduced by US$35 million to reflect the estimated future environmental liabilities of Circle K for which Couche-Tard will not be indemnified by ConocoPhillips. See "—Environmental Liabilities Agreement".

43

        On December 11, 2003, Couche-Tard and ConocoPhillips amended the stock purchase agreement to, among other things, provide for a reduction in the net cash purchase price in the amount of US$25.1 million, resulting in a decrease in the net cash purchase price from US$829 million to US$803.9 million, subject to reduction for the long-term debt and capital lease obligations of Circle K at closing and the adjustment for working capital mentioned above. This purchase price reduction was principally comprised of an US$18.6 million reduction in respect of certain capital improvements to be undertaken at the Circle K stores by Couche-Tard in connection with ConocoPhillips' proposed settlement of litigation brought under the Americans with Disabilities Act (the "ADA"). See "—ADA Agreement". The remaining purchase price reduction of US$6.5 million reflects a number of changes to certain general terms of agreements with ConocoPhillips, including the Products Supply and Purchase Agreement.

Products Supply and Purchase Agreement

        Under a products supply and purchase agreement between Circle K and ConocoPhillips, ConocoPhillips has agreed to supply gasoline and diesel fuel (including kerosene) at competitive rates to the Circle K stores acquired by Couche-Tard other than most of the stores located in California. During the term of the agreement, Circle K will purchase all of its requirements for motor fuel from ConocoPhillips for all stores that resell Union 76 or Phillips 66 branded motor fuel. For stores that sell motor fuel that is not branded Union 76 or Phillips 66, Circle K will purchase a minimum of 80% or 90% (depending on the location of the stores) of the aggregate yearly requirements of such stores for motor fuel from ConocoPhillips. The agreement provides that in the event of supply shortages or suspension of deliveries by ConocoPhillips, Circle K may enter into temporary arrangements with third parties for the supply of motor fuel.

        The agreement has a term of five years. Circle K may terminate the agreement at any time with respect to the supply of motor fuel from certain designated supply points representing approximately 65% of the Circle K stores that are subject to the agreement. For supply points in respect of which Circle K does not have the option of terminating the agreement before the expiration of the term, Circle K will be liable for liquidated damages if it terminates the agreement or if ConocoPhillips terminates the agreement as a result of a material breach by Circle K. Upon expiration of the agreement, or earlier if the parties agree, ConocoPhillips will transfer to Circle K, for no additional consideration, its allocation rights for shipping on the Kinder Morgan East Line pipeline, subject to the terms of Kinder Morgan's published tariff rules and regulations.

        Couche-Tard has guaranteed Circle K's payment obligations to ConocoPhillips for motor fuel purchases under the products supply and purchase agreement.

Environmental Liabilities Agreement

        Alimentation Couche-Tard Inc. has entered into an environmental liabilities agreement with ConocoPhillips that allocates responsibility between the parties for certain environmental matters related to Circle K. Under the agreement, ConocoPhillips retains responsibility to remediate contamination for approximately 520 properties owned or leased by Circle K as of the closing date of the Acquisition that are identified in the agreement as being actively remediated or monitored or where such action is planned or where there is known or identified contamination. In addition, ConocoPhillips will be responsible for remediation of any contamination identified in documents existing on the closing date of the Acquisition, if such contamination is identified by Couche-Tard to ConocoPhillips within 180 days after the closing date. The environmental liabilities agreement also provides that if Couche-Tard identifies underground storage tank ("UST") systems that were out of compliance in specific ways that indicate that such systems may have been leaking on or prior to the closing date of the Acquisition, ConocoPhillips will be required to remediate any such contamination which is discovered and brought to ConocoPhillips' attention within 180 days after the closing. Any

44

contamination for which ConocoPhillips is responsible must be remediated to levels at or below requirements established pursuant to environmental laws in effect as of the closing date. ConocoPhillips' obligation to remediate, however, does not extend to accepting responsibility for third party claims filed or served after the closing date for damages other than those that may be completely compensated through ConocoPhillips' remediation obligation.

        The environmental liabilities agreement provides that ConocoPhillips is obligated to repair or replace any UST system or to pay Couche-Tard the cost thereof with respect to UST systems that are identified by Couche-Tard to ConocoPhillips within 150 days of the closing date as being in need of repair or replacement to comply with environmental law as in effect on the closing date. ConocoPhillips' payment obligations are limited to US$150,000 per UST system.

        In addition, ConocoPhillips has agreed to indemnify Couche-Tard against all environmental liabilities relating to former Circle K facilities and "Superfund" liabilities relating to pre-closing Circle K activities.

ADA Agreement

        On December 11, 2003, Couche-Tard and ConocoPhillips entered into an agreement that provides that Couche-Tard will undertake certain capital improvements required to conform the Circle K stores to the Americans with Disabilities Act as specified in a draft consent decree between Circle K and the plaintiffs named in a litigation claim filed in January 2003 against Circle K, in consideration for an US$18.6 million reduction of the net cash purchase price for the Acquisition. In the event that any work item required to be completed by Circle K under any decree approved by an applicable court in connection with the litigation is not included in the projected work items estimated by Couche-Tard and ConocoPhillips as being required to comply with the draft consent decree, then all such additional work items shall be completed at the sole cost of ConocoPhillips.

License and Reseller Agreements

        Under license agreements between Circle K and ConocoPhillips, ConocoPhillips has granted to Circle K a non-exclusive license to use the Union, Union 76, 76, Phillips, Phillips 66 and 66 trademarks in connection with the sale of motor fuel and vehicle repair, maintenance and other related services. Circle K may use these trademarks at retail outlets already operating under such marks on the closing date of the Acquisition in certain specified states as well as in connection with the sale of certain other ancillary products commonly sold in retail motor fuel outlets. The license agreements specify terms ranging from five to ten years depending on the state.

        Under the license agreements, Circle K is required to pay ConocoPhillips a fixed license fee per gallon of motor fuel sold at the retail outlets covered by the agreements during each month of the term. In certain states, the license fee per gallon rises in the last five years of the agreements.

        Pursuant to the Union 76 branded reseller agreement between Circle K and ConocoPhillips, ConocoPhillips has granted to Circle K a non-exclusive license and franchise for five years to establish and operate Union 76 service stations in 82 specific locations in the State of California, as well as a non-exclusive license to use certain Union 76 trade names, trademarks and service marks in connection with the sale of Union 76 branded motor fuel. Under this agreement, Circle K will be required to purchase its requirements for Union 76 branded motor fuel for such locations from ConocoPhillips for a term of five years, subject to the right of Circle K to enter into temporary arrangements for the supply of motor fuel in the case of supply shortages or suspension of deliveries by ConocoPhillips.

45

Circle K License Agreements

        Under license agreements between TMC Franchise Corporation, a subsidiary of The Circle K Corporation, and ConocoPhillips, ConocoPhillips has been granted a non-exclusive license to establish and operate Circle K convenience stores at 244 specified locations. Under these agreements, ConocoPhillips will pay a royalty fee on gross sales at these locations. These agreements have a term of five years, but may be terminated at any time by ConocoPhillips subject to the payment by ConocoPhillips of an amount equal to a guaranteed minimum royalty fee less royalty fees that have already been paid. ConocoPhillips has guaranteed the payment of royalties for the 178 stores located on the U.S. West Coast that are covered by these agreements for five years and the payment of royalties for the 66 stores located on the U.S. East Coast for one year. ConocoPhillips has advised us that it intends to dispose of the 66 stores located on the U.S. East Coast.

46

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

        Set forth below is our unaudited pro forma consolidated balance sheet as of October 12, 2003 and our unaudited pro forma consolidated statements of earnings for the year ended April 27, 2003 and the 24-week period ended October 12, 2003 which give effect to the Transactions. For information as to the basis on which the unaudited pro forma consolidated balance sheet and the unaudited pro forma consolidated statements of earnings are presented, see Note 1 to these financial statements.

        The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and do not purport to represent what the combined companies' actual performance or financial position would have been if the Transactions had occurred at an earlier date. The pro forma adjustments are based upon currently available information and management's estimates and assumptions. Actual adjustments will differ from the pro forma adjustments. No adjustments have been made to reflect the additional costs, savings or synergies that could result from combining the operations of Couche-Tard and Circle K. Our future operating results may differ materially from the unaudited pro forma financial data presented below due to various factors, including those described under "Forward-Looking Statements" and "Risk Factors" included elsewhere in this prospectus.

        The unaudited pro forma consolidated balance sheet and statements of earnings have been prepared in accordance with Canadian GAAP to give effect to the Acquisition for a net cash purchase price of US$803.9 million ($1.06 billion) subject to reduction by the amount of Circle K's long-term debt and capital lease obligations on the closing date of the Acquisition, estimated as of September 30, 2003 to be approximately US$7.9 million ($10.7 million), and to a working capital adjustment. The unaudited pro forma consolidated balance sheet and statements of earnings have also been prepared to give effect to the contemplated sale-leaseback transactions involving the sale of Circle K sites for a purchase price of US$250 million and the lease back by Circle K or one of its affiliates of such Circle K sites pursuant to lease agreements with the purchaser of such sites.

        The Transactions are reflected in the unaudited pro forma consolidated balance sheet as if they had occurred on October 12, 2003 and on the unaudited pro forma consolidated statements of earnings for the year ended April 27, 2003 and the 24-week period ended October 12, 2003 as if they had occurred on April 29, 2002.

        Investors should read the unaudited pro forma consolidated financial statements, including the notes thereto, in conjunction with Couche-Tard's audited consolidated financial statements, unaudited interim consolidated financial statements, the audited financial statements of Circle K, the unaudited interim financial statements of Circle K, and "Management's Discussion and Analysis of Financial Condition and Results of Operation" for Couche-Tard and for Circle K included elsewhere in this prospectus.

47

COMPILATION REPORT ON PRO FORMA FINANCIAL STATEMENTS

To the Board of Directors of
Alimentation Couche-Tard Inc. (the "Company")

        We have read the accompanying unaudited pro forma consolidated balance sheet of the Company as of October 12, 2003 and unaudited pro forma consolidated statements of earnings for the year ended April 27, 2003 and the 24-week period ended October 12, 2003 and have performed the following procedures.

1.

Compared the figures in the columns captioned "Couche-Tard" to the corresponding figures in the unaudited financial statements of the Company as of October 12, 2003 and for the 24-week period then ended, and to the corresponding figures in the audited financial statements of the Company for the year ended April 27, 2003, respectively, and found them to be in agreement.

2.

Compared the figures in the three columns captioned "Circle K" to the corresponding figures in the unaudited financial statements of The Circle K Corporation as of September 30, 2003 and for the six-month period then ended and to the corresponding figures in the unaudited financial statements of The Circle K Corporation for the 12-month period ended March 31, 2003, respectively, and found them to be in agreement.

3.

Made enquiries of certain officials of the Company who have responsibility for financial and accounting matters about:

a.

the basis for determination of the pro forma adjustments; and

b.

whether the pro forma financial statements comply as to form in all material respects with applicable regulatory requirements.

The officials:

a.

described to us the basis for determination of the pro forma adjustments, and



b.

stated that the pro forma statements comply as to form in all material respects with applicable regulatory requirements.

4.

Read the notes to the pro forma statements, and found them to be consistent with the basis described to us for determination of the pro forma adjustments.

5.

Recalculated the application of the pro forma adjustments to the aggregate of the amounts in the columns captioned "Couche-Tard", "Circle K as adjusted", "Pro forma adjustments" and "Contemplated sale-leaseback adjustments" as of October 12, 2003 and for the 24-week period then ended, and for the year ended April 27, 2003, and found the amounts in the column captioned "Pro forma giving effect to the contemplated sale-leaseback" to be arithmetically correct.

A pro forma financial statement is based on management assumptions and adjustments which are inherently subjective. The foregoing procedures are substantially less than either an audit or a review, the objective of which is the expression of assurance with respect to management's assumptions, the pro forma adjustments, and the application of the adjustments to the historical financial information. Accordingly, we express no such assurance. The foregoing procedures would not necessarily reveal matters of significance to the pro forma financial statements, and we therefore make no representation about the sufficiency of the procedures for the purposes of a reader of such statements.

/s/  RAYMOND CHABOT GRANT THORTON    
Chartered Accountants

Montreal, Canada
February 11, 2004

48

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of October 12, 2003
(dollars in thousands)

					Circle K							Pro forma adjustments
																					Contemplated sale- leaseback adjustments			Pro forma giving effect to the contemplated sale-leaseback
		Couche-Tard as of Oct. 12, 2003			As of Sept. 30, 2003		Pre-closing transfer of assets and liabilities			As adjusted		Other pre-closing agreements and transactions			Acquisition and financing			Pro forma
		(Note 1)			(Note 1)		(Note 2a)					(Note 2)			(Note 2)						(Note 2)
ASSETS
Current assets
	Cash and cash equivalents	$	53,315		$	58,806	$	(1,041	)	$	57,765				$	223,600	(j)
																34,538	(k)
																(238,222	)(l)	$	130,996					$	130,996
	Accounts receivable		89,648			53,415		(1,691	)		51,724	$	(3,523	)(b)					137,849						137,849
	Inventories		200,221			214,055		(29,290	)		184,765								384,986						384,986
	Prepaid expenses		8,012			15,817		(109	)		15,708								23,720						23,720
	Future income taxes		6,631			17,216		774			17,990		(5,458	)(f)					19,163						19,163
			357,827			359,309		(31,357	)		327,952		(8,981	)		19,916			696,714			—			696,714
Fixed assets			450,633			1,156,445		(185,822	)		970,623		331,230	(c)		(597,215	)(h)		1,155,271		$	(331,134	)(n)
																						46,776	(r)		870,913
Goodwill			274,107																274,107						274,107
Trade name and other assets			16,655			695,805		(17,602	)		678,203		(35,872	)(b)		(237,481	)(h)
													(57,018	)(d)		(2,808	)(l)
																35,000	(m)		396,679			5,795	(o)
																						(8,117	)(q)
																						(46,776	)(r)		347,581
Future income taxes			10,898													21,298	(l)		32,196						32,196
		$	1,110,120		$	2,211,559	$	(234,781	)	$	1,976,778	$	229,359		$	(761,290	)	$	2,554,967		$	(333,456	)	$	2,221,511
LIABILITIES
Current liabilities
	Accounts payable and accrued liabilities	$	299,629		$	304,715	$	(11,203	)	$	293,512	$	(36,543	)(b)				$	556,598					$	556,598
	Income taxes payable		32,365												$	(956	)(l)		31,409						31,409
	Future income taxes		7,144																7,144						7,144
	Instalments on long-term debt		16,498			1,569					1,569		(941	)(e)		29,486	(k)
																(15,956	)(l)		30,656		$	(13,835	)(p)		16,821
			355,636			306,284		(11,203	)		295,081		(37,484	)		12,574			625,807			(13,835	)		611,972
Long-term debt			225,509			43,685					43,685		(33,653	)(e)		1,106,488	(k)
																(222,266	)(l)		1,119,763			(311,504	)(p)		808,259
Deferred credits and other liabilities			9,879			272,176		(36,398	)		235,778		(177,155	)(b)					68,502						68,502
Future income taxes			27,969			278,708		(10,083	)		268,625		39,938	(f)		(308,563	)(i)		27,969						27,969
			618,993			900,853		(57,684	)		843,169		(208,354	)		588,233			1,842,041			(325,339	)		1,516,702
SHAREHOLDERS' EQUITY
Capital stock			259,455													223,600	(j)		483,055						483,055
Contributed surplus			1,222																1,222						1,222
Retained earnings			238,248													(1,801	)(l)		236,447			(8,117	)(q)		228,330
Cumulative translation adjustments			(7,798	)															(7,798	)					(7,798	)
Owner's equity						1,310,706		(177,097	)		1,133,609		437,713	(f)		(1,571,322	)(g)
			491,127			1,310,706		(177,097	)		1,133,609		437,713			(1,349,523	)		712,926			(8,117	)		704,809
		$	1,110,120		$	2,211,559	$	(234,781	)	$	1,976,778	$	229,359		$	(761,290	)	$	2,554,967		$	(333,456	)	$	2,221,511

49

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
Year ended April 27, 2003
(dollars in thousands)

				Circle K							Pro forma adjustments
		Couche-Tard Year ended April 27, 2003		12-month period ended March 31, 2003		Pre-closing transfer of assets and liabilities			As adjusted		Other pre-closing agreements and transactions			Acquisition and financing			Pro forma		Contemplated sale- leaseback adjustments			Pro forma giving effect to the contemplated sale-leaseback
		(Note 1)		(Note 1)		(Note 3a)					(Note 3)			(Note 3)					(Note 3)
Revenues		$	3,374,463	$	8,122,983	$	(2,229,735	)	$	5,893,248	$	4,621	(d)				$	9,272,332				$	9,272,332
Cost of sales			2,624,299		6,532,727		(1,830,327	)		4,702,400		22,572	(e)					7,349,271					7,349,271
Gross profit			750,164		1,590,256		(399,408	)		1,190,848		(17,951	)		—			1,923,061		—			1,923,061
Operating, selling, administrative and general expenses			592,052		1,264,893		(293,267	)		971,626		(17,619	)(b)					1,546,059	$	40,350	(1)		1,586,409
Depreciation and amortization of fixed and other assets			44,948		107,532		(14,971	)		92,561		11,748	(c)	$	(53,865	)  (g)		95,392		(9,230	)(1)
																				2,176	(m)		88,338
			637,000		1,372,425		(308,238	)		1,064,187		(5,871	)		(53,865	)		1,641,451		33,296			1,674,747
Operating income			113,164		217,831		(91,170	)		126,661		(12,080	)		53,865			281,610		(33,296	)		248,314
Impairment of trade name and property and equipment and other write-downs					133,321		(22,152	)		111,169					4,324	(i)		115,493		8,117	(n)		123,610
Financial expenses			14,894		14,423		2			14,425		(11,371	)(c)		46,989	(h)
															4,458	(i)		69,395		(11,402	)(o)
																				(1,534	)(n)		56,459
			14,894		147,744		(22,150	)		125,594		(11,371	)		55,771			184,888		(4,819	)		180,069
Earnings before income taxes			98,270		70,087		(69,020	)		1,067		(709	)		(1,906	)		96,722		(28,477	)		68,245
Income taxes			32,036		29,060		(28,688	)		372		(280	)(f)		(1,193	)(j)
															(10,632	)(k)		20,303		(9,320	)(p)		10,983
Net earnings		$	66,234	$	41,027	$	(40,332	)	$	695	$	(429	)	$	9,919		$	76,419	$	(19,157	)	$	57,262
Other data (Note 4)
	Adjusted EBITDA	$	158,112						$	219,222							$	377,002				$	336,652

50

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
24-week period ended October 12, 2003
(dollars in thousands)

				Circle K							Pro forma adjustments
																						Pro forma giving effect to the contemplated sale- leaseback
		Couche-Tard 24-week period ended Oct. 12, 2003		6-month period ended Sept. 30, 2003		Pre-closing transfer of assets and liabilities			As adjusted		Other pre-closing agreements and transactions			Acquisition and financing			Pro forma		Contemplated sale- leaseback adjustments
		(Note 1)		(Note 1)		(Note 3a)					(Note 3)			(Note 3)					(Note 3)
Revenues		$	1,847,370	$	3,988,431	$	(1,073,576	)	$	2,914,855	$	2,292	(d)				$	4,764,517				$	4,764,517
Cost of sales			1,434,199		3,160,483		(855,918	)		2,304,565		16,215	(e)					3,754,979					3,754,979
Gross profit			413,171		827,948		(217,658	)		610,290		(13,923	)		—			1,009,538		—			1,009,538
Operating, selling, administrative and general expenses			309,901		580,634		(121,086	)		459,548		(6,991)	(b)					762,458	$	20,595	(l)		783,053
Depreciation and amortization of fixed and other assets			23,493		50,985		(14,552	)		36,433		5,267	(c)	$	(21,534	)		43,659		(3,820	)(l)
																				870	(m)		40,709
			333,394		631,619		(135,638	)		495,981		(1,724	)		(21,534	)		806,117		17,645			823,762
Operating income			79,777		196,329		(82,020	)		114,309		(12,199	)		21,534			203,421		(17,645	)		185,776
Impairment of trade name and property and equipment and other write-downs															3,327	(i)		3,327					3,327
Financial expenses			6,653		5,351					5,351		(5,049)	(c)		22,377	(h)
															2,042	(i)		31,374		(5,513	)(o)
																				(741	)(n)		25,120
			6,653		5,351		—			5,351		(5,049	)		27,746			34,701		(6,254	)		28,447
Earnings before income taxes			73,124		190,978		(82,020	)		108,958		(7,150	)		(6,212	)		168,720		(11,391	)		157,329
Income taxes			23,034		74,594		(32,201	)		42,393		(2,508)	(f)		(2,508)	(j)
															(4,672)	(k)		55,423		(3,536	)(p)		51,887
Net earnings		$	50,090	$	116,384	$	(49,819	)	$	66,565	$	(4,326	)	$	968		$	113,297	$	(7,855	)	$	105,442
Other data (Note 4)
	Adjusted EBITDA	$	103,270						$	150,742							$	247,080				$	226,485

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NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
BALANCE SHEET AND STATEMENTS OF EARNINGS

(dollars in thousands, unless otherwise noted)

1—BASIS OF PRESENTATION

        The unaudited pro forma consolidated balance sheet and statements of earnings have been prepared in accordance with Canadian GAAP to give effect to the acquisition by Couche-Tard of all the shares of The Circle K Corporation and its subsidiaries, after giving effect to certain transactions ("Circle K"), for a net cash purchase price of US$803.9 million ($1.06 billion), subject to reduction by the amount of Circle K's long-term debt and capital lease obligations on the closing date of the Acquisition, estimated as of September 30, 2003 to be approximately US$7.9 million ($10.7 million), and to a working capital adjustment. "Combined companies" refers to Couche-Tard and Circle K combined on a pro forma basis.

        The Transactions are reflected in the unaudited pro forma consolidated balance sheet as if they had occurred on October 12, 2003 and on the unaudited pro forma consolidated statements of earnings for the year ended April 27, 2003 and the 24-week period ended October 12, 2003 as if they had occurred on April 29, 2002.

        The pro forma consolidated statements are based on historical consolidated financial information of Couche-Tard and of Circle K, adjusted as explained below. The pro forma consolidated financial statements should be read in conjunction with the audited and unaudited consolidated financial statements of Couche-Tard and of Circle K and the notes thereto appearing elsewhere in this prospectus. The balance sheet and the statements of earnings of Circle K have been summarized and reclassified so that they are presented on a consistent basis with those of Couche-Tard for the purposes of these pro forma consolidated financial statements.

        The historical financial statements of Circle K have been prepared and presented in U.S. dollars. For purposes of the preparation of these pro forma consolidated financial statements, the historical financial statements of Circle K have been translated into Canadian dollars using the exchange rate at the balance sheet date for the balance sheet and at the average exchange rate for the periods for the statements of earnings, as follows:

	12-month period ended March 31, 2003	6-month period ended Sept. 30, 2003	12-month period ended Sept. 30, 2003
Average rate	1.5492	1.3893	1.4644
Period end rate		1.3504	1.3504

        The balance sheet and statements of earnings data provided for Circle K have been adjusted to conform to Canadian GAAP which, in certain aspects, differ from U.S. GAAP. Note 5 to these unaudited pro forma consolidated financial statements provides a reconciliation of effect of these differences as they relate to Couche-Tard and to Circle K.

52

        The Acquisition was accounted for under the purchase method of accounting, under which the purchase price will be allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of the Acquisition. The Acquisition pro forma adjustments described below are based on estimates made by management and changes are expected as evaluations of assets and liabilities are completed and as additional information becomes available. Accordingly, the final allocation of purchase price and the resulting consolidated amounts will differ from those set forth in the unaudited pro forma consolidated financial statements.

        It is anticipated that the contemplated sale-leaseback transactions will be accounted for as a sale-leaseback and that operating lease treatment will be permitted under Canadian GAAP and U.S. GAAP. The contemplated sale-leaseback pro forma adjustments described in Notes 2 and 3 are based on estimates made by management and changes are expected as the terms of the sale-leaseback transactions, if consummated, are finalized and as additional information becomes available.

        The unaudited pro forma consolidated financial statements are prepared for illustrative purposes only and are based on the assumptions set forth in the notes to such statements. These statements are not necessarily indicative of the results of operations or financial position that might have occurred had the applicable transactions actually taken place on the dates indicated, or of future results of operations or financial position of the stand-alone or combined entities. In preparing these unaudited pro forma consolidated financial statements, no adjustments have been made to reflect the additional costs, savings or synergies that could result from combining the operations of Couche-Tard and Circle K. The pro forma adjustments are based upon currently available information and management's estimates and assumptions. Actual adjustments will differ from the pro forma adjustments.

2—PRO FORMA ADJUSTMENTS TO THE CONSOLIDATED BALANCE SHEET

        The unaudited pro forma consolidated balance sheet gives effect to the following adjustments:

Pre-Closing Transfer of Assets and Liabilities in Circle K

(a)

In conjunction with the Acquisition, a transfer agreement was entered into between Circle K and ConocoPhillips. Under this agreement, 370 locations were transferred from Circle K to ConocoPhillips prior to the closing of the Acquisition. In addition, for such locations, ConocoPhillips assumed certain liabilities, including environmental, workers compensation, general and contingencies, and will be entitled to collect environmental trust fund receivables for environmental claims that occurred prior to the Acquisition. The above assets and liabilities have been identified and have been eliminated as pro forma adjustments.

Other Pre-Closing Agreements and Transactions

        ConocoPhillips has agreed to retain certain liabilities, including environmental, workers compensation, general and contingencies. See "The December Transactions". Also, in conjunction with the Acquisition, other pre-closing agreements and transactions were concluded by Circle K and ConocoPhillips. Under these agreements, certain properties, which were leased by Circle K prior to the date of the Acquisition, were purchased from the lessor. In addition, ConocoPhillips bought back certain assets formerly leased and transfered these assets to Circle K.

53

        The following pro forma adjustments have been prepared to reflect the impact of the above on the balance sheet:

(b)

Transfer of certain receivables and liabilities to ConocoPhillips;

(c)

Increase in fixed assets relating to purchase of leased assets and to transfer of locations from ConocoPhillips;

(d)

Elimination of certain fixed assets which had been carried as capital lease assets;

(e)

Elimination of obligations under capital leases;

(f)

Impact of above adjustments on future income tax assets and liabilities and intercompany balances with ConocoPhillips.

Acquisition and Financing

        The purchase price of the Acquisition is estimated as follows:

Cash consideration paid (US$796.0 million) (1)	$	1,051,436
Estimated acquisition costs (excluding financing expenses)		15,000
Total purchase price	$	1,066,436

(1)

Based on an acquisition price of US$803.9 million, that remains subject to reduction by the amount of a purchase price adjustment based on the long-term debt and capital lease obligations of Circle K on the closing date of the Acquisition, estimated as of September 30, 2003 to be US$7.9 million. The purchase price is also subject to a working capital adjustment. The cash consideration has been translated at the exchange rate of 1.3209 which was the rate in effect as of October 10, 2003 the last business day prior to October 12, 2003.

54

        The adjustments to the assets and liabilities acquired which result from the preliminary allocation of the purchase price of Circle K are summarized, on a pro forma basis, as follows:

Historical net book value of Circle K's assets and liabilities acquired after giving effect to the impact of the transfer of assets and liabilities to ConocoPhillips and of other pre-closing agreements and transactions (g) $ 1,571,322

Preliminary adjustments to reflect assets and liabilities at fair value:

Fixed assets	(h)		(597,215	)
Trade name and other intangible assets	(h)		(237,481	)
Future income taxes	(i)		329,810
			(504,886	)
Total purchase price		$	1,066,436

(g)

Elimination of owner's equity;

(h)

Reduction in value of fixed assets and trade name and other intangible assets as a result of the allocation of the excess of fair value of net assets acquired over purchase price;

(i)

Adjustment of future income tax asset and liability to reflect impact of temporary differences resulting from the Acquisition.

        The purchase price of the Acquisition was partially financed by a private placement of 13.6 million Class B subordinate voting shares of Couche-Tard for proceeds of $223.6 million. The remainder was financed by Canadian and U.S. credit facilities and by the offering of the outstanding notes. An amount of $238.2 million of Couche-Tard's existing long-term debt as of the date of Acquisition was refinanced in conjunction with the Acquisition. Financing expenses of approximately $35.0 million related to the senior credit facility and the offering of the outstanding notes were incurred, and these financing expenses will be amortized over the applicable terms.

        In light of the above, the following pro forma financing adjustments were reflected on the balance sheet:

(j)

Gross proceeds from private placement of shares;

(k)

Proceeds from senior credit facility and from the offering of the outstanding notes and net impact on cash after payment of the purchase price;

(l)

Refinancing of Couche-Tard's existing long-term debt, including write-down of previously outstanding deferred financing fees and related future income taxes;

(m)

Establishing deferred financing fees incurred in connection with the senior credit facility and the offering of the outstanding notes.

55

2—PRO FORMA ADJUSTMENTS TO THE CONSOLIDATED BALANCE SHEET

Contemplated Sale-Leaseback Transactions

        It is currently expected that the Company will enter into one or more agreements to dispose of certain Circle K sites acquired in the Acquisition and to lease such sites back. The funds generated by the sale will be used to repay a portion of the senior credit facility.

        It is anticipated that the transactions will be accounted for as a sale-leaseback and that operating lease treatment will be permitted.

        The following pro forma adjustments have been reflected on the balance sheet to reflect the impact of these transactions:

(n)

Disposal of fixed assets subject to sale-leaseback agreements;



(o)

Establishing deferred transaction fees incurred;



(p)

Reimbursement of a portion of the senior credit facility from the proceeds of the transaction;



(q)

Eliminating the deferred financing costs related to senior credit facility reimbursed;



(r)

Adjusting the reduction in value of fixed assets and trade name value and other intangible assets as a result of the new allocation of the excess of fair value of net assets acquired over purchase price resulting from the transactions.

3—PRO FORMA ADJUSTMENTS TO THE CONSOLIDATED STATEMENTS OF EARNINGS

        The unaudited pro forma consolidated statements of earnings give effect to the following adjustments:

Pre-Closing Transfer of Assets and Liabilities in Circle K

(a)

The statements of earnings reflect the elimination of the operations of the 370 locations transferred to ConocoPhillips under a transfer agreement as described in Note 2. The tax benefit has been calculated based on the estimated effective income tax rate of Circle K.

Pre-Closing Agreements and Transactions

        As described in Note 2, Circle K and ConocoPhillips concluded pre-closing agreements and transactions in conjunction with the Acquisition. In addition to the transactions described in Note 2, new motor fuel supply and branding agreements were concluded that will impact the cost of motor fuel to be purchased by Circle K from ConocoPhillips. Franchise agreements were also entered into with ConocoPhillips and will result in the payment of license fees to Circle K from ConocoPhillips in respect of 244 transferred convenience stores.

        The following pro forma adjustments were prepared to reflect the impact of the pre-closing agreements and transactions:

(b)

Elimination of leasing costs associated with locations which were purchased from lessor;

(c)

Elimination of depreciation and interest expenses related to cancelled capital leases and impact of new depreciation on fixed assets of the locations that were transferred to Circle K;

56

(d)

Impact of royalty revenues derived from the franchise royalty agreement;

(e)

Impact of the motor fuel supply and branding agreements for non-transferred locations;

(f)

Tax effects of the above adjustments at the estimated effective income tax rate of Circle K.

Acquisition and Financing

        The following pro forma adjustments were prepared to reflect the impact on the statements of earnings of the preliminary purchase price allocation and financing arrangement described in Note 2:

(g)

Replacing the existing fixed assets depreciation expense of Circle K with the new depreciation expense resulting from the re-evaluation of the fair value of fixed assets;

(h)

Replacing the historical interest expense incurred by Couche-Tard under the refinanced credit facilities with the new interest expense estimated at a weighted average rate of 3.5% for the senior credit facility and at a rate of 7.5% for the notes;

(i)

Reflecting the write-down of deferred financing fees of the refinanced credit facilities and the amortization of the new financing fees incurred;

(j)

Tax effects of the above adjustments at the applicable statutory rates;

(k)

Adjustment to income taxes as a result of the Combined companies' anticipated corporate structure applying to their consolidated results of operations.

Contemplated Sale-Leaseback Transactions

        The pro forma adjustments to reflect the impact of the contemplated sale-leaseback transactions described in Note 2 on the statements of earnings are detailed as follows:

(l)

Replacing the historical depreciation expense related to the sites subject to the sale-leaseback by the rent expense arising from the operating leases and the amortization of the transaction fees incurred;



(m)

Reflecting the impact on the pro forma depreciation expense resulting from the new allocation of the excess of fair value of net assets acquired over purchase price;



(n)

Eliminating the interest expense and amortization of financing fees resulting from the anticipated reimbursement of the senior credit facility from the proceeds of the transactions;



(o)

Eliminating the portion of the deferred financing fees related to the senior credit facility that will be reimbursed;



(p)

Tax effects of the above adjustments.

4—OTHER DATA

        EBITDA, a measure used by management to measure operating performance, is defined as net earnings plus financial expenses, income taxes, depreciation and amortization of fixed and other assets. Adjusted EBITDA is defined as EBITDA, further adjusted to exclude impairment of goodwill and trade name and other write-downs. Couche-Tard believes that the inclusion of supplementary

57

adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain non-cash and/or non-recurring items that Couche-Tard does not expect to incur at the same level in the future. Adjusted EBITDA is presented herein because we believe it is a useful supplement to operating income and cash flow from operations in understanding cash flows generated from operations that are available for taxes, debt service and capital expenditures. Management also uses this measurement as part of its evaluation of core operating results and underlying trends. However, EBITDA and Adjusted EBITDA which do not represent operating income or net cash provided by operating activities as those items are defined by GAAP, should not be considered by prospective purchasers of the notes to be an alternative to operating income or cash flow from operations or indicative of whether cash flows will be sufficient to fund our future cash requirements. In addition, the EBITDA and Adjusted EBITDA measures presented herein may differ from and may not be comparable to similarly titled measures used by other companies.

        Couche-Tard's historical EBITDA and Adjusted EBITDA are calculated as follows:

		Year ended April 27, 2003		24-week period ended Oct. 12, 2003
Net earnings		$	66,234	$	50,090
Financial expenses			14,894		6,653
Income taxes			32,036		23,034
Depreciation and amortization of fixed and other assets			44,948		23,493
	EBITDA		158,112		103,270
Impairment of trade name and property and equipment and other write-downs			—		—
	Adjusted EBITDA	$	158,112	$	103,270

        Circle K's historical EBITDA and Adjusted EBITDA after giving effect to the transfer of 370 locations to ConocoPhillips, but before the impact of other pre-closing agreements and transactions, are calculated as follows:

		12-month period ended March 31, 2003		6-month period ended Sept. 30, 2003
Net earnings		$	695	$	66,565
Financial expenses			14,425		5,351
Income taxes			372		42,393
Depreciation and amortization of fixed and other assets			92,561		36,433
	EBITDA		108,053		150,742
Impairment of trade name and property and equipment and other write-downs			111,169		—
	Adjusted EBITDA	$	219,222	$	150,742

58

        Pro forma EBITDA and Adjusted EBITDA are calculated as follows:

		Year ended April 27, 2003		24-week period ended Oct. 12, 2003
Net earnings		$	76,419	$	113,297
Financial expenses			69,395		31,374
Income taxes			20,303		55,423
Depreciation and amortization of fixed and other assets			95,392		43,659
	EBITDA		261,509		243,753
Impairment of trade name and property and equipment and other write-downs			115,493		3,327
	Adjusted EBITDA	$	377,002	$	247,080

        Pro forma EBITDA and Adjusted EBITDA after giving effect to the contemplated sale-leaseback transactions are calculated as follows:

		Year ended April 27, 2003		24-week period ended Oct. 12, 2003
Net earnings		$	57,262	$	105,442
Financial expenses			56,459		25,120
Income taxes			10,983		51,887
Depreciation and amortization of fixed and other assets			88,338		40,709
	EBITDA		213,042		223,158
Impairment of trade name and property and equipment and other write-downs			123,610		3,327
	Adjusted EBITDA	$	336,652	$	226,485

5—U.S. GAAP FINANCIAL INFORMATION

        The unaudited pro forma consolidated financial statements have been prepared in accordance with Canadian GAAP which, in the case of Couche-Tard, conform in all material respects with U.S. GAAP, except as set forth in Note 28 to the consolidated financial statements of Couche-Tard included elsewhere in this prospectus. In the case of Circle K, Canadian GAAP conforms to U.S. GAAP, except in the establishment of asset retirement obligations, as discussed in the earnings table below.

Net earnings adjustments

        The following table presents a reconciliation of pro forma net earnings after giving effect to the contemplated sale-leaseback transactions established under Canadian GAAP with pro forma net

59

earnings after giving affect to the contemplated sale-leaseback transactions established under U.S. GAAP:

		Year ended April 27, 2003			24-week period ended Oct. 12, 2003
Pro forma net earnings after giving effect to the contemplated sale-leaseback transactions in accordance with Canadian GAAP		$	57,262		$	105.442
Adjustments in respect of:
	Derivative financial instruments		130			121
	Pension expense		(487	)		(20	)
	Lease expense		(1,823	)		(758	)
	Sale-leaseback transactions		(8,651	)		(4,341	)
	Stock-based compensation					44
	Deferred charges and other assets		(854	)		191
	Asset retirement obligations (1)		(469	)		(974	)
	Supplier rebates and other suppliers payments		(1,410	)		(5,716	)
	Tax effect of the above adjustments		5,036			4,378
	Cumulative effect of accounting changes Asset retirement obligations, net of income taxes of $1,442 for the year ended April 27, 2003 and $943 for the 24-week period ended October 12, 2003 (2)		(2,256	)		(1,859	)
			(10,784	)		(8,934	)
Pro forma net earnings after giving effect to the contemplated sale-leaseback transactions in accordance with U.S. GAAP		$	46,478		$	96,508

(1)

Includes an impact of $(469) for the year ended April 27, 2003 and $(850) for the 24-week period ended October 12, 2003 which are the result of asset retirement obligations in Circle K.

(2)

Includes an impact of $(2,256) for the year ended April 27, 2003 and nil for the 24-week period ended October 12, 2003 which are the result of asset retirement obligations in Circle K.

60

        The following table presents the calculation of pro forma EBITDA and Adjusted EBITDA derived after giving effect to the contemplated sale-leaseback transactions from financial information established under U.S. GAAP:

		Year ended April 27, 2003			24-week period ended Oct. 12, 2003
Net earnings		$	46,478		$	96,508
Financial expenses			76,265			34,677
Income taxes			5,947			43,510
Depreciation and amortization of fixed and other assets			94,549			48,095
	EBITDA		223,239			222,790
Impairment of trade name and other write-downs			123,610			3,327
Derivative financial instruments			(130	)		(121	)
Stock-based compensation						(44	)
Cumulative effect of accounting changes			2,256			1,859
	Adjusted EBITDA	$	348,975		$	227,811

Balance sheet components

        Under U.S. GAAP, the pro forma consolidated balance sheet components after giving effect to the contemplated sale-leaseback transactions as of October 12, 2003 would be as follows:

Current assets		$	692,646
Long-term assets			1,683,712
	Total assets	$	2,376,358
Current liabilities		$	627,483
Long-term liabilities			1,089,146
Shareholders' equity			659,729
	Total liabilities and shareholders' equity	$	2,376,358

        See Note 28 of the consolidated financial statements of Couche-Tard for a description of the U.S. GAAP differences having an impact on balance sheet components. The most significant elements are the presentation of fixed assets and corresponding long-term debt for sale-leaseback transactions that are classified as financings under U.S. GAAP.

61

SELECTED HISTORICAL FINANCIAL AND OTHER DATA

Couche-Tard

        The following table presents selected historical consolidated financial data about Couche-Tard. The operating data for the fiscal years ended April 29, 2001, April 28, 2002 and April 27, 2003 were derived from Couche-Tard's audited consolidated financial statements, including the notes thereto, which appear elsewhere in this prospectus. The operating data for the fiscal years ended April 25, 1999 and April 30, 2000 were derived from Couche-Tard's audited consolidated financial statements that are not included in this prospectus. The selected statement of earnings and balance sheet data for the 24-week periods ended October 13, 2002 and October 12, 2003 are derived from Couche-Tard's unaudited and consolidated financial statements which appear elsewhere in this prospectus. The selected consolidated financial data set forth below should be read together with the information contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Couche-Tard's consolidated financial statements, including the notes thereto, each included elsewhere in this prospectus. Couche-Tard prepares its consolidated financial statements in accordance with Canadian GAAP. The relevant differences between Canadian GAAP and U.S. GAAP are described in Note 28 to Couche-Tard's audited and unaudited consolidated financial statements presented elsewhere in the prospectus.

			Year ended													24-week period ended
			April 25, 1999		April 30, 2000		April 29, 2001			April 28, 2002			April 27, 2003			October 13, 2002			October 12, 2003
			(dollars in thousands)
Statement of Earnings Data:
Revenues			$	648,517	$	1,573,991	$	1,673,634		$	2,443,592		$	3,374,463		$	1,487,349		$	1,847,370
Cost of sales				501,539		1,149,701		1,233,853			1,857,957			2,624,299			1,144,003			1,434,199
		Gross profit		146,978		424,290		439,781			585,635			750,164			343,346			413,171
Operating, selling, administrative and general expenses				112,997		346,184		348,650			460,823			592,052			255,784			309,901
Depreciation and amortization of fixed and other assets				8,313		21,323		24,582			33,725			44,948			18,875			23,493
Amortization of goodwill				1,349		5,101		5,336			—			—			—			—
	Operating income			24,319		51,682		61,213			91,087			113,164			68,687			79,777
Financial expenses				4,861		16,091		15,115			15,067			14,894			6,490			6,653
	Earnings before income taxes			19,458		35,591		46,098			76,020			98,270			62,197			73,124
Income taxes				7,978		17,084		22,127			26,958			32,036			21,147			23,034
	Net earnings		$	11,480	$	18,507	$	23,971		$	49,062		$	66,234		$	41,050		$	50,090
Other Financial Data and Ratios:
Capital expenditures			$	20,855	$	52,465	$	38,027		$	77,164		$	86,746		$	37,435		$	41,323
Ratio of earnings to fixed charges (1)								2.5	x		3.0	x		3.2	x		4.2	x		4.4	x

	As of
	April 25, 1999		April 30, 2000		April 29, 2001			April 28, 2002		April 27, 2003		October 13, 2002		October 12, 2003
Balance Sheet Data:
Cash and cash equivalents	$	6,991	$	10,418	$	7,483		$	12,872	$	48,404	$	47,331	$	53,315
Working capital (deficiency)		89		7,475		(15,657	)		424		17,775		8,776		2,191
Total assets		520,025		547,338		560,159			787,167		1,071,348		1,037,407		1,110,120
Long-term debt (including current portion)		186,269		177,516		148,997			173,001		296,313		281,474		242,007
Shareholders' equity		184,480		204,075		228,351			377,123		445,170		423,515		491,127

(1)

Earnings consist of pre-tax income, excluding one-time charges relating to the write-off of deferred financing costs and premiums paid, plus fixed charges, excluding capitalized interest. Fixed charges consist of (i) interest expense, whether expensed or capitalized, (ii) amortization of debt expense, including any discount or premium, whether expensed or capitalized, and (iii) a portion of rental expense representing the interest factor, which is estimated to be approximately one-third of rental expense under operating leases.

62

Circle K

The following table presents selected historical consolidated financial data about Circle K. The selected historical consolidated financial data of Circle K for the year ended December 31, 2000, the period from January 1, 2001 to September 14, 2001, the period from September 15, 2001 to December 31, 2001 and the year ended December 31, 2002 were derived from Circle K's audited consolidated financial statements, which are included elsewhere in this prospectus. The selected unaudited historical consolidated financial data for the nine months ended September 30, 2003 and 2002 is derived from Circle K's unaudited consolidated financial statements, which are included elsewhere in this prospectus. On September 14, 2001, Phillips Petroleum Company acquired Tosco Corporation, Circle K's parent company at that time. Financial results on or before September 14, 2001 reflect Tosco's basis in Circle K, and periods subsequent to September 14, 2001 reflect Phillips' basis in Circle K. Financial results of the respective periods are not comparable. The financial information presented below includes the results of 370 Circle K locations retained by ConocoPhillips in connection with the Acquisition. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a discussion of the continuing operations of Circle K. Circle K prepares its financial statements in accordance with U.S. GAAP. The information is only a summary and should be read in conjunction with Circle K's audited and unaudited historical consolidated financial statements, including the notes thereto.

															Nine months ended Sept. 30,
						Period from Jan. 1, 2001 to Sept. 14, 2001			Period from Sept. 15, 2001 to Dec. 31, 2001
			Year ended Dec. 31, 2000									Year ended Dec. 31, 2002
															2002			2003
			(U.S. dollars in thousands)
Statement of Earnings Data:
Revenues:
	Merchandise sales		US$	2,121,615		US$	1,532,213		US$	633,830		US$	2,202,318		US$	1,669,131		US$	1,696,008
	Fuel sales			2,857,151			1,999,314			688,909			2,690,596			1,977,788			2,459,948
	Other			84,159			62,344			23,967			88,106			66,965			70,557
		Total revenues		5,062,925			3,593,871			1,346,706			4,981,020			3,713,884			4,226,513
Cost of sales and operating expenses:
	Cost of merchandise			1,519,580			1,097,299			454,781			1,569,881			1,193,447			1,225,933
	Cost of fuel			2,583,418			1,791,989			602,653			2,414,263			1,784,319			2,171,809
	Impairment of tradename, property and equipment			—			—			—			86,058			—			—
	Operating expenses			688,493			476,992			205,615			681,985			514,041			509,863
	General and administrative			137,992			110,083			50,689			129,688			87,446			105,009
	Depreciation and amortization			91,145			74,761			27,947			67,666			48,558			55,298
		Total cost of sales and operating expenses		5,020,628			3,551,124			1,341,685			4,949,541			3,627,811			4,067,912
Operating income				42,297			42,747			5,021			31,479			86,073			158,601
Third party interest expense				(6,976	)		(5,750	)		(2,799	)		(9,377	)		(6,862	)		(6,044	)
Intercompany interest expense, net				(31,995	)		(21,689	)		(117	)		(221	)		(229	)		(—	)
Income before income taxes				3,326			15,308			2,105			21,881			78,982			152,557
Provision for income taxes				(5,090	)		(8,239	)		(668	)		(9,304	)		(33,585	)		(59,663	)
Net income/(loss) before cumulative effect of change in accounting principle				(1,764	)		7,069			1,437			12,577			45,397			92,894
Cumulative effect of change in accounting principle				—			—			—			(194,646	)		(194,646	)		(1,456	)
Net income/(loss)			US$	(1,764	)	US$	7,069		US$	1,437		US$	(182,069	)	US$	(149,249	)	US$	91,438
Other Financial Data:
Capital Expenditures			US$	182,108		US$	94,744		US$	65,778		US$	76,978		US$	34,977		US$	28,447
									As of
									December 31, 2001			December 31, 2002						Sept. 30, 2003
Balance Sheet Data:
Cash and cash equivalents									US$	58,904		US$	64,125					US$	43,547
Working capital										65,870			67,832						39,267
Total assets										1,988,706			1,706,593						1,638,320
Long-term debt (including current maturities)										36,218			35,185						33,512

63

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion summarizes the significant factors affecting (i) Couche-Tard's results of operations and financial condition during the 24-week period ended October 12, 2003 and October 13, 2002 and for the three years ended April 29, 2001, April 28, 2002 and April 27, 2003, and (ii) Circle K's results of operation and financial condition during the nine-month period ended September 30, 2003 and September 30, 2002 and for the three-year period ended December 31, 2002. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ from those anticipated in forward-looking statements for many reasons, including the risks described in "Forward-Looking Statements", "Risk Factors" and elsewhere in this prospectus. You should read the following discussion with "Unaudited Pro Forma Consolidated Financial Statements", "Selected Historical Financial and Other Data" and the historical consolidated financial statements of Couche-Tard and Circle K included elsewhere in this prospectus.

        On December 17, 2003, Couche-Tard acquired Circle K from ConocoPhillips for a net cash purchase price of US$803.9 million, that remains subject to reduction by the amount of Circle K's long-term debt and capital lease obligations on the closing date of the Acquisition, estimated as of September 30, 2003 to be approximately US$7.9 million, and to a working capital adjustment.

        We have a network of 4,672 stores located throughout 23 states in the United States and six provinces and one territory of Canada. We expect that this broad geographic diversification will help to reduce our exposure to adverse local and/or regional economic conditions.

        As of December 18, 2003, the financial results of Couche-Tard and Circle K were presented on a consolidated basis.

Couche-Tard

Overview

The following discussion and analysis of financial condition and results of operations addresses Couche-Tard independent of and without reference to the operations of Circle K, except where the effect of the Acquisition is specifically noted.

        Couche-Tard is the largest Canadian convenience store operator, with a network of 1,803 convenience stores in Canada. Through Couche-Tard's 590 convenience stores in the United States, Couche-Tard also has a significant presence in the Midwestern United States. Alain Bouchard, the Chairman, President and Chief Executive Officer of Alimentation Couche-Tard Inc. started the chain with one store in 1980. In 1986, with a network of 34 stores, a predecessor of Couche-Tard completed its initial public offering and listed its common shares on the Montreal Exchange. In 1994, the predecessor company was privatized by its majority shareholder, Actidev Inc., a publicly-held company, which then changed its corporate name to "Alimentation Couche-Tard Inc."

        After establishing a leading position in Quebec, Couche-Tard expanded through internal growth and acquisitions in Ontario and Western Canada in 1997, followed by several acquisitions in the United States beginning in 2001. In May 1997, Couche-Tard acquired 245 Provi-Soir stores in Quebec and 50 Wink's stores in Ontario and Western Canada from Provigo Inc. In April 1999, Couche-Tard acquired 980 stores in Ontario and Western Canada operating under the Mac's, Mike's Mart and Becker's banners through the purchase of Silcorp Limited, a publicly-held company. In June 2001, Couche-Tard acquired 172 stores located primarily in Illinois, Indiana and Kentucky from Johnson Oil Company, Inc., one of the leading convenience store chains in the Midwestern United States. In August 2002, Couche-Tard acquired 285 stores located in Ohio, Kentucky, Pennsylvania, Michigan and Indiana from Dairy Mart Convenience Stores, Inc., a regional convenience retailing chain. During the period from

64

August 2002 to March 2003, Couche-Tard purchased an additional 119 Dairy Mart stores that Couche-Tard had operated under a management contract since August 2002.

        In December 2002, Couche-Tard acquired a network of 30 non-traditional convenience stores that are primarily operated by franchisees under the name Tabatout, which are smaller than the average Couche-Tard convenience store and are located in high-traffic areas such as office towers and subway stations. In September 2003, Couche-Tard acquired 43 convenience stores located in Illinois, Indiana, Iowa, Michigan and Ohio from Clark Retail Enterprises, Inc.

        Couche-Tard's fiscal year ends on the last Sunday in April of each year. All references in this Management's Discussion and Analysis to a year are to Couche-Tard's fiscal year unless otherwise stated. All amounts included herein are stated in thousands of Canadian dollars, unless otherwise stated.

Overview of Operations

        Couche-Tard conducts its convenience store business through three types of arrangements. Couche-Tard's store network as of October 12, 2003 by type of arrangement is set out below.

		Company- Operated Stores	Franchise Stores	Affiliate Stores	Total
Canada		1,430	32	341	1,803
United States		513	77	—	590
	Total	1,943	109	341	2,393

        Company-Operated Stores.    Couche-Tard has 1,943 company-operated stores in its network, 1,132 of which are employee-operated and 811 of which are dealer-operated. These stores all operate under a Couche-Tard proprietary banner. All of the company-operated stores in Quebec and the Midwestern United States are employee-operated. The sales from both types of company-operated stores are included in Couche-Tard's revenues. For employee-operated stores, Couche-Tard operates the store, owns the equipment, systems and inventory and employs salaried and part-time staff. For dealer-operated stores, Couche-Tard owns the equipment, inventory and systems and the independent dealer employs the staff, agrees to operate according to Couche-Tard's standards and is paid a commission based primarily on store revenues to manage the store. The dealer-operator is also fully responsible for losses related to inventory shrinkage.

        Franchise Stores.    Couche-Tard has 109 franchise stores in Canada and the United States. Franchise stores are operated by independent store operators who have entered into franchise agreements which typically provide for an upfront payment of franchise fees and/or royalties to Couche-Tard based primarily on sales. These stores operate under one of Couche-Tard's proprietary banners. The franchisee is responsible for managing the store, hiring and managing the staff and maintaining inventory through supply agreements with authorized suppliers. In most cases, Couche-Tard either leases or subleases the real estate to the franchisee and, in many locations, Couche-Tard owns the in-store equipment and motor fuel equipment. In general, the franchisee's sales are not included in Couche-Tard's revenues. However, in the United States, certain franchisees sell motor fuel on Couche-Tard's behalf, as agent, from their stores and in these circumstances, Couche-Tard records the full retail value of the motor fuel sales as revenues. Total fees and royalties earned from franchise stores in 2003 were $6.3 million.

        Affiliate Stores.    Couche-Tard has 341 affiliate stores in Quebec and Ontario that are owned and operated by independent store operators. The affiliate typically owns or leases the real property from third parties and owns or leases all other assets related to the business. The affiliate enters into a license agreement with Couche-Tard to use one of Couche-Tard's proprietary banners and agrees to buy

65

merchandise from certain suppliers in order to benefit from certain vendor rebates based on Couche-Tard's purchasing volume. Couche-Tard's revenues from affiliate stores includes license fees and a portion of the vendor rebates related to the purchases by affiliates. Sales made by affiliate stores are not included in Couche-Tard's revenues. Total license fees and rebates from affiliate stores were $5.5 million in 2003.

Income Statement Categories

        Merchandise and Service Revenues.    In-store merchandise sales are comprised primarily of the sale of tobacco products, grocery items, candy and snacks, beer/wine and fresh food offerings, including QSRs. Service revenues include the commission on sale of lottery tickets and issuance of money orders, fees from automatic teller machines and sales of postage stamps and bus tickets. Merchandise and service revenues also includes franchise fees, license fees from affiliates, royalties from franchisees and a portion of vendor rebates related to certain purchases by franchises and affiliates.

        Motor Fuel Revenues.    Couche-Tard includes in its revenues the total dollar amount of motor fuel revenues, including any imbedded taxes, if Couche-Tard takes ownership of the motor fuel inventory. In the United States, Couche-Tard purchases motor fuel and sells it to approximately 83 independent store operators at cost plus a mark up. Couche-Tard records the full value of these sales (cost plus the mark up) as motor fuel sales. Where Couche-Tard acts as a selling agent for a petroleum distributor only the commission earned by Couche-Tard is recorded as revenues. Gross profit from motor fuel is derived by deducting the cost of the motor fuel from the motor fuel sales, except for commission locations, where the gross profit is equal to the recorded commission from the sale.

        Gross Profit.    Gross profit consists primarily of revenues less the related cost of the inventories for in-store merchandise, the cost of inventory is determined using the retail method (retail price less normal margin), and for motor fuel, it is determined using the average cost method.

        Operating Expenses.    The primary components of operating expenses are wages and salaries, commissions to dealers, occupancy costs, corporate support costs and head office operations.

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Results of Operations

        The following table highlights certain information regarding Couche-Tard's operations for the last three fiscal years and for the 24-week periods ended October 13, 2002 and October 12, 2003.

			Year ended									24-week period ended
			Apr. 29, 2001			Apr. 28, 2002			Apr. 27, 2003			Oct. 13, 2002			Oct. 12, 2003
			(dollars in millions)
Statement of Operations Data:
Merchandise and service revenues (1):
	Canada		$	1,214.3		$	1,349.6		$	1,482.2		$	730.6		$	770.8
	United States			—			205.1			520.4			188.5			319.7
		Total merchandise and service revenues		1,214.3			1,554.7			2,002.6			919.1			1,090.5
Motor fuel revenues
	Canada		$	459.4		$	532.2		$	630.1		$	290.5		$	311.2
	United States			—			356.7			741.7			277.8			445.7
		Total motor fuel revenues		459.4			888.9			1,371.8			568.3			756.9
		Total revenues	$	1,673.7		$	2,443.6		$	3,374.4		$	1,487.4		$	1,847.4
Merchandise and service gross profit (1):
	Canada		$	395.9		$	427.5		$	462.9		$	232.9		$	244.1
	United States			—			66.9			169.5			60.1			105.2
Total merchandise and service gross profit				395.9			494.4			632.4			293.0			349.3
Motor fuel gross profit:
	Canada		$	43.9		$	54.5		$	57.5		$	27.7		$	30.2
	United States			—			36.7			60.2			22.6			33.6
		Total motor fuel gross profit		43.9			91.2			117.7			50.3			63.8
		Total gross profit	$	439.8		$	585.6		$	750.1		$	343.3		$	413.1
Other Operating Data:
Merchandise and service gross margin (1):
	Canada			32.6	%		31.7	%		31.2	%		31.9	%		31.7	%
	United States			n/a			32.6	%		32.6	%		31.9	%		32.9	%
Growth of average merchandise revenues per store (2)(3):
	Canada			2.7	%		8.3	%		9.2	%		8.6	%		3.3	%
	United States			n/a			n/a			7.9	%		4.5	%		2.9	%
Motor fuel gross margin:
	Canada (cents per liter)			4.29			4.63			4.64			4.73			4.83
	United States (U.S. cents per gallon) (4)			n/a			13.86			12.23			11.64			11.78
Volume of motor fuel sold:
	Canada (millions of liters)			1,023.8			1,177.3			1,239.2			586.2			625.0
	United States (millions of gallons)			n/a			187.9			355.5			138.7			227.9
Growth of average motor fuel volume per store (3):
	Canada			-3.2	%		4.7	%		4.7	%		6.4	%		6.2	%
	United States (4)			n/a			n/a			1.4	%		4.1	%		2.5	%

(1)

Includes other revenues derived from franchise fees, royalties and rebates on some purchases by franchisees and licensees.

(2)

Does not include services and other revenues (as described in footnote 1) and is based on the average number of stores opened during each four-week period of the fiscal year.

(3)

Percentage changes in amounts from 2000 to 2001 were affected by the fact that 2000 was comprised of 53 weeks, whereas 2001 was comprised of 52 weeks.

(4)

For company-operated stores only.

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        The following table sets forth the revenues and gross profit of Couche-Tard as a percentage of total revenues for the indicated fiscal periods.

		Year ended						24-week period ended
		April 29, 2001		April 28, 2002		April 27, 2003		October 13, 2002		October 12, 2003
Merchandise and service revenues (1)		72.6	%	63.6	%	59.3	%	61.8	%	59.0	%
Motor fuel revenues		27.4	%	36.4	%	40.7	%	38.2	%	41.0	%
	Total revenues	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Gross profit		26.3	%	24.0	%	22.2	%	23.1	%	22.4	%
Operating, selling, administrative and general expenses		20.8	%	18.9	%	17.5	%	17.2	%	16.8	%
Depreciation and amortization of fixed and other assets		1.8	%	1.4	%	1.3	%	1.3	%	1.3	%
Operating income		3.7	%	3.7	%	3.4	%	4.6	%	4.3	%

(1)

Includes other revenues derived from franchise fees, license fees and royalties.

24-Week Period Ended October 12, 2003 Compared to the 24-Week Period Ended October 13, 2002

        The first half of Couche-Tard's fiscal year is comprised of 24 weeks. During the 24-week period ended October 12, 2003, Couche-Tard acquired 43 stores in the United States. Couche-Tard also opened 17 new stores and reconfigured 104 stores with its Store 2000 Concept. In the same period, 11 stores were sold or closed.

        Revenues.    Total revenues increased by $360.0 million, or 24.2%, from $1.49 billion in the 24-week period ended October 13, 2002 to $1.85 billion for the same period in 2003. This increase was primarily due to the impact of the revenues from the 404 Dairy Mart stores that were acquired in 2003, the opening of 17 new stores and growth in average merchandise revenues and average motor fuel volume per store.

        Merchandise and service revenues increased by $171.4 million, or 18.6%, from $919.1 million in the 24-week period ended October 13, 2002 to $1.09 billion for the same period in 2003. The increase was primarily due to the addition of Dairy Mart stores and growth of average merchandise revenues per store and partially due to inflation and to the implementation of the Store 2000 Concept in 104 stores. In Canada, merchandise and service revenues were $770.8 million, an increase of $40.2 million, or 5.5%, due to an increase in the average store count and a 3.3% increase in average merchandise revenues per store. In the United States, merchandise and service revenues were $319.7 million, an increase of $131.2 million, or 69.6%, primarily due to the addition of Dairy Mart stores.

        Motor fuel revenues increased by $188.6 million, or 33.2%, from $568.3 million in the 24-week period ended October 13, 2002 to $756.9 million for the same period in 2003. The increase was primarily due to the increase in U.S. motor fuel revenues resulting from the addition of the Dairy Mart stores, the majority of which sell motor fuel, as well as growth in average motor fuel volume per store. In Canada, motor fuel revenues were $311.2 million, an increase of $20.7 million, or 7.1%, reflecting an increase in the number of stores selling motor fuel as well as a 6.2% growth in average motor fuel volume per store. In the United States, motor fuel revenues were $445.7 million, an increase of $167.9 million, or 60.4%, due to the addition of Dairy Mart stores selling motor fuel as well as a 2.5% growth in average motor fuel volume per store.

        Gross Profit.    Total gross profit increased by $69.8 million, or 20.3%, from $343.3 million in the 24-week period ended October 13, 2002 to $413.2 million for the same period in 2003. The increase was primarily due to higher revenues and a higher merchandise and service gross margin in the United States, offset by a slightly lower merchandise gross margin in Canada.

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        Merchandise and service gross profit increased by $56.3 million, or 19.2%, from $293.0 million in the 24-week period ended October 13, 2002 to $349.3 million for the same period in 2003. In Canada, merchandise and service gross profit was $244.1 million, an increase of $11.2 million, or 4.8%, due to higher merchandise and service revenues offset by a slightly lower merchandise and service gross margin. Merchandise and service gross margin in Canada was 31.7%, a decrease of 0.2% over the same period in 2002, reflecting the inability to maintain the full gross margin on the higher price of tobacco products resulting from tax increases in June 2002. In the United States, merchandise and service gross profit was $105.2 million, an increase of $45.1 million, or 75.0%, due to higher merchandise and service revenues and gross margin. Merchandise and service gross margin in the United States was 32.9%, an increase of 1.0% for the same period in 2002, reflecting the acquisition of the Dairy Mart stores which resulted in improved purchasing terms and reduced reliance on tobacco products which have a lower gross profit margin.

        Motor fuel gross profit increased by $13.5 million, or 26.9%, from $50.3 million in the 24-week period ended October 13, 2002 to $63.8 million for the same period in 2003. In Canada, motor fuel gross profit was $30.2 million, an increase of $2.5 million, or 8.9%, due to higher motor fuel volume sold and an increase in motor fuel gross margin from 4.73 cents per liter to 4.83 cents per liter. In the United States, motor fuel gross profit was $33.6 million, an increase of $11.1 million, or 49.1%, due to higher motor fuel volume sold and an increase in motor fuel gross margin from 11.64 U.S. cents per gallon to 11.78 U.S. cents per gallon as a result of the acquisition of the Dairy Mart stores.

        Operating Expenses.    Operating expenses increased by $54.1 million, or 21.2%, from $255.8 million in the 24-week period ended October 13, 2002 to $309.9 million for the same period in 2003. The increase was primarily due to the increased costs related to a larger store base. As a percentage of total revenues, operating expenses decreased from 17.2% to 16.8%, due to the combination of operating leverage and lower operating costs associated with the increase of motor fuel revenues, which represented a higher percentage of total revenues.

        Depreciation and Amortization.    Depreciation and amortization increased by $4.6 million, or 24.5%, from $18.9 million in the 24-week period ended October 13, 2002 to $23.5 million for the same period in 2003. The increase is primarily attributable to the inclusion of two full quarters of operations of the Dairy Mart stores and the investments made in fixed assets during the past four quarters.

        Financial Expenses.    Financial expenses increased by $0.2 million, or 2.5%, from $6.5 million in the 24-week period ended October 13, 2002 to $6.7 million for the same period in 2003. The increase is due to higher borrowings, offset by lower interest rates.

        Income Tax Expense.    Income tax expense increased by $1.9 million, or 8.9%, from $21.1 million in the 24-week period ended October 13, 2002 to $23.0 million for the same period in 2003. The increase is due to higher pre-tax income offset by a slightly lower effective tax rate.

Fiscal 2003 Compared to Fiscal 2002

        During 2003, Couche-Tard acquired 420 stores in the United States and 30 stores in Canada. Couche-Tard also opened 46 new stores and reconfigured 220 locations with its Store 2000 Concept. In the same period, 45 stores were closed or sold.

        Revenues.    Total revenues increased by $930.9 million, or 38.1%, from $2.44 billion in 2002 to $3.37 billion in 2003. This increase was primarily due to acquisitions made in 2003, the inclusion of a full year of results for the acquisitions made in 2002, the opening of 46 new stores and growth in average merchandise revenues and average motor fuel volume per store.

        Merchandise and service revenues increased by $447.9 million, or 28.8%, from $1.55 billion in 2002 to $2.00 billion in 2003. The increase was primarily due to acquisitions made in 2003, the inclusion of a

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full year of results for the acquisitions made in 2002 and growth of average merchandise revenues per store. In Canada, merchandise and service revenues were $1.48 billion, an increase of $132.7 million, or 9.8%, due to the addition of new stores and a 9.2% increase in average merchandise revenues per store. The increase in average merchandise and service revenues per store was attributable to the tobacco tax increases imposed by the federal and provincial governments as well as the Store 2000 Concept implementations during 2002. In the United States, merchandise and service revenues were $520.4 million, an increase of $315.2 million, or 153.6%, primarily due to the acquisition of 420 stores, the inclusion of a full year of results for the acquisitions made in 2002 and a 7.9% increase in average merchandise revenues per store.

        Motor fuel revenues increased by $483.0 million, or 54.3%, from $888.9 million in 2002 to $1.37 billion in 2003. The increase was primarily due to the revenues associated with the stores acquired in the United States as well as growth in average motor fuel volume per store. In Canada, motor fuel revenues were $630.1 million, an increase of $97.9 million, or 18.4%, reflecting an increase in the number of stores selling motor fuel as well as a 4.7% growth in average motor fuel volume per store. In the United States, motor fuel revenues were $741.7 million, an increase of $385.1 million, or 108.0%, due to the impact of the stores acquired in 2003 as well as a 1.4% growth in average motor fuel volume per store.

        Gross Profit.    Total gross profit increased by $164.5 million, or 28.1%, from $585.6 million in 2002 to $750.1 million in 2003. The increase was due to higher revenues, offset by a slightly lower merchandise gross margin in Canada.

        Merchandise and service gross profit increased by $138.0 million, or 27.9%, from $494.4 million in 2002 to $632.4 million in 2003. In Canada, merchandise and service gross profit was $462.9 million, an increase of $35.4 million, or 8.3%, due to higher merchandise and service revenues offset by a lower merchandise and service gross margin. Merchandise and service gross margin in Canada was 31.2%, a decrease of 0.5%, which was primarily attributable to the inability to maintain the full gross margin on the higher retail price of tobacco products resulting from tobacco tax increases in June 2002. In the United States, merchandise and service gross profit was $169.5 million, an increase of $102.6 million, or 153.4%, due to higher revenues due primarily to the inclusion of a full year of results for the acquisitions made in 2002. Merchandise and service gross margin in the United States remained constant at 32.6%.

        Motor fuel gross profit increased by $26.5 million, or 29.1%, from $91.2 million in 2002 to $117.7 million in 2003. In Canada, motor fuel gross profit was $57.5 million, an increase of $3.0 million, or 5.5%, due to higher motor fuel volume per store, as well as a slight increase in motor fuel gross margin from 4.63 cents per liter to 4.64 cents per liter. In the United States, motor fuel gross profit was $60.2 million, an increase of $23.5 million, or 64.0%, due to higher revenues offset by a decrease in motor fuel gross margin from 13.86 U.S. cents per gallon in 2002 to 12.23 U.S. cents per gallon in 2003. This decrease was primarily due to competitive market conditions and, in particular, the increase in the number of "big box retailers" with motor fuel locations.

        Operating Expenses.    Operating expenses increased by $131.2 million, or 28.5%, from $460.8 million in 2002 to $592.0 million in 2003. The increase was primarily due to the increased costs related to a larger store base. As a percentage of total revenues, operating expenses decreased from 18.9% to 17.5%, due to the combination of operating leverage and lower operating costs associated with the increase of motor fuel revenues, which represented a higher percentage of total revenues.

        Depreciation and Amortization.    Depreciation and amortization increased by $11.2 million, or 33.3%, from $33.7 million in 2002 to $44.9 million in 2003. The increase was primarily due to a combination of the acquisitions in the United States and investments made in equipment in connection with store renovations in the Canadian store network.

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        Financial Expenses.    Financial expenses decreased by $0.2 million, or 1.1%, from $15.1 million in 2002 to $14.9 million in 2003. The decrease is due to lower interest rates.

        Income Tax Expense.    Income tax expense increased by $5.1 million, or 18.8%, from $27.0 million in 2002 to $32.0 million in 2003. The increase is due to higher pre-tax income offset by a slightly lower effective tax rate. The combined statutory tax rate in Canada decreased in 2003 to 37.6%, compared to 39.9% in 2002.

Fiscal 2002 Compared to Fiscal 2001

        Couche-Tard did not have operations in the United States in 2001 and, accordingly, certain comparisons are not applicable.

        During 2002, Couche-Tard acquired 242 stores in the United States and 87 stores in Canada. Couche-Tard also opened 27 new locations and reconfigured 155 locations with its Store 2000 Concept. In the same period, 45 stores were sold or closed.

        Revenues.    Total revenues increased by $770.0 million, or 46.0%, from $1.67 billion in 2001 to $2.44 billion in 2002. This increase was primarily due to acquisitions made in 2002, the opening of 27 new stores and growth in average merchandise and services revenues and average motor fuel volume per store in Canada.

        Merchandise and service revenues increased by $340.5 million, or 28.0%, from $1.21 billion in 2001 to $1.55 billion in 2002. The increase was primarily due to acquisitions made in 2002 and the growth of average merchandise and services revenues per store in Canada. In Canada, merchandise and service revenues were $1.35 billion, an increase of $135.3 million, or 11.1%, due to the addition of new stores and a 8.3% increase in average merchandise and services revenues per store. The increase in average merchandise and services revenues per store was primarily the result of increases in tobacco taxes levied by the federal and provincial governments. In the United States, merchandise and service revenues were $205.2 million in 2002.

        Motor fuel revenues increased by $429.5 million, or 93.5%, from $459.4 million in 2001 to $888.9 million in 2002. The increase was primarily due to the revenues associated with the stores acquired in the United States as well as growth in average motor fuel volume per store in Canada. In Canada, motor fuel revenues were $532.2 million, an increase of $72.8 million, or 15.9%, reflecting an increase in the number of stores selling motor fuel as well as a 4.7% growth in average motor fuel volume per store. In the United States, motor fuel revenues were $356.7 million in 2002.

        Gross Profit.    Total gross profit increased by $145.9 million, or 33.2%, from $439.8 million in 2001 to $585.6 million in 2002. The increase was due to higher revenues and a higher motor fuel gross margin per liter in Canada, offset by a lower merchandise and service gross margin in Canada.

        Merchandise and service gross profit increased by $98.5 million, or 24.9%, from $395.9 million in 2001 to $494.4 million in 2002. In Canada, merchandise and service gross profit was $427.5 million, an increase of $31.6 million, or 8.0%, due to higher merchandise sales offset by a lower merchandise and service gross margin. Merchandise and service gross margin in Canada was 31.7%, a decrease of 0.9%, attributed to the inability to maintain the full gross margin on the higher retail prices of tobacco products resulting from tobacco tax increases in June 2002 and the expansion of services to include prepaid long distance telephone cards, which have a comparatively lower margin. In the United States, merchandise and service gross profit was $66.9 million in 2002. Merchandise and service gross margin in the United States was 32.6% in 2002.

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        Motor fuel gross profit increased by $47.3 million, or 107.9%, from $43.9 million in 2001 to $91.2 million in 2002. In Canada, motor fuel gross profit was $54.5 million, an increase of $10.6 million, or 24.2%, due to an increase in the number of stores selling motor fuel as well as an increase in motor fuel gross profit from 4.29 cents per liter in 2001 to 4.63 cents per liter in 2002. In the United States, motor fuel gross profit was $36.7 million in 2002. Motor fuel gross margin in the United States was 13.86 U.S. cents per gallon in 2002.

        Operating Expenses.    Operating expenses increased by $112.2 million, or 32.2%, from $348.6 million in 2001 to $460.8 million in 2002. The increase was primarily due to the increased costs related to a larger store base. As a percentage of total revenues, operating expenses decreased from 20.8% to 18.9%, due to the combination of operating leverage and lower operating costs associated with the increase of motor fuel revenues, which represented a higher percentage of total revenues. For 2002, Couche-Tard adopted recommendations issued by the Canadian Institute of Chartered Accountants Handbook, Section 3062, entitled "Goodwill and Other Intangible Assets," according to which goodwill and other intangible assets with a useful life determined to be indefinite are no longer amortized. Accordingly, the amortization of goodwill for 2001 has been removed from operating expenses for a more appropriate comparison.

        Depreciation and Amortization.    Depreciation and amortization increased by $3.8 million, or 12.7%, from $29.9 million in 2001 to $33.7 million in 2002. The increase was due to a combination of acquisitions in the United States, investments made in equipment in connection with store renovations in the Canadian store network and the adoption of new accounting recommendations regarding the amortization of goodwill. Because of the adoption in 2002 of the new accounting recommendations regarding the amortization of goodwill, Couche-Tard did not have goodwill amortization expense in 2002, whereas depreciation and amortization for 2001 included $5.3 million of goodwill amortization expense. Excluding this goodwill amortization expense in 2001, depreciation and amortization increased by $9.1 million, or 37.2%, over the comparable amount in 2001.

        Financial Expenses.    Financial expenses of $15.1 million were equivalent to the prior year. The cost of increased borrowings were offset by the benefit of a full year of the $97.0 million proceeds from stock issued in December, 2001 and lower interest rates compared with the prior year.

        Income Tax Expense.    Income tax expense increased by $4.8 million, or 21.8%, from $22.1 million in 2001 to $27.0 million in 2002. The increase is due to higher pre-tax income offset by a lower effective tax rate. The combined statutory tax rate in Canada decreased by 1.1% to 39.9% during 2002.

Critical Accounting Policies and Estimates

        Estimates.    This discussion and analysis of financial condition and results of operations is based on Couche-Tard's consolidated financial statements, which have been prepared in accordance with Canadian generally accepted accounting principles. The reported amounts of revenues and operating expenses, and of assets and liabilities and the related disclosure of contingent assets and liabilities are based on estimates and judgments made by Couche-Tard. Couche-Tard bases its estimates on assumptions that it believes to be reasonable, including, for example, ones derived from historical experience. These estimates form the basis for Couche-Tard's judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The use of different estimates could have resulted in different amounts from those reported.

        Inventory.    Couche-Tard's inventory is comprised mainly of products purchased for resale including grocery items, tobacco products, packaged and fresh food products, motor fuel and lottery tickets. Inventories are valued at the lower of cost and net realizable value. Cost is determined by the retail method for in-store merchandise and the average cost method for motor fuel inventory. Inherent in the determination of gross profit margins are certain management judgments and estimates, which could affect ending inventory valuations and results of operations.

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        Depreciation and Amortization.    Assets that are expected to be consumed in the conduct of Couche-Tard's business with a probability of having to be replaced in a future year are amortized on a basis that will reduce the asset to a nominal value over its expected useful life. The depreciation methods and associated periods or rates are based on Couche-Tard's experience in prior years. The use of different assumptions could have resulted in different amounts expensed compared to those recorded.

        Because the depreciation methods and rates used in Circle K differ from those used by Couche-Tard and in light of the number of acquisitions recently completed in the United States, we will be undertaking an analysis of the expected useful lives of our fixed assets and such process could result in modifications to existing depreciation and amortization policies in fiscal 2005.

        Goodwill.    Goodwill is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of use of acquired assets or the strategy for the overall business, and significant negative industry or economic trends. Couche-Tard's goodwill impairment analysis uses estimates and assumptions in order to determine the fair value of its reporting units. If assumptions are incorrect, the carrying value of our goodwill may be overstated. Couche-Tard's annual impairment test is performed in the first quarter of each fiscal year. See Note 3 to Couche-Tard's consolidated financial statements.

        Environmental Matters.    Couche-Tard makes estimates of its liabilities in order to accrue for the future costs of environmental remediation related to its operating and non-operating properties where releases of regulated substances have been detected. The estimates of the anticipated future costs for environmental remediation are based on historical experience and evaluations provided by environmental consultants. Couche-Tard establishes reserves on a site-by-site basis and updates its reserves annually. In cases where it is probable that corrective action will be required, if remediation costs can be reasonably estimated, Couche-Tard records such costs as a liability described as a reserve for site restoration. Based on currently available information, Couche-Tard believes that it has adequately provided for environmental exposures. However, should these matters be unfavorably resolved with respect to Couche-Tard, they could have a material adverse effect on its financial condition and results of operations.

        Some U.S. states have trust funds and reimbursement programs for environmental remediation of motor fuel releases from underground store tanks. A portion of the outlays for environmental remediation in such states may be reimbursable to Couche-Tard under these programs. When Couche-Tard records a liability arising from environmental remediation, it records an asset consisting of the related expected receivable. Most of the trust funds and reimbursement programs have eligibility requirements, caps on reimbursement or payment restrictions which make recovery uncertain in some circumstances, and those uncertainties are reflected in the amount of the receivable asset established. Historical collection experience, the financial capability of the trust fund, priority for payment and the expected year of receipt of reimbursement are also considered. Because governmental requirements and state reimbursement programs continue to be implemented and revised, Couche-Tard's estimated future remediation expenditures and related state reimbursement amounts could change, and may also be affected by changes in governmental enforcement policies and newly discovered information. Such revisions could have a material impact on its operations and financial conditions.

        See "Business—Environmental Matters" and "—Regulatory Matters" and Notes 3 and 21 to Couche-Tard's consolidated financial statements.

        Couche-Tard recognizes the cost of decommissioning underground motor fuel storage tanks at the time the tanks are removed. See "—Recently Issued Accounting Standards".

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        Couche-Tard also receives occasional claims for alleged damage to neighbouring properties or the groundwater or other natural resources on such properties from regulated substances released from its current and past properties. As well, it is possible for personal injury claims to be made alleging injuries from regulated substances released from its properties, although we have not received this type of claim to date. The consequences of the property and personal injury claims described in this paragraph, if received, could be material to Couche-Tard's financial condition.

        In the United States, Couche-Tard is required in some states to obtain insurance or otherwise establish its financial responsibility for third party claims. Couche-Tard cannot provide assurances that the insurance it obtains will be available on terms that do not adversely affect its financial condition. Despite the availability of trust funds and reimbursement programs for petroleum releases in certain states, these funds are limited in coverage and in some cases slow to pay.

        Workers' Compensation and General Liability.    Workers' compensation is covered by government-imposed insurance in Canada and by third-party insurance in our United States operations, except in Ohio where Couche-Tard is self-insured. The coverages in Canada are determined by each provincial regulatory authority and provide for premiums which can vary year to year based on industry claims experience. The cost can also increase or decrease in any one year based on claims' experience within each province as assessed by each provincial regulatory authority. With respect to the third-party insurance in the United States, independent actuarial estimates of the aggregate liabilities for claims incurred serve as a basis for Couche-Tard's share of workers' compensation losses. In addition, Couche-Tard has third-party insurance for general liability exposure with deductibles that are determined by management each year, based on an assessment of risk and cost. The self-insurance program in the state of Ohio is accounted for on a claims-paid basis. A material revision to Couche-Tard's liability could result from a significant change to its claims experience or the actuarial assumptions of its insurers.

        Operating Leases.    In the normal course of business, Couche-Tard enters into leases for land and buildings associated with its convenience stores sites. In connection with certain acquisitions, Couche-Tard has entered into sale-leaseback transactions with respect to certain store properties. Theses transactions are a source of funding for new store growth and Couche-Tard expects to continue this strategy in connection with future acquisitions. Since 2001, Couche-Tard has entered into sale-leaseback transactions with respect to 169 properties, including the wholesale distribution center in Quebec, and raised proceeds of approximately $215.3 million. Under Canadian GAAP, most of Couche-Tard's leases are accounted for as operating leases and, as such, the costs of the assets and the related financing obligations are not included in its consolidated balance sheets. See "—Liquidity and Capital Resources—Contemplated Sale-Leaseback Transactions" and Notes 23 and 28 to Couche-Tard's consolidated financial statements.

        Vendor Rebates.    Rebates from vendors relating to the purchase of product or the provision of services are recognized as income at the time the product is purchased or the services are rendered. Amounts collected pursuant to agreements with suppliers, before the revenues recognition criteria are satisfied, are deferred. These amounts are recognized in the calculation of income either at the time of sale or over the term of the supplier agreement, as specified in each agreement.

        Franchise and License Fees.    Fees received in connection with a franchise or license agreement, or renewal thereof, are recognized in revenues over the period of the agreement to which the fees relate.

        Store Closings and Asset Impairment.    Couche-Tard periodically monitors under-performing stores to determine whether the carrying amount of assets may not be recoverable. Beginning in 2004, when Couche-Tard determines that the sum of the expected future undiscounted cash flows for a particular store is less than the carrying amount of the asset, an impairment loss is recognized. Impairment is based on the estimated fair value of the asset. Fair value is based on management's estimate of the amount that could be realized from the sale of assets in a current transaction between willing parties.

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The estimate is derived from various methods, including professional appraisals, offers, actual sale or disposition of assets subsequent to year-end and other indications of asset value. In determining whether an asset is impaired, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, which, in the case of Couche-Tard, is generally on a store-by-store basis.

Circle K

Overview

        Prior to the Acquisition, Circle K was a wholly-owned subsidiary of ConocoPhillips. Circle K operates 1,663 stores in 16 states. In addition to 1,663 company-operated stores, Circle K franchises and licenses 395 (of which 23 are in the process of being terminated) locations in ten states and over 3,900 locations in seven countries outside the United States. Circle K has entered into a franchise agreement with ConocoPhillips for 244 of the 370 stores that were retained by ConocoPhillips. See "The December Transactions—Principal Documents—Circle K License Agreements".

        Because the transfer to ConocoPhillips of these 370 stores was completed on December 17, 2003, the historical financial information presented herein includes the results of all Circle K stores. Supplemental financial information disclosure has been presented for the continuing operations (1,663 sites) of Circle K that includes certain adjustments and reallocations to reflect the transfer of the stores retained by ConocoPhillips. "—Results of Operations" will address the overall results of Circle K, as well as separately discuss the continuing operations of Circle K following completion of the December Transactions. This separate discussion on the continuing operations of Circle K is for illustrative purposes only and does not purport to represent what the continuing operations of Circle K would have been if the transfer of the 370 stores to ConocoPhillips had occurred at an earlier date. For example, in the results of operations for continuing operations, administrative costs include all of Circle K's headquarters and divisional costs that could not be specifically allocated to these 370 sites. The discussion of Circle K's continuing operations is based upon currently available information and on management's estimates and assumptions. The future operating results for the continuing operations of Circle K may differ materially from the figures and discussions presented herein. See Note 21 to Circle K's combined consolidated financial statements for certain pro forma information concerning the continuing operations of Circle K.

Results of Operations

        The discussion of the comparative operating results for the periods presented below cover the historical results of Circle K as a subsidiary of Tosco Corporation through September 14, 2001. On September 14, 2001, Tosco Corporation, Circle K's parent company at that time, was acquired by Phillips Petroleum Company. Subsequent to that date, Circle K's financial results also include the 68 sites operated under the Phillips 66 brand that were under common control. The financial results for the periods January 1, 2001 to September 14, 2001 and for the period from September 15, 2001 to December 31, 2001 have been combined for a more meaningful comparison of 2001 results to the results from 2000 and 2002. On August 30, 2002, Conoco Inc. and Phillips merged. See Note 2 to Circle K's combined consolidated financial statements.

        The periods before and after the September 14, 2001 acquisition of Tosco by Phillips are not comparable because of the change in accounting basis resulting from the application of purchase accounting and the allocation of Phillips' acquisition price to Circle K's accounts. In addition, differences in the corporate overhead structure between ConocoPhillips, Phillips and Tosco affect the comparability of the periods. Also, Tosco charged Circle K interest on corporate borrowings and ConocoPhillips and Phillips did not.

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        The following table sets forth unaudited pro forma consolidated financial and operating data of Circle K after giving effect to the transfer of 370 stores to ConocoPhillips.

			Year ended December 31,			Nine months ended September 30,
			2000	2001	2002	2002	2003
			(dollars in millions)
Statement of Operations Data:
Revenues:
	Merchandise sales		US$1,710.4	US$1,799.0	US$1,880.5	US$1,421.1	US$1,478.1
	Fuel sales		1,794.7	1,625.4	1,663.5	1,215.1	1,572.3
	Other (1)		52.5	58.2	58.1	44.4	49.4
		Total revenues	US$3,557.6	US$3,482.6	US$3,602.1	US$2,680.6	US$3,099.8
Gross profit:
	Merchandise		US$489.5	US$512.4	US$543.8	US$408.0	US$410.0
	Fuel		156.4	137.5	142.3	95.0	156.8
	Other (1)		52.5	58.2	58.1	44.4	49.4
		Total gross profit	US$698.4	US$708.1	US$744.2	US$547.4	US$616.2
Other Operating Data:
Merchandise gross margin			28.6%	28.5%	28.9%	28.7%	27.7%
Volume of fuel sold (millions of gallons)			1,191.3	1,131.6	1,248.4	926.7	1,004.4
Motor fuel margin (U.S. cents per gallon)			13.1	12.1	11.4	10.2	15.6

(1)

Other revenues consist primarily of money order fees, lottery commissions, franchise royalty fees and subrental revenues from non-operating properties for which there is no corresponding cost of goods sold.

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30, 2002

Reported Operating Results

        Merchandise sales increased US$26.9 million, or 1.6%, to US$1.70 billion over the same period for 2002. Despite this sales growth, merchandise gross profit decreased US$5.6 million to US$470.1 million compared to 2002 as merchandise gross profit margins decreased to 27.7% from 28.5% due primarily to the changes in the promotional payments from cigarette manufacturers. This resulted in a one-time reduction in inventory valuation and additional cost of sales.

        Motor fuel volume increased by 54.8 million gallons, or 3.7%, to 1,526.3 million gallons as Circle K began to price more competitively relative to competition in Arizona, Florida and California. Total motor fuel gross profit increased by US$94.7 million to US$288.1 million compared to the nine months in 2002. Margins increased from 13.2 U.S. cents per gallon in 2002 to 18.9 U.S. cents per gallon in 2003 as product costs decreased faster than retail street prices.

        Operating, general and administrative expenses increased US$13.4 million to US$614.9 million, due primarily to the increased overhead allocation from ConocoPhillips.

        Depreciation expense increased US$6.7 million to US$55.3 million in 2003 due to the effect of capital expenditures that mainly occurred in the later half of 2002.

        Interest expense decreased US$1.0 million to US$6.0 million due to reduced debt levels.

        For the nine months ended September 30, 2003, Circle K recorded a cumulative charge of US$1.5 million for the removal of underground storage tanks pursuant to its initial adoption of statement of Financial Accounting Standard ("SFAS") No. 143 "Accounting for Asset Retirement Obligations" ("SFAS No. 143"). For the nine months ended September 30, 2002, Circle K recorded a cumulative charge of US$194.6 million for the impairment of goodwill pursuant to its initial adoption of SFAS No. 142 "Goodwill and other Intangible Assets" ("SFAS No. 142").

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        Income tax expense was US$59.7 million, or 39.1% of pretax income, before the cumulative effect of the change in accounting.

Continuing Operations

        Merchandise sales increased US$57.1 million, or 4.0%, to US$1.48 billion due in part to the addition of the seven new sites and increased sales in the beer, cold beverage and telecom categories. Merchandise gross profit increased US$2.0 million to US$410.0 million due to increased sales partially offset by lower gross margins. Merchandise gross profit margin decreased to 27.7% from 28.7% due primarily to the changes in promotional payments from cigarette manufacturers.

        Motor fuel volume increased 77.7 million gallons, or 8.4%, to 1.00 billion gallons, due in part to the fact that Circle K priced its fuel more competitively compared to competition in Florida, Arizona and California in 2003 versus the prior year. Fuel gross profit increased US$61.9 million to US$156.8 million due to favorable margins and increased volumes. Motor fuel margins increased to 15.6 U.S. cents per gallon in 2003 from 10.2 U.S. cents per gallon for the same period in the prior year as product costs decreased faster than retail street prices.

Comparison of Year Ended December 31, 2002 with Year Ended December 31, 2001

Reported Operating Results

        Merchandise sales for 2002 increased US$36.3 million, or 1.7%, to US$2.20 billion and included the full year operation of the Phillips sites that are included only for the period subsequent to September 14, 2001. Merchandise gross profit was US$632.4 million, an increase of US$18.5 million over 2001. Merchandise gross profit margins increased to 28.7% from 28.3% in 2001 primarily due to the improvements in the cigarette, beverage and general merchandise categories.

        Motor fuel volume for 2002 increased by 120.2 million gallons, or 6.5%, to 1.97 billion gallons due in part to the full year operation of the Phillips sites, representing an additional 106.1 million gallons. In addition, Circle K implemented a more competitive pricing protocol in Arizona, Florida and California during 2002. Despite this volume growth, motor fuel gross profit decreased by US$17.3 million to US$276.3 million in 2002 as fuel margins decreased from 15.9 U.S. cents per gallon in 2001 to 14.0 U.S. cents per gallon in 2002.

        Operating and general expenses decreased US$31.7 million to US$811.7 million in 2002, primarily due to the reduced overhead allocation from ConocoPhillips compared to the overhead allocation from Tosco.

        Depreciation expense decreased US$35.0 million to US$67.7 million in 2002 due to the absence of goodwill amortization in 2002 following the adoption of SFAS No. 142 and lower depreciation on store equipment due to the effect of the purchase price allocation of the Tosco acquisition by Phillips. See Notes 2 and 6 to Circle K's Combined Consolidated Financial Statements.

        Interest expense decreased US$20.8 million to US$9.6 million in 2002 due to reduced interest expense allocated from Phillips compared to amounts allocated by Tosco in 2001.

        Circle K recorded an impairment charge of US$86.1 million in the fourth quarter of 2002 related to long lived assets, tradename and other assets based on an assessment of recoverability of amounts recorded. Circle K also recorded a cumulative effect of a change in accounting principle of US$194.6 million in 2002 due to an assessment of the recoverability of goodwill recorded in the acquisition of Tosco pursuant to its initial adoption of SFAS No. 142.

        Income tax expense in 2002 was US$9.3 million, or 42.5% of pretax income, before the cumulative effect of the change in accounting principle. Income tax expense for 2001 was US$8.9 million, or 51.2%

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of pretax income, because of the amortization of non-deductible trade name for financial reporting purposes.

Continuing Operations

        Merchandise sales increased US$81.5 million, or 4.5%, to US$1.88 billion in 2002 due in part to inclusion of a full year of results for the Phillips sites as well as growth in the cigarette, coffee, telecom and general categories. Merchandise gross profit increased US$31.4 million to US$543.8 million due to sales growth in key categories and an increase in merchandise gross profit margin to 28.9% in 2002 from 28.5% in 2001. The year also reflected the full year operation of Circle K's Arizona distribution warehouse and inventory gains in the cigarette category.

        Motor fuel volume increased 116.8 million gallons, or 10.3%, to 1.25 billion gallons in 2002 due in part to the full year operation of the Phillips sites and the addition of new stores, partially offset by Circle K's implementation of a more competitive pricing protocol during 2002. In prior years Circle K used a pricing protocol focused on maximizing gross profit dollars at the expense of volume in an unfavorable margin environment. Fuel gross profit increased US$4.8 million, or 3.5%, to US$142.3 million due to more favorable conditions on the West Coast of the United States. Motor fuel margins decreased to 11.4 U.S. cents per gallon from 12.1 U.S. cents per gallon in 2001.

Comparison of Year Ended December 31, 2001 with Year Ended December 31, 2000

Reported Operating Results

        Merchandise sales increased US$44.4 million, or 2.1%, to US$2.17 billion in 2001 and included results from the operation of the Phillips sites subsequent to September 14, 2001. Merchandise gross profit increased US$11.9 million to US$614.0 million in 2001. Merchandise sales and margin were positively impacted by sales growth in the cigarette and beverage categories. Merchandise gross profits margins decreased to 28.3% from 28.4% due in part to the reorganization of Circle K's marketing department completed in connection with the Phillips acquisition of Tosco to improve in-store merchandise growth and performance.

        Motor fuel volume for 2001 decreased by 27.7 million gallons, or 1.5%, to 1.85 billion gallons due to Circle K's pricing protocol on the West Coast in 2001, partially offset by the addition of the Phillips sites in September 2001. During this time period, Circle K's pricing protocol focused on maximizing motor fuel gross profit dollars at the expense of volume. Total motor fuel gross profit increased by US$19.9 million to US$293.6 million compared to 2000 as margins increased from 14.6 U.S. cents per gallon in 2000 to 15.9 U.S. cents per gallon in 2001.

        Operating and general expenses increased US$16.9 million, or 2.0%, to US$843.4 million in 2001 due primarily to the increased overhead allocation from ConocoPhillips relating to the acquisition of Tosco. Store operating costs decreased in part due to lower occupancy costs on leased sites, reductions in advertising related to motor fuel and lower insurance costs.

        Depreciation expense increased US$11.6 million to US$102.7 million in 2001 due to the addition of the Phillips sites and the impact of the capital expenditures.

        Interest expense decreased US$8.6 million to US$30.4 million in 2001 based on Circle K's new structure resulting from the acquisition of Tosco in September 2001.

        Income tax expense was US$8.9 million in 2001, or 51.2% of pretax income, because of the financial amortization of trade name that was not deductible for tax purposes. The 2000 effective rate was 153% because of the non-deductible amortization of trade name.

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Continuing Operations

        Merchandise sales increased US$88.6 million, or 5.2%, to US$1.80 billion in 2001 due in part to the addition of the Phillips sites and growth in the cigarette and beverage categories. Merchandise gross profit increased US$22.9 million, or 4.7%, to US$512.4 million due to sales growth partially offset by a merchandise gross profit margin decrease to 28.5% from 28.6% in 2000. The year also reflected the startup of Circle K's Arizona distribution center in April 2001.

        Motor fuel volume decreased 59.7 million gallons, or 5.0%, to 1.13 billion gallons due in part to Circle K's pricing protocol as discussed above, partially offset by the inclusion of the results of operations from the Phillips sites and new stores. Fuel gross profit decreased US$19.0 million to US$137.5 million due to poor margin conditions on the West Coast and lower volume. Motor fuel margins decreased to 12.1 U.S. cents per gallon in 2001 from 13.1 U.S. cents per gallon in 2000.

Off-Balance Sheet Items

        As of December 17, 2003, Circle K did not have any off-balance sheet financing. Circle K had operating leases with ConocoPhillips for convenience stores and the related property and equipment. See Note 10 to Circle K's combined consolidated financial statements. ConocoPhillips, in turn, leased these sites from several special purpose entities ("SPEs") that are third-party trusts established by a trustee and funded by financial institutions. These leases provided ConocoPhillips the option to purchase, at agreed-upon prices, (a) a portion of the leased assets for resale to unaffiliated parties during the lease terms and (b) not less than all of the leased assets at the end of the leases. ConocoPhillips had the option to cancel the leases subject to the lessors receiving certain guaranteed minimum sales values for the assets. Minimum annual rentals varied with commercial paper interest rates and the reference interest rate (LIBOR). In October 2003, ConocoPhillips exercised its purchase options. Also in October 2003, ConocoPhillips transferred the purchased sites to Circle K at their net book value, which approximated fair market value.

Environmental

        In conjunction with the Acquisition, ConocoPhillips will be responsible for the remediation of certain environmental conditions existing as of the closing date as specified in an environmental liabilities agreement. See "The December Transactions—Principal Documents—Environmental Liabilities Agreement". Accordingly, Circle K will transfer its accrued environmental cost liability, including any related trust fund receivables, for these matters to ConocoPhillips on the closing date.

        Circle K is subject to extensive federal, state, and local environmental laws and regulations that include obligations to remove or mitigate the effects on the environment of petroleum releases from Circle K's underground storage tanks ("USTs"). These laws and regulations are complex, change frequently, and are subject to interpretations which may differ between regulators and Circle K. Circle K has established accruals for those sites where it is probable that a release has occurred and the amount of the loss can be reasonably estimated. Circle K adjusts its accruals based on new incidents and updated information and other factors including changes in remediation technologies, new developments and interpretations of government policy, soil and groundwater conditions.

        For sites with known contamination, Circle K has recorded an asset related to estimated future claims for reimbursements of remediation costs from various state trust fund programs. These trust funds are governed by differing state-specific rules and vary in their overall benefit to Circle K. The available trust fund programs require Circle K to pay fees or collect taxes to pay for remediation activities. The asset related to estimated trust fund reimbursements recorded by Circle K is only for those states in which trust funds are currently reimbursing applicants and in which Circle K believes future reimbursement is probable.

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        Environmental exposures are difficult to assess and estimate for numerous reasons including the complexity and differing interpretations of governmental regulations, the number of potentially responsible parties and their financial capabilities, the multiplicity of possible solutions, and the identification of new sites requiring remediation. When Circle K prepares its combined consolidated financial statements, accruals for environmental liabilities are recorded based on management's best estimate using all information that is available at the time. Loss estimates are measured and liabilities are based on currently available facts, existing technology, and presently enacted laws and regulations, taking into consideration the likely effects of inflation and other societal and economic factors. Also considered when measuring environmental liabilities are Circle K's prior experience in remediation of contaminated sites, other companies' cleanup experience and data released by the EPA. Unasserted claims are reflected in Circle K's determination of environmental liabilities and are accrued in the period that they are both probable and reasonably estimable. Based on currently available information, Circle K believes that it has adequately provided for known environmental exposures. However, there can be no guarantee that actual costs will not exceed the amounts reserved and have a material adverse effect on its long-term combined consolidated financial position and results of operations.

Critical Accounting Policies and Estimates

        Use of Estimates.    The preparation of financial statements in conformity with generally accepted accounting principles requires management estimates and assumptions that affect the reported amounts of assets and liabilities, the reported results of operations, and the disclosure of contingent assets and liabilities. Actual results could differ from the estimates and assumptions used.

        Inventories    Inventories are stated at the lower of cost or market. Merchandise inventories at the stores are valued using the first-in, first-out ("FIFO") retail method. Merchandise inventories at Circle K's distribution warehouse are valued at FIFO cost. Fuel inventories are valued on the FIFO basis.

        Depreciation and Amortization.    Depreciation and amortization are provided over the estimated useful lives of the respective classes of assets utilizing the straight-line method. Routine maintenance and repairs are expensed. Gains and losses on disposition of assets are reflected in results of operations.

        Estimated useful lives for depreciation purposes are as follows:

Buildings	15 to 40 years
Store fixtures and equipment	3 to 15 years
Leasehold improvements	5 to 15 years

        When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated, with any gain or loss reflected in income. When less than complete units of depreciable property are disposed of or retired, the difference between asset cost and salvage value is charged or credited to accumulated depreciation.

        Store Closing and Asset Impairment.    Circle K adopted the provisions of SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144") on January 1, 2002. SFAS No. 144 provides new guidance on the recognition of impairment losses on long-lived assets to be held or to be disposed of. SFAS No. 144 also broadens the definition of what constitutes a discontinued operation and how the results of a discontinued operation are to be measured and presented. Circle K's adoption of SFAS No. 144 did not have a material impact on its operating results or presentation of discontinued operations.

        Property and equipment used in operations are assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in the future cash flows expected to be generated by an asset group. If, upon review, the sum of the undiscounted pretax cash flows is less than

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the carrying value of the asset group, the carrying value is written down to estimated fair value. Individual assets are grouped for impairment purposes at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. The fair value of impaired assets is determined based on quoted market prices in active markets, if available, or upon the present values of expected future cash flows using discount rates commensurate with the risks involved in the asset group. Long-lived assets committed by management for disposal within one year are accounted for at the lower of amortized cost or fair value, less cost to sell.

        Intangible Assets and Goodwill.    Circle K adopted the non-amortization provisions of SFAS No. 142 effective September 15, 2001 in conjunction with the Tosco acquisition. As a result, Circle K's goodwill and indefinite-lived intangible assets are no longer amortized, but are reviewed at least annually for impairment. The remaining provisions of SFAS No. 142 were adopted effective January 1, 2002. The impairment test for goodwill consists of a two-step process. In the first step, the fair value of the reporting unit is compared to its carrying value, including goodwill. If the carrying value exceeds the fair value, then goodwill is impaired and step two is required to measure the amount of impairment loss. In the second step, the implied fair value of the reporting unit's goodwill is compared to the carrying value of the goodwill. If the goodwill's carrying value is greater than the implied fair value, an impairment loss is recorded for the excess. Circle K's adoption of SFAS No. 142 resulted in a US$194.6 million charge for the cumulative effect of accounting principle change.

        Environmental.    Environmental costs are expensed or capitalized as appropriate, depending upon their future economic benefit. Costs that relate to an existing condition caused by past operations, and that do not have future economic benefits, are expensed. Liabilities for these expenditures are recorded on an undiscounted basis (unless acquired in a business acquisition) when environmental assessments or cleanups are probable and the costs can be reasonably estimated. Accretion expense associated with discounted liabilities is recorded in operating expense. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable.

        Underground Storage Tanks.    Since January 1, 2003, Circle K has recognized the estimated future cost to remove an UST over the estimated useful life of each UST in accordance with SFAS No. 143. At the time an UST is installed, a discounted liability for the fair value of the UST removal costs is recorded with a corresponding increase to the carrying value of the UST. The incremental cost of the UST is depreciated over the UST's estimated useful life and accretion expense is also recognized in connection with the discounted liability over the UST's estimated useful life. Adoption of SFAS No. 143 did not have a material impact on Circle K's operating results.

        Off-Balance Sheet Financing.    Circle K has capital leases for certain of its stores and operating leases for certain stores and for other property and equipment. The store leases generally have primary terms of up to 18 years with varying renewal provisions. None of these leases meet the definition of a variable interest entity ("VIE") under the provisions of Financial Accounting Standards Board Interpretation ("FIN") No. 46 "Consolidation of Variable Interest Entities" ("FIN No. 46"). Additionally, Circle K's adoption of FIN No. 46 on January 31, 2003 did not require the consolidation of any previously unconsolidated entities or operations.

        Insurance/Self-Insurance.    Circle K uses a combination of insurance, self-insured retention, and self-insurance for a number of risks including workers' compensation (in certain states), property damage, and general liability claims. Accruals for loss incidences are made based on Circle K's claims experience and actuarial assumptions followed in the insurance industry. Actual losses could differ from accrued amounts.

        Revenue Recognition.    Merchandise and fuel revenues are recognized at the time of sale to the customer. Other revenues consist primarily of money order fees, lottery commissions, and franchise and royalty fees. Initial franchise sales are recognized when all material services and conditions relating to

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the sale have been substantially completed. Continuing franchise fees are received quarterly in advance from certain franchisees and are initially recorded as deferred revenues and recognized when earned. Royalty fees are received subsequent to the period earned and are accrued for based on management estimates. Royalty fees are calculated as a contractual percentage of merchandise gross profit, gross sales, and fuel gallons sold.

        Vendor Allowances, Rebates and Other Vendor Payments.    Circle K receives payments for vendor allowances, volume rebates, and other supply arrangements in connection with various programs. Circle K records these payments as a reduction to cost of sales or expenses to which the particular vendor payment relates. For unearned payments, Circle K records deferred income and amortizes the balance, as earned, over the term of the respective agreement.

Liquidity and Capital Resources

Pro Forma for the Acquisition

        We intend to fund our working capital and capital expenditure requirements, including the costs associated with opening new stores and the purchase price of small "fill-in" acquisitions, from a combination of cash flows from operations and our revolving credit facilities. The purchase price of the Acquisition and the repayment of $234.5 million of Couche-Tard's existing long-term debt were funded with the proceeds from the issuance of the notes, borrowings under our senior credit facility, and the proceeds from the issuance of Class B subordinate voting shares of Alimentation Couche-Tard Inc.

        As of February 1, 2004, our total debt was approximately $1.16 billion (of which $463.7 million consists of the notes, $675.7 million consists of borrowings under our senior credit facility and $13.4 million consists of other long-term debt). As a result of the December Transactions, we have significant debt service obligations, including interest, in future years. Pro forma financial expenses related to our senior credit facility, the notes and existing capital leases and the amortization of financial expenses would have been approximately $56.5 million for the year ended April 27, 2003, and we expect our interest expense to remain at this level. See "Risk Factors—Risks Relating to the Offering".

        Capital expenditures will be required for the installation of POS systems, including scanning, at the Circle K company-operated stores that do not currently have this technology, the implementation of our Store 2000 Concept at certain stores and the replacement of equipment in some of our stores. In connection with the ADA Agreement, we expect to make certain capital improvements of up to US$18.6 million dollars between June 2004 and December 2008 in order to complete the work at the Circle K stores that may be required under the draft consent decree between Circle K and the plaintiffs named in the litigation claim filed in January 2003 against Circle K. See "The December Transactions—Principal Documents—ADA Agreement".

        Our senior credit facility includes five-year revolving credit facilities in amounts of $50 million (available in Canadian or U.S. dollars) and US$75 million (available in U.S. dollars), which bear interest at the Canadian prime rate, the Canadian or U.S. base rate (as applicable) or LIBOR, plus a margin varying on the basis of our leverage ratio. The Canadian dollar revolving credit facility is also available in the form of banker's acceptances. As of February 1, 2004 the facilities were undrawn, except for letters of credit of approximately $25 million.

        Our senior credit facility contains various restrictive covenants. It (i) requires us to maintain specified financial ratios, such as a minimum fixed charge and interest coverage ratio and maximum senior secured leverage and adjusted leverage ratios; and (ii) includes limitations on additional debt, acquisitions and capital expenditures. In addition, the senior credit facility prohibits us from declaring or paying any dividends and making any payments with respect to subordinated debt, including the notes, other than scheduled payments of interest. If we fail to perform our obligations under, or fail to

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meet the conditions of, our senior credit facility or if payment creates a default under the senior credit facility, we will be prohibited from making any payment with respect to the notes (including payments of interest). See "Description of Other Indebtedness—Senior Secured Credit Facility".

        The indenture governing the notes, among other things, (i) restricts our ability and the ability of our subsidiaries to incur additional debt, issue shares of preferred stock, incur liens, pay dividends or make certain other restricted payments and enter into certain transactions with affiliates; (ii) restricts the ability of our subsidiaries to pay dividends or make certain payments to us; and (iii) restricts our ability and the ability of our subsidiaries to merge or consolidate with any other person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our assets. The indenture related to the notes and the senior credit facility also contains various covenants which limit our discretion in the operation of our businesses. For more information, see "Description of the Notes".

        Our principal source of liquidity is the cash flow generated from operations and borrowings under our revolving credit facilities. Our principal uses of cash will be to meet debt service requirements, finance our capital expenditures, make acquisitions and provide for working capital. We expect that cash available from operations together with borrowings available under our revolving credit facilities will be adequate to meet our liquidity needs in the foreseeable future.

Contemplated Sale-Leaseback Transactions

        We have entered into two commitment letters with financial institutions regarding the possible sale of the real property and certain structures relating to certain Circle K stores and the leasing of those stores back to us. We expect to receive proceeds of up to US$250 million (excluding transaction fees) from such transactions. One of the commitment letters expires on March 31, 2004 and the other expires on February 28, 2004. We currently anticipate closing these transactions in March 2004. Under the commitment letters, the leases will provide for a primary term of 15 years, and we will have the option of renewing the leases for four five-year terms. The base rental rate will be subject to escalation in subsequent years of the leases. The contemplated sale-leaseback transactions would be subject to customary terms and conditions, including the satisfactory completion of a due diligence investigation, the execution and delivery of mutually satisfactory definitive documentation relating to the transactions and confirmation that the leases under the sale-leaseback transactions will be afforded operating lease treatment. These contemplated sale-leaseback transactions have been given pro forma effect in this prospectus. See "Unaudited Pro Forma Consolidated Financial Statements."

        If we consummate these sale-leaseback transactions, we intend to use the proceeds from the transactions to repay a portion of our senior credit facility. Under the terms of our senior credit facility, we will be permitted to complete the sale-leaseback transactions described above at any time prior to four months after the closing of our senior credit facility without obtaining the consent of the lenders. No assurance can be given that we will consummate these sale-leaseback transactions or, if they are consummated, as to the terms upon which such sale-leaseback transactions will be consummated.

Contractual Obligations and Commercial Commitments

        Set out below is a summary of our material contractual cash obligations as of April 28, 2003 under our long-term debt and leases after giving effect to the Acquisition, borrowings under our senior credit facility, the issuance of the notes and the issuance of Class B subordinate voting shares of Alimentation

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Couche-Tard Inc., but not including the effect of the sale-leaseback transactions. See "Description of Other Indebtedness".

		Fiscal Year
		2004		2005-2006		2007-2008		2009 and thereafter		Total
		(in thousands)
Long-term debt		$	29,858	$	147,274	$	190,897	$	776,107	$	1,144,136
Capital lease obligations			2,193		3,328		2,559		4,890		12,970
Operating lease obligations			156,289		279,309		213,722		624,705		1,274,025
Purchase Commitments			91,738		241,272		260,730		720,624		1,314,364
	Total	$	280,078	$	671,183	$	667,908	$	2,126,326	$	3,745,495

        Long-Term Debt.    The majority of Couche-Tard's long-term debt was refinanced in connection with the December Transactions. See "Description of Other Indebtedness". Circle K's long-term debt consists of an 8.75% note payable that is collateralized by certain stores in Florida. The note requires principal and interest payments throughout its term. The final payment is due on December 1, 2019. The note payable agreement contains covenants that require the maintenance of certain financial ratios. At September 30, 2003, Circle K was in compliance with all debt covenants.

        Capital Lease Obligations.    Couche-Tard has generally not used capital leases as a means of financing; however several capital leases were assumed in connection with an acquisition. Circle K has capital leases for certain of its stores and operating leases for certain stores and other property and equipment. The store and other property and equipment leases generally have primary terms of up to 18 years with varying renewal provisions. Under certain of the store leases, Circle K is subject to additional rentals based on store sales as well as escalations in the minimum future lease amount. We do not expect to use capital leases as a means of financing in the future.

        Operating Lease Obligations.    We lease a substantial portion of our real estate using conventional operating leases. Generally our real estate leases in Canada are for primary terms of five to 10 years and in the United States are for 10 to 20 years, in both cases, with options to renew. As of October 12, 2003, we had 3,606 company-operated stores in our network, of which we owned approximately 1,149 locations and leased approximately 2,457 locations, with the balance owned or leased directly by franchisees or affiliates.

        Purchase Commitments.    We have entered into various contracts with service and product suppliers that include commitments to purchase minimum levels of products and services, including commitments related to specific products, motor fuel supply, distribution services and information technology.

        Commitments and Contingencies.    There are various legal proceedings and claims pending against us that are common to our operations for which, in some instances, no provision has been made. While it is not feasible to predict or determine the ultimate outcome of these matters, it is the opinion of management that these suits will not result in monetary damages not covered by insurance that in the aggregate would be material and adverse to our business or operations.

        We are covered by insurance policies that have significant deductibles. At this time, we believe that we are adequately covered through the combination of insurance policies and self-insurance. Future losses which exceed insurance policy limits or, under adverse interpretations, are excluded from coverage would have to be paid out of general corporate funds. In association with our workers' compensation policies, we issue letters of credit as collateral for certain policies.

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        Circle K also issues surety bonds for a variety of business purposes, including bonds for taxes, money orders, alcoholic beverage sales and food stamps. In most cases, the surety bonds are required by a municipality or state governmental agency as a condition of operating a store in that area.

Couche-Tard Historical

        Couche-Tard generated cash flows from the sale of tobacco products, grocery items, candy and snacks, foodservice offering, lottery tickets, and other items through its convenience store network and, in a number of locations, motor fuel. Couche-Tard's primary uses of cash were (i) purchase of products and services for resale, (ii) operating expenses, (iii) debt service, and (iv) capital expenditures relating to renovating older store networks with its Store 2000 Concept, opening new stores and replacement of certain equipment. Generally, Couche-Tard financed its capital expenditures, working capital requirements and smaller acquisitions through a combination of cash flows from operations, an operating line of credit and sale-leaseback transactions. Couche-Tard has financed its larger acquisitions with long-term borrowings and, directly or indirectly, with the proceeds of equity offerings and sale-leaseback transactions.

        Cash Flows from Operating Activities.    In fiscal 2003, the principal sources of Couche-Tard's working capital were cash flows from operating activities, a $60 million operating line of credit and, an additional US$3.0 million operating line of credit for Couche-Tard's U.S. operations. Cash flows provided by operating activities were $105.8 million for the first 24 weeks of fiscal 2004, compared to $73.6 million in the first 24 weeks of fiscal 2003. The changes in working capital of $34.7 million for the first half of 2004 compared to $12.0 million for same period in 2003 were primarily due to increase in accounts payable and accrued liabilities and income taxes payable, reduced by investment in inventories and accounts receivable. Cash flows provided by operating activities were $141.4 million in fiscal 2003, an increase of $63.9 million over the $77.4 million cash flows provided by operating activities in the prior year. The increase in fiscal 2003 was derived from additional profits resulting from the acquisitions made in fiscal 2003 and the inclusion of a full year of operations for the acquisitions made in fiscal 2002. Additionally, funds of $20.3 million were provided from changes in working capital items, primarily an increase in accounts payable and accrued liabilities of $76.9 million offset by increases of $64.3 million in accounts receivable and inventories. In fiscal 2002, the usage of funds of $19.7 million from working capital items was represented mainly by the increase in accounts receivable and inventories of $22.9 million, which was offset in part by an increase of $10.7 million in accounts payable and accrued liabilities.

        Cash Flows from Investing Activities.    Cash flows used in investing activities were $65.1 million in the first 24 weeks of 2004 compared to $163.8 million for the same period in 2002. In the first 24 weeks of fiscal 2004, Couche-Tard invested $41.3 million in fixed assets. During this period, cash of $22.4 million was generated from asset disposals including certain properties sold under a sale-leaseback arrangement. In the first 24 weeks of the prior year, Couche-Tard invested $120.2 million in connection with the purchase of 301 convenience stores and the purchase of $37.4 million in fixed assets. In fiscal 2003, Couche-Tard invested $156.2 million in acquisitions and $86.7 million in fixed assets, compared to $128.1 million in acquisitions and $77.2 million in fixed assets in fiscal 2002.

        Cash Flows from Financing Activities.    In the first half of fiscal 2004, Couche-Tard used net cash flows of $35.8 million to reduce long-term debt. In the same period last year, Couche-Tard generated net cash flows from financing activities of $125.4 million including long-term borrowings of $130.4 million reduced by repayment of $24.4 million. Net cash flows from financing activities of $136.4 million was generated in fiscal 2003, primarily from an additional $180.2 million in long-term borrowings, offset in part by repayment of long-term debt in the amount of $40.7 million. In fiscal 2002, Couche-Tard generated net cash flows of $124.4 million primarily from an increase of $116.4 million of long-term borrowings and $101.6 million from a public offering of capital stock of

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Alimentation Couche-Tard Inc. and $1.3 million from the issuance of Class B subordinate voting shares pursuant to the exercise of stock options. Couche-Tard also repaid $95.7 million of long-term debt. Over the past two fiscal years, Couche-Tard has invested $284.4 million in acquisitions, of which 56.3% or $160.1 million was financed from long-term debt and 37.7% or $107.3 million from the issuance of capital stock of Alimentation Couche-Tard Inc. The balance of $17.0 million was funded by cash flows from operating activities in fiscal 2003.

Circle K Historical

        Circle K generated cash from the sale of merchandise and motor fuel, money orders, lottery tickets, and franchise and royalty fees. Circle K's primary uses of cash are the purchase of merchandise and fuel for resale, operating expenses, general and administrative expenses, the repayment of intercompany borrowings and capital expenditures. Generally, Circle K has financed its working capital and capital spending requirements through cash flow from operations and, if needed, by intercompany borrowings.

        Cash Flows from Operations.    During the nine month period ended September 30, 2003, Circle K generated US$154.9 million of operating cash flow. This amount consisted of cash earnings (net income, plus depreciation and amortization, and other non-cash operating gains and losses) of US$159.1 million and other sources of US$2.0 million, partially offset by a net increase in operating assets and liabilities (primarily working capital) of US$6.2 million.

        Historically, Circle K has relied on the credit facilities of ConocoPhillips to meet short-term liquidity needs and Circle K did not have its own credit facility.

        Capital Expenditures.    During the nine months ended September 30, 2003, Circle K spent US$28.4 million on capital expenditures of which US$18.2 million was related to sites that will be part of the Circle K Acquisition. These capital additions consisted primarily of sustaining capital projects. Due to the anticipated Circle K Acquisition, ConocoPhillips has reduced Circle K's 2003 capital budget. Additionally, in September 2003, Circle K paid a deposit of US$42.2 million towards the settlement of the Kathary operating lease. The Kathary operating lease buyout was completed on October 1, 2003 at a total cash cost of US$246.0 million.

        Capital spending for the three months ended December 31, 2003 is expected to approximate US$13.2 million (US$8.5 million for sites that will be retained by Circle K) and will consist primarily of sustaining capital projects. Additionally, Circle K has budgeted approximately US$50.0 million for capital additions, excluding acquisitions, during 2004. There is no assurance that actual capital additions will approximate this amount due to unknown market conditions and Couche-Tard's capital spending plans.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

        We are exposed to market risk relating to changes in interest rates relating to our variable rate debt. As a result of the December Transactions, we have a significant amount of debt, up to $673.7 million of which bears interest at floating rates. Our total annual interest expense, assuming interest rates as they would have been in effect on October 12, 2003, would be approximately $64.3 million. A one percentage point increase in interest rates would increase our total annual interest expense by $6.7 million.

Foreign Exchange Risk

        Our investment in assets in the United States has been financed, for the most part, by U.S. dollar denominated debt. This strategy reduces the impact on our net U.S. assets relating to fluctuations in

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the value of the Canadian dollar relative to the U.S. dollar. After giving effect to the December Transactions, the foreign exchange exposure as of October 12, 2003 on a pro forma basis is set out below (in thousands):

Net U.S. assets in U.S. dollars	US$	967,208
Interest bearing debt denominated in U.S. dollars	US$	860,000
Net U.S. assets less interest bearing debt denominated in U.S. dollars	US$	107,208

Differences Between Canadian GAAP and U.S. GAAP

        Couche-Tard's consolidated financial statements have been prepared in accordance with Canadian GAAP, which differs in some respects from U.S. GAAP. The material differences, as they relate to Couche-Tard's results of operations and financial position, are summarized below.

        Sale-Leaseback Transactions.    Under Canadian GAAP, leases that Couche-Tard entered into in connection with sale-leaseback transactions qualify as operating leases. Under U.S. GAAP, certain of these leases do not qualify as operating leases and must be accounted for using the financing method as Couche-Tard continues to have an involvement in the properties subject to the sale-leaseback transactions. Under the financing method, Couche-Tard records the sale proceeds as a liability, recognizes interest expense and continues to record and amortize the related assets.

        Stock-Based Compensation.    Couche-Tard has elected under U.S. GAAP to continue to use the intrinsic value method as opposed to the fair market value method of accounting for stock-based compensation arrangements with employees. In some circumstances, the intrinsic value method requires a compensation expense amount to be recorded for the grant of stock appreciation rights. Under Canadian GAAP, no compensation expense amount is recognized for the issuance of stock appreciation rights.

        See Note 28 to Couche-Tard's consolidated financial statements.

Seasonality

        Weather conditions can have an impact on our sales as historical purchase patterns indicate that our customers increase their transactions and also purchase higher margin items when weather conditions are favorable. Consequently, our results are seasonal and typically more profitable during the summer months. Motor fuel volumes and margins are also seasonal as volumes increase during the summer driving season as well as margins. Motor fuel margins are subject to fluctuation due to supply changes and can differ from historical norms.

Recently Issued Accounting Standards

        In December 2001, the Canadian Institute of Chartered Accountants ("CICA") issued Accounting Guideline 13, "Hedging Relationships" ("AcG-13"). This Guideline addresses the types of items that qualify for hedge accounting, the formal documentation required to enable the use of hedge accounting and the requirement to evaluate hedges for effectiveness. The Guideline does not specify how hedge accounting should be applied. The CICA has deferred the effective date of this Guideline to fiscal years beginning on or after July 1, 2003.

        In June 2002, the CICA Emerging Issues Committee ("EIC") issued EIC Abstract No. 128, "Accounting for Trading, Speculative or Non-Hedging Derivative Financial Instruments", which requires that, with certain exceptions, a freestanding derivative financial instrument that gives rise to a financial asset or financial liability and is entered into for trading or speculative purposes, or that does not qualify for hedge accounting under AcG-13 should be recognized in the balance sheet and measured at

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fair value, with changes in fair value recognized in income. The Abstract must be applied to all financial statements prepared for fiscal periods beginning on or after the date of implementation of AcG-13. We are in the process of assessing the impact on us of AcG-13 and EIC Abstract 128.

        In March 2003, the CICA issued new Handbook Section 3110, "Asset Retirement Obligations" that established standards for recognition and measurement of a liability for an asset retirement obligation and the associated asset retirement cost. The section provides for an initial recognition of the fair value of a liability for an asset retirement obligation in the period in which it is incurred when a reasonable estimate of fair value can be made. The asset retirement obligation is recorded as a liability with a corresponding increase to the carrying amount of the related long-lived asset. Subsequently, the asset retirement cost is allocated to expenses using a systematic and rational allocation method and is adjusted to reflect period-to-period changes in the liability resulting from passage of time and revisions to either timing or the amount of the original estimate of the undiscounted cash flow. The section is effective for fiscal years beginning on or after January 1, 2004. Section 3110 harmonizes Canadian standards with the requirements of SFAS 143 that Couche-Tard adopted on April 28, 2003. We will adopt Section 3110 on April 26, 2004 under Canadian GAAP.

        In January 2003, the CICA issued Accounting Guideline No. 15, "Consolidation of Variable Interest Entities" ("AcG-15") which harmonizes with FASB Interpretation No. 46, "Consolidation of Variable Interest Entities", and provides guidance for applying the principles in Section 1590, "Subsidiaries", to certain special purpose entities. AcG-15 requires enterprises to identify variable interest entities in which they have an interest, determine whether they are the primary beneficiary of such entities and, if so, to consolidate them. We expect that this pronouncement will not have a material impact on our results of operations and financial condition.

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BUSINESS

Overview

        We are the second largest independent convenience store operator in North America with a network of 4,672 stores located throughout 23 U.S. states and seven provinces and territories in Canada. We sell food and beverage items, motor fuel and other products and services targeted to meet our customers' demand for convenience and quality in a clean and welcoming environment. We believe that the Acquisition adds a strong, well-recognized store banner, expands our store network and our product brand offering, and significantly increases our geographic diversification. The Acquisition further establishes our presence in the United States, particularly in the Sunbelt. We believe the Sunbelt is attractive for convenience store operations due to its favorable population growth and warm weather, which is conducive to the consumption of many of our products. Furthermore, the Acquisition significantly increases the scale of our operations, which we believe will provide us with several important benefits, including more favorable purchasing terms. For the fiscal year ended April 27, 2003, our pro forma revenues and Adjusted EBITDA were approximately $9.3 billion and $336.7 million, respectively.

        We believe that our business model has differentiated Couche-Tard from its competition through its decentralized management structure, commitment to operational expertise, focus on in-store merchandise, particularly the higher growth and higher margin foodservice category, and continued investment in store modernization and technology. We believe we will improve our overall financial performance by applying the Couche-Tard business model to our Circle K operations.

Business Strengths

        Leading Market Position.    We have a network of more than 4,600 convenience stores which makes us the second largest independent operator and the fourth largest overall operator of convenience stores in North America, including independent chains and chains operated by integrated oil companies. We believe our well-recognized banners, including Couche-Tard, Circle K, Mac's and Dairy Mart, have an established reputation for convenience and excellence in product selection and value that helps to differentiate our stores from those of our competitors. We believe that the geographic diversity of our network throughout the United States and Canada reduces our exposure to adverse local and/or regional market conditions, including fluctuations in motor fuel prices. With more than $9 billion in pro forma revenues in fiscal 2003 and over 20 years of convenience store operations, we believe our size and experience have enabled us to develop operating efficiencies that provide us with a competitive advantage, particularly with respect to merchandising and purchasing.

        Well-Located and Modernized Store Base.    We believe that we have high-quality stores in strategic locations. We believe that focusing on developing networks of stores in the geographic areas in which we operate enables us to study those markets and refine our location strategy. We selectively choose our store sites to maximize our store traffic and visibility and we effectively manage the closure of under-performing stores. We believe that the Circle K stores are well-situated on attractive real estate in their local markets. Due to current land prices and the unavailability of suitable properties in our primary markets, we believe it would be difficult for our competitors and new entrants to replicate our store base.

        We have made substantial investments in our Couche-Tard stores through our Store 2000 Concept. Couche-Tard has implemented the Store 2000 Concept in 940 of its company-operated stores, which represent approximately 48% of such stores. Circle K has also made significant investments in modernizing its store base in the last three fiscal years by investing more than US$100 million in store fixtures, maintenance, and other capital improvements. We have also invested approximately $25.4 million in information systems for Couche-Tard's store network in the last three fiscal years.

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Currently, all of Couche-Tard's company-operated stores use scanning technology, which is significantly higher than the industry average of approximately 76% of convenience stores.

        Differentiated Business Model.    We believe that our business model has positively differentiated Couche-Tard from its competitors. The principal elements of this business model are as follows:

Decentralized Management Structure.    We believe that our culture is entrepreneurial and that Couche-Tard's management structure is one of our most important business strengths. Couche-Tard manages its operations and workforce in a decentralized manner in order to expedite decision making, to address local demand for specific products and services, and to minimize corporate overhead costs. Each store is operated as a distinct business unit and store managers are responsible for meeting financial and operational targets. We support our store managers with a strong, experienced management team and capital resources, which we believe provide our managers with a significant competitive advantage compared to smaller operators. In addition, we implement a rigorous performance measurement or "benchmarking" process to ensure that best practices are deployed across our network and to allow us to provide timely and effective feedback to our managers at all levels. We intend to manage the Circle K stores on the same decentralized basis.

Commitment to Operational Expertise.    We have developed substantial operational expertise that enables us to efficiently match our product assortment with our customers' preferences. We employ this expertise throughout our product delivery chain, from the selection of store locations to the development of store designs, the supply and distribution of products, the merchandising and marketing, and ultimately to the sale of products to our customers. This delivery chain is supported by our experienced and well-trained store and management personnel who are focused on optimizing store performance and maximizing our customers' satisfaction. In addition, each stage of our operations is supported by the use of technology that enables us to perform an in-depth analysis of our inventory purchases and sales. We use this information to continue to refine our purchasing operations and to work with our suppliers to tailor our merchandising and customize our shelf space to increase sales volume. As a result, we believe we are able to secure more favorable purchasing terms from our suppliers. We intend to apply this operational expertise to the Circle K store network with the objective of enhancing its financial performance.

Focus on In-store Merchandise.    We have been able to focus on growing and developing our in-store merchandise sales, which generate higher margins than motor fuel sales because, unlike many of our competitors, we are not owned by a major oil company. In particular, Couche-Tard has focused on growing its higher margin foodservice business, including its QSRs, to further improve profit margins and differentiate its stores from those of its competitors. Accordingly, in fiscal 2003, gross profit from motor fuel sales represented only 16% of Couche-Tard's gross profit, compared to the overall U.S. industry average of 34% in 2002.

        Experienced and Incentivized Management Team with a Proven Track Record.    Our senior executive management team has worked together for more than 20 years and has developed extensive expertise in operating convenience stores. As of January 30, 2004, our senior executive management team collectively owned approximately 20% of Alimentation Couche-Tard Inc.'s stock, having a market value on January 30, 2004 of approximately $490.6 million, and controlled approximately 54% of the voting rights of all outstanding shares. Furthermore, our nine operational vice-presidents have an average of approximately 18 years of industry experience. Many of our management personnel at all levels have progressed into management positions after working with us for many years at different levels of the organization, while others have joined us in connection with acquisitions and have brought us additional expertise. Since 1997, Couche-Tard has completed four significant acquisitions, adding an additional 1,851 stores to its network. Two of these acquisitions doubled the size of Couche-Tard's then-existing store network and management's ability to integrate stores into our existing network has

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been an important factor in our success. In addition, during that seven-year period, our management transitioned Couche-Tard from a local Quebec company to a leading convenience store operator in Canada and the United States. We intend to retain a majority of Circle K's operational management team that also operates a profitable, high-quality store network.

Business Strategy

        We plan to continue growing our business and improving our financial performance by implementing our business strategy, the key elements of which include:

        Drive Internal Sales Growth and Profitability.    We use our branding strategy, innovative store concepts and foodservice offerings to enhance customer loyalty and return shopping, and to grow same-store sales by promoting the consumption of high-margin products and tailoring our product and service offerings to meet local tastes.

In-Store Branding.    We use in-store branding strategies, including proprietary and national brands, to differentiate our fresh food offerings from other convenience stores, build customer loyalty and promote return shopping. At the core of this offering is a quality assortment of freshly brewed coffee, frozen/iced beverages, fresh sandwiches and other fresh food items that are marketed under our proprietary brands. Our La Maisonnee and Handful branded fresh sandwiches and breakfast selections, and Sunshine Joe Coffee Co., Sloche, Froster, Thirst Buster and The Frozen Zone brands of beverages are examples of successful proprietary branded items that we have added to our growing selection of fresh products. In addition, we continue to build on existing partnerships with recognized coffee franchises and national brand names such as Van Houtte, Millstone and Seattle's Best.

Store 2000 Concept.    We plan to continue to use Couche-Tard's successful Store 2000 Concept to grow same-store sales and drive purchases of higher margin products and services. We believe that the implementation of our Store 2000 Concept has favorably impacted the revenues and profit margins of reconfigured stores. We intend to introduce our Store 2000 Concept to the Circle K stores over the next few years. For fiscal 2004, we intend to reconfigure 240 Couche-Tard stores to our Store 2000 Concept.

Quick Service Restaurants.    Since 1998, Couche-Tard has implemented QSRs as a key element of its Store 2000 Concept in 176 of its stores, including the addition of 67 new QSRs in fiscal 2003. These QSRs are designed to increase customer traffic and profit margins by attracting customers through recognized brands and encouraging them to spend more time in the store. Couche-Tard operates these QSRs within the Couche-Tard stores as a franchisee and is responsible for their daily operations. We intend to continue to implement this strategy in our Couche-Tard stores and selectively introduce it to our Circle K stores.

        Invest in Store Modernization and Information Systems.    We intend to continue investing in the modernization of our store base and the enhancement of our technology and information systems at all levels throughout our store network and in our distribution center. We analyze our investment opportunities based on their potential growth, profitability and rate of return on capital. We believe that our access to both internal and external sources of capital allows us to make investments that provide us with a competitive advantage in a highly-fragmented industry.

        We have made significant investments in technology because we believe that the information generated from such systems is critical to the operation of our business. By analyzing the data generated by our POS systems, we are better able to adjust our product and service mix to meet local demands, eliminate slow-moving inventory items, and optimize our purchasing activities. Over the next 24 months, we expect to complete the installation of POS systems, including scanning, in the Circle K

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company-operated stores that do not currently have such technology and to utilize the information gathered throughout the Circle K network to enhance store performance.

        Leverage Supplier Relationships.    We seek to develop and maintain strong relationships with our merchandise and motor fuel suppliers. As the largest convenience store operator in Canada and fourth largest overall convenience store operator in North America, we represent an attractive distribution channel to suppliers due to our scale, broad geographic presence and our proven ability to grow merchandise and motor fuel sales. We use the inventory information from our POS systems to work with our suppliers to provide mutually agreeable merchandising and exclusivity arrangements, which we believe allows us to secure more favorable purchasing terms. Moreover, we believe the consolidation of Couche-Tard and Circle K will lead to additional volume purchasing benefits.

        Selectively Expand our Store Network.    We plan to continue to expand our store network through new store development and selective acquisitions. In particular, we intend to focus our resources on identifying "fill-in" opportunities comprised of individual stores or small chains within our existing markets that will complement our current operations. These "fill-in" acquisitions allow us to focus our management efforts on the regions in which we operate and to realize regional economies of scale. When we make an acquisition, we apply our business model to the acquired stores and typically integrate such stores into our operational and information systems.

Industry

        In 2002, the convenience store business was a US$326 billion industry in the United States and Canada. Convenience store revenues in the United States have increased at a compounded annual growth rate of 10.8% since 1997 to US$291 billion in 2002, although the growth rate of convenience stores revenues declined to 2.7% in the United States in 2002. The overall growth in revenues since 1997 is primarily attributable to motor fuel sales and the rising retail price of cigarettes, which offset a decline in other categories of in-store merchandise sales in 2002.

        The convenience store industry is undergoing significant structural changes, including increased competition from new market entrants such as drug stores, warehouse clubs, large supermarkets and other mass retailers (commonly known as hypermarkets) which have added convenience store staple products such as bread, milk and packaged beverages to their product mix. In addition, an increasing number of hypermarkets are selling motor fuel at low prices in an attempt to establish themselves as a one-stop shopping location and to increase customer trip frequency and traffic at their stores. See "—Competition".

        The convenience store industry is fragmented, with the top 10 and 50 operators representing only 23% and 35%, respectively, of the estimated total 154,400 stores in the United States and Canada. Industry consolidation by highly leveraged operators in the 1990's, combined with competition and fluctuations in motor fuel prices, has led to numerous corporate restructurings and rationalizations in recent years. As a result, we believe the opportunity exists for well-capitalized, established industry participants to grow through mergers and acquisitions.

        The following table identifies the top ten convenience store chains in the United States and Canada based on industry data as of August 2002, except with respect to Couche-Tard and

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ConocoPhillips, which are presented on a pro forma basis as of October 12, 2003, after giving effect to the Acquisition.

Rank	Company	Independent/ Integrated(1)	Number of Stores(2)		% of Total(3)		Major Banners
1	7-Eleven Inc.	Independent	5,829		3.8	%	7-Eleven
2	Shell Oil Co.	Integrated	5,372		3.5		Shell, Texaco
3	BP plc	Integrated	4,900		3.2		BP, Amoco, Arco
4	Alimentation Couche-Tard Inc.	Independent	4,672		3.0		Couche-Tard, Circle K, Mac's, Dairy Mart
5	ConocoPhillips	Integrated	2,955	(4)	1.9		76, Phillips 66, Kicks 66
6	ExxonMobil Corp.	Integrated	2,799		1.8		Exxon, Esso, On The Run
7	Chevron Texaco Corp.	Integrated	2,749		1.8		Chevron, Texaco, Caltex
8	Speedway SuperAmerica LLC	Integrated	2,100		1.4		Speedway, SuperAmerica, Rich
9	Valero Energy Corp.	Integrated	1,942		1.3		Valero, Ultramar, Diamond Shamrock
10	Imperial Oil Co.	Integrated	1,664		1.1		Esso
	Total		34,982		22.8	%

(1)

For purposes of this prospectus, including this table, "integrated" convenience store companies are those that are owned by, or otherwise form a part of, an integrated oil company, and "independent" convenience store companies are those that are not owned by, and otherwise do not form a part of an integrated oil company.

(2)

Number of stores includes major banner convenience stores, motor fuel operations and motor fuel retailers with convenience outlets.

(3)

Calculations are based on an estimated 154,400 total stores in the United States and Canada.

(4)

This figure includes the 244 stores operated by ConocoPhillips under license agreements with us.

        In response to heightened competition in the industry, convenience stores are extending their range of traditional products and services to include calling cards, financial services, photo developing, QSRs and other products and services. In addition to being conveniently located and open for extended hours, convenience stores now cater to customers with busy schedules who expect to find a wide assortment of items in stock and to have many available payment options. Convenience stores are also catering to time-pressed consumers looking for "grab-and-go" items by offering fresh food and baked goods prepared on-site. As a result, those convenience store operators with superior merchandising, distribution expertise and capital can overcome the challenges resulting from rising operating costs and increased customer demands.

Couche-Tard

History

        Alain Bouchard, the Chairman, President and Chief Executive Officer of Alimentation Couche-Tard Inc., started the chain with one store in 1980. In 1986, with a network of 34 stores, a predecessor of Couche-Tard completed an initial public offering and listed its shares on the Montreal Exchange. In 1994, the predecessor company was privatized by its majority shareholder, Actidev Inc., a publicly-held company. Later that year, Actidev Inc. changed its corporate name to "Alimentation Couche-Tard Inc."

        After establishing a leading position in Quebec, Couche-Tard expanded through internal growth and acquisitions in Ontario and Western Canada in 1997, followed by several acquisitions in the United States beginning in 2001. In May 1997, Couche-Tard acquired 245 Provi-Soir stores in Quebec and 50 Wink's stores in Ontario and Western Canada from Provigo Inc. In April 1999, Couche-Tard acquired 980 stores in Ontario and Western Canada operating under the Mac's, Mike's Mart and Becker's banners through the acquisition of Silcorp Limited, a publicly-held company. In June 2001, Couche-Tard acquired 172 stores from Johnson Oil Company, Inc., one of the leading convenience store chains in the Midwestern United States located mainly in Illinois, Indiana and Kentucky. In August 2002, Couche-Tard acquired 285 stores located in Ohio, Kentucky, Pennsylvania, Michigan and Indiana, from

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Dairy Mart Convenience Stores, Inc., a regional convenience retailing chain. During the period from August 2002 to March 2003, Couche-Tard purchased an additional 119 Dairy Mart stores that Couche-Tard had operated under management contract since August 2002.

        Alimentation Couche-Tard Inc. is a corporation organized under the laws of the province of Quebec. Alimentation Couche-Tard Inc.'s shares trade on the Toronto Stock Exchange and, as of February 12, 2004, it had a total market capitalization of approximately $2.5 billion.

Store Network

        Couche-Tard is the largest Canadian convenience store operator with a network of 1,803 convenience stores in Canada and has a significant presence in the Midwestern United States with an additional 590 stores. Of the 2,402 Couche-Tard stores, 1,943 are company-operated and 450 are franchise or affiliate stores. In addition, Couche-Tard is the franchisor for 101 Dunkin' Donuts stores in Quebec. Motor fuel is sold at 51% of Couche-Tard's company-operated stores. Couche-Tard's Canadian stores are located in Quebec, Ontario, Alberta, British Columbia, Manitoba, Saskatchewan and the Northwest Territories, and its U.S. stores are located in Ohio, Indiana, Kentucky, Illinois, Michigan, Pennsylvania and Iowa. The Couche-Tard stores are primarily operated under the Couche-Tard and Mac's banners in Canada and the Dairy Mart and Mac's banners in the United States.

        Couche-Tard's stores, which are located in a variety of high-traffic areas, include freestanding stores and stores located in strip shopping centers. Couche-Tard's stores are designed to appeal to customers in their local markets, rather than conforming to a single standard format. The majority of the stores are open seven days a week, 24 hours a day, with peak customer traffic in the early morning and late afternoon. The size of the typical Couche-Tard store is between 2,000 and 2,500 square feet, while newly-developed stores are typically approximately 3,000 square feet, to accommodate in-store seating and, in certain cases, QSRs.

        In December 2002, Couche-Tard added a network of non-traditional stores with the acquisition of 30 Tabatout stores in Quebec for a total cost of $2.6 million. The Tabatout network of stores is operated mainly under franchise arrangements and generates franchise fees and/or royalties for Couche-Tard.

        The following table sets out the number of Couche-Tard's stores in operation by geographic location and type of store as of October 12, 2003.

Region		Provinces/States	Total Number of Stores	Total Company- Operated Stores	Total Franchise Stores	Total Affiliate Stores	Percentage of Total Stores
Eastern Canada		Quebec	739	548	25	166	30.9	%
Central Canada		Ontario	788	608	5	175	32.9
Western Canada		British Columbia, Alberta, Saskatchewan, Manitoba, Northwest Territories	276	274	2	—	11.5
U.S. Midwest		Ohio, Indiana, Kentucky, Illinois, Michigan, Pennsylvania, Iowa	590	513	77	—	24.7
	Total		2,393	1,943	109	341	100.0	%

        Couche-Tard conducts its convenience store business through three types of arrangements, as set out below. The store figures used below in the description of these arrangements are as of October 12, 2003.

        Company-Operated Stores.    Couche-Tard has 1,943 company-operated stores in its network, 1,132 of which are employee-operated and 811 of which are dealer-operated. These stores all operate under a Couche-Tard banner. All of the stores in Quebec and the Midwestern United States are employee-operated. For employee-operated stores, Couche-Tard is responsible for store operations, owns the

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equipment, systems and inventory and employs salaried and part-time staff. For dealer-operated stores, Couche-Tard owns the equipment, inventory and systems and the independent store operator employs the staff, agrees to operate according to Couche-Tard's standards and is paid a commission based primarily on store revenues to manage the store. The dealer-operator is also fully responsible for losses related to any inventory shrinkage.

        Franchise Stores.    Couche-Tard has 109 franchise stores in Canada and the United States. Franchise stores are operated by independent store operators who have entered into a franchise agreement which typically provides for an upfront franchise fee and/or royalties based primarily on sales to be paid to Couche-Tard. These stores operate under one of Couche-Tard's banners. The franchisee is responsible for managing the store, hiring and managing the staff and maintaining inventory through supply agreements with authorized suppliers. In most cases, Couche-Tard either leases or subleases the real estate to the franchisee and, in many locations, Couche-Tard owns the in-store equipment and motor fuel equipment. Total fees and royalties earned from franchise stores in 2003 were $6.3 million.

        Affiliate Stores.    Couche-Tard has 341 affiliate stores in Quebec and Ontario that are owned and operated by independent store operators. The affiliate typically owns or leases the real property from third parties and owns all other assets related to the business. The affiliate enters into a license agreement with Couche-Tard to use one of Couche-Tard's proprietary banners and agrees to buy merchandise from certain suppliers in order to benefit from certain vendor rebates based on Couche-Tard's purchasing volume. Couche-Tard's revenues from affiliate stores includes license fees and a portion of the vendor rebates related to the affiliate's purchases that are paid to Couche-Tard. Total license fees and rebates from affiliate stores were $5.5 million in 2003.

Merchandise Operations

        Couche-Tard is focused on growing its merchandise and service revenues which comprised 59% of revenues and 84% of gross profit in fiscal 2003, compared with the 2002 U.S. industry averages of 38% and 66%, respectively. Couche-Tard offers its customers more than 2,500 product SKUs that include traditional convenience store items such as packaged and frozen beverages, candy and snacks, coffee, dairy items, beer/wine and tobacco products, as well as products not traditionally offered by convenience stores such as fresh food and foodservice items. In addition, services such as automatic teller machines and lottery ticket sales are featured in many stores. Couche-Tard is continually looking for new product ideas, such as cell phones, prepaid phone cards and home office supplies, to offer to its customers to meet their convenience needs. Couche-Tard evaluates store product assortment on an ongoing basis to ensure that low turnover products are replaced by top selling items in order to maximize selling space and ensure that high demand items are available to the consumer.

        Couche-Tard employs category management as a merchandising tool and assigns internal "category managers" for its top selling products in each region. These category managers are experts on the products within their responsibilities, and they use their in-depth knowledge of the product's sales trends, regional preferences, popularity and producers in deciding which items to stock in a particular geographical region.

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        Based on merchandise purchase and sales information, Couche-Tard estimates category revenues as a percentage of total in-store merchandise sales for the last fiscal year as follows:

Category		Percentage of Total
Tobacco Products		40.9	%
Grocery		25.3
Beer/Wine/Liquor		9.6
Candy/Snacks		9.6
Food Service		9.0
Dairy Products		5.6
	Total In-Store Merchandise Sales	100.0	%

        In order to grow its merchandise sales and increase profits, Couche-Tard focuses primarily on developing its banners and brands, growing and refining its Store 2000 Concept and expanding its QSR business.

        Branding.    Couche-Tard operates its stores under a variety of banners, including Couche-Tard, Provi-Soir, Mac's, Mike's Mart, Becker's and Wink's in Canada and Bigfoot, Dairy Mart, Mac's and Handy-Andy in the United States. The core banners for Couche-Tard are currently Couche-Tard and Mac's. Over time, Couche-Tard intends to bring the Canadian company-operated stores under these two banners and its U.S. stores under the Mac's banner, and following the Acquisition, the Circle K banner.

        Couche-Tard's brand strategy employs both proprietary and national brands for brewed coffee, frozen/iced beverages, fresh sandwiches and other fresh food items. La Maisonnee and Handful branded fresh sandwiches and breakfast selections and Sunshine Joe Coffee Co. are examples of successful proprietary branded items that Couche-Tard has added to its growing selection of fresh products. Couche-Tard also continues to build on existing partnerships with recognized coffee franchises and brand names such as Van Houtte and Seattle's Best Coffee names.

        Store 2000 Concept.    In 1998, Couche-Tard launched its Store 2000 Concept. The program has been implemented in 940, or approximately 48%, of its company-operated stores. Under the Store 2000 Concept, the selection of products and services is designed to create an in-store perception of freshness to appeal to consumers and promote increased sales of higher-margin products. Each selected location is adapted to the needs of the socio-economic and cultural character of the community with the assistance of a multi-disciplinary team comprising marketing, merchandising, real estate service, interior design and operations specialists. A full-scale Store 2000 Concept implementation typically includes an expanded foodservice operation, and may include a QSR. Couche-Tard uses a scaled-down version of the concept in markets that cannot support a full-scale conversion. The cost of a full-scale Store 2000 Concept implementation is typically between $150,000 and $200,000, while a partial or scaled-down conversion may cost between $40,000 and $60,000. Management believes that there is an opportunity to increase gross margins through the expansion of this concept, particularly in certain of the Circle K stores.

        Quick Service Restaurants.    In order to differentiate its company-operated stores and to increase customer traffic and profit margins, Couche-Tard is focusing on the expansion of its foodservice program and has entered into franchise agreements with quick service restaurants including Subway, Dunkin' Donuts, M&M Meat Shops, Taco Bell, Mr. Hero, Noble Roman, A&W, Mr. Sub, Cafe Depot, Second Cup and Quiznos. These foodservice programs are a very important part of the Store 2000 Concept. Couche-Tard runs the branded foodservice operation as a franchisee and pays royalties, rather than renting out space to foodservice operators for a fixed dollar fee. While this approach prevents Couche-Tard from partnering with certain companies, it allows Couche-Tard to benefit from increased

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popularity of these products and Couche-Tard believes that this approach enables it to generate higher margin and returns, as well as to ensure quality of service. As of October 12, 2003, Couche-Tard operated approximately 181 QSRs in 176 store locations. Couche-Tard plans to open 60 QSRs in its stores during fiscal 2004.

Fuel Operations

        Couche-Tard sold more than 686.8 million gallons (2.6 billion liters) of motor fuel at more than 900 locations in Canada and the United States in fiscal 2003. Prior to Couche-Tard's entry into the U.S. market, approximately 70% of total revenues were generated from merchandise and service revenues and 30% from motor fuel sales. The mix has been altered since the acquisition of Bigfoot and Dairy Mart, as both companies had a greater reliance on motor fuel sales than Couche-Tard. In fiscal 2003, Couche-Tard's motor fuel sales in Canada represented about 30% of its Canadian revenues compared to approximately 59% of revenues for its U.S. stores.

        Generally, Couche-Tard's company-operated stores sell both branded and unbranded motor fuel by purchasing the motor fuel and reselling it at a profit. In addition, Couche-Tard earns a commission for supplying unbranded motor fuel on a consignment basis to company-operated stores in respect of which it does not own the pumps or storage tanks. Couche-Tard also acts as agent in the sale of motor fuel to some of its franchise stores and receives a commission. At select locations in the United States only, Couche-Tard sells motor fuel to independent store operators for cost plus a mark-up. Except for sales made on a commission basis for which only the commission is recorded as motor fuel revenues, Couche-Tard includes the full value of such sales in its motor fuel revenues.

        The wholesale price in Couche-Tard's supply agreements with major oil companies is typically set by the oil company supplying the motor fuel. Generally, Couche-Tard obtains the fuel at a price referred to as the "rack to retail price" and sets the retail price.

        Couche-Tard sells motor fuel either under its own brands, including Couche-Tard and Mac's in Canada and Bigfoot in the United States, or under the name of major oil companies such as Esso, Petro-Canada, Shell,Irving, Ultramar and BP Amoco, among others. Approximately 100 of Couche-Tard's Canadian sites sell motor fuel under the Couche-Tard banner.

Distribution and Suppliers

        Merchandise Distribution and Supply Arrangements.    Couche-Tard has established national and regional distribution and supply networks for its in-store merchandise in Canada and the United States. With the exception of Eastern Canada where Couche-Tard operates its own distribution center, in-store merchandise is supplied to Couche-Tard stores either through distribution specialists or directly by manufacturers. Couche-Tard has arrangements with major tobacco manufacturers and other major suppliers such as FritoLay, Nestle, Coca-Cola and Pepsi for direct distribution to its stores. Couche-Tard has also negotiated supply agreements with regional suppliers, to the extent required, to meet the needs of each market and to adapt its product mix to local consumer preferences.

        In Central Canada, Couche-Tard uses Karrys Bros., Limited as a regional warehouse supplier to distribute the majority of its in-store merchandise on an exclusive basis to its company-operated stores and on a non-exclusive basis to affiliate and franchise stores. Couche-Tard also purchases products such as carbonated beverages and potato chips, which are not covered under the arrangement with Karrys, directly from manufacturers and producers. Similarly, Couche-Tard uses Core-Mark International Inc. as its exclusive supplier for the majority of its in-store merchandise to its Western Canada stores. Recently, Couche-Tard entered into an exclusive supply agreement with Eby-Brown Company to supply the majority of its in-store merchandise for all of its company-operated stores in the U.S. Midwest. To the extent required, the remainder of the products are purchased on a non-exclusive basis from regional manufacturers.

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        In Eastern Canada, Couche-Tard recently opened a distribution center in Laval, Quebec through which most deliveries to Couche-Tard's Quebec stores are channeled, with the remainder of supplies being delivered directly to the stores by the manufacturers. The distribution center was established to allow Couche-Tard to provide integrated, high-quality services to the 739 Couche-Tard stores dispersed throughout the province. The distribution center has enabled Couche-Tard to increase the frequency of its delivery of dairy products and fresh and frozen foods from once to at least twice a week.

        Motor Fuel Supply Arrangements.    Couche-Tard purchases the motor fuel it sells under its brand name directly from oil refineries. It also purchases branded motor fuel from a number of major oil companies and sells such motor fuel under the oil company's name. Typically, the motor fuel sold in Canada under Couche-Tard's brand is supplied in accordance with motor fuel supply contracts. Generally, both of these types of contracts are entered into with major oil companies and are based on a scaling or commission per liter (or gallon) sold, both of which are directly correlated to the quantity of fuel sold.

        Couche-Tard currently has several agreements for the purchase of significant volumes of motor fuel. These agreements provide for the purchase of minimum volumes each year until expiry of the agreements and certain agreements provide for repayment of certain amounts if the volumes are not achieved or if the agreements are terminated early. One agreement provides for the purchase of a minimum volume which is expected to be achieved by 2006. The other agreements provide for specific terms that vary between two and twenty years.

Properties

        Of the 2,393 Couche-Tard stores, 1,809 are leased and 254 are owned by Couche-Tard, while the remaining 330 stores are either leased or owned by affiliates and franchisees. Most of the owned properties are located in Quebec. Couche-Tard believes that none of the leases is individually material to it. Most of the leases are net leases requiring Couche-Tard to pay taxes, insurance and maintenance costs. Although the leases expire at various times, the leases for approximately 45% of these properties have terms, including renewal options, extending beyond the end of fiscal 2008. Of the leases that expire prior to the end of fiscal 2008, management anticipates that it will be able to negotiate acceptable extensions of the leases for those locations that it intends to continue operating. A number of our properties have been and will be subject to sale-leaseback transactions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Pro Forma for the Acquisition", "—Contemplated Sale-Leaseback Transactions", "Summary—Recent Developments" and "Unaudited Pro Forma Consolidated Financial Statements".

        Couche-Tard leases its corporate headquarters in Laval, Quebec. Management believes that Couche-Tard's headquarters are adequate for its present and foreseeable needs. In addition, Couche-Tard has three regional offices located in Scarborough, Ontario, Calgary, Alberta and Columbus, Indiana, all of which are leased. The distribution center in Laval, Quebec is also leased.

Information Systems

        Couche-Tard uses the information obtained from its POS systems to manage its product mix at the store level. The periodic reports generated from the data collected using POS scanners allows the store operators to identify slow-moving inventory, track customer preferences, optimize product assortment and effectively adapt the store to the needs of community. Couche-Tard uses POS technology, including scanning, in all of its company-operated stores. Couche-Tard is also currently implementing new POS systems including the selective installation of touch screens in its Mac's stores and pay-at-the-pump systems for motor fuel distribution at certain company-owned stores in all of its regions. This technology maximizes convenience for customers while allowing Couche-Tard to collect information on consumer habits to better implement its merchandising strategy. In fiscal 2003, Couche-Tard established

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a data warehouse for all of its Canadian divisions and is developing a wide area network, or WAN, which will allow it to implement a perpetual inventory and in-store assisted ordering system. The system, which is in use primarily in Quebec, is designed to optimize the store supply process.

Employees and Training

        As of October 12, 2003, Couche-Tard had approximately 12,500 employees throughout its company-operated stores, administrative offices and distribution center. Approximately 150 employees work in the head office in Laval, Quebec. All of Couche-Tard's head office employees work on a full-time basis.

        Couche-Tard is organized in four operating units based on geography—Eastern Canada (Quebec), Central Canada (Ontario), Western Canada and the U.S. Midwest, each managed by a Vice-President of Operations. Each Vice-President is typically responsible for up to 800 stores. Each store is operated as a separate business unit and store managers within each region are required to meet specific performance objectives. Store managers report to market managers who are typically responsible for eight to ten stores. Market managers report to regional directors who typically oversee 60 to 70 stores. Finally, regional directors are accountable to the regional vice-presidents. Couche-Tard's decentralized structure allows most store-specific decisions to be made locally, rather than centrally, which expedites the decision-making process.

        When Couche-Tard hires head office director-level employees who are new to the convenience store industry, those employees generally spend six to 12 weeks learning employee positions at the store level. Couche-Tard believes that this fosters a sense of ownership in the business and promotes entrepreneurial behavior. Couche-Tard typically spends between 2% and 4% of total annual compensation in the network on the training of its employees. Couche-Tard has a central training center located in each of its four divisions. We believe that as a result of our training program, we have achieved a significant decrease in employee turnover rate. The annual store manager turnover rate for fiscal 2003 was approximately 18%, well below the 26% U.S. 2002 industry average.

Trade Names, Service Marks and Trademarks

        Couche-Tard has registered or applied for registration of a variety of trade names, service marks and trademarks for use in its business which Couche-Tard regards as having significant value and as being important factors in the marketing of the company and its convenience stores. Couche-Tard operates its corporate stores under a variety of banners, including Couche-Tard, Provi-Soir, Mac's, Mike's Mart, Becker's and Wink's in Canada and under the Bigfoot, Dairy Mart, Mac's and Handy Andy banners in the United States. The two core banners are Couche-Tard and Mac's. Couche-Tard sells its proprietary branded food items such as La Maisonnee and Handful fresh sandwiches and breakfast selections, as well as Sloche and Froster brands of iced beverages. Couche-Tard also sells motor fuel under its private labels, including Couche-Tard, Mac's, Bigfoot and Dairy Mart. Couche-Tard is not dependent upon any single trademark or trade name, however, it considers its banners and brands to be important assets. Accordingly, Couche-Tard's policy is to register or otherwise protect these intangible assets in all jurisdictions in which Couche-Tard operates. Couche-Tard has exclusive rights to use its trademarks.

Legal Proceedings

        In the ordinary course of business, Couche-Tard is a defendant in a number of legal proceedings, suits, and claims common to companies engaged in retail businesses. Couche-Tard believes that it is not currently involved in any litigation, claims or proceedings in which an adverse outcome would have a material adverse effect on Couche-Tard's operating results and financial condition.

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Circle K

Unless otherwise indicated, information concerning Circle K is given as of September 30, 2003.

History

        The Circle K Corporation is a Delaware corporation that is the sole shareholder of Circle K Stores Inc., which is the operating company for the Circle K stores. Circle K Stores Inc. is a Texas corporation that was chartered in 1951. Circle K began its operations in 1951 with the purchase of three Kay's Food Stores in Texas. In 1957, Circle K expanded its operations into Arizona, which has since served as its home base. Circle K's operations expanded domestically and internationally through the 1970s. Following an aggressive, highly-leveraged expansion program throughout the 1980s, Circle K was forced to file for bankruptcy in 1990. After emerging from bankruptcy protection in 1993, Circle K was acquired by Investcorp and completed an initial public offering on the New York Stock Exchange in 1995. In 1996, Tosco Corporation, a refiner and marketer of petroleum products, acquired Circle K. In 2001, Phillips Petroleum Company acquired Tosco. In 2002, Phillips merged with Conoco Inc., creating ConocoPhillips Company. Shortly after the merger, ConocoPhillips made a strategic decision to divest a significant portion of its retail portfolio, including Circle K.

Store Network

        Circle K is a leading convenience store chain in the Sunbelt with a network of 2,279 stores, 1,663 of which are company-operated and 616 are franchise or affiliate stores. Motor fuel is sold at 1,438, or 86%, of Circle K's company-operated stores. Circle K's stores are located in 16 states, including Arizona, Florida, California, Louisiana and Texas. All of Circle K's stores are operated under the Circle K banner, which is well-known throughout the Sunbelt.

        Circle K's stores are typically located in freestanding buildings on corner sites, which are easily accessible from busy streets and intersections. The stores' simple and consistent design makes them easily recognizable. All locations have adjacent parking facilities on one or more sides. Over 90% of the stores are open seven days a week, 24 hours a day, with peak customer traffic in the early morning and late afternoon. The size of a typical Circle K store is between 2,000 and 2,500 square feet.

        The following table sets forth the number of Circle K stores by region and by store category.

Region		State	Total Number of Stores	Total Corporate Stores	Total Franchise Stores	Percentage of Total Stores
West Coast Region		Washington, Oregon, California	528	287	241	19.4	%
Arizona Region		Nevada, Arizona, New Mexico, Western Texas	529	529	—	27.0
Southeast Region		Tennessee, Northern Mississippi, Georgia, North Carolina, South Carolina	283	283	—	12.5
Florida Region		Florida, Alabama, Arkansas, Louisiana, Southern Mississippi, Eastern Texas	584	564	20	25.6
Other (Franchises only)		Hawaii, Maryland, New Jersey, New York Oklahoma, Pennsylvania, Eastern Texas and Virginia	355	—	355	15.5
	Total		2,279	1,663	616	100.0	%

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        Ownership Categories.    Circle K has 1,663 company-operated stores in its network. In these stores, Circle K is responsible for store operations and owns the equipment and inventory.

        In addition to the 1,663 Circle K company-operated stores, independent franchisees operate an additional 372 Circle K stores in the United States representing approximately 16% of Circle K's store base. Circle K franchises are located in ten states including, among others, California, New Jersey, and Texas. Circle K's largest franchisee, SSP Partners, operates 304 franchise stores in southern Texas and Oklahoma under an exclusive area development agreement. Sixty-eight Circle K franchise stores are individually licensed and operated by franchisees who operate one to five stores each. Total merchandise sales by franchise stores were US$337.3 million in fiscal 2002. The majority of the Circle K franchise contracts have a ten year term, with a ten-year renewal term at the option of Circle K. Internationally, Circle K has license agreements for the operation and development of stores in Japan, Hong Kong, China, Indonesia, Mexico and Taiwan. The terms of these agreements vary as do the royalty rates which are generally below 1% of merchandise sales.

Merchandise Operations

        Circle K stores typically carry more than 3,000 traditional convenience store product SKUs, with a particular emphasis on packaged beverages, coffee, candy and snacks, beer and tobacco products. In-store merchandise comprised 52% of revenues and 73% of gross profit for Circle K in fiscal 2002. In addition, Circle K offers a number of products and services that are not widely available in convenience stores, such as prepaid cell phones, internet kiosks and Western Union money transfer services.

        Based on merchandise purchases and sales information, Circle K's category sales as a percentage of total in-store merchandise sales for the last fiscal year is as follows:

Product Category		Percentage of Total
Tobacco		34.6	%
Grocery		24.3
Beer/Wine/Liquor		20.8
Candy/Snacks		9.9
Food Service		8.1
Dairy Products		2.3
	Total In-Store Merchandise Sales	100.0	%

        Circle K stores operate under the Circle K banner. In-store brands include Circle K, Circle K Express, SmokeBreak, Grocery Express, Grabbers, The Frozen Zone, Circle K Strike Out Meter, Thirst Buster, Thirst Buster Nothing's Cooler, Thirst Freezer, Thirst Freezer Dangerously Cold, Freshest Coffee Going! and Circle K Short Orders. Service brands include QuickFlick and Circlek.com. Tag lines include "All you want today is at your Circle K", "All you want today" and "Circle K, A Better Way".

Fuel Operations

        Motor fuel is currently sold at approximately 1,438 or 86% of Circle K's company-operated stores. Gasoline is sold at all the Circle K's company-operated stores that have fueling stations and diesel is sold at 278 of those stores. In fiscal 2002, motor fuel sales of approximately US$1.7 billion generated gross profits of approximately US$142.3 million, nearly 20% of Circle K's total gross profit in fiscal 2002. In fiscal 2002, the annual sales volume of motor fuel exceeded 1.2 billion gallons.

        Circle K currently sells motor fuel primarily under the 76 and Phillips 66 brand names and operates 849 stores using the 76 motor fuel brand, and a further 68 using Phillips 66. The remaining 521 stores offer motor fuel under the Circle K and Smile banners. We have entered into license agreements with ConocoPhillips which will allow us, after we acquire Circle K, to use the Union 76, 76

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and Union brand name at 849 sites and the Phillips 66, 66 and Phillips brand name at 68 sites. See "The December Transactions—Principal Documents—License and Reseller Agreements".

Distribution and Suppliers

        Merchandise Distribution and Supply Arrangements.    Circle K has a distribution center in Arizona which is managed by Core-Mark International Inc. pursuant to a contract for a fee. The distribution center services 504 Circle K stores. The distribution center allows Circle K to utilize its buying power for warehouse-delivered items plus certain dairy, bakery, sandwich, ice cream and snack items through vendor consolidation with the Arizona distribution center.

        Two types of suppliers provide merchandise to Circle K stores. Direct store delivery suppliers generally supply items such as beer, soft drinks, snack items, newspapers, milk and bread directly to the stores, while warehouse suppliers provide cigarettes, fountain cups, groceries, health and beauty aids, and candy and snacks to the Circle K stores in all areas outside of Arizona. Circle K also uses Core-Mark as a warehouse supplier to distribute merchandise to the majority of its stores west of the Mississippi and to provide management services to the Circle K distribution center located in Arizona. Circle K uses McLane Company, Inc. to distribute merchandise to the majority of its stores east of the Mississippi.

        Core-Mark is a subsidiary of Fleming Companies Inc., which filed for Chapter 11 protection on April 1, 2003. To date, the bankruptcy has caused only minimal disruption in the services Core-Mark provides to Circle K. Nevertheless, Circle K management is monitoring the situation and has developed contingency plans to ensure an uninterrupted supply of merchandise to the stores. These plans are flexible and address the various scenarios that could occur in markets served by Core-Mark.

        Motor Fuel Supply Arrangements.    Currently, ConocoPhillips supplies motor fuel to Circle K at approximately 50 terminal locations. Circle K has entered into a supply agreement with ConocoPhillips pursuant to which ConocoPhillips will provide, for at least the next five years, subject to cancellation at the option of Couche-Tard, a supply of gasoline and diesel for the stores covered by such supply agreement. See "The December Transactions—Principal Documents—Products Supply and Purchase Agreement".

Property

        Of the 1,663 Circle K company-operated stores, 765 of the stores are leased, while the remaining 898 stores are currently owned. Most of the owned properties are located in Arizona. We believe that none of the leases for Circle K stores is individually material to the company. Most of the leases are net leases requiring Circle K to pay taxes, insurance and maintenance costs. Although the leases expire at various times, approximately 86.5% of such leases have terms, including renewal options, extending beyond the end of fiscal 2008. We anticipate that we will be able to negotiate acceptable extensions of the leases for those locations that expire prior to the end of fiscal 2008 that it intends to continue operating. When appropriate, Circle K has chosen to sell and then lease-back properties. Factors leading to this decision include alternative desires for use of cash, beneficial taxation, and minimization of the risks associated with owning the property (especially changes in valuation due to population shifts, urbanization, and/or proximity to high volume streets) and the economic terms of such sale-leaseback transactions.

        We lease a portion of Circle K's corporate headquarters, in Tempe, Arizona, from ConocoPhillips. Pursuant to an Office Lease between ConocoPhillips and Circle K entered into at the time of closing of the Acquisition, Tosco Operating Company, Inc. leases to Circle K approximately 193,747 square feet of office space in a building located in Tempe, Arizona. Circle K has the right to reduce the area of the leased premises at any time upon 30 days' prior notice. The lease has a term of 18 months, and may be terminated by Circle K at any time after the sixth month on 30 days' prior notice. We believe that Circle K's headquarters are adequate for its present and foreseeable needs. Circle K has regional offices in Fort Mill, South Carolina, Tampa, Florida, Corona, California and Tempe, Arizona, all of which are leased.

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        We plan to enter into a sale-leaseback transactions with respect to certain of the owned Circle K properties. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contemplated Sale-Leaseback Transactions," "Summary—Recent Developments" and "Unaudited Pro Forma Consolidated Financial Statements".

Information Systems

        Approximately 36% of Circle K's stores are equipped with POS technology, including scanning, as compared with the U.S. industry average of 76%. We intend to complete the installation of such technology at all Circle K company-operated stores over the next 24 months.

Employees

        Circle K stores employ more than 14,500 people, almost 600 of whom work in the Tempe headquarters. Each store has an average of 9 employees. Approximately 25% of Circle K's store employees work part-time, while the remaining 75% work full-time. The majority of Circle K employees based at the head office work on a full-time basis. Circle K has no unionized employees. Circle K employees undergo an ongoing, thorough and wide-ranging training regimen which includes topics such as customer service, suggestive selling, work safety, personal safety, responsible handling of hazardous materials, and technology.

Intellectual Property

        Circle K has several registered trademarks which we believe have significant value. Circle K stores operate under the Circle K banner. Store brands include Circle K, Circle K Express, Grocery Express, Grabbers, The Frozen Zone, Circle K Strike Out Meter, Thirst Buster, Thirst Buster Nothing's Cooler, Thirst Freezer, Thirst Freezer Dangerously Cold, Freshest Coffee Going!, SmokeBreak and Circle K Short Orders. Service brands include: QuickFlick and Circlek.com. Tag lines include "All you want today is at your Circle K", "All you want today" and "Circle K, A Better Way". Other than the "Circle K" store brand, Circle K is not dependent upon any single trademark or trade name. Store-trading names are important to both the corporate stores and the franchise store operations. Accordingly, Circle K's policy is to register or otherwise protect these intangible assets in all jurisdictions in which Circle K operates. Circle K has exclusive rights to use its trademarks throughout the United States, except in certain counties in Texas and Oklahoma where Circle K has granted SSP Partners, one of its franchisees, the exclusive right to use the Circle K brand.

Legal Proceedings

        In the ordinary course of business, Circle K is a defendant in a number of legal proceedings, suits, and claims, common to companies engaged in retail businesses. The majority of these cases are brought by individual plaintiffs. In the stock purchase agreement, ConocoPhillips has agreed to indemnify us against all judgments arising from litigation filed and served on Circle K as of the closing date of the December Transactions.

Competition

        Our stores compete with a number of national, regional, local and independent retailers, including hypermarkets, grocery and supermarket chains, grocery wholesalers and buying clubs, other convenience store chains, oil company motor fuel/mini-convenience stores, food stores and fast food chains as well as variety, drug and candy stores. In terms of motor fuel sales, our stores compete with other food stores, service stations and, increasingly, supermarket chains and discount retailers. Each store's ability to compete depends on its location, accessibility and customer service. The rapid growth in the numbers of convenience-type stores opened by oil companies and the entry of a large number of

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hypermarkets into the industry over the past several years has intensified competition. An increasing number of hypermarkets and other retail formats such as supermarkets and drugstores have been expanding their product mix to include core convenience items and fill-in grocery. This channel blending is eroding the convenience stores' traditional base of business, as exemplified by major drug store chains extending business hours to 24 hours a day, seven days a week and selling a product assortment similar to that of convenience stores.

Environmental Matters

        We are subject to various federal, state, provincial and local environmental laws and regulations, including, in the United States, the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986 and the Clean Air Act, in each case as amended. The enforcement of these laws by regulatory agencies such as the U.S. Environmental Protection Agency (the "EPA") and its state and provincial equivalents will continue to affect our operations by imposing increased operating and maintenance costs and capital expenditures required for compliance. In addition, certain procedures required by these laws can result in increased lead time and costs for new facilities. Violation of environmental statutes, regulations or orders could result in civil or criminal enforcement actions. We make financial expenditures in order to comply with regulations governing underground storage tanks adopted by federal, provincial, state and local regulatory agencies.

        In particular, at the U.S. federal level, the Resource Conservation and Recovery Act of 1976, as amended, requires the EPA to establish a comprehensive regulatory program for the detection, prevention and cleanup of releases from leaking underground storage tanks. Regulations enacted by the EPA in 1988 established requirements for installing underground storage tank systems, upgrading underground storage tank systems, taking corrective action in response to releases, closing underground storage tank systems, keeping appropriate records, and maintaining evidence of financial responsibility for taking corrective action and compensating third parties for bodily injury and property damage resulting from releases. These regulations permit states to develop, administer and enforce their own regulatory programs, incorporating requirements which are at least as stringent as the federal standards.

        Our Canadian operations are also subject to environmental regulation imposed by provincial, federal and municipal governments. This primarily relates to the motor fuel operations conducted at approximately 509 locations throughout Canada, including the remediation of such products which have spilled or leaked on or migrated from such locations and other locations used in our earlier operations and those of our predecessors. We believe that we are in material compliance with environmental laws in Canada, including such regulation, and do not anticipate that any increase in the future costs of maintaining compliance in Canada or of remediation of spills or leaks, including any capital expenditure required, will be material to us. We are currently dealing with a small number of claims by third parties or governmental agencies for remediation or damages caused by contamination alleged to be on or migrating from our current or historic operations. We do not anticipate any material expense from such claims. However, changes in applicable requirements and their enforcement or newly discovered conditions could cause us to incur material costs that could adversely affect our business and results of operations.

Regulatory Matters

        Many aspects of our operations are subject to regulation under federal, provincial, state and local laws. We describe below the most significant of the regulations that impact all aspects of our operations.

        Safety.    We are subject to comprehensive federal, provincial, state and local safety laws and regulations. These regulations address issues ranging from facility design, equipment specific

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requirements, training, hazardous materials, record retention, self-inspection, equipment maintenance and other worker safety issues including workplace violence. These regulatory requirements are fulfilled through a comprehensive Health, Environmental and Safety program. There are no known safety risks or liabilities that are material to our operations or financial position.

        Sale of Alcoholic Beverages and Tobacco Products.    In certain areas where our stores are located, provincial, state or local laws limit the sale of and/or the hours of operation for the sale of alcoholic beverages and the sale of alcoholic beverages and tobacco products to persons younger than a specified age. State and local regulatory agencies have the authority to approve, revoke, suspend or deny applications for and renewals of permits and licenses relating to the sale of alcoholic beverages, as well as issue fines to stores for the improper sale of alcoholic beverages or tobacco products. These agencies may also impose various restrictions and sanctions. In many states, retailers of alcoholic beverages have been held responsible for damages caused by intoxicated individuals who purchased alcoholic beverages from them. Retailers of alcoholic beverages may also be fined or have a store's permit revoked for selling alcohol to a minor. While the potential exposure for damage claims as a seller of alcoholic beverages is substantial, we have adopted procedures intended to minimize such exposure. In addition, we maintain general liability insurance which may mitigate the effect of any liability.

        Store Operations.    Our stores are subject to regulation by federal agencies and to licensing and regulations by provincial, state and local health, sanitation, safety, fire and other departments relating to the development and operation of convenience stores, including regulations relating to zoning and building requirements and the preparation and sale of food. Difficulties in obtaining or failures to obtain the required licenses or approvals could delay or prevent the development of a new store in a particular area.

        Our operations are also subject to federal, provincial and state laws governing such matters as wage rates, overtime, working conditions and citizenship requirements. At the federal level, there are proposals under consideration from time to time to increase minimum wage rates and to introduce a system of mandated health insurance which could affect our results of operations.

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MANAGEMENT

Executive Officers and Directors

        The following table sets forth information with respect to our executive officers and members of the board of directors of Alimentation Couche-Tard Inc. following the closing of the Acquisition:

Name	Age	Position
Alain Bouchard	55	Chairman of the Board, President, Chief Executive Officer and a Board Member
Richard Fortin	55	Executive Vice-President, Chief Financial Officer and a Board Member
Réal Plourde	53	Executive Vice-President, Chief Operating Officer and a Board Member
Jacques D'Amours	46	Vice-President, Administration and a Board Member
Brian P. Hannasch	37	Vice-President, Integration
Stéphane Gonthier	37	Vice-President, Operations, Eastern Canada
David R. Rodgers	52	Vice-President, Operations, Central Canada
Kim J. Trowbridge	48	Vice-President, Operations, Western Canada
Michel Bernard	45	Vice-President, Operations, U.S. Midwest
Joy A. Powell	44	Vice-President, Operations, U.S. West Coast Region
Geoffrey C. Haxel	42	Vice-President, Operations, U.S. Arizona Region
Robert G. Campau	51	Vice-President, Operations, U.S. Southeast Region
Charles M. Parker	47	Vice-President, Operations, U.S. Florida Region
Robert R. Brunet	60	Board Member
Jean A. Élie	60	Board Member
Josée Goulet	41	Board Member
Roger Longpré	53	Board Member
Jean Turmel	58	Board Member
Jean-Pierre Sauriol	49	Board Member
Roger Desrosiers	65	Board Member

        Officers are elected annually by the board of directors and hold office at the pleasure of the board of directors until the next annual selection of officers or until their successors are elected and qualified. We do not have any employment agreements with any of our senior executives.

        Alain Bouchard has been a board member since 1986. He is the founder of the companies that became Alimentation Couche-Tard Inc., which began with just one store in 1980. He is our Chairman of the Board, President and Chief Executive Officer and has more than 35 years of experience in the industry. Mr. Bouchard began his career at Perrette Dairy Ltd. in 1968 as interim store manager. He later became supervisor and district director until 1973. As district director, he supervised the opening of 80 stores and developed the Perrette network. From 1973 to 1976, while employed by Provigo Inc. (Provi-Soir division), Mr. Bouchard organized and supervised the opening of 70 Provi-Soir convenience stores. From 1976 to 1980, Mr. Bouchard operated a Provi-Soir franchise and, in 1980, he opened the first Couche-Tard convenience store. Mr. Bouchard is also a director of Quebecor Inc., a communications holding company, and RONA Inc., a hardware retailer.

        Richard Fortin has been a board member since 1986. He is our Executive Vice-President and Chief Financial Officer. Before joining Couche-Tard in 1984, he had more than 13 years of experience at a number of major financial institutions, and was Vice-President of Quebec for a Canadian bank wholly-owned by Societe Generale (France). Mr. Fortin holds a bachelor's degree in Management with a major in Finance from Laval University in Quebec City.

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        Réal Plourde has been a board member since 1986. He is our Executive Vice-President and Chief Operating Officer. Mr. Plourde joined us in 1984 and has held various positions, ranging from Manager of Technical Services to Vice-President of Development, Sales and Operations. In 1988 and 1989, Mr. Plourde also acted as President of Pro Optic Inc., then a wholly-owned subsidiary of Couche-Tard and Quebec's first optical lens manufacturer. Mr. Plourde began his career in various engineering projects in Canada and Africa. Mr. Plourde holds an Engineering Degree (Applied Sciences) from Laval University in Quebec City and an MBA from the Ecole des Hautes Etudes Commerciales in Montreal. Mr. Plourde is a member of the Quebec Engineers Association.

        Jacques D'Amours has been a board member since 1986. He is our Vice-President, Administration and, since joining us in 1980, has worked in a variety of roles, including Manager of Technical Services, Vice-President of Sales and Vice-President of Administration and Operations.

        Brian P. Hannasch has been our Vice-President, Integration since 2003. In 2001, he was appointed Vice-President, Operations, U.S. Midwest where he was responsible for all aspects of our U.S. operations. From 2000 to 2001, Mr. Hannasch was Vice-President of Operations for Bigfoot Food Stores LLC, a 225 unit convenience store chain in the U.S. Midwest acquired by Couche-Tard. From 1989 to 2000, Mr. Hannasch was employed by BP Amoco in various positions of increasing responsibility. His last position with BP Amoco was Vice-President of Marketing for the Midwest Business Unit. If the Acquisition is completed, we expect that Mr. Hannasch will be responsible for the integration of Circle K and Couche-Tard. Mr. Hannasch holds a B.A. in Finance from Iowa State University and an MBA in Marketing and Finance from the University of Chicago.

        Stéphane Gonthier has been our Vice-President, Operations, Eastern Canada since 1999. In 1998, he joined us as Vice-President of Legal Affairs, Petroleum Operations and Secretary. Before joining Couche-Tard, he practised law. From 1997 to 1999, Mr. Gonthier was a director of the Quebec Petroleum Products Independent Retailers Association. Mr. Gonthier holds an LL.B from the University of Montreal and an MBA from the University of Sherbrooke and is a member of the Quebec Bar Association.

        David R. Rodgers has been our Vice-President, Operations, Central Canada since 1999. From 1994 to 1999, Mr. Rodgers was Vice-President, Operations, Ontario market for Mac's Convenience Stores Inc. and as such, he was primarily responsible for operation management of Mac's business in Ontario. Mr. Rodgers was also a member of the strategic planning team of Mac's Convenience Stores Inc. Mr. Rodgers has more than 19 years of experience in the convenience store industry.

        Kim J. Trowbridge has been our Vice-President, Operations, Western Canada since 1999. Prior to 1999, Mr. Trowbridge was Vice-President, Operations, Western division for Mac's Convenience Stores Inc. Mr. Trowbridge is Chairman of the Alberta Food Processors Association and the President and a director of the Western Convenience Store Association. Mr. Trowbridge has more than 20 years of experience in the convenience store industry.

        Michel Bernard has been our Vice-President, Operations, U.S. Midwest since 2003. Mr. Bernard has served in a variety of operations and marketing-related positions during his 24-year supermarket and convenience store career. Mr. Bernard joined Couche-Tard in 1987 and subsequently departed in 1994 to pursue other opportunities including as Director of Convenience Retailing for Petro-Canada. Mr. Bernard returned to Couche-Tard in 1999 as Senior Director of Marketing and Merchandising. Mr. Bernard holds a bachelor's degree in Management, with a major in Marketing, from the Universite du Quebec a Montreal.

        Joy A. Powell has been our Vice-President, Operations, U.S. West Coast Region since the closing of the Acquisition. Mrs. Powell served in a variety of operations and marketing-related positions during her 19-year convenience store career. In 1992, she joined Circle K as a division operations manager.

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Prior to the Acquisition, Mrs. Powell served as Circle K's West Coast Region Manager with overall operations responsibility for approximately 450 sites in a six-state territory. Prior to joining Circle K, Mrs. Powell had an eight-year tenure with the Southland Corporation (7-Eleven). Mrs. Powell studied business administration with a concentration in marketing at California State University, Hayward.

        Geoffrey C. Haxel has been our Vice-President, Operations, U.S. Arizona Region since the closing of the Acquisition. Mr. Haxel served in a variety of operations and marketing positions since joining Circle K in 1988. Mr. Haxel began his career as a district manager trainee and also held the positions of sales manager, category manager and division manager. Prior to the Acquisition, Mr. Haxel served as Circle K's Arizona Region Manager with responsibility for more than 600 sites in a four-state territory. Mr. Haxel has completed coursework toward a bachelor's degree in chemical engineering from the University of Oklahoma.

        Robert G. Campau has been our Vice-President, Operations, U.S. Southeast Region since the closing of the Acquisition. Mr. Campau began his nearly 30-year convenience industry career with the Southland Corporation (7-Eleven) in 1974. Since joining Circle K in 1979, Mr. Campau held a variety of positions including zone manager, division manager, director of operations, franchise support services, director of organizational development, director of operations and representative of the Office of the President. Prior to the Acquisition, he served as Manager of Retail Support for ConocoPhillips. Mr. Campau earned his bachelor's degree in business administration from the University of Wisconsin at Madison.

        Charles M. Parker has been our Vice-President, Operations, U.S. Florida Region since the closing of the Acquisition. Mr. Parker held a variety of operations and marketing positions during his 21-year convenience store career. After joining Circle K in 1987, Mr. Parker worked in a variety of positions including division merchandise manager, region marketing manager, division president, region vice-president and director of retail development in various markets. In 2001, following the acquisition of Tosco Corporation by Phillips Petroleum Company, Mr. Parker became Manager of Company Operations for Circle K, responsible for the operating performance of more than 2,000 company-operated convenience stores. Prior to joining Circle K, Mr. Parker had a seven-year tenure with Southland Corporation (7-Eleven). Mr. Parker holds a bachelor's degree in management from the University of New Mexico.

        Robert R. Brunet has been a board member since 1991. Mr. Brunet is President of Socoro Inc., a management consulting firm. From 1988 to 1998, Mr. Brunet was Vice-President and General Manager of RNG Group Inc., a Canadian energy equipment distribution company. From 1963 to 1988, Mr. Brunet was employed by Gulf Canada Inc. and by Ultramar Canada Inc. where his last function was as Vice-President, Retail Operations.

        Jean A. Élie has been a board member since 1999. From 1998 to 2002, Mr. Élie was managing director of a Canadian bank wholly-owned by Societe Generale (France). From 1987 to 1997, Mr. Élie was a director and member of the Executive Committee and Chairman of the Finance and Audit Committee of Hydro-Quebec, for which he also acted as Interim Chairman in 1996. From 1981 to 1995, he was a Vice-President and officer (director of governance and corporate services) of Burns Fry Limited (today BMO Nesbitt Burns Inc.), a Canadian investment banking and brokerage firm. Mr. Élie was also a director and member of the Executive Committee of the Investment Dealers Association of Canada. Mr. Élie holds a B.C.L. (law) from McGill University and an MBA from the University of Western Ontario and is a member of the Quebec Bar Association.

        Josée Goulet has been a board member since 2000. Mrs. Goulet is Chief of Marketing Services with Bell Canada, a telephone company. Mrs. Goulet joined the Bell group of companies in 1985 and held various management positions prior to being appointed to various senior management positions since

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1994. Mrs. Goulet graduated from the Ecole Polytechnique of Montreal where she obtained a bachelor's degree in electrical engineering and holds an MBA from McGill University in Montreal.

        Roger Longpré has been a board member since 2001. Mr. Longpré is President and founder of Mergerac Inc., a consulting firm in the areas of mergers and acquisitions and corporate finance. In 1986, Mr. Longpré joined Raymond Chabot Grant Thornton where, as a partner, he began consulting in the areas of corporate finance and mergers and acquisitions and subsequently became responsible for all of the firm's financial consulting services. From 1980 to 1986, Mr. Longpré was Vice-President of Credit Suisse First Boston Canada, Montreal Branch. Prior to 1980, Mr. Longpré was employed in the banking industry. Mr. Longpré holds a baccalaureate in commerce from the Universite du Quebec a Montreal and an MBA from Concordia University in Montreal.

        Jean Turmel has been a board member since 2002. Mr. Turmel is President, Financial Markets, Treasury and Investment Bank of a Canadian chartered bank. Mr. Turmel is a director of a Canadian chartered bank and of Maple Financial and a director and chairman of National Bank Financial Inc. Mr. Turmel is also Chairman of the Board of Natcan Investment Management Inc. Prior to 1981, Mr. Turmel held various positions at McMillan Bloedel Inc., Dominion Securities Inc. and Merrill Lynch Royal Securities. Mr. Turmel holds a baccalaureate in commerce and an MBA both from Laval University in Quebec City.

        Jean-Pierre Sauriol was elected to the board of directors on September 24, 2003. Mr. Sauriol is President and Chief Executive Officer of Dessau-Soprin Inc., one of Canada's largest engineering-construction companies. Mr. Sauriol was Chairman of the Association of Consulting Engineers of Canada in 1993 and of the Association of Consulting Engineers of Quebec in 1988 and 2000. Mr. Sauriol is a Fellow of the Canadian Academy of Engineering. Mr. Sauriol graduated from the Ecole Polytechnique of Montreal in 1979 and completed Harvard Business School's Owner President Management Program in 1993.

        Roger Desrosiers was elected to the board of directors on September 24, 2003. Mr. Desrosiers has been a chartered accountant since 1963. In 1973, Mr. Desrosiers founded an accounting firm that subsequently merged with Arthur Andersen in 1994. From 1994 to 2000, Mr. Desrosiers was the Managing Partner, Eastern Canada of Arthur Andersen. From 1968 to 1973, Mr. Desrosiers was assistant-treasurer, director of accounting and budget for Quebec-Telephone (now TELUS Inc.). Prior to 1968, Mr. Desrosiers practised accounting with Coopers & Lybrand. Mr. Desrosiers is a Fellow of the Quebec Order of Chartered Accountants. Mr. Desrosiers sits on the Board of Directors of various insurance companies and is a member of the Consulting Board of Telus Quebec Inc. and Telus Solutions d'Affaires. Mr. Desrosiers holds a Masters Degree in Commercial Sciences and a License in Accounting Sciences both from Laval University in Quebec City.

Committees of the Board of Directors

        We are managed by our board of directors. The board of directors of Alimentation Couche-Tard Inc. has three standing committees: an executive committee, an audit committee and a human resources and corporate governance committee. Each committee has been given a specific mandate by the board of directors, each of which is incorporated into a corporate governance policy.

Executive Committee

        The executive committee has the authority to exercise, from time to time, all the powers of our board of directors, except the powers that may not be delegated to a committee pursuant to our governing laws and subject to any restrictions imposed by the board of directors, within the limits of the mandates and responsibilities of other committees of the board of directors in accordance with current corporate governance guidelines. The executive committee must also advise the board of

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directors of all decisions of a strategic nature. The members of the executive committee are Alain Bouchard, Richard Fortin, Réal Plourde and Jacques D'Amours.

Audit Committee

        The audit committee assists the board of directors in its task of supervising our accounting and financial procedures and financial reporting in order to enhance its integrity and ensure compliance with all legal requirements. The audit committee also ensures that we respect our financial commitments and comply with legal and regulatory requirements governing financial reporting and the management of financial risk. The audit committee consists entirely of outside independent directors with an understanding of accounting procedures. The members of the audit committee are Robert Brunet, Roger Desrosiers and Roger Longpré.

Human Resources and Corporate Governance Committee

        The human resources and corporate governance committee assists the board of directors in fulfilling its human resources responsibilities, including the task of proposing new nominees to the board of directors and to senior management. The committee also assists the board of directors in its responsibilities regarding corporate governance and ethics. The human resources committee consists entirely of outside independent directors. The members of the human resources and corporate governance committee are Jean Élie, Jean-Pierre Sauriol and Roger Longpré.

Director Compensation

        Non-employee directors are paid an annual fee of $15,000 plus $1,200 for each board or committee meeting attended. Committee chairpersons are paid an additional $3,000 and committee members are paid an additional $1,000 as annual fees. Travel and lodging expenses are reimbursed. Robert Brunet receives an additional $15,000 per year for serving as lead director on the board of directors.

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Compensation of Executive Officers

        The following tables set forth information concerning the annual and long-term compensation for services rendered in all capacities to Alimentation Couche-Tard Inc. for each of the last three fiscal years ended April 27, 2003, April 28, 2002 and April 29, 2001 for the President and Chief Executive Officer of Alimentation Couche-Tard Inc. and its four other most highly compensated executive officers as at April 27, 2003:

Summary Compensation Table

			Annual Compensation				Long-term Compensation
Name and Principal Position			Salary ($)	Bonus ($)	Other Compensation ($)		Securities Underlying Options (#)
Alain Bouchard
	President and Chief Executive Officer
		2003	547,722	335,480	(a	)	—
		2002	476,280	322,084	(a	)	900,000
		2001	453,600	241,292	(a	)	500,000
Richard Fortin
	Executive Vice-President and Chief Financial Officer
		2003	288,230	176,541	(a	)	—
		2002	250,635	169,962	(a	)	410,000
		2001	238,700	128,170	(a	)	200,000
Réal Plourde
	Executive Vice-President and Chief Operating Officer
		2003	288,230	257,166	(a	)	—
		2002	250,635	167,612	(a	)	410,000
		2001	238,700	129,363	(a	)	200,000
Brian Hannasch
	Vice-President, Integration
		2003	US$173,846	US$114,755	(a	)	50,000
		2002	US$126,922	US$61,051	(a	)	200,000
		2001	—	—	(a	)	—
David Rodgers
	Vice-President, Operations, Central Canada
		2003	193,000	85,372	(a	)	10,000
		2002	188,300	74,088	(a	)	20,000
		2001	182,800	76,776	(a	)	100,000

(a)

The amount of other compensation does not exceed, for the named executive officers, the lesser of $50,000 per person or 10% of cash remuneration paid to the applicable named executive officer in the applicable year.

Option Grants in Last Fiscal Year

	Individual Grants
	Number of Securities Underlying Options Granted	% of Total Options Granted to Employees in 2003		Exercise Price ($/sh)		Market Value of Subordinate Voting Shares Underlying Options on Date of Grant ($)(a)	Expiration Date
Alain Bouchard	—	—			—	—	—
Richard Fortin	—	—			—	—	—
Réal Plourde	—	—			—	—	—
Brian Hannasch	50,000	18.87	%	$	15.425	784,000	July 3, 2012
David Rodgers	10,000	3.77	%	$	15.425	156,800	July 3, 2012

(a)

Based on the closing price of the Class B subordinate voting shares on the Toronto Stock Exchange on the date of grant.

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Aggregate Options Exercised in Last Fiscal Year and Fiscal Year-End Option Values

        The following table sets forth the information about stock options exercised during fiscal year 2003 by the named executive officers of Alimentation Couche-Tard Inc. and the fiscal year-end values of unexercised options held by the named executive officers as at April 27, 2003. All of these options were granted under the stock option plan.

			Number of Securities Underlying Unexercised Options at April 27, 2003		Value of Unexercised Options at April 27, 2003(a)
	Shares Acquired on Exercise (#)	Aggregate Value Realized ($)
Name
			Exercisable	Unexercisable	Exercisable		Unexercisable
Alain Bouchard	—	—	1,140,000	860,000	$	6,467,700	$	2,971,800
Richard Fortin	—	—	604,000	406,000	$	3,629,040	$	1,512,060
Réal Plourde	—	—	604,000	406,000	$	3,629,040	$	1,512,060
Brian Hannasch	—	—	90,000	160,000	$	402,000	$	603,000
David Rodgers	—	—	170,000	100,000	$	1,301,430	$	718,320

(a)

Based on a closing price of $13.09 of the Class B subordinate voting shares on the Toronto Stock Exchange on April 25, 2003, the last business day prior to April 27, 2003.

(b)

Since April 27, 2003, Alimentation Couche-Tard Inc. has granted an additional 200,000 options to Alain Bouchard, 100,000 options to Richard Fortin and 100,000 options to Réal Plourde on October 15, 2003 at an exercise price of $20.20, and 15,000 options to Brian Hannasch and 10,000 options to David Rodgers on June 20, 2003 at an exercise price of $13.99.

Stock Option Plan

        In 1999, Alimentation Couche-Tard Inc. established a stock option plan for the benefit of certain of our executives, including named executive officers, and key employees and those of our subsidiaries. The stock option plan provides for the purchase of a maximum of 8,446,000 Class B subordinate voting shares of Alimentation Couche-Tard Inc. which were specifically reserved for this purpose. The aggregate number of Class B subordinate voting shares reserved for issuance at any time to any one optionee cannot exceed 5% of the aggregate number of multiple voting shares and subordinate voting shares outstanding on a non-diluted basis at such time, less the total of all shares reserved for issuance to such optionee pursuant to any other share compensation arrangement. Options may be granted for a term of up to ten years and the terms during which such options may be exercised are determined by the board of directors at the time of each grant of options. The conditions of vesting and exercise of the options are established by the board of directors when such options are granted and the option price, as established by the board of directors, cannot be less than the weighted average closing price for a board lot of the subordinate voting shares for the five days preceding the date of grant.

Liability Insurance

        Alimentation Couche-Tard Inc. has purchased liability insurance for its directors and officers and for Couche-Tard in respect of any loss for which it may be required or permitted by law to indemnify our directors or officers. This policy also covers certain of our subsidiaries and their directors and officers. The policy is for a term from June 1, 2003 to June 1, 2004 and provides insurance coverage of $25 million for a premium of $325,000. The first $500,000 of any claim made in Canada and the first $1,000,000 of any claim made in the United States is deductible and payable by us.

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PRINCIPAL STOCKHOLDERS

        The following table sets forth certain information with regard to the beneficial ownership of the Class A multiple voting shares and Class B subordinate voting shares of Alimentation Couche-Tard Inc. as of February 1, 2004 and upon the exercise of stock options that were exercisable on February 1, 2004 or within 60 days thereafter by (i) each of the board members, (ii) each of the executive officers, (iii) all of the board members and executive officers of Alimentation Couche-Tard Inc. as a group, and (iv) any person who beneficially owns or exercises control or direction over shares carrying more than 10% of the votes attached to each class of Alimentation Couche-Tard Inc.'s voting shares outstanding. Unless otherwise indicated, all shares shown in the table below are held with sole voting and investment power by the person or entity indicated.

		Class A Multiple Voting Shares			Class B Subordinate Voting Shares
Name		Number of Shares	Percent of Class		Number of Shares	Percent of Class		Percent of Total Values
Board Members and Executive Officers:
	Alain Bouchard (1)	16,270,160	57.0	%	1,421,984	1.9	%	45.7	%
	Richard Fortin (1)	966,140	3.4	%	759,600	1.0	%	2.9	%
	Réal Plourde (1)	350,256	1.2	%	982,800	1.3	%	1.2	%
	Jacques D'Amours (1)(2)	1,421,760	5.0	%	452,100	*		4.1	%
	Brian Hannasch	—	—		153,000	*		*
	Stéphane Gonthier	—	—		187,500	*		*
	David Rodgers	—	—		238,000	*		*
	Kim Trowbridge	—	—		241,000	*		*
	Michel Bernard	—	—		14,000	*		*
	Joy Powell	—	—		6,000	*		*
	Geoffrey Haxel	—	—		6,000	*		*
	Robert Campau	—	—		6,000	*		*
	Charles Parker	—	—		6,000	*		*
	Robert Brunet	—	—		112,000	*		*
	Jean Élie	—	—		24,700	*		*
	Josée Goulet	—	—		24,000	*		*
	Roger Longpré	—	—		16,000	*		*
	Jean Turmel	—	—		10,000	*		*
	Jean-Pierre Sauriol	—	—		—	—		—
	Roger Desrosiers	—	—		—	—		—
All current board members and executive officers as a group (20 persons)		19,008,316	66.6	%	4,660,684	6.3	%	54.2	%
Persons holding more than 10% of the votes:
	Developpements Orano Inc. (1)	14,973,132	52.4	%	—	—		41.7	%
	Metro Inc.	7,509,340	26.3	%	2,861,834	3.9	%	21.7	%
	FMR Corp.	1,880,720	6.6	%	10,136,877	13.7	%	8.1	%
	Franklin Templeton Investments Corp.	—	—		8,010,455	10.9	%	2.2	%

*

Less than 1%

(1)

Developpements Orano Inc. holds 14,973,132 Class A multiple voting shares. Mr. Bouchard is the controlling shareholder of Orano. The voting shares of Orano are held in the following respective percentages: Mr. Bouchard: 57.82%, Mr. Fortin: 13.63%, Mr. Plourde: 1.64% and Mr. D'Amours: 26.91%.

(2)

Includes 74,500 Class B subordinate voting shares held in Mr. D'Amours' daughters' names. Mr. D'Amours disclaims beneficial ownership of such shares.

        An affiliate of Metro Inc. ("Metro"), predecessors to Developpements Orano Inc. (the "holding company"), and each of Messrs. Alain Bouchard, Richard Fortin and Jacques D'Amours were parties to a shareholders' agreement with respect to their shareholdings in a predecessor of Alimentation Couche-Tard Inc. The rights and obligations of the parties under that shareholders' agreement were principally as follows:

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(i)

Metro and the holding company had a reciprocal right of first refusal on the sale and transfer of the shares of the predecessor company held by them, subject to certain exceptions for transfers to permitted assignees (including to any of Messrs. Alain Bouchard, Richard Fortin and Jacques D'Amours);

(ii)

Metro had a pre-emptive right to participate in new issues of shares to maintain its then existing equity ownership percentage of the predecessor company;

(iii)

Metro had the right to nominate one person for election to the board of directors of the predecessor company;

(iv)

Metro had also agreed not to purchase additional shares of capital stock of the predecessor company, otherwise than in accordance with the terms of the shareholders' agreement; and

(v)

in the event of a change of control of the holding company, Metro had the right to purchase the shares of the predecessor company held by the holding company or to cause the holding company to purchase the shares of the predecessor company held by Metro, at a price based on the then market price for such shares.

        This agreement provided that it terminated either (i) if Metro no longer held at least 10% or (ii) the holding company no longer held at least 20%, of the issued and outstanding capital stock of the predecessor company. Alimentation Couche-Tard Inc. and Orano are currently reviewing the applicability of that agreement to the current situation. In 2000, Metro Inc. and Alimentation Couche-Tard Inc. entered into an agreement providing, amongst other things, that so long as Metro Inc. holds shares representing at least 10% of the issued and outstanding capital stock of Alimentation Couche- Tard Inc., it will have the right to nominate one person for election to the board of directors of Alimentation Couche-Tard Inc.

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DESCRIPTION OF CAPITAL STOCK

        Alimentation Couche-Tard Inc. has two classes of voting stock, Class A multiple voting shares and Class B subordinate voting shares. Except with respect to voting rights and conversion rights, the Class A multiple voting shares and the Class B subordinate voting shares carry the same rights, privileges, restrictions and conditions. Each Class A multiple voting share is entitled to ten votes on matters for which shareholders may cast votes, except for the following matters which provide for only one vote per share: the amalgamation of Alimentation Couche-Tard Inc. with any other corporation other than one or more of its subsidiaries; the sale, lease, transfer or other disposition (other than in the ordinary course of business) of all or substantially all of Alimentation Couche-Tard Inc.'s assets to any corporation other than one or more of its subsidiaries; or the voluntary liquidation, dissolution or winding-up of Alimentation Couche-Tard Inc. The Class A multiple voting shares are convertible at any time into Class B subordinate voting shares on a share-for-share basis at the holder's option. The articles prohibit the issuance of any additional Class A multiple voting shares, except in the case of a conversion as described hereunder. Each Class B subordinate voting share is entitled to one vote on matters for which shareholders may cast votes. Class B subordinate voting shares are convertible automatically into Class A multiple voting shares on a share-for-share basis upon the earliest to occur of: (i) the day upon which all of the Majority Holders (defined in Alimentation Couche-Tard Inc.'s articles as being Messrs. Alain Bouchard, Richard Fortin, Réal Plourde and Jacques D'Amours) will have reached the age of 65, or (ii) the day when the Majority Holders hold, directly or indirectly, collectively less than 50% of the voting rights attaching to all our outstanding voting shares. In addition, in the event that an offer as defined in Alimentation Couche-Tard Inc.'s articles is made to holders of Class A multiple voting shares, each Class B subordinate voting share shall become convertible at the holder's option into one Class A multiple voting share, for the sole purpose of allowing the holder to accept the Offer.

        Alimentation Couche-Tard Inc. has two classes of preferred stock, both issuable in series, the First and the Second Preferred shares, which have no voting rights, but which rank prior to other classes of stock with respect to dividends and payment of capital upon dissolution. The order of priority for the payment of dividends is as follows: First Preferred shares, then Second Preferred shares and Class B subordinate voting shares and then Class A multiple voting shares, ranking pari passu.

        As of February 1, 2004, Alimentation Couche-Tard Inc. had 28,548,424 Class A multiple voting shares and 69,807,078 Class B subordinate voting shares issued and outstanding. In addition, there are 6,677,400 options to acquire Class B subordinate voting shares under Alimentation Couche-Tard Inc.'s stock option plan. There are no First Preferred Shares or Second Preferred Shares outstanding.

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Secured Credit Facility

        In connection with the Acquisition, we refinanced the majority of Couche-Tard's long-term debt. Our senior credit facility is secured by a first priority security interest on substantially all our tangible and intangible assets and, is voluntarily prepayable at any time without penalty.

        A syndicate of lenders led by three Canadian chartered banks has provided us with a senior credit facility. The senior credit facility is comprised of:

•

five-year revolving credit facilities of up to an aggregate of approximately $150.0 million;



•

a five-year Canadian Term Loan A facility of US$265.0 million; and



•

a seven-year U.S. Term Loan B facility of US$245.0 million.

        Revolving Credit Facilities.    We have five-year revolving credit facilities in the amount of $50 million available in Canadian dollars or U.S. dollars to the Canadian borrowers and in the amount of US$75 million available in U.S. dollars to the U.S. borrowers, which bear interest at the Canadian prime rate, or the Canadian or U.S. base rate (as applicable) or LIBOR, plus a certain margin varying on the basis of our leverage ratio. The revolving facilities are also available in the form of bankers' acceptances (for Canadian dollar advances) and in the form of letters of credit (not to exceed $10 million (or the U.S. dollar equivalent) in respect of the Canadian facility and US$30 million in respect of the U.S. facility). As of February 1, 2004, the facilities are undrawn, except for letters of credit of approximately $25 million.

        Canadian Term Loan A Facility.    We have a five-year Term Loan A facility denominated in U.S. dollars in the amount of US$265 million that amortizes over the term of the facility in quarterly installments varying from 2.5% to 7.5% of the principal amount. The facility bears interest at the Canadian base rate or LIBOR, plus a certain margin varying on the basis of our leverage ratio. This facility is fully drawn.

        U.S. Term Loan B Facility.    In addition, we have a seven-year Term Loan B facility denominated in U.S. dollars in an amount of US$245 million that amortizes over the term of the facility in quarterly installments equal to 1% per annum in the first six years and 94% in the seventh year. This loan bears interest at the U.S. base rate or LIBOR, plus a fixed margin. This facility is fully drawn.

Prepayments

        Our senior credit facility may be prepaid without premium or penalty at any time. In addition, we may be required to prepay loans outstanding under the senior credit facility, subject to certain limitations, by using:

•

100% of the net proceeds from the sale or issuance of certain debt or equity securities;



•

100% of the net cash proceeds from certain asset sales (excluding sales of inventory in the ordinary course of business and certain specified dispositions), and insurance or condemnation proceeds, subject to certain reinvestment provisions; and



•

50% of our excess cash flow (as defined in the credit agreement) in each fiscal year, except when our adjusted leverage ratio is below a certain level.

Increase in Commitments

        Under the senior credit facility, we may request an increase of the lenders' commitments under either the revolving credit facilities or the term facilities in Canadian or U.S. dollars up to an aggregate

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amount equal to US$100 million; however, the lenders are not obligated to fund any of the requested increase in commitments.

Certain Covenants

        The senior credit facility requires us to meet certain financial covenants, including minimum fixed charge and interest coverage ratios and maximum senior secured and total adjusted leverage ratios. In addition, our senior credit facility contains certain covenants, which, among other things, limit our ability to incur additional debt, create liens, pay dividends, effect transactions with our affiliates, sell assets, make capital expenditures, pay subordinated debt (including the notes), merge, consolidate, enter into acquisitions, and effect sale-leaseback transactions.

Events of Default

        Our senior credit facility contains customary events of default for a facility of this nature, including cross-default with certain material indebtedness such as the notes or material sale-leaseback transactions and upon a change of control.

Guarantors

        Our obligations under the senior credit facility are guaranteed by all our material subsidiaries.

Capital Leases and Other Debt

        Couche-Tard has $3.0 million of debt attributable to properties under capital leases with rates ranging from 8.18% to 13.25% for 2003 and payable on various dates until 2018. As of February 1, 2004, Circle K had US$7.5 million of debt attributable to long-term debt and capital leases. The Circle K store leases generally have primary terms of up to 18 years, with varying renewal provisions. The leases for other Circle K property and equipment are for terms of up to 17 years.

        As of September 30, 2003, Circle K had an 8.75% note payable in the principal amount of approximately US$5.1 million outstanding. The note is collateralized by certain stores in Florida. The note requires principal and interest payments throughout its term. The final payment is due on December 1, 2019. The note payable agreement contains covenants that require the maintenance of certain financial ratios. At December 31, 2002 and 2001, Circle K was in compliance with all debt covenants.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        As of February 1, 2004, Metro Inc. owned 7,509,340 Class A multiple voting shares and 2,861,834 Class B subordinate voting shares of Alimentation Couche-Tard Inc. Prior to 2003, Couche-Tard purchased groceries from Metro Inc. In 2002, purchases from Metro were $121.4 million and in 2001 purchases from Metro were $113.9 million. Couche-Tard believes all such purchases were at fair value and in the normal course of business.

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DESCRIPTION OF THE NOTES

        You can find the definitions of certain terms used in this description under the subheading "—Certain Definitions." In this description, the words (1) "Issuers," "us," "we" and "our" refer jointly to Couche-Tard U.S. L.P. and Couche-Tard Financing Corp., (2) "Company" refers only to Couche-Tard U.S. L.P. and (3) "Parent" refers only to Alimentation Couche-Tard Inc. and, in all cases, do not refer to any of their respective Subsidiaries.

        On December 17, 2003, the issuers issued the outstanding Notes under an Indenture (the "Indenture") among the Issuers, the Guarantors and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). The Indenture will also cover the terms and conditions relating to the Notes to be received in exchange for the outstanding Notes pursuant to the exchange offer. In this section, the term "Notes" refers to the exchange notes, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "TIA").

        The following description is a summary of the material provisions of the Indenture. It does not restate that agreement in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of these Notes. We will provide you with a copy of the Indenture if you request one.

Brief Description of the Notes and the Guarantees

The Notes

        The Notes are the joint and several obligations of the Issuers and:

•

are general unsecured obligations of the Issuers;



•

are subordinated in right of payment to all existing and future Senior Indebtedness of the Issuers;



•

are senior in right of payment to any future subordinated Indebtedness of the Issuers; and



•

are unconditionally Guaranteed by the Guarantors.

The Guarantees

        The Notes are Guaranteed by Parent, the direct and indirect Subsidiaries of Parent organized in Canada or any province or territory thereof that guarantee or are borrowers under the Senior Credit Facility (together with Parent, the "Canadian Guarantors") and the direct and indirect Subsidiaries of Parent organized in the United States, any State thereof or the District of Columbia that guarantee or are borrowers under the Senior Credit Facility (the "U.S. Guarantors" and, together with the Canadian Guarantors, with the exception of Parent, the "Subsidiary Guarantors"). The Subsidiary Guarantors, together with Parent, are referred to as the "Guarantors".

        The Guarantees of the Notes:

•

are general unsecured obligations of each Guarantor;



•

are subordinated in right of payment to all existing and future Senior Indebtedness of each Guarantor; and



•

are senior in right of payment to any future subordinated Indebtedness of each Guarantor.

        As of February 1, 2004, the Issuers and the Guarantors had total Senior Indebtedness of approximately 691.0 million. As indicated above and as discussed in detail below under the subheading "—Subordination," payments on the Notes and under the Guarantees will be subordinated to the

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payment in cash in full of Senior Indebtedness. The Indenture will permit the Issuers and the Guarantors to incur additional Senior Indebtedness.

        As of the date of the Indenture, all of Parent's Subsidiaries (including the Issuers) were "Restricted Subsidiaries." However, under the circumstances described below in the definition of "Unrestricted Subsidiary," Parent will be permitted to designate certain of its Subsidiaries (other than the Issuers) as "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture. Unrestricted Subsidiaries will not Guarantee the Notes. In addition, not all of Parent's Subsidiaries will Guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-Guarantor Subsidiaries of Parent, these non-Guarantor Subsidiaries of Parent will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to Parent. On a pro forma basis, after giving effect to the December Transactions, our non-Guarantor subsidiaries would have accounted for less than 3% of our consolidated revenues and EBITDA for fiscal 2003 and less than 3% of our assets and liabilities as of April 27, 2003.

        The registered Holder of a Note will be treated as the owner of it for all purposes. Only registered Holders will have rights under the Indenture and the Registration Rights Agreement.

Principal, Maturity and Interest

        The Issuers will jointly and severally issue Notes denominated in US dollars in this offering in an aggregate principal amount of US$350.0 million. The Issuers will issue Notes in denominations of US$1,000 and integral multiples of US$1,000. The Notes will mature on December 15, 2013. Subject to our compliance with the covenant described under the subheading "—Certain Covenants—Limitation on Additional Indebtedness", we are entitled to, without the consent of the holders, issue more Notes under the Indenture on the same terms and conditions as the Notes being offered hereby in an unlimited aggregate principal amount (the "Additional Notes"). The Notes and the Additional Notes, if any, will be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of the Indenture and this "Description of the Notes", references to the Notes include any Additional Notes actually issued.

        Interest on the Notes will accrue from the Issue Date, or if interest has already been paid on the outstanding Notes or the Notes, from the date it was most recently paid, at the rate of 7¹/2% per annum and will be payable semi-annually in arrears on each June 15 and December 15, commencing on June 15, 2004. The Issuers will make each interest payment to the Holders of record of the Notes at the close of business on the immediately preceding June 1 and December 1. The interest rate on the Notes is subject to increase under the circumstances described below under the heading "Exchange Offer; Registration Rights." Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Additional Amounts

        All payments made by the Company with respect to the Notes or any Canadian Guarantor with respect to its Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless the Company or such Canadian Guarantor, as applicable, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Company or such Canadian Guarantor is required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or its Guarantee, as applicable, it will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder of Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld

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or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder of Notes (an "Excluded Holder") (i) with which the Company or such Canadian Guarantor, as applicable, does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment or at the time that any such payment is deemed to be paid or credited, (ii) which is subject to Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of the Notes or the receipt of payments thereunder, (iii) which presents any Note for payment of principal more than 60 days after the later of (x) the date on which payment first because due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which the full amount payable has been so received and notice to that effect has been given to the Holders of Notes by the Trustee, except to the extent that such Holder of Notes would have been entitled to such Additional Amounts on presenting such Note for payment on the last day of the applicable 60-day period, (iv) which failed to duly and timely comply with a timely request of the Company or such Canadian Guarantor, as applicable, to provide information, documents or other evidence concerning such Holder's nationality, residence, entitlement to treaty benefits, identity or connection with Canada or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder of Notes but for this clause (iv) or (v) any combination of the foregoing number clauses of this proviso. The Company or such Canadian Guarantor, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company or such Canadian Guarantor will furnish to the Trustee within 30 days after the date of the payment of any Taxes due pursuant to applicable law, a certification that such payment has been made.

        The Company and each Canadian Guarantor will indemnify and hold harmless each Holder of Notes (other than an Excluded Holder), and upon written request of any Holder of Notes (other than an Excluded Holder), reimburse each such Holder, for the amount of (i) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes or such Canadian Guarantor's Guarantee, as applicable; (ii) any liability (including penalties, interest and expense) arising therefrom or with respect thereto); and (iii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) or (ii), so that the net amount received by such Holder after such reimbursement will not be less than the net amount the Holder would have received if such Taxes on such reimbursement had not been imposed.

Optional Redemption

        Except as set forth below and under "—Redemption for Changes in Withholding Taxes," the Issuers may not redeem the Notes.

        Before December 15, 2006, the Issuers may redeem up to 35% of the aggregate principal amount of Notes originally issued at any time and from time to time at a redemption price equal to 107.500% of the aggregate principal amount so redeemed, plus accrued and unpaid interest, if any, to the redemption date out of the Net Proceeds of one or more Public Equity Offerings after the Issue Date; provided that

        (1)   at least 65% of the aggregate principal amount of Notes originally issued remains outstanding immediately after the occurrence of any such redemption; and

        (2)   any such redemption occurs within 90 days following the closing of such Public Equity Offering.

        On and after December 15, 2008, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, at the following redemption prices (expressed as percentages of

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the principal amount thereof), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve-month period beginning on December 15 of each year listed below:

Year	Percentage
2008	103.750	%
2009	102.500	%
2010	101.250	%
2011 and thereafter	100.000	%

Selection and Notice of Redemption

        In the event of a redemption of less than all of the Notes, the Trustee will select the Notes to be redeemed as follows:

        (1)   if the Notes are listed, in compliance with the requirements of the principal national securities exchange on which such Notes are listed; or

        (2)   if the Notes are not then listed, on a pro rata basis, by lot or in such other manner as the Trustee deems fair and equitable.

        The Notes will be redeemable upon not less than 30 nor more than 60 days' prior written notice, mailed by first class mail to a Holder's registered address. Notices of redemption may not be conditional.

        If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after any redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption unless the Issuers have failed to redeem any such Note.

Redemption for Changes in Withholding Taxes

        If the Company or any Canadian Guarantor becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian taxing authority, or a change in any official position regarding the application or interpretation thereof, that is publicly announced or becomes effective on or after the Issue Date, the Issuers, may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date; provided that (i) in the case of Additional Amounts payable by a Canadian Guarantor only, such Canadian Guarantor is at such time making payments to the Holders pursuant to its Guarantee and (ii) the Company or the applicable Canadian Guarantor determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Canadian Guarantor, as applicable (not including substitution of the obligor under the Notes). No such notice of redemption may be given earlier than 90 days prior to the earliest date the Company or such Canadian Guarantor would be obligated to pay such Additional Amounts nor later than 180 days after the Company or such Canadian Guarantor, as applicable, first becomes liable to pay any Additional Amounts as a result of such change or amendment.

        Prior to the mailing of any notice of redemption pursuant to this provision, the Issuers, will deliver to the Trustee an officer's certificate stating that the Issuers are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of Issuers, as applicable, so to redeem have occurred.

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Subordination

        The indebtedness represented by the Notes is, to the extent and in the manner provided in the Indenture, subordinated in right of payment to the prior payment in cash in full of all Senior Indebtedness of the Issuers. The holders of Senior Indebtedness of the Issuers will be entitled to receive payment in cash in full of all amounts due on or in respect of all Senior Indebtedness of the Issuers before the Holders are entitled to receive or retain any payment of any kind on the Notes (other than a payment in the form of Permitted Junior Securities or from the trust described under the subheading "—Legal Defeasance and Covenant Defeasance") in the event of any distribution to creditors of the Issuers in any:

        (1)   bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuers or to their assets;

        (2)   liquidation or dissolution or other winding-up of the Issuers;

        (3)   assignment for the benefit of creditors of the Issuers; or

        (4)   marshalling of assets or liabilities of the Issuers.

        Until the Senior Indebtedness of the Issuers is paid in full in cash, (i) any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of the Indenture will be made to holders of such Senior Indebtedness as their interests may appear, except that Holders of the Notes may receive Permitted Junior Securities; and (ii) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Senior Indebtedness and pay it over to them as their interests may appear.

        The Issuers also may not make any payment in respect of the Notes (other than a payment in the form of Permitted Junior Securities or from the trust described under the subheading "—Legal Defeasance and Covenant Defeasance") or make any deposit pursuant to the provisions under the subheading "—Legal Defeasance and Covenant Defeasance" below and may not purchase, redeem or otherwise retire any Notes if:

        (1)   a Payment Default on Designated Senior Indebtedness occurs and is continuing beyond any applicable grace period; or

        (2)   any Non-Payment Default occurs and is continuing on Designated Senior Indebtedness and the Trustee receives a notice of such Non-Payment Default (a "Payment Blockage Notice") from the representative of the holders of such Designated Senior Indebtedness.

        Payments on the Notes must be resumed:

        (1)   in the case of a Payment Default, upon the date on which such Payment Default is cured, waived in writing or otherwise ceases to exist; and

        (2)   in case of a Non-Payment Default, the earlier of the date on which such Non-Payment Default is cured, waived in writing or otherwise ceases to exist (provided that no Payment Default has occurred and is then continuing) or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Indebtedness has been accelerated.

        No new Payment Blockage Notice may be delivered unless and until:

        (1)   360 days have elapsed since the effectiveness of the immediately preceding Payment Blockage Notice; and

        (2)   all scheduled payments of principal, premium and interest on the Notes that have come due have been paid in full in cash.

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        So long as there shall remain outstanding any Bank Indebtedness, a Payment Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein.

        No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee may be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Payment Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

        When the payment blockages described above are no longer in effect, the Issuers must resume making any and all required payments on the Notes, including any missed payments. If the Issuers fail to make any payment on the Notes, when due or within any applicable grace period, whether or not on account of the payment blockage provisions, such failure would constitute a Default under the Indenture and would enable the Holders to accelerate the maturity thereof as described under "—Events of Default."

        Each Guarantee will, to the extent set forth in the Indenture, be subordinated in right of payment to the prior payment in cash in full of all Senior Indebtedness of the respective Guarantor and will be subject to the rights of holders of Designated Senior Indebtedness of such Guarantor to initiate payment blockage periods, upon terms substantially similar to the subordination provisions of the Notes described above.

        A Holder by its acceptance of Notes agrees to be bound by such provisions and authorizes and expressly directs the Trustee, on its behalf, to take such action as may be necessary or appropriate to effectuate the subordination provided for in the Indenture and appoints the Trustee its attorney-in-fact for such purpose.

        As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of the Issuers, Holders may recover less ratably than creditors of the Issuers who are holders of Senior Indebtedness. See "Risk Factors—Subordination."

Certain Covenants

        The Indenture contains, among others, the following covenants:

Limitation on Additional Indebtedness

        Parent will not, and will not permit any of its Restricted Subsidiaries (including, without limitation, the Issuers) to, directly or indirectly, incur (as defined) any Indebtedness (including Acquired Indebtedness); provided that if no Default or Event of Default has occurred and is continuing at the time or as a consequence of the incurrence of such Indebtedness, the Issuers or any Guarantor may incur Indebtedness (including Acquired Indebtedness) if after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, Parent's Consolidated Fixed Charge Coverage Ratio is at least 2.0 to 1.

        Notwithstanding the foregoing, Parent and its Restricted Subsidiaries may incur Permitted Indebtedness; provided that neither the Issuers nor the Guarantors may incur any Permitted Indebtedness that ranks junior in right of payment to the Notes or the Guarantee of any Guarantor and that has a maturity or mandatory sinking fund payment prior to the maturity of the Notes.

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        For purposes of determining compliance with this "Limitation on Additional Indebtedness" covenant:

        (1)   in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (1) through (10) of the definition of "Permitted Indebtedness," or is entitled to be incurred pursuant to the first paragraph of this covenant, Parent may, in its sole discretion, classify such item of Indebtedness on the date of its incurrence or, subject to clause (2) below, later reclassify all or a portion of such item of Indebtedness in any manner that complies with this covenant;

        (2)   Indebtedness of Parent or any Restricted Subsidiary under the Senior Credit Facility outstanding on the Issue Date will be deemed to have been incurred pursuant to clause (1) of the definition of "Permitted Indebtedness" and Parent will not be permitted to reclassify any portion of such Indebtedness thereafter;

        (3)   accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness of the same class, in each case in accordance with the terms of the underlying Indebtedness at its time of incurrence by Parent or a Restricted Subsidiary, as the case may be, will not be considered to be an incurrence of Indebtedness for purposes of this covenant; provided that the underlying Indebtedness is incurred in accordance with the terms of the Indenture;

        (4)   any increase in the Canadian dollar equivalent of outstanding Indebtedness of Parent or any of its Restricted Subsidiaries denominated in a currency other than Canadian dollars resulting from fluctuations in the exchange values of currencies will not be considered to be an incurrence of Indebtedness for purposes of this covenant; and

        (5)   the Canadian dollar equivalent principal amount of any Indebtedness denominated in a currency other than Canadian dollars will be calculated based on the relevant currency exchange rate in effect on the date the Indebtedness was incurred, or first committed, in the case of revolving credit Indebtedness, as applicable; provided that if any Indebtedness is incurred to Refinance Indebtedness denominated in a currency other than Canadian dollars and such Refinancing would cause the applicable Canadian dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Canadian dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of the Indebtedness incurred to Refinance such outstanding Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced.

Limitation on Other Senior Subordinated Indebtedness

        Parent will not, and will not permit the Issuers or any other Guarantor to, directly or indirectly, incur, contingently or otherwise, any Indebtedness (other than the Notes and the Guarantees, as the case may be) that is both:

        (1)   subordinate in right of payment to any Senior Indebtedness of the Issuers or such Guarantor, as the case may be; and

        (2)   senior in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be.

        For purposes of this covenant, Indebtedness is deemed to be senior in right of payment to the Notes or a Guarantee, as the case may be, if it is not explicitly subordinated in right of payment to Senior Indebtedness of the Issuer or such Guarantor, as the case may be, at least to the same extent as the Notes and the Guarantee of such Guarantor, as the case may be, are subordinated to such Senior Indebtedness. The Indenture does not treat (i) unsecured Indebtedness as subordinated or junior to Senior Indebtedness merely because it is unsecured or (ii) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

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Limitation on Restricted Payments

        Parent will not make, and will not permit any Restricted Subsidiary to, directly or indirectly, make, any Restricted Payment, unless:

        (1)    no Default or Event of Default has occurred and is continuing at the time of or immediately after giving effect to such Restricted Payment;

        (2)    immediately after giving pro forma effect to such Restricted Payment, Parent could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under "—Limitation on Additional Indebtedness" above; and

        (3)    immediately after giving effect to such Restricted Payment, the aggregate of all Restricted Payments declared or made after the Issue Date does not exceed the sum of:

        (a)    50% of Parent's Consolidated Net Income accrued during the period (treated as one accounting period) from October 13, 2003 to the end of the most recent fiscal quarter prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit);

        (b)    100% of the aggregate Net Proceeds received by Parent from the issue or sale after the Issue Date (for avoidance of doubt, excluding the Cash Equity Contribution) of its Capital Stock (other than Disqualified Capital Stock or Capital Stock issued to any Subsidiary of Parent) or any Indebtedness or other securities of Parent convertible into or exercisable or exchangeable for its Capital Stock (other than Disqualified Capital Stock) which have been so converted, exercised or exchanged, as the case may be, excluding, in the case of this clause (b), any Net Proceeds from a Public Equity Offering to the extent used to redeem the Notes in compliance with the provisions set forth under "—Optional Redemption";

        (c)    without duplication of any amounts included in clause (3)(b) above, 100% of the aggregate Net Proceeds received by Parent after the Issue Date (for avoidance of doubt, excluding the Cash Equity Contribution) from any equity contribution from a holder of its Capital Stock (other than any Restricted Subsidiary of Parent), excluding, in the case of this clause (c), any Net Proceeds from a Public Equity Offering to the extent used to redeem the Notes in compliance with the provisions set forth under "—Optional Redemption"; and

        (d)    without duplication, the sum of:

        (i)    the aggregate amount returned in cash on or with respect to an Investment (other than a Permitted Investment) in any Person made subsequent to the Issue Date whether through interest payments, principal payments, dividends or other distributions;

        (ii)    the net proceeds received by Parent or any of the Restricted Subsidiaries from the disposition (other than to Parent or any Subsidiary of Parent), retirement or redemption of all or any portion of an Investment described in clause (3)(d)(i); and

        (iii)    upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of the net assets of such Subsidiary;

provided, however, that, with respect to an Investment in any Person, the sum of clauses (i), (ii) and (iii) above with respect to the Investment in such Person may not exceed the aggregate amount of all Investments made in such Person subsequent to the Issue Date.

        For purposes of determining under clause (3) above, the amount expended for Restricted Payments, cash distributed will be valued at the face amount thereof and property other than cash will be valued at its fair market value.

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        The provisions of this covenant will not prohibit:

        (1)    the payment of any distribution within 60 days after the date of declaration thereof, if at such date of declaration such payment would comply with the provisions of the Indenture;

        (2)    the repurchase, redemption or other acquisition or retirement of any shares of Capital Stock of Parent or Indebtedness subordinate in right of payment to the Notes by conversion into, or by or in exchange for, shares of its Capital Stock (other than Disqualified Capital Stock), or out of the Net Proceeds of the substantially concurrent sale (other than to any Subsidiary of Parent) of other shares of its Capital Stock (other than Disqualified Capital Stock); and

        (3)    the redemption or retirement of Indebtedness of Parent subordinate in right of payment to the Notes in exchange for, by conversion into, or out of the Net Proceeds of a substantially concurrent sale or incurrence of, its Indebtedness (other than any Indebtedness owed to any Subsidiary of Parent) that is Refinancing Indebtedness.

        In calculating the aggregate amount of Restricted Payments made subsequent to the Issue Date for purposes of clause (3) of the first paragraph above, amounts expended pursuant to clauses (1) and (2) of the immediately preceding paragraph will be included in such calculation.

        Not later than the date of making any Restricted Payment, Parent will deliver to the Trustee an officers' certificate stating that:

        (1)    such Restricted Payment is permitted and setting forth the basis upon which the calculations required by the covenant described above were computed, which calculations may be based upon Parent's latest available financial statements, and

        (2)    no Default or Event of Default has occurred and is continuing and no Default or Event of Default will occur immediately after giving effect to any such Restricted Payment.

Limitation on Liens

        Parent will not, and will not permit any Restricted Subsidiary to, create, incur or otherwise cause or suffer to exist or become effective any Liens of any kind (other than Permitted Liens) upon any property or asset of Parent or any Restricted Subsidiary or any shares of Capital Stock or Indebtedness of any Restricted Subsidiary which owns property or assets, now owned or hereafter acquired, without making or causing the Restricted Subsidiary to make, effective provision for securing the Notes or, with respect to Liens on any Guarantor's property or assets, the Guarantee of such Guarantor; and

        (1)    if such Lien secures Indebtedness which is subordinate in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be, any such Lien will be subordinate to the Lien granted to Holders to the same extent as such Indebtedness is subordinate in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be, and

        (2)    in all other cases, the Notes or the Guarantee of such Guarantor, as the case may be, are equally and ratably secured.

Limitation on Transactions with Affiliates

        Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, amend or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate (each an "Affiliate Transaction") or extend, renew, waive or otherwise amend or modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless

        (1)    such Affiliate Transaction is between or among Parent and one or more of the Restricted Subsidiaries; or

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        (2)    the terms of such Affiliate Transaction are fair and reasonable to Parent or such Restricted Subsidiary, as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could reasonably by expected to be obtained by Parent or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis between unaffiliated parties.

        In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a common plan) involving an amount or having a fair market value in excess of $15 million which is not permitted under clause (1) above, Parent must obtain a board resolution of the Board of Directors of Parent certifying that such Affiliate Transaction complies with clause (2) above. In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a common plan) involving an amount or having a fair market value in excess of $25 million which is not permitted under clause (1) above, Parent must obtain a favorable written opinion as to the fairness of such transaction or transactions, as the case may be, from an Independent Financial Advisor.

        The foregoing provisions will not apply to:

        (1)    any Restricted Payment that is not prohibited by the provisions described under "—Limitation on Restricted Payments" above or any Permitted Investment;

        (2)    reasonable fees and compensation (including equity compensation) paid to, and indemnity provided on behalf of, officers, directors or employees of Parent or any Restricted Subsidiary as determined in good faith by Parent's Board of Directors or senior management;

        (3)    any agreement as in effect as of the Issue Date (including, without limitation, the shareholders agreement among Alimentation Couche-Tard Inc., Metro Inc., and Developpements Orano Inc.) or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; and

        (4)    the issuance and sale of Capital Stock (other than Disqualified Capital Stock) by Parent.

Limitation on Creation of Subsidiaries

        Parent will not create or acquire, and will not permit any Restricted Subsidiary to create or acquire, any Subsidiary other than:

        (1)    a Restricted Subsidiary existing as of the Issue Date;

        (2)    a Restricted Subsidiary that is acquired or created after the Issue Date; provided, however, that (x) if the Senior Credit Facility is then in effect, each such Restricted Subsidiary that guarantees or is otherwise an obligor under the Senior Credit Facility must execute a Guarantee and, (y) if the Senior Credit Facility is then no longer in effect, each such Restricted Subsidiary that is acquired or created after the date on which the Senior Credit Facility is no longer in effect must execute a Guarantee, in each case in substantially the form set forth in the Indenture (and with such documentation relating thereto as the Trustee may reasonably require, including, without limitation, a supplement or amendment to the Indenture and opinions of counsel as to the enforceability of such Guarantee), pursuant to which such Restricted Subsidiary will become a Guarantor; or

        (3)    an Unrestricted Subsidiary.

        The Guarantees of the Subsidiary Guarantors will be subject to release as set forth under "—Guarantees".

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Limitation on Asset Sales

        Parent will not, and will not permit any Restricted Subsidiary to, consummate an Asset Sale unless:

        (1)    Parent or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value of the assets sold or otherwise disposed of;

        (2)    not less than 75% of the consideration received by Parent or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the following will be deemed to be cash for purposes of this clause (2):

        (a)    any liabilities (as shown on Parent's or such Restricted Subsidiary's most recent balance sheet) of Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinate in right of payment to the Notes or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Parent or such Restricted Subsidiary from further liability; and

        (b)    any securities, notes or other obligations received by Parent or any such Restricted Subsidiary from such transferee that are within 30 days of receipt thereof converted by Parent or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion); and

        (3)    except as provided below, the Asset Sale Proceeds received by Parent or such Restricted Subsidiary are applied:

        (a)    to the extent Parent or any such Restricted Subsidiary, as the case may be, elects, or is required, to prepay, repay or purchase any then existing Senior Indebtedness of Parent or any such Restricted Subsidiary within 365 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided that such payment, repayment or purchase, in the case of prepayment, repayment or purchase of revolving loans, must result in a permanent reduction of the applicable commitments thereunder in an amount equal to the principal amount so repaid; or

        (b)    to the extent Parent or any such Restricted Subsidiary elects, to an Investment in property or other assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) in compliance with "—Limitation on Conduct of Business" below; provided that such Asset Sale Proceeds are applied within 365 days following receipt thereof.

        If on and after the 366th day after any Asset Sale (the "Excess Proceeds Offer Trigger Date") the Available Asset Sale Proceeds exceed $15 million, then such event shall constitute an event of failure within the meaning of subparagraph 212(1)(b)(vii) of the Income Tax Act (Canada) and the Issuers must apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes and any other Pari Passu Indebtedness that requires an offer to purchase be made with such Available Asset Sale Proceeds, on a pro rata basis, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer").

        Notwithstanding the foregoing, Parent shall, within three business days following the receipt of the proceeds of each Designated Sale and Lease-Back Transaction, apply the proceeds of such Designated Sale and Lease-Back Transaction to repay term Indebtedness under the Senior Credit Facility.

        Within 30 days of an Excess Proceeds Offer Trigger Date, the Issuers will mail to the Trustee and each Holder a notice stating, among other things, that the Issuers are making an Excess Proceeds Offer

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and offering to repurchase Notes and any such other Pari Passu Indebtedness on the date specified in such notice (which will be a Business Day no earlier than 30 days nor later than 45 days from the date such notice is mailed) pursuant to the procedures required by the Indenture and described in such notice.

        If an Excess Proceeds Offer is not fully subscribed, Parent may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes and any such other Pari Passu Indebtedness.

        In the event of the transfer of substantially all of the property and assets of Parent and the Restricted Subsidiaries as an entirety to a Person in a transaction permitted under "—Merger, Consolidation or Sale of Assets" below, the successor Person will be deemed to have sold the properties and assets of Parent and the Restricted Subsidiaries not so transferred for purposes of this covenant, and must comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale.

        The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Asset Sale" provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the "Asset Sale" provisions of the Indenture by virtue thereof.

Limitation on Preferred Stock of Restricted Subsidiaries

        Parent will not permit any Restricted Subsidiary to issue any Preferred Stock (except Preferred Stock issued to Parent or a Restricted Subsidiary) or permit any Person (other than Parent or a Restricted Subsidiary) to hold any such Preferred Stock unless such Restricted Subsidiary would be entitled to incur or assume Indebtedness (other than Permitted Indebtedness) in compliance with "—Limitation on Additional Indebtedness" above in the aggregate principal amount equal to the aggregate liquidation value of the Preferred Stock to be issued.

Limitation on Capital Stock of Restricted Subsidiaries

        Parent will not:

        (1)    sell, pledge, hypothecate or otherwise convey or dispose of any Capital Stock of any Restricted Subsidiary (other than any such transaction resulting in a Lien which constitutes a Permitted Lien); or

        (2)    permit any Restricted Subsidiary to issue any Capital Stock, other than to Parent or a Restricted Subsidiary.

        The foregoing restrictions will not apply to an Asset Sale made in compliance with "—Limitation on Asset Sales" above (provided that if such Asset Sale is for less than all of the outstanding Capital Stock of any Restricted Subsidiary held by Parent or any Restricted Subsidiary, such Asset Sale must also comply with "—Limitation on Restricted Payments" above) or the issuance of Preferred Stock in compliance with "—Limitation on Preferred Stock of Restricted Subsidiaries" above.

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Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to:

        (1)    pay dividends or make any other distributions to Parent or any Restricted Subsidiary:

        (a)    on its Capital Stock or

        (b)    with respect to any other interest or participation in, or measured by, its profits;

        (2)    repay any Indebtedness or any other obligation owed to Parent or any Restricted Subsidiary;

        (3)    make loans or advances or capital contributions to Parent or any Restricted Subsidiary; or

        (4)    transfer any of its properties or assets to Parent or any Restricted Subsidiary;

        except for such encumbrances or restrictions existing under or by reason of:

        (1)    the Senior Credit Facility as in effect on the Issue Date and any amendments, restatements, renewals, replacements or refinancings thereof; provided that any amendment, restatement, renewal, replacement or refinancing is not more disadvantageous to the Holders in any material respect with respect to such encumbrances or restrictions than those existing on the Issue Date;

        (2)    encumbrances or restrictions existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date and any amendments, restatements, renewals, replacements or refinancings thereof; provided that any amendment, restatement, renewal, replacement or refinancing is not more disadvantageous to the Holders in any material respect with respect to such encumbrances or restrictions than those existing on the Issue Date;

        (3)    the Indenture, the Notes and the Guarantees;

        (4)    applicable law;

        (5)    any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person (including any Subsidiary of the Person), so acquired;

        (6)    customary non-assignment provisions in leases, licenses or other agreements entered in the ordinary course of business and consistent with past practices;

        (7)    Refinancing Indebtedness; provided that such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Indebtedness being refunded, refinanced or extended;

        (8)    customary restrictions in security agreements or mortgages securing Indebtedness of Parent or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages;

        (9)    customary restrictions with respect to a Restricted Subsidiary (other than any Issuer) pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary (other than any Issuer);

        (10)    customary restrictions imposed on the transfer of copyrighted or patented materials; or

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        (11)    customary restrictions under Sale and Lease-Back Transactions that comply with "—Limitations on Sale and Lease-Back Transactions" and that either (i) apply to the assets being transferred only, or (ii) apply only to the Guarantor or Issuer that is the subject of such Sale and Lease-Back Transaction and Parent determines in good faith at the time such encumbrance or restriction is created that such encumbrance or restriction does not materially and adversely affect the Company's ability to pay principal of, and interest on, the Notes.

Limitation on Conduct of Business

        Parent and the Restricted Subsidiaries will not engage in any businesses which are not the same, similar, ancillary or related to the businesses in which Parent and the Restricted Subsidiaries are engaged in on the Issue Date.

Limitation on Sale and Lease-Back Transactions

        Parent will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction; provided that the Issuers or any Guarantor may enter into a Sale and Lease-Back Transaction if:

        (1)    such Issuer or such Guarantor, as applicable, could have incurred an amount of Indebtedness equal to the Attributable Indebtedness relating to such Sale and Lease-Back Transaction under "—Limitation on Additional Indebtedness" above;

        (2)    the gross cash proceeds of that Sale and Lease-Back Transaction are at least equal to the fair market value of the property sold; and

        (3)    the transfer of assets in that Sale and Lease-Back Transaction is permitted by, and Parent applies the proceeds of such transaction in compliance with, "—Limitation on Asset Sales" above.

Limitation on Transfer of Assets

        Neither the Issuers nor any Guarantor will sell, convey, transfer or otherwise dispose of its assets or property to any Restricted Subsidiary that is not an Issuer or a Guarantor, except for sales, conveyances, transfers or other dispositions (a) made in the ordinary course of business, (b) to any Restricted Subsidiary if such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary of the Notes or (c) in an aggregate amount after the Issue Date not to exceed $10 million.

Change of Control Offer

        In the event of a Change of Control, which event shall constitute a triggering event and thus an event of failure under the terms of the Indenture within the meaning of subparagraph 212(1)(b)(vii) of the Income Tax Act (Canada), the Issuers must make an offer to repurchase (the "Change of Control Offer") each Holder's outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the Change of Control Payment Date (as defined) in accordance with the procedures set forth below.

        Within 30 days of the occurrence of a Change of Control, the Issuers will mail to the Trustee and each Holder a notice describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (which will be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date")) pursuant to the procedures required by the Indenture and described in such notice.

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        On the Change of Control Payment Date, the Issuers will, to the extent lawful,

        (1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;

        (2) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price of all Notes or portions thereof so tendered; and

        (3) deliver or cause to be delivered to the Trustee Notes so accepted together with an officers' certificate stating the aggregate principal amount of Notes or portions thereof tendered to the Issuers.

The Paying Agent will promptly mail to each Holder of Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such Notes, and the Issuers will execute and issue, the Guarantors shall endorse thereon their Guarantee, and the Trustee will promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note will be issued in an original principal amount in denominations of US$1,000 and integral multiples thereof.

        Prior to complying with any of the procedures of this "Change of Control" covenant, but in any event within 30 days following any Change of Control, the Issuers covenant to:

        (1) repay in cash in full all obligations and terminate all commitments under or in respect of all Senior Indebtedness the terms of which prohibit the purchase by the Issuers of the Notes upon a Change of Control in compliance with the terms of this covenant or offer to repay in cash in full all obligations and terminate all commitments under or in respect of all such Senior Indebtedness and repay the Senior Indebtedness owed to each such lender who has accepted such offer; or

        (2) obtain the requisite consents under all such Senior Indebtedness to permit the repurchase of the Notes as described above.

The Issuers must first comply with the covenant described in the preceding sentence before they will be required to purchase Notes in the event of a Change of Control; provided that the Issuers' failure to comply with the covenant described in the preceding sentence will constitute an Event of Default described in clause (3) under "—Events of Default" below.

        The Indenture further provides that (1) if any Issuer or any Guarantor has outstanding any Indebtedness that is subordinated in right of payment to the Notes or the Guarantees or has any Preferred Stock outstanding and such Issuer or such Guarantor is required to make a change of control offer or to make a distribution with respect to such subordinated Indebtedness or Preferred Stock in the event of a Change of Control, such Issuer or such Guarantor will not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Issuers have paid the Change of Control Purchase Price to the Holders that have accepted the Issuers' Change of Control Offer and must otherwise have consummated the Change of Control Offer and (2) the Issuers and the Guarantors will not issue Indebtedness that is subordinated in right of payment to the Notes or the Guarantees and will not issue any Preferred Stock, as applicable, with change of control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change in Control.

        The Issuers will not be required to make a Change of Control Offer if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of the Indenture applicable to a Change of Control Offer made by the Issuers and purchases all of the Notes or portions of the Notes properly tendered and not withdrawn under such Change of Control Offer.

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        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Change of Control" provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the "Change of Control" provisions of the Indenture by virtue thereof.

Merger, Consolidation or Sale of Assets

        Neither Parent nor the Company will (1) consolidate or merge with or into another Person (whether or not Parent or the Company will be the continuing Person), or (2) sell, assign, transfer, lease, convey or otherwise dispose of (each, a "transfer") all or substantially all of the assets of (A) Parent (as an entirety or substantially as an entirety in one transaction or a series of related transactions), in the case of a transfer by Parent, or (B) the Company (as an entirety or substantially as an entirety in one transaction or a series of related transactions), in the case of a transfer by the Company, to any Person unless:

        (1) either Parent or the Company, as the case may be, is the continuing Person or the Person (if other than Parent or the Company, as the case may be) formed by such consolidation or into which Parent or the Company, as the case may be, is merged or to which the assets of Parent or the Company, as the case may be, are transferred is (x) in the case of the Company, a corporation, partnership, limited liability company or other similar entity and is organized and existing under the laws of the United States or any state thereof or the District of Columbia, or (y) in the case of Parent, a corporation organized under the laws of Canada or any province or territory thereof or under the laws of the United States, any state thereof or the District of Columbia and, in each case, expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of Parent or the Company as the case may be, under the Indenture, the Notes and the Guarantees, as the case may be, and the obligations thereunder will remain in full force and effect;

        (2) immediately before and immediately after giving effect to such transaction, no Default or Event of Default will have occurred and be continuing;

        (3) immediately after giving effect to such transaction on a pro forma basis Parent or such Person merged into or consolidated with Parent or the Company or to which the assets of Parent or the Company is transferred:

        (a) will have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of Parent or the Company, as applicable, immediately prior to such transaction; and

        (b) will be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under "—Certain Covenants—Limitation on Additional Indebtedness" above;

provided that (x) a Restricted Subsidiary may merge into or transfer its properties and assets to the Company, Parent or a Subsidiary Guarantor without complying with this clause (3); and (y) the Parent may merge with an Affiliate organized in Canada or any province or territory thereof and the Company may merge with an Affiliate organized in the United States, any state thereof or the District of Columbia, in each case solely for the purpose and with the sole effect of reincorporating Parent or the Company, as applicable, in another jurisdiction without complying with this clause (3); and

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        (4) if in connection with a merger, consolidation or sale involving the Company, the Company, or the continuing Person into which the Company has merged, is a partnership, limited liability company or similar entity, Parent and the Company or such continuing Person, as the case may be, shall, if there is no such co-issuer of the Notes existing, cause there to be a co-issuer of the Notes that is a Restricted Subsidiary of Parent and that is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia.

        In connection with any consolidation, merger or transfer of assets contemplated by this provision, Parent will deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officers' certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of Parent or the Company, will be deemed to be the transfer of all or substantially all of the properties and assets of Parent or the Company, as applicable.

Reports to Holders

        Notwithstanding that Parent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise required to report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Commission, Parent will file with the Commission (and provide the Trustee and, if such reports are not then available to the public on the Internet free of charge, each Holder, with copies thereof, without cost to each Holder, within 15 days after it files them with the Commission),

(1)

within 90 days after the end of each fiscal year (or such shorter period as the Commission may in the future prescribe), annual reports on Form 20-F or 40-F (or any successor form), as applicable, containing the information required to be contained therein (or required in such successor form),



(2)

within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 6-K (or any successor form) containing substantially the same information as is required to be contained in quarterly financial reports prescribed by applicable Canadian regulatory authorities for Canadian public reporting companies including, without limitation, a Management's Discussion and Analysis of Financial Condition and Results of Operations (whether or not the Company is required to file such forms under Canadian law or stock exchange requirements); provided that the Parent shall, within 60 days after the end of its fiscal quarter ended February 1, 2004, provide the Trustee and the Holders with its report on Form 6-K relating to such fiscal quarter; and



(3)

promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 6-K (or any successor form) as are required to be filed by the Commission;

provided, however, that Parent shall not be so obligated to file such reports with the Commission prior to the effectiveness of a registration statement relating to the Exchange Offer or the resale of the Notes as provided in the Registration Rights Agreement, in which event Parent will provide such information to the Trustee and the Holders within the time periods set forth above and to prospective purchasers upon request of a Holder.

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        Parent will also furnish to Holders, securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Guarantees

        The Guarantors will guarantee the Notes on a general unsecured basis. All payments pursuant to the Guarantees by the Guarantors will be subordinate in right of payment to the prior payment in cash in full of all existing and future Senior Indebtedness of each respective Guarantor, to the same extent and in the same manner that all payments pursuant to the Notes are subordinated in right of payment to the prior payment in cash in full of all Senior Indebtedness of Issuers.

        The obligations of each Subsidiary Guarantor are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees of Senior Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Subsidiary Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor that makes a payment or distribution under a Guarantee will be entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor.

        A Subsidiary Guarantor will be released from all of its obligations under its Guarantee if:

        (1) (a) all of its assets or Capital Stock is sold, in each case in a transaction in compliance with "—Certain Covenants—Limitation on Asset Sales" above or (b) such Subsidiary Guarantor is designated an Unrestricted Subsidiary; or

        (2) if the Senior Credit Facility is in effect, the guarantee or incurrence of Indebtedness that triggered the requirement for such Subsidiary Guarantor to Guarantee the Notes, as described under "—Limitation on Creation of Subsidiaries," is released, in the case of such Guarantor, or ceases to be outstanding, in the case of such Indebtedness, and such Subsidiary Guarantor does not Guarantee and is not an obligor under any other Indebtedness of Parent or any of the Restricted Subsidiaries;

and such Subsidiary Guarantor has delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent herein provided for relating to such transaction have been complied with.

        No Subsidiary Guarantor will (1) consolidate or merge with or into another Person (whether or not such Subsidiary Guarantor will be the continuing Person), or (2) transfer all or substantially all of the assets of such Subsidiary Guarantor (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to any Person unless:

        (1) either (x) such consolidation or merger complies with the conditions for release in clause (1) of the immediately preceding paragraph or (y) either such Subsidiary Guarantor is the continuing Person, or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or to which the assets of such Subsidiary Guarantor are transferred (the "Successor Person") must be a corporation organized and existing under, in the case of the U.S. Guarantors, the laws of the United States or any state thereof or the District of Columbia or, in the case of the Canadian Guarantors, the laws of Canada or any province or any territory thereof or the laws of the United States or any state thereof or the District of Columbia, and must expressly assume, by a supplemental indenture,

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executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of such Subsidiary Guarantor under the Indenture and the Guarantee, and the obligations thereunder will remain in full force and effect;

        (2) immediately before and immediately after giving effect to such transaction, no Default or Event of Default will have occurred and be continuing; and

        (3) immediately after giving effect to such transactions on a pro forma basis Parent:

        (a) will have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of Parent immediately prior to such transaction and

        (b) will be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under "—Certain Covenants—Limitation on Additional Indebtedness" above;

provided that a Person that is a Subsidiary Guarantor may merge into another Person that is a Subsidiary Guarantor or transfer all or substantially all its assets to a Person that is a Subsidiary Guarantor or Parent without complying with this clause (3).

        The Successor Person will be the successor to the applicable Subsidiary Guarantor and shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Subsidiary Guarantor under the Indenture, and thereafter, the applicable Subsidiary Guarantor shall have no further obligations under the Indenture.

        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of a Guarantor the Capital Stock of which constitutes all or substantially all of the properties and assets of such Guarantor, will be deemed to be the transfer of all or substantially all of the properties and assets of such Guarantor.

Events of Default

        The following events are defined in the Indenture as "Events of Default":

        (1) default in payment of any principal of, or premium, if any, on the Notes whether at maturity, upon redemption, required repurchase or otherwise (whether or not such payment is prohibited by the subordination provisions of the Indenture);

        (2) default for 30 days in payment of any interest on the Notes (whether or not such payment is prohibited by the subordination provisions of the Indenture);

        (3) default by Parent or any Restricted Subsidiary in the observance or performance of any other covenant in the Notes or the Indenture for 45 days after written notice from the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding specifying the default (except in the case of a default with respect to the "Change of Control" or "Merger, Consolidation or Sale of Assets" covenant which will constitute an Event of Default with such notice requirement but without such passage of time requirement);

        (4) failure to pay when due (giving effect to any applicable grace periods and any waiver or extension thereof) principal amount at final maturity of any Indebtedness of Parent or any Restricted Subsidiary, or the acceleration of any such Indebtedness, if the aggregate amount of such Indebtedness, together with the amount of any other such Indebtedness in default for failure to pay principal or which has been accelerated, aggregates $25 million or more at any time;

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        (5) any final judgment or judgments which can no longer be appealed for the payment of money in excess of $25 million (net of any insurance or indemnity payments under enforceable insurance policies for which coverage is not denied and that are issued by solvent carriers) is rendered against Parent or any Restricted Subsidiary, and is not discharged for any period of 60 consecutive days during which a stay of enforcement is not in effect;

        (6) certain events involving bankruptcy, insolvency or reorganization of Parent, either Issuer or any Significant Subsidiary;

        (7) either Issuer shall at any time fail to constitute a Wholly Owned Subsidiary of Parent; and

        (8) any of the Guarantees of Parent or a Significant Subsidiary ceases to be in full force and effect or any of the Guarantees of Parent or a Significant Subsidiary is declared to be null and void and unenforceable or any of the Guarantees of Parent or a Significant Subsidiary is found to be invalid or any of Parent or any Subsidiary Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of release of a Guarantor in accordance with the terms of the Indenture).

        The Indenture provides that the Trustee may withhold notice to the Holders of any Default (except in payment of principal or premium, if any, or interest on the Notes) if the Trustee considers it to be in the best interest of the Holders to do so.

        The Indenture provides that if an Event of Default (other than an Event of Default of the type described in clause (6) above with respect to Parent or either Issuer) has occurred and is continuing, then the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may (and the Trustee, at the request of such Holders, shall) declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued and unpaid interest, if any, to the date of acceleration and (1) the same will become immediately due and payable or (2) if there are any amounts outstanding under the Senior Credit Facility, will become immediately due and payable upon the first to occur of an acceleration under the Senior Credit Facility or five business days after receipt by the Issuers and the representative under the Senior Credit Facility of a notice of acceleration; provided, however, that after such acceleration but before a judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of outstanding Notes may rescind and annul such acceleration if

        (1) all Events of Default, other than nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived as provided in the Indenture;

        (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

        (3) if the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

        (4) in the event of the cure or waiver of an Event of Default of the type described in clause (6) of the above Events of Default, the Trustee must have received an officers' certificate and an opinion of counsel that such Event of Default has been cured or waived.

No such rescission will affect any subsequent Default or impair any right consequent thereto. In case an Event of Default of the type described in clause (6) above occurs with respect to Parent or either Issuer, the principal, premium and interest amount with respect to all of the Notes will be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders.

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        The Holders of a majority in principal amount of the Notes then outstanding have the right to waive any existing Default or compliance with any provision of the Indenture or the Notes and to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, subject to certain limitations provided for in the Indenture and under the TIA.

        No Holder of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless

        (1) such Holder has previously given to the Trustee written notice of a continuing Event of Default;

        (2) the Holders of at least 25% in aggregate principal amount of the outstanding Notes have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee;

        (3) the Trustee has not received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request; and

        (4) the Trustee has failed to institute such a proceeding within 60 days.

        Notwithstanding the foregoing, such limitations do not apply to a suit instituted on such Note on or after the respective due dates expressed in such Note.

Modification of Indenture

        From time to time, the Issuers, the Guarantors and the Trustee may, without the consent of the Holders, amend or supplement the Indenture for certain specified purposes, including providing for uncertificated Notes in addition to certificated Notes, and curing any ambiguity, defect or inconsistency, or making any other change that does not, in the opinion of the Trustee, materially and adversely affect the rights of any Holder. The Indenture contains provisions permitting the Issuers, the Guarantors and the Trustee, with the consent of Holders of at least a majority in principal amount of the outstanding Notes, to modify or supplement the Indenture, except that no such modification may, without the consent of each Holder affected thereby,

        (1) reduce the amount of Notes whose Holders must consent to an amendment, supplement, or waiver to the Indenture;

        (2) reduce the rate of or change the time for payment of interest, including defaulted interest, on any Note;

        (3) reduce the principal of or premium on or change the stated maturity of any Note or change the date on which any Notes may be subject to redemption or repurchase or reduce the redemption or repurchase price therefor;

        (4) make any Note payable in money other than that stated in the Note or change the place of payment from New York, New York;

        (5) waive a Default on the payment of the principal of, interest on, or redemption payment with respect to any Note;

        (6) make any change in provisions of the Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;

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        (7) amend, change or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Excess Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto;

        (8) modify or change any provision of the Indenture or the related definitions affecting the subordination or ranking of the Notes or any Guarantee in a manner which adversely affects the Holders; or

        (9) release any Guarantor from any of its obligations under its Guarantee or the Indenture otherwise than in accordance with the terms of the Indenture.

Legal Defeasance and Covenant Defeasance

        The Indenture provides that the Issuers may elect either:

        (1) to defease and be discharged from any and all of their and any Guarantor's obligations with respect to the Notes (except for the obligations to register the transfer or exchange of such Notes, to replace temporary or mutilated, destroyed, lost or stolen Notes, to maintain an office or agency in respect of the Notes and to hold monies for payment in trust) ("Legal Defeasance"); or

        (2) to be released from their obligations with respect to the Notes under some of the covenants contained in the Indenture ("Covenant Defeasance")

upon the deposit with the Trustee (or other qualifying trustee), in trust for such purpose, of money and/or non-callable U.S. government obligations which through the payment of principal and interest in accordance with their terms will provide money, in an amount sufficient to pay the principal of, premium, if any, and interest on the Notes, on the scheduled due dates therefor or on a selected date of redemption in accordance with the terms of the Indenture. Such a trust may only be established if, among other things,

        (1) the Issuers have delivered to the Trustee an opinion of counsel to the effect that neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended;

        (2) in the case of legal defeasance, the Issuers will have delivered to the Trustee an opinion of counsel stating that:

        (A) the Issuers have received from, or there has been published by, the Internal Revenue Service, a ruling, or

        (B) there has been a change in any applicable U.S. Federal income tax law,

in either case to the effect that, and such opinion of counsel will confirm that, Holders of the Notes or Persons in their positions will not recognize income, gain or loss for purposes of both U.S. Federal income tax purposes as a result of such legal defeasance and will be subject to U.S. Federal income tax on the same amounts and in the same manner and at the same time, as would have been the case if defeasance had not occurred;

        (3) in the case of covenant defeasance, the Issuers will have delivered to the trustee an opinion of counsel to the effect that the Holders of the Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. Federal income tax on the same amounts, and in the same manner and at the same times, as would have been the case if covenant defeasance had not occurred;

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        (4) no Default or Event of Default has occurred and is continuing on the date of such deposit or insofar as Events of Default from bankruptcy, insolvency or reorganization events are concerned, at any time in the period ending on the 91st day after the date of deposit;

        (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a Default under the Indenture or any other material agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound;

        (6) the Issuers have delivered to the Trustee an officers' certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of Parent or its Subsidiaries or with the intent of defeating, hindering, delaying or defrauding any other creditors of Parent or others;

        (7) the Issuers have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with;

        (8) the Issuers have delivered to the Trustee an opinion of counsel to the effect that, assuming no intervening bankruptcy occurs and that no Holder is an insider of the Issuers, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and

        (9) other customary conditions precedent are satisfied.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when:

        (1) either:

        (a) all the Notes authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or

        (b) all Notes not delivered to the Trustee for cancellation have become due and payable and the Issuers have irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

        (2) the Issuers have paid all other sums payable under the Indenture by the Issuers; and

        (3) the Issuers have delivered to the Trustee an officers' certificate and an opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

Compliance Certificate

        Parent will deliver to the Trustee on or before 90 days after the end of Parent's fiscal year an officers' certificate stating whether or not the signers know of any Default or Event of Default that has occurred. If they do, the certificate will describe the Default or Event of Default, its status and the intended method of cure, if any.

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No Personal Liability of Directors, Officers, Employees and Stockholders

        No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantees. The waiver may not be effective to waive liabilities under U.S. federal securities laws.

Methods of Receiving Payments on the Notes

        The Issuers will make all principal, premium and interest payments on the Notes at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Issuers elect to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. The Trustee will initially act as Paying Agent and Registrar. The Issuers may change the Paying Agent or Registrar without prior notice to the Holders, and Parent or any of its Subsidiaries may act as Paying Agent or Registrar.

The Trustee

        The Indenture provides that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it under the Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person's own affairs.

        The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become a creditor of any Issuer or other obligor, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.

Transfer and Exchange

        Holders may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers are not required to transfer or exchange any Note selected for redemption and are not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

        The registered Holder of a Note may be treated as the owner of such Note for all purposes.

Governing Law

        The Indenture, the Notes and the Guarantees are governed by the internal laws of the State of New York without reference to principles of conflicts of law.

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Consent to Jurisdiction and Service

        The Indenture provides that each of Parent and the Canadian Guarantors appoints CT Corporation as its agent for service of process in any suit, action or proceeding with respect to the Indenture or the Guarantees and for actions brought under federal or state securities laws in any federal or state court located in the Borough of Manhattan in The City of New York and submits to such non-exclusive jurisdiction.

Enforceability of Judgments Against Parent and the Canadian Guarantors

        Since the Canadian Guarantors are Canadian corporations, with substantial assets located outside the United States, any judgments obtained in the United States against the Canadian Guarantors, including judgments with respect to the payment of principal, premium, interest, additional interest, Additional Amounts, offer price, redemption price or other amounts payable under the Notes, may not be collectible within the United States.

        A substantial portion of the Canadian Guarantors' assets are located in Quebec and Ontario. The Canadian Guarantors have been informed by their Canadian counsel, Davies Ward Phillips & Vineberg LLP, that the laws of Quebec permit a motion and the laws of Ontario permit an action to be brought in a court of competent jurisdiction in Quebec and Ontario (a "Canadian Court") on any final, conclusive and enforceable civil judgment in personam of any federal or state court located in the Borough of Manhattan in The City of New York which is a court of competent jurisdiction (a "New York Court") against any Canadian Guarantor in connection with any action arising out of or relating to the Indenture that is not impeachable as void or voidable (and further, in Quebec, is final or enforceable at the place where it was rendered and is not subject to ordinary remedy) under the internal laws of the State of New York for a sum certain if (i) the New York Court rendering such judgment had jurisdiction over the judgment debtor, as recognized by a Canadian Court (submission by the Canadian Guarantors in the indenture to the jurisdiction of the New York Court being sufficient for such purpose); (ii) such judgment was not obtained by fraud or in a manner contrary to natural justice or in contravention of the fundamental principles of procedure and the decision and enforcement thereof would not be inconsistent with public order or public policy, as such terms are understood under the laws of Quebec and Ontario and the federal laws of Canada applicable therein, as the case may be (or inconsistent with public order as understood in international relations, as that term is applied by a court of competent jurisdiction in Quebec); (iii) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign taxation laws, or arise from other laws of a public nature such as penal laws or public order laws; (iv) the action to enforce such judgment is commenced within the applicable limitation period; (v) a dispute between the same parties based on the same facts and having the same subject matter has not given rise to a decision rendered by (or is not pending before) a Canadian Court or has not been decided by a foreign authority of which the decision meets the necessary conditions for recognition in Quebec or Ontario, as applicable; (vi) in Quebec, the decision has not been rendered by default unless the plaintiff has proven due service of the act of procedure initiating the proceedings on the defaulting party in accordance with the laws of the jurisdiction in which the decision was rendered and the defendant does not prove that, owing to the circumstances, it was unable to learn of the act of procedure or it was not given sufficient time to offer its defense; and (vii) such judgment was not obtained contrary to an order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada). Davies Ward Phillips & Vineberg LLP is not aware of any reasons under the present laws of Quebec and Ontario for avoiding enforcement of a judgment of a New York Court to enforce the Indenture on the basis of public order or public policy, as that term is understood under the laws of Quebec and Ontario, respectively.

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        In addition, under the Currency Act (Canada), a Canadian Court may only render judgment for a sum of money in Canadian currency and in enforcing a foreign judgment for a sum of money in a foreign currency, a Canadian Court will render its decision in the Canadian currency equivalent to such foreign currency. Quebec courts generally will convert the sum of money at the rate of exchange prevailing on the date the judgment became enforceable at the place where it was rendered. Subject to the court's discretion to select such other day as the court considers equitable under the circumstances, Ontario courts will generally require payment of the amount in Canadian currency sufficient to purchase the amount of an obligation in the foreign currency on the first business day before the day of payment of the obligation.

Certain Definitions

        Set forth below is a summary of certain of the defined terms used in the Indenture. We refer you to the Indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided.

        "Acquired Indebtedness" means Indebtedness of a Person (including an Unrestricted Subsidiary) existing at the time such Person becomes a Restricted Subsidiary or is merged into or consolidated with any other Person or which is assumed in connection with the acquisition of assets from such Person and, in each case, whether or not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such merger, consolidation or acquisition.

        "Acquisition" means the purchase of all of the issued and outstanding shares of Circle K by Couche-Tard U.S. L.P. pursuant to a stock purchase agreement, dated as of October 3, 2003 between Parent and ConocoPhillips Company, as amended.

        "Adjusted Net Assets" of any Person at any date means the lesser of the amount by which

        (1) the fair value of the property of such Person exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities), but excluding liabilities under the Guarantee of such Person at such date; and

        (2) the present fair salable value of the assets of such Person at such date exceeds the amount that will be required to pay the probable liability of such Person on its debts (after giving effect to all other fixed and contingent liabilities and after giving effect to any collection from any Subsidiary of such Person in respect of the obligations of such Person under the Guarantee of such Person), excluding Indebtedness in respect of the Guarantee of such Person, as they become absolute and matured.

        "Affiliate" means, with respect to any specific Person, any other Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by," and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

        "Asset Acquisition" means

        (1) an Investment by Parent or any Restricted Subsidiary in any other Person pursuant to which such Person becomes a Restricted Subsidiary, or is merged with or into Parent or any Restricted Subsidiary; or

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        (2) the acquisition by Parent or any Restricted Subsidiary of the assets of any Person (other than a Restricted Subsidiary) which constitute all or substantially all of the assets of such Person or comprise any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

        "Asset Sale" means any direct or indirect sale, issuance, conveyance, assignment, transfer, lease or other disposition (including any Sale and Lease-Back Transaction), other than to Parent or any Restricted Subsidiary, in any single transaction or series of related transactions of:

        (1) any Capital Stock of or other equity interest in any Restricted Subsidiary; or

        (2) any other property or assets of Parent or of any Restricted Subsidiary;

provided that Asset Sales do not include:

        (1) a transaction or series of related transactions that involves assets having a fair market value of less than $10 million;

        (2) sales of inventory in the ordinary course of business and consistent with past practices;

        (3) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of Parent or either Issuer as permitted under "—Merger, Consolidation or Sale of Assets" above or a Subsidiary Guarantor as permitted under "—Guarantees" above;

        (4) leases or subleases in the ordinary course of business to third Persons not interfering in any material respect with the business of Parent or any of its Restricted Subsidiaries; and

        (5) the sale, conveyance, disposition or other transfer of obsolete, damaged, worn out, surplus or outdated assets in the ordinary course of business.

        "Asset Sale Proceeds" means, with respect to any Asset Sale,

        (1) cash received by Parent or any Restricted Subsidiary from such Asset Sale (including cash received as consideration for the assumption of liabilities incurred in connection with or in anticipation of such Asset Sale), after

        (a) provision for all income or other taxes measured by or resulting from such Asset Sale,

        (b) payment of all brokerage commissions, underwriting and other fees and expenses related to such Asset Sale,

        (c) provision for minority interest holders in any Restricted Subsidiary as a result of such Asset Sale,

        (d) repayment of Indebtedness that is secured by the assets subject to such Asset Sale or otherwise required to be repaid in connection with such Asset Sale, and

        (e) deduction of appropriate amounts to be provided by Parent or a Restricted Subsidiary as a reserve, in accordance with GAAP, against any liabilities associated with the assets sold or disposed of in such Asset Sale and retained by Parent or a Restricted Subsidiary after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with the assets sold or disposed of in such Asset Sale; and

        (2) promissory notes and other noncash consideration received by Parent or any Restricted Subsidiary from such Asset Sale or other disposition upon the liquidation or conversion of such promissory notes or noncash consideration into cash.

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        "Attributable Indebtedness" in respect of a Sale and Lease-Back Transaction means, as at the time of determination, the greater of:

        (1) the fair value of the property subject to such arrangement; and

        (2) the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended).

        "Available Asset Sale Proceeds" means, with respect to any Asset Sale, the aggregate Asset Sale Proceeds from such Asset Sale that have not been applied in accordance with clauses (3)(a) or (3)(b) of the first paragraph under "—Certain Covenants—Limitation on Asset Sales" above, and which have not yet been the basis for an Excess Proceeds Offer in accordance with the second paragraph under "—Certain Covenants—Limitation on Asset Sales" above.

        "Bank Indebtedness" means Senior Indebtedness under the Senior Credit Facility.

        "Board of Directors" means, as to any Person, the board of directors of such Person or any duly authorized committee thereof.

        "Capital Stock" means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, partnership or limited liability company interests or any other participation, right or other interest in the nature of an equity interest in such Person including, without limitation, Common Stock and Preferred Stock of such Person, or any option, warrant or other security convertible into any of the foregoing.

        "Capitalized Lease Obligations" means with respect to any Person, Indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP, and the amount of such Indebtedness will be the capitalized amount of such obligations determined in accordance with GAAP.

        "Cash Equity Contribution" means the issuance by Parent of its Common Stock for gross proceeds of $223.6 million, which will be contributed to the equity capital of Couche-Tard U.S. L.P. to consummate the Acquisition.

        "Cash Equivalents" means

        (1) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or the Canadian Federal Government or issued by any agency or instrumentality thereof and backed by the full faith and credit of the United States or Canada, in each case maturing within one year from the date of acquisition thereof;

        (2) marketable direct obligations issued by any state of the United States of America or any province of Canada or any political subdivision of any such state or province or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P") or Moody's Investors Service, Inc. ("Moody's"); provided, that in the case of any province of Canada or any subdivision or public instrumentality theoref, in the event any such obligation is not rated by S&P or Moody's, such obligation will have the highest rating from Dominion Bond Rating Service Limited ("DBRS");

        (3) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody's or R-1 (high) from DBRS;

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        (4) certificates of deposit or bankers' acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or Canada or any state or province thereof or the District of Columbia or any U.S. or Canadian branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than US$250,000,000;

        (5) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above; and

        (6) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above.

        A "Change of Control" of Parent will be deemed to have occurred at such time as

        (1) any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a "Group"), other than a Permitted Holder, becomes the beneficial owner (as defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act, except that a Person will be deemed to have "beneficial ownership" of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time) of more than 50% of the total voting power of Parent's Capital Stock;

        (2) there is consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Parent and its Restricted Subsidiaries taken as a whole to any Person or Group, together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the Indenture) other than to the Permitted Holders;

        (3) there is consummated any consolidation or merger of Parent in which Parent is not the continuing or surviving Person or pursuant to which the Common Stock of Parent would be converted into cash, securities or other property, other than a merger or consolidation of Parent in which the holders of the Capital Stock of Parent outstanding immediately prior to the consolidation or merger hold, directly or indirectly, at least a majority of the Capital Stock of the surviving corporation immediately after such consolidation or merger;

        (4) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of Parent has been approved by a majority of the directors then still in office who either were directors at the beginning of such period or whose election or recommendation for election was previously so approved) cease to constitute a majority of the Board of Directors of Parent; or

        (5) the approval by the holders of Capital Stock of Parent or either Issuer of any plan or proposal for the liquidation or dissolution of Parent or either Issuer (whether or not otherwise in compliance with the provisions of the Indenture).

        "Circle K" means The Circle K Corporation.

        "Closing Date" means the closing date of the Acquisition.

        "Commission" means the United States Securities and Exchange Commission.

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        "Common Stock" of any Person means all Capital Stock of such Person that is generally entitled to:

        (1) vote in the election of directors of such Person; or

        (2) if such Person is not a corporation, vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management and policies of such Person.

        "Consolidated Fixed Charge Coverage Ratio" means, with respect to any Person, the ratio of EBITDA of such Person during the four full fiscal quarters (the "Four Quarter Period") ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the "Transaction Date") to Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, "EBITDA" and "Consolidated Fixed Charges" will be calculated after giving effect on a pro forma basis for the period of such calculation to:

        (1) the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries or the issuance or redemption or other repayment of Preferred Stock of any such Restricted Subsidiary (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness and, in the case of any Restricted Subsidiary, the issuance or redemption or other repayment of Preferred Stock (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment or issuance or redemption or other repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

        (2) any Asset Sales or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any EBITDA (provided that such EBITDA will be included only to the extent that Consolidated Net Income would be includable pursuant to the definition of "Consolidated Net Income") (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X of the Exchange Act) attributable to the assets which are the subject of the Asset Acquisition or Asset Sale during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period.

If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence will give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness. Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio,"

        (1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter will be deemed to have

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accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date;

        (2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and

        (3) notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by one or more agreements in respect of Hedging Obligations, will be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

        "Consolidated Fixed Charges" means, with respect to any Person, for any period, the sum, without duplication, of:

        (1) Consolidated Interest Expense, plus

        (2) the product of

        (a) the amount of all dividend payments (whether or not in cash) on any series of Preferred Stock of such Person and its Restricted Subsidiaries (other than dividends paid in Capital Stock (other than Disqualified Capital Stock) and dividends paid to such Person or its Restricted Subsidiaries) paid, accrued or scheduled to be paid or accrued during such period times

        (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local tax rate of such Person, expressed as a decimal.

        "Consolidated Interest Expense" means, with respect to any Person, for any period, the aggregate amount of interest expense which, in conformity with GAAP, would be set forth opposite the caption "interest expense" or any like caption on an income statement for such Person and its Restricted Subsidiaries on a consolidated basis including, but not limited to (without duplication),

        (1) imputed interest included in Capitalized Lease Obligations;

        (2) one-third of the obligations for rental payments made during such period under operating leases entered into as part of a Sale and Leaseback Transaction consummated after the Issue Date;

        (3) all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing;

        (4) the net payment obligations associated with Hedging Obligations;

        (5) amortization of financing fees and expenses and the write-off of deferred financing costs;

        (6) the interest portion of any deferred payment obligation if any;

        (7) amortization of discount or premium, if any;

        (8) all non-cash interest expense (other than interest amortized to cost of sales);

        (9) all capitalized interest for such period; and

        (10) all interest incurred or paid under any guarantee of Indebtedness (including a guarantee of principal, interest or any combination thereof) of any Person.

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        "Consolidated Net Income" means, with respect to any Person, for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided, however, that:

        (1) the Net Income of any Person, other than a Restricted Subsidiary of the referent Person, will be included only to the extent of the amount of dividends or distributions paid to the referent Person or a Restricted Subsidiary of such referent Person;

        (2) the Net Income (but not to the extent Net Income represents a loss) of any Restricted Subsidiary of the Person in question that is subject to any restriction or limitation on the payment of dividends or the making of other distributions will be excluded to the extent of such restriction or limitation;

        (3) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded;

        (4) any net gain or loss resulting from an Asset Sale by the Person in question or any of its Restricted Subsidiaries other than in the ordinary course of business will be excluded;

        (5) extraordinary gains and losses will be excluded;

        (6) income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued) will be excluded; and

        (7) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person's assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets will be excluded.

        "Consolidated Net Tangible Assets" means, with respect to Parent, the total of all assets appearing on the consolidated balance sheet of Parent and its Restricted Subsidiaries, as determined on a consolidated basis in accordance with GAAP, but excluding (i) the book amount of all intangible assets, (ii) all depreciation, valuation and other reserves, (iii) current liabilities, (iv) any minority interest in the stock and surplus of Restricted Subsidiaries, (v) investments in Persons that are not Restricted Subsidiaries, (vi) deferred income liabilities and (vii) other items deductible under GAAP.

        "Consolidated Net Worth" of any Person means the consolidated stockholders' equity of such Person, determined on a consolidated basis in accordance with GAAP, less (without duplication) amounts attributable to Disqualified Capital Stock of such Person.

        "Default" means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

        "Designated Sale and Lease-Back Transaction" means the proposed Sale and Lease-Back Transactions of properties of Circle K and/or any one or more of its Subsidiaries as described in the offering memorandum of the Issuers dated December 11, 2003 resulting in Attributable Indebtedness not to exceed US$330 million.

        "Designated Senior Indebtedness," as to the Issuers, Parent or any Guarantor, as the case may be, means

        (1)   any Bank Indebtedness; and

        (2)   after all Bank Indebtedness has been paid in cash in full (unless otherwise agreed upon by the requisite lenders under such Bank Indebtedness) any other Senior Indebtedness which at the time of determination exceeds US$25 million in aggregate principal amount (or accreted value in the case of Indebtedness issued at a discount) outstanding or available under a committed facility, which is specifically designated in the instrument evidencing such Senior Indebtedness as "Designated Senior Indebtedness" by such Person and as to which the Trustee has been given written notice of such designation.

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        "Disqualified Capital Stock" means any Capital Stock of a Person or a Restricted Subsidiary thereof which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the maturity date of the Notes, for cash or securities constituting Indebtedness. Without limitation of the foregoing, Disqualified Capital Stock will be deemed to include any Preferred Stock of a Person or a Restricted Subsidiary of such Person, with respect to either of which, under the terms of such Preferred Stock, by agreement or otherwise, such Person or Restricted Subsidiary is obligated to pay current dividends or distributions in cash during the period prior to the maturity date of the Notes; provided, however, that Preferred Stock of a Person or any Restricted Subsidiary thereof that is issued with the benefit of provisions requiring a change of control or asset sale offer to be made for such Preferred Stock in the event of a change of control or asset sale of such Person or Restricted Subsidiary which provisions have substantially the same effect as the provisions described under "—Change of Control Offer" and "—Certain Covenants—Limitation on Asset Sales," respectively, above, will not be deemed to be Disqualified Capital Stock solely by virtue of such provisions.

        "EBITDA" means, with respect to any Person and its Restricted Subsidiaries, for any period, an amount equal to:

        (1)   the sum of:

        (a)   Consolidated Net Income for such period, plus

        (b)   the provision for taxes for such period based on income or profits to the extent such income or profits were included in computing Consolidated Net Income and any provision for taxes utilized in computing net loss under clause (a) hereof, plus

        (c)   Consolidated Interest Expense for such period, plus

        (d)   depreciation for such period on a consolidated basis, plus

        (e)   amortization for such period on a consolidated basis, plus

        (f)    any other non-cash items reducing Consolidated Net Income for such period, other than non-cash items that represent accruals of, or reserves for, cash disbursements to be made in any future period; minus

        (2)   all non-cash items increasing Consolidated Net Income for such period,

all for such Person and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

        "fair market value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value will be determined by Parent acting reasonably and in good faith.

        "GAAP" means generally accepted accounting principles consistently applied as in effect in Canada from time to time.

"Guarantee" means the guarantee by each Guarantor of the obligations of the Issuers with respect to the Notes.

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"Guarantor" means the issuer at any time of a Guarantee (so long as such Guarantee remains outstanding).

"Hedging Obligations" means, with respect to any Person, the net payment obligations of such Person under (a) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (b) other agreements or arrangements entered into in order to protect such Person against fluctuations in commodity prices, interest rates or currency exchange rates.

        "Holder" means a Person in whose name a Note is registered on the Registrar's books.

        "incur" means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, guarantee or otherwise become liable in respect of such Indebtedness or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Indebtedness or other obligation on the balance sheet of such Person (and "incurrence," "incurred," "incurrable" and "incurring" will have meanings correlative to the foregoing); provided that a change in GAAP that results in an obligation of such Person that exists at such time becoming Indebtedness will not be deemed an incurrence of such Indebtedness.

        "Indebtedness" means (without duplication), with respect to any Person, any indebtedness at any time outstanding, secured or unsecured, contingent or otherwise, which is for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), or evidenced by bonds, notes, debentures or similar instruments or representing the balance deferred and unpaid of the purchase price of any property if and to the extent any of the foregoing indebtedness would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP, and will also include, to the extent not otherwise included

        (1)   any capitalized lease obligations of such Person;

        (2)   obligations secured by a Lien to which the property or assets owned or held by such Person is subject, whether or not the obligation or obligations secured thereby have been assumed;

        (3)   guarantees of (or obligations with respect to letters of credit supporting) items of other Persons which would be included within this definition for such other Persons (whether or not such items would appear upon the balance sheet of the guarantor);

        (4)   all obligations for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction;

        (5)   Disqualified Capital Stock of such Person or any Restricted Subsidiary thereof and any Preferred Stock of a Restricted Subsidiary of such Person incurred under "—Certain Covenants—Limitation on Preferred Stock of Restricted Subsidiaries" above; and

        (6)   hedging obligations of any such Person applicable to any of the foregoing (if and to the extent such hedging obligations would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP).

The amount of Indebtedness of any Person at any date will be the outstanding balance at such date of all unconditional obligations as described above and, with respect to guarantees, the maximum liability of the obligation guaranteed; provided that

        (1)   the amount outstanding at any time of any Indebtedness issued with original issue discount is the principal amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP; and

        (2)   Indebtedness will not include

        (a)   any liability for federal, state, local or other taxes, and

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        (b)   any accounts payable, trade payables and other accrued liabilities arising from the purchase of goods or materials or for services obtained in the ordinary course of business.

        "Independent Financial Advisor" means an investment banking firm of national reputation in the United States or Canada which, in the judgment of the Board of Directors of Parent, is independent and qualified to perform the task for which it is to be engaged.

        "Investments" means, with respect of any Person, directly or indirectly, any advance, account receivable (other than an account receivable arising in the ordinary course of business of such Person), loan or capital contribution to (by means of transfers of property to others, payments for property or services for the account or use of others or otherwise), the purchase of any Capital Stock, bonds, notes, debentures, partnership or joint venture interests or other securities of, the acquisition, by purchase or otherwise, of all or substantially all of the stock or other evidence of beneficial ownership of, any Person or the making of any other investment in any Person. Investments exclude:

        (1)   extensions of trade credit on commercially reasonable terms in accordance with normal trade practices of such Person; and

        (2)   the repurchase of securities of any Person by such Person.

(1) For the purposes of the "Limitation on Restricted Payments" covenant, "Investments" (a) include and are valued at the fair market value of the net assets of any Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary and (b) exclude the fair market value of the net assets of any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, that, in no event may such amount exceed the net amount of any Investments constituting Restricted Payments made in such Subsidiary after the Issue Date; and (2) other than for purposes of determining the amount of Restricted Payments made since the Issue Date to determine compliance with the covenant under "—Limitation on Restricted Payments," the amount of any Investment will be the original cost of such Investment plus the cost of all additional Investments by Parent or any Restricted Subsidiary, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment, reduced by the (i) amount returned in cash with respect to such Investment whether through interest payments, principal payments, dividends or other distributions and (ii) proceeds received by Parent or any Restricted Subsidiary from the disposition, retirement or redemption of all or any portion of such Investment; provided that the aggregate of all such reductions may not exceed the amount of such initial Investment plus the cost of all additional Investments; provided, further, that no such payment of distributions or receipt of any such other amounts may reduce the amount of any Investment if such payment of distributions or receipt of any such amounts would be included in Consolidated Net Income. If Parent or any Restricted Subsidiary sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Restricted Subsidiary would no longer constitute a Subsidiary of Parent, Parent will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of.

        "Issue Date" means December 17, 2003, the date the outstanding Notes were first issued by the Issuers and authenticated by the Trustee under the Indenture.

        "Lien" means, with respect to any property or assets of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement, encumbrance, preference, priority, or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property or assets (including without limitation, any Capitalized Lease Obligation, conditional sales, or other title retention agreement having substantially the same economic effect as any of the foregoing).

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        "Net Income" means, with respect to any Person, for any period, the net income (loss) of such Person determined in accordance with GAAP.

        "Net Proceeds" means:

        (1)   in the case of any sale of Capital Stock by or equity contribution to any Person, the aggregate net cash proceeds received by such Person, after payment of expenses, commissions and the like incurred in connection therewith;

        (2)   in the case of any exchange, exercise, conversion or surrender of outstanding securities of any kind for or into shares of Capital Stock of Parent which is not Disqualified Capital Stock, the net book value of such outstanding securities on the date of such exchange, exercise, conversion or surrender (plus any additional amount required to be paid by the holder to such Person upon such exchange, exercise, conversion or surrender, less any and all payments paid to the holders, e.g., on account of fractional shares and less all expenses incurred by such Person in connection therewith); and

        (3)   in the case of any issuance of any Indebtedness by Parent or any Restricted Subsidiary, the aggregate net cash proceeds received by such Person after the payment of expenses, commissions, underwriting discounts and the like incurred in connection therewith.

        "Non-Payment Default" means any event (other than a Payment Default) the occurrence of which entitles one or more Persons to accelerate the maturity of any Designated Senior Indebtedness.

        "Pari Passu Indebtedness" means:

        (1)   with respect to either Issuer, any Indebtedness which ranks pari passu in right of payment to the Notes; and

        (2)   with respect to any Guarantor, any Indebtedness which ranks pari passu in right of payment to such Guarantor's Guarantee of the Notes.

        "Paying Agent" means any office or agency where the Notes and the Guarantees may be presented for payment.

        "Payment Default" means any default, whether or not any requirement for the giving of notice, the lapse of time or both, or any other condition to such default becoming an event of default has occurred, in the payment of principal of or premium, if any, or interest on or any other amount payable in connection with Designated Senior Indebtedness (whether at stated maturity upon acceleration or otherwise).

        "Permitted Holders" means (i) Alain Bouchard, (ii) Richard Fortin, (iii) Réal Plourde, (iv) Jacques D'Amours, (v) the spouse, children or other lineal descendants (whether adoptive or biological) of any individual named in clauses (i)-(iv) above, (vi) any revocable or irrevocable intervivos or testamentary trust or the probate estate of any individual named in clauses (i)-(v) above, so long as one or more of the foregoing individuals named in clauses (i)-(v) above is the principal beneficiary of such trust or probate estate and (vii) any corporation or other entity all of the equity interests of which are held, directly or indirectly, by, or for the benefit of, one or more of the foregoing individuals or trusts specified in clause (i)-(vi) above.

        "Permitted Indebtedness" means:

        (1)   Indebtedness of Parent or any Restricted Subsidiary arising under or in connection with the Senior Credit Facility in an aggregate principal amount outstanding at any time not to exceed $840 million less (x) any mandatory prepayment or scheduled repayment actually made thereunder (to the extent, in the case of payments of revolving credit borrowings, that the corresponding commitments have been permanently reduced) (other than mandatory or scheduled repayments

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made with the proceeds of any permitted Refinancings thereof) and (y) the amount of any such Indebtedness permanently retired with the Asset Sale Proceeds of any Asset Sale (including any Designated Sale and Lease-Back Transaction) applied from and after the Issue Date to reduce the amounts outstanding thereunder pursuant to the covenant described under "—Limitation on Asset Sales";

        (2)   Indebtedness under the Indenture and the Notes and the Guarantees issued on the Issue Date;

        (3)   Indebtedness not covered by any other clause of this definition which is outstanding on the Issue Date reduced by the amount of any mandatory prepayments, permanent reductions or scheduled payments actually made thereunder;

        (4)   Indebtedness of Parent to any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary to Parent or another Restricted Subsidiary; provided, however, that:

        (a)   (i) if any Issuer is the obligor on such Indebtedness or (ii) any Guarantor is the obligor on such Indebtedness, other than if the Indebtedness is owed to an Issuer or a Guarantor, then, in each case, such Indebtedness must be expressly subordinate in right of payment to the prior payment in full in cash of all obligations with respect to the Notes, in the case of an Issuer, or the Guarantee of such Guarantor, in the case of a Guarantor; and

        (b)   if as of any date any Person other than Parent or a Restricted Subsidiary of Parent owns or holds any such Indebtedness, such date will be deemed to be the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness;

        (5)   Purchase Money Indebtedness and Capitalized Lease Obligations incurred to acquire property in the ordinary course of business which Purchase Money Indebtedness and Capitalized Lease Obligations do not in the aggregate exceed the greater of (x) $35 million or (y) 3% of Parent's Consolidated Net Tangible Assets at the time of the incurrence thereof;

        (6)   Indebtedness of Parent or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness is extinguished within five business days of incurrence;

        (7)   the incurrence by Parent or any Restricted Subsidiary of Hedging Obligations that are incurred in the ordinary course of business of Parent or such Restricted Subsidiary and not for speculative purposes; provided that, in the case of any Hedging Obligation that relates to:

        (a)   interest rate risk, the notional principal amount of such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such Hedging Obligation relates; and

        (b)   currency risk, such Hedging Obligation does not increase the Indebtedness of Parent and the Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

        (8)   Refinancing Indebtedness;

        (9)   Attributable Indebtedness in respect of the Designated Sale and Lease-Back Transaction; and

        (10) additional Indebtedness of Parent and the Restricted Subsidiaries not to exceed $65 million in aggregate principal amount at any one time outstanding.

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        "Permitted Investments" means Investments made on or after the Issue Date consisting of:

        (1)   Investments by Parent or any Restricted Subsidiary in Parent or any Restricted Subsidiary;

        (2)   Investments by Parent or any Restricted Subsidiary, in a Person, if as a result of such Investment:

        (a)   such Person becomes a Restricted Subsidiary of Parent or

        (b)   such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Parent or a Restricted Subsidiary thereof;

        (3)   Investments in cash and Cash Equivalents;

        (4)   reasonable and customary loans made to employees in connection with their relocation not to exceed $2 million in the aggregate at any one time outstanding;

        (5)   an Investment that is made by Parent or any Restricted Subsidiary in the form of any Capital Stock, bonds, notes, debentures, partnership or joint venture interests or other securities that are issued by a third party to Parent or such Restricted Subsidiary solely as partial consideration for the consummation of an Asset Sale that is otherwise permitted under "—Certain Covenants—Limitation on Asset Sales" above;

        (6)   Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

        (7)   Hedging Obligations entered into in the ordinary course of Parent's and the Restricted Subsidiaries' business and not for speculative purposes; and

        (8)   additional Investments not to exceed $35 million at any one time outstanding.

        "Permitted Junior Securities" means equity securities or subordinated debt securities of either Issuer as reorganized or readjusted or securities of either Issuer or any other company, trust, corporation or partnership provided for by a plan of reorganization or readjustment, that, in the case of any such subordinated debt securities, are junior or the payment of which is otherwise subordinate, at least to the extent provided in the Indenture with respect to the Notes, to the payment and satisfaction in full in cash of all Senior Indebtedness of such Issuer at the time outstanding, and to the payment of all securities issued in exchange therefor, to the holders of the Senior Indebtedness at the time outstanding.

        "Permitted Liens" means:

        (1)   Liens on property or assets of, or any shares of Capital Stock of or secured Indebtedness of, any Person existing at the time such Person becomes a Restricted Subsidiary or at the time such Person is merged into Parent or any Restricted Subsidiary; provided that such Liens:

        (a)   are not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or merging into Parent or any Restricted Subsidiary, and

        (b)   do not extend to or cover any property, assets, Capital Stock or Indebtedness other than those of such Person at the time such Person becomes a Restricted Subsidiary or is merged into Parent or any Restricted Subsidiary;

        (2)   Liens securing Senior Indebtedness of Parent or any Restricted Subsidiary that is outstanding on the Issue Date or that is incurred in compliance with "—Certain Covenants—Limitation on Additional Indebtedness" above;

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        (3)   Liens existing on the Issue Date;

        (4)   Liens securing the Notes and the Guarantees;

        (5)   Liens securing Refinancing Indebtedness; provided that any such Lien does not extend to or cover any property, asset, Capital Stock or Indebtedness other than the property, asset, Capital Stock or Indebtedness so refunded, refinanced or extended;

        (6)   Liens in favor of Parent or any Restricted Subsidiary;

        (7)   Liens to secure Purchase Money Indebtedness that is otherwise permitted under the Indenture; provided that:

        (a)   the principal amount of the Indebtedness secured by such Lien does not exceed 100% of the purchase price, or the cost of installation, construction or improvement, of the property or asset to which such Purchase Money Indebtedness relates,

        (b)   such Lien does not extend to or cover any Property or asset other than such item of property or asset and any improvements on such property or asset, and

        (c)   such Lien is created within 90 days of such acquisition or the completion of such installation, construction or improvement, as the case may be;

        (8)   statutory liens or landlords', carriers', warehouseman's, mechanics', suppliers', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which do not secure any Indebtedness and with respect to amounts not yet delinquent or being contested in good faith by appropriate proceedings, if a reserve or other appropriate provision, if any, as is required in conformity with GAAP has been made therefor;

        (9)   Liens for taxes, assessments or governmental charges that are not at the time delinquent or due or that are being contested in good faith by appropriate proceedings;

        (10) Liens securing Capitalized Lease Obligations permitted to be incurred under clause (5) of the definition of "Permitted Indebtedness"; provided that such Lien does not extend to any property other than that subject to the underlying lease;

        (11) easements, rights-of-way, servitudes, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of Parent, any Issuer or any Restricted Subsidiary;

        (12) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (1) through (11); provided, however, that such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property);

        (13) Liens incurred or deposits made in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or performance bonds;

        (14) judgment Liens in existence for less than 45 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and which do not otherwise result in an Event of Default;

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        (15) Liens resulting from the right reserved to or vested in any Governmental Authority by any statutory provision, or by the terms of any lease, license, franchise, grant or permit of Parent or any Restricted Subsidiary, to terminate any such lease, license, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof;

        (16) undetermined or inchoate Liens (including priority claims) which do not secure Indebtedness and which have not at such time been filed or registered in accordance with applicable law or which relate to obligations not due or delinquent; and

        (17) other Liens that do not secure Indebtedness in an amount not to exceed $10 million at any time.

        "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government (including any agency or political subdivision thereof).

        "Preferred Stock" means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to dividends, distributions or liquidation proceeds of such Person over the holders of other Capital Stock issued by such Person.

        "Public Equity Offering" means a public offering by Parent of shares of its Common Stock (however designated and whether voting or non-voting) the net proceeds of which are contributed to the Company.

        "Purchase Money Indebtedness" means Indebtedness of any Person incurred in the normal course of business of such Person for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement of, any property or asset.

        "Refinancing Indebtedness" means Indebtedness (other than Bank Indebtedness) that refunds, refinances or extends ("Refinances") any Indebtedness of Parent or any Restricted Subsidiary outstanding on the Issue Date or other Indebtedness (other than Bank Indebtedness) permitted to be incurred by Parent or the Restricted Subsidiaries pursuant to the terms of the Indenture, but only to the extent that

        (1)   the Refinancing Indebtedness is subordinated to the Notes to at least the same extent as the Indebtedness being refunded, refinanced or extended, if at all;

        (2)   the Refinancing Indebtedness is scheduled to mature either

        (a)   no earlier than the Indebtedness being refunded, refinanced or extended, or

        (b)   after the maturity date of the Notes;

        (3)   the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Indebtedness being refunded, refinanced or extended that is scheduled to mature on or prior to the maturity date of the Notes;

        (4)   such Refinancing Indebtedness is in an aggregate principal amount that is equal to or less than the sum of:

        (a)   the aggregate principal amount then outstanding under the Indebtedness being refunded, refinanced or extended,

        (b)   the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of preexisting prepayment provisions on such Indebtedness being refunded, refinanced or extended, and

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        (c)   the amount of customary fees, expenses and costs related to the incurrence of such Refinancing Indebtedness; and

        (5)   such Refinancing Indebtedness is incurred only by the same Person that initially incurred the Indebtedness being refunded, refinanced or extended.

        "Restricted Payment" means any of the following:

        (1)   the declaration or payment of any dividend or any other distribution or payment on Capital Stock of Parent or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their capacities as such) of Capital Stock of Parent or any Restricted Subsidiary (other than (a) dividends or distributions payable solely in Capital Stock (other than Disqualified Capital Stock) or in options, warrants or other rights to purchase such Capital Stock (other than Disqualified Capital Stock), and (b) in the case of Restricted Subsidiaries, dividends or distributions payable to Parent or to a Restricted Subsidiary and pro rata dividends or distributions payable to the other holders of Common Stock of such Restricted Subsidiary);

        (2)   the purchase, redemption or other acquisition or retirement for value of any Capital Stock of Parent or any Restricted Subsidiary (other than Capital Stock owned by Parent or a Restricted Subsidiary, excluding Disqualified Capital Stock) or any option, warrants or other rights to purchase such Capital Stock;

        (3)   the making of any principal payment on, or the purchase, defeasance, repurchase, redemption or other acquisition or retirement for value, prior to any scheduled maturity, scheduled repayment or scheduled sinking fund payment, of any Indebtedness which is subordinated in right of payment to the Notes or any Guarantee (other than subordinated Indebtedness acquired in anticipation of satisfying a scheduled sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of acquisition);

        (4)   the making of any Investment or guarantee of any Investment in any Person other than a Permitted Investment; and

        (5)   any designation of a Subsidiary as an Unrestricted Subsidiary (valued at the fair market value of the net assets of such Restricted Subsidiary on the date of designation).

        "Restricted Subsidiary" means a Subsidiary of Parent (including, without limitation, the Issuers) other than an Unrestricted Subsidiary and includes all of the Subsidiaries of Parent existing as of the Issue Date. The Board of Directors of Parent may designate any Unrestricted Subsidiary as a Restricted Subsidiary if immediately after giving effect to such action (and treating any Acquired Indebtedness as having been incurred at the time of such action):

        (1)   Parent could have incurred at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to "—Certain Covenants—Limitation on Additional Indebtedness" above; and

        (2)   no Default or Event of Default has occurred and is continuing or results therefrom.

        "Sale and Lease-Back Transaction" means any arrangement with any Person providing for the leasing by Parent or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by Parent or such Restricted Subsidiary to such Person in contemplation of such leasing.

        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

        "Senior Credit Facility" means the Credit Agreement dated as of December 17, 2003, among Parent, certain of Parent's Subsidiaries, the lenders party thereto in their capacities as lenders

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thereunder and certain lenders party thereto in their capacities as agents thereunder, together with the related documents thereto (including, without limitation, any notes, guarantee agreements and mortgages, hypotecs and other security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including, without limitation, any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder (provided that such increase in borrowings is permitted under "—Certain Covenants—Limitation on Additional Indebtedness" above) or adding Restricted Subsidiaries as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

        "Senior Indebtedness" means the principal of and premium, if any, and interest on (including, without limitation, any interest accruing subsequent to the filing of a petition (or similar initiating action) in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) due pursuant to the terms of all agreements, documents and instruments providing for, creating, securing or evidencing or otherwise entered into in connection with:

        (1)   all Indebtedness of the Issuers or any Guarantor owed to lenders under the Senior Credit Facility;

        (2)   all obligations of the Issuers or any Guarantor with respect to Hedging Obligations;

        (3)   all obligations of the Issuers or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

        (4)   all other Indebtedness of the Issuers or any Guarantor which does not provide that it is to rank pari passu with or subordinate to the Notes or the Guarantee of such Guarantor, as the case may be; and

        (5)   all deferrals, renewals, extensions and refundings of, and amendments, modifications and supplements to, any of the Senior Indebtedness described above.

        Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness will not include:

        (1)   Indebtedness of the Issuers or any Guarantor to any of their respective Subsidiaries, or to any Affiliate of such Issuer or such Guarantor or any of such Affiliate's Subsidiaries;

        (2)   Indebtedness represented by the Notes and the Guarantees;

        (3)   any Indebtedness which by the express terms of the agreement or instrument creating, evidencing or governing the same is junior or subordinate in right of payment to any item of Senior Indebtedness;

        (4)   any trade payable arising from the purchase of goods or materials or for services obtained in the ordinary course of business;

        (5)   Indebtedness incurred in violation of the Indenture; provided, however, that such Indebtedness shall be deemed not to have been incurred in violation of the Indenture for purposes of this clause (5), if such Indebtedness consists of Bank Indebtedness and the holder(s) of such Indebtedness or their agent or representative (x) had no actual knowledge at the time of incurrence that the incurrence of such Indebtedness violated the Indenture and (y) shall have received a certificate from an officer of Parent to the effect that the incurrence of such Indebtedness does not violate the provisions of the Indenture;

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        (6)   Indebtedness represented by Disqualified Capital Stock; and

        (7)   any Indebtedness to or guaranteed on behalf of, any shareholders, director, officer or employee of any Issuer or any Guarantor.

        "Significant Subsidiary" with respect to any Person means any Restricted Subsidiary of such Person that satisfies the criteria for a "significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act, as in effect on the Issue Date.

        "Subsidiary" of any specified Person means any corporation, partnership, limited liability company, joint venture, association, trust or other business entity, whether now existing or hereafter organized or acquired,

        (1)   in the case of a corporation, of which more than 50% of the total voting power of the Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, officers or trustees thereof is held by such first-named Person or any of its Subsidiaries; or

        (2)   in the case of a partnership, limited liability company, joint venture, association, trust or other business entity, with respect to which such first-named Person or any of its Subsidiaries has the power to direct or cause the direction of the management and policies of such entity by contract or otherwise or if in accordance with GAAP such entity is consolidated with the first-named Person for financial statement purposes.

        "Tax" means any tax, duty, assessment or governmental charge of whatever nature (or interest on, or penalties or other additions to, any of the foregoing) imposed or levied by or on behalf of, or within, Canada or any province or territory of Canada or any political subdivision or taxing authority of Canada or any province or territory of Canada.

        "Transactions" means, collectively, the following transactions to occur on or prior to the Closing Date: (1) the consummation of the Acquisition, with Circle K becoming a Wholly Owned Subsidiary of Couche-Tard U.S. L.P., (2) the execution and delivery of the credit agreement relating to the Senior Credit Facility and the initial borrowings thereunder, (3) the repayment of all amounts outstanding under Parent's existing credit facility, (4) the receipt of the Cash Equity Contribution and (5) the payment of all fees and expenses then due and owing that are required to be paid on or prior to the Closing Date in connection with these transactions and the offering of the Notes.

        "Unrestricted Subsidiary" means:

        (1)   any Subsidiary of an Unrestricted Subsidiary; and

        (2)   any Subsidiary of Parent (other than either Issuer) which is designated after the Issue Date as an Unrestricted Subsidiary by a board resolution of the Board of Directors of Parent;

provided that a Subsidiary may be so designated as an Unrestricted Subsidiary only if

        (a)   such designation is in compliance with "—Certain Covenants—Limitation on Restricted Payments" above;

        (b)   immediately after giving effect to such designation, Parent could have incurred at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to "Certain Covenants—Limitation on Additional Indebtedness" above;

        (c)   no Default or Event of Default has occurred and is continuing or results therefrom; and

        (d)   neither Parent nor any Restricted Subsidiary will at any time

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(i)

provide a guarantee of, or similar credit support to, any Indebtedness of such Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness),



(ii)

be directly or indirectly liable for any Indebtedness of such Subsidiary or



(iii)

be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of such Subsidiary (including any corresponding right to take enforcement action against such Subsidiary),

        except in the case of clause (i) or (ii) to the extent

(i)

that Parent or such Restricted Subsidiary could otherwise provide such a guarantee or incur such Indebtedness (other than as Permitted Indebtedness) pursuant to "—Certain Covenants—Limitation on Additional Indebtedness" above and



(ii)

the provision of such guarantee and the incurrence of such Indebtedness otherwise would be permitted under "—Certain Covenants—Limitation on Restricted Payments" above.

        The Trustee will be provided with an officers' certificate stating that such designation is permitted and setting forth the basis upon which the calculations required by this definition were computed, together with a copy of the board resolution adopted by the Board of Directors of Parent making such designation.

        Notwithstanding anything herein to the contrary, Parent may not at any time designate either Issuer to be an Unrestricted Subsidiary.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing

        (1)   the then outstanding aggregate principal amount of such Indebtedness into

        (2)   the sum of the total of the products obtained by multiplying

        (a)   the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by

        (b)   the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

        "Wholly Owned Subsidiary" means any Restricted Subsidiary, all of the outstanding voting securities (other than directors' qualifying shares) of which are owned, directly or indirectly, by Parent.

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Book-Entry, Delivery and Form

        The Notes will be represented by one or more notes in registered, global form without interest coupons (collectively, the "Global Notes"). The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company ("DTC"), and registered in the name of a nominee of DTC, in each case for credit to the accounts of participants in DTC, unless transferred to a person that takes delivery in the form of an interest in the corresponding Global Notes in accordance with the certification requirements described below. Beneficial interests in the Global Notes may not be exchanged for beneficial interests in the Global Notes at any time except in the limited circumstances described below.

        Except as set forth below, the Global Notes may be transferred, in whole but not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See "—Exchange of Book-Entry Notes for Certificated Notes".

        Transfer of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

        The notes may be presented for registration of transfer and exchange at the offices of the Registrar.

Depository Procedures

        The following description of the operations and procedures of DTC are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the systems or their participants directly to discuss these matters.

        DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of the Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interest and transfer of ownership interest of each actual purchaser of each security held by or on behalf of DTC are recorded on the records of the Participants and the Indirect Participants.

        DTC has also advised us that pursuant to procedures established by it, (a) upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the initial purchasers with portions of the principal amount of the Global Notes and (b) ownership of such interests in the Global Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).

        Investors in the Global Notes may hold their interests therein directly through DTC, if they are Participants in such system, or indirectly through organizations which are Participants in such system. All interests in a Global Note may be subject to the procedures and requirements of DTC.

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        The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons may be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants and certain banks, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests. For certain other restrictions on the transferability of the notes, see "—Exchange of Book-Entry Notes for Certificated Notes".

Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or holders thereof under the Indenture for any purpose.

        Payments in respect of the principal of (and premium, if any) and interest on a Global Note registered in the name of DTC or its nominee will be payable to DTC or its nominee in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, we and the trustee will treat the persons in whose names the notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, none of us, the initial purchasers, the trustee nor any of our agents or the agent of the initial purchasers or the trustee has or will have any responsibility or liability for (i) any aspect or accuracy of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership or (ii) any other matter relating to the actions and practices of DTC or any of the Participants or the Indirect Participants.

        DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date, in amounts proportionate to their respective holdings in principal amount of beneficial interests in the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of the Participants in identifying the beneficial owners of the notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the Global Notes for all purposes.

        Except for trades involving only Euroclear and Clearstream participants, interests in the Global Notes will trade in DTC's Same-Day Funds Settlement System and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and the Participants.

        Transfers between Participants in DTC will be effected in accordance with DTC's procedures and will be settled in same-day funds. Transfers between accountholders in Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

        Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the accountholders in DTC, on the one hand, and directly or indirectly through the Euroclear System ("Euroclear") or Clearstream Banking societe anonyme ("Clearstream") accountholders, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depository; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depository to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant

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Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream accountholders may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        Because of time zone differences, the securities account of a Euroclear or Clearstream accountholder purchasing an interest in a Global Note from an accountholder in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear or Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream accountholder to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

        DTC has advised us that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account with DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if any of the events described under "—Exchange of Book Entry Notes for Certificated Notes" occurs, DTC reserves the right to exchange the Global Notes for legended notes in certificated form and to distribute such notes to its Participants.

        The information in this section concerning DTC and its book-entry systems has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

        Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the Regulation S Global Note and in the Rule 144A Global Note among accountholders in DTC, it is under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. None of us, the initial purchasers or the trustee nor any of our agents or the agent of the initial purchasers or the trustee will have any responsibility for the performance by DTC or its participants, indirect participants or accountholders of their respective obligations under the rules and procedures governing their operations.

Exchange of Book-Entry Notes for Certificated Notes

        A Global Note is exchangeable for definitive notes in registered certificated form if (i) DTC (x) notifies us that it is unwilling or unable to continue as depository for the Global Note and we thereupon fail to appoint a successor depository or (y) has ceased to be a clearing agency registered under the Exchange Act, or (ii) there shall have occurred and be continuing a Default or an Event of Default with respect to the notes. In all cases, certificated notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of DTC (in accordance with its customary procedures).

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REGISTRATION RIGHTS

        The summary herein of certain provisions of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Registration Rights Agreement, a copy of which will be available upon request to us.

        At the closing of the sale of the outstanding notes, we entered into a Registration Rights Agreement pursuant to which we agreed, for the benefit of the holders of the notes, that we will, at our cost,

1.

within 120 days after the issue date of the notes, file a registration statement (the "Exchange Offer Registration Statement") with the Securities and Exchange Commission with respect to a registered offer to exchange (the "Exchange Offer") the outstanding notes for notes, that will evidence the same continuing indebtedness as the notes and that will have substantially identical terms to the notes (the "Exchange Notes"), except that the Exchange Notes will not contain terms with respect to transfer restrictions, and will be guaranteed by the guarantors on substantially identical terms to the guarantees,



2.

within 210 days after the issue date of the notes, use our best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act. We agreed to offer the Exchange Notes in exchange for surrender of the notes upon the Exchange Offer Registration Statement being declared effective, and



3.

keep the Exchange Offer open for not less than 20 business days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to the holders of the notes. For each note surrendered to us pursuant to the Exchange Offer, the holder of such note will receive an Exchange Note having a principal amount equal to that of the surrendered note.

        Under existing Commission interpretations, the Exchange Notes will in general be freely transferable after the Exchange Offer without further registration under the Securities Act; provided that, in the case of broker-dealers, a prospectus meeting the requirements of the Securities Act be delivered as required. We have agreed for a period of 180 days after consummation of the Exchange Offer to make available a prospectus meeting the requirements of the Securities Act to any broker-dealer for use in connection with any resale of any such Exchange Notes acquired as described below. A broker-dealer that delivers such a prospectus to purchasers in connection with such resales will be subject to certain of the civil liability provisions under the Securities Act, and will be bound by the provisions of the Registration Rights Agreement (including certain indemnification rights and obligations).

        Each holder of notes that wishes to exchange such notes for Exchange Notes in the Exchange Offer will be required to make certain representations including representations that

1.

any Exchange Notes to be received by it will be acquired in the ordinary course of its business;



2.

it has no arrangement with any person to participate in the distribution of the Exchange Notes; and



3.

it is not an "affiliate", as defined in rule 405 of the Securities Act, of us or any of the guarantors, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

        If the holder is not a broker-dealer, it will be required to represent that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes. If the holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for notes that were acquired as a result of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes.

166

        In the event that applicable interpretations of the staff of the Commission do not permit us to effect such an Exchange Offer, or if for any other reason the Exchange Offer is not consummated within 240 days of the issue date of the notes or, under certain circumstances, if the initial purchasers shall so request, we will, at our own expense,

1.

as promptly as practicable, file a shelf registration statement covering resales of the notes (the "Shelf Registration Statement");



2.

use our best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act; and



3.

use our best efforts to keep effective the Shelf Registration Statement until the earlier of the disposition of the notes covered by the Shelf Registration Statement or two years after the issue date of the notes.

        We will, in the event of the Shelf Registration Statement, provide to each holder of the notes copies of the prospectus which is a part of the Shelf Registration Statement, notify each such holder when the Shelf Registration Statement for the notes has become effective and take certain other actions as are required to permit unrestricted resales of the notes, subject to certain exceptions. A holder of the notes that sells such notes pursuant to the Shelf Registration Statement generally would be required to be named as a selling securityholder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Exchange Offer Registration Rights Agreement which are applicable to such a holder (including certain indemnification rights and obligations).

        Although we have filed one of the registration statements described above, there can be no assurance that another registration statement will not need to be filed or, if filed, that such registration statement will become effective. If we fail to comply with the above provisions or if such registration statement fails to become effective, then, as liquidated damages, additional interest shall become payable in respect of the notes as follows:

1.

if (a) the Exchange Offer Registration Statement or Shelf Registration Statement is not filed within 120 days after the issue date of the notes or (b) notwithstanding that we have consummated or will consummate an Exchange Offer, we are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the date required by the Exchange Offer Registration Rights Agreement;



2.

if (a) an exchange offer registration statement or shelf registration statement is not declared effective within 210 days after the issue date of the notes or (b) notwithstanding that we have consummated or will consummate an exchange offer, we are required to file a shelf registration statement and such shelf registration statement is not declared effective by the commission on or prior to the 90th day following the date such shelf registration statement was filed; or



3.

if either (a) we have not exchanged the Exchange Notes for all notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 240th day after the issue date of the notes or (b) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (c) if applicable, the Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of the issue date of the notes under certain circumstances;

(each such event referred to in clauses (1) through (3) above is a "Registration Default"), the sole remedy available to holders of the notes will be the immediate assessment of additional interest ("Additional Interest") as follows: the per annum interest rate on the notes will increase by 0.25%, and the per annum interest rate will increase by an additional 0.25% for each subsequent 90-day period during which the Registration Default remains uncured, up to a maximum additional interest rate of 1.0% per annum in excess of the interest rate on the cover of this prospectus. All Additional Interest will be payable to holders of the notes in cash on each interest payment date, commencing with the first such date occurring after any such Additional Interest commences to accrue, until such Registration Default is cured. After the date on which such Registration Default is cured, the interest rate on the notes will revert to the interest rate originally borne by the notes (as shown on the cover of this prospectus).

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CERTAIN INCOME TAX CONSIDERATIONS

United States Income Tax Considerations

General

        The following is a general discussion of the material United States federal income tax considerations relating to the exchange by an initial, beneficial holder of the outstanding notes for exchange notes and ownership and disposition of the exchange notes. This discussion is based upon the Internal Revenue Code of 1986, as amended, existing and proposed Treasury Regulations, and judicial decisions and administrative interpretations thereunder as of the date hereof. All of these are subject to change, possibly with retroactive effect, or are subject to different interpretations. We cannot assure you that the Internal Revenue Service (the "IRS") will not challenge one or more of the tax considerations described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the United States federal tax considerations resulting from owning or disposing of the notes.

        In this discussion, we do not purport to address all tax considerations that may be important to a particular holder in light of the holder's circumstances or to certain categories of investors (such as certain financial institutions, insurance companies, tax-exempt organizations, dealers in securities, persons who hold notes through partnerships or other pass-through entities, U.S. expatriates, or persons who hold the notes as part of a hedge, conversion transaction, straddle or other risk reduction transaction) that may be subject to special rules. This discussion is limited to holders who hold the notes as capital assets. This discussion also does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction.

You are urged to consult your own tax advisor as to the particular tax considerations to you of the ownership and disposition of the notes, including the effect and applicability of state, local or foreign tax laws.

        As used herein, the term "U.S. holder" means a holder of notes that is any of the following:

1.

a citizen or resident alien individual of the United States for United States federal income tax purposes;



2.

a corporation created or organized in or under the laws of the United States or of any political subdivision thereof;



3.

an estate, the income of which is subject to United States federal income taxation regardless of its source; or



4.

a trust that either (1) is subject to the supervision of a court within the United States and which has one or more United States persons with authority to control all substantial decisions, or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

        As used herein, the term "non-U.S. holder" means any holder that is an individual, corporation, trust or estate other than a U.S. holder as defined above.

U.S. Holders

Stated Interest

        Stated interest on a note will be includable in your gross income as ordinary interest income in accordance with your usual method of accounting for tax purposes. As noted below under "—Canadian Tax Considerations for U.S. Investors", no Canadian withholding tax should be imposed on the interest payments of the notes. However, in the event that such withholding tax is imposed, you will be required to include in income Additional Amounts, if any, received as described above under "Description of the Notes—Additional Amounts", as well as any amounts withheld, notwithstanding that you do not

168

receive such amounts. In such event, you may be able to take the position that you are entitled to a foreign tax credit, subject to a number of complex rules and limitations. U.S. holders are urged to consult their own tax advisors regarding the availability of foreign tax credits to them.

Exchange Offer

        The exchange offer will not be taxable event to you, and you will not recognize any taxable gain or loss or any interest income as a result of the exchange.

Payments Upon Registration Default

        If an obligation to pay Additional Interest on the notes is triggered (see above under "Exchange Offer; Registration Rights"), we intend to take the position that such payments should be treated for United States federal income tax purposes as Additional Interest includible in income when such payments are made. However, there can be no assurance that the IRS will not propose a different method of taxing the payments of Additional Interest.

Redemption Prior to Maturity

        We may redeem the notes at certain times prior to their stated maturity. Also, under certain circumstances we may be required to offer to purchase some or all of the notes prior to their stated maturity. It is not anticipated that the possibility of any such redemption or purchase prior to maturity will affect the yield of the notes.

Market Discount

        If you acquire a note at a "market discount", some or all of any gain realized upon a disposition of, or full or partial principal payment on such note may be treated as ordinary income, as described below. "Market discount" is the excess (if any) of the principal amount of a note over your initial tax basis in the note. Such excess is not treated as market discount if it does not exceed a certain de minimis amount. Unless you have elected to include the market discount in income as it accrues, gain, if any, realized on a disposition or a full or partial principal payment of a note with market discount will be treated as ordinary income to the extent of the market discount that is treated as having accrued during the period you held such note. Gain may not be required to be recognized if you dispose of a note in connection with certain nonrecognition transactions.

        The amount of market discount treated as having accrued will be determined on a ratable basis unless you elect to accrue such discount on a constant interest basis. You may make that election with respect to any note but, once made, such election never may be revoked. Under the ratable accrual method, the accrued market discount on a note is an amount that bears the same ratio to the total market discount on the note as (A) the number of days you held the note bears to (B) the number of days after the date you acquired the note up to and including the date of maturity. In other words:

Accrued Market Discount		Number of Days Note Held
	=
Total Market Discount		Number of Days After Date of Acquisition to Date of Maturity

        Under the constant interest method, the accrued market discount is calculated using the purchased note's yield to maturity based on the purchase price. The yield to maturity is the interest rate at which the present value of all principal and interest payments to be made under the note equals the purchase price of the note. It must be constant over the term of the note.

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        You may elect to include market discount in income currently, on either a ratable or constant interest basis. If you make this election, you will not be required to recharacterize gain upon disposition as ordinary income as discussed above. Once made, this election will apply to all debt instruments acquired by you at a market discount during the taxable year for which the election is made, and all subsequent taxable years. This election may be revoked only with the consent of the IRS. If you make this election, your United States federal income tax basis in the note will be increased by the amount of the market discount that is included in income.

        Unless you elect to include market discount in income currently, you may be required to defer deductions for a portion of the interest paid on debt created to acquire such note. The amount deferred will not exceed the deferred market discount. The deferred amount will be deductible when the deferred market discount is realized.

Bond Premium

        If you purchase a note and immediately after the purchase your tax basis of the note exceeds the sum of all amounts payable on the note after the purchase date (other than payments of stated interest), the note will be treated as having been acquired with "bond premium". You may elect to amortize such bond premium over the remaining term of such note using the constant yield method as you take stated interest into account under your regular method of tax accounting (or, if it results in a smaller amount of amortizable bond premium, until an earlier call date).

        If bond premium is amortized, the amount of interest that must be included in your income for each period ending on an interest payment date or at the stated maturity of the note, as the case may be, will be reduced. The reduction will be equal to the portion of premium allocable to such period based on your yield to maturity with respect to the note as determined under the bond premium rules. If you elect to amortize bond premium, you must reduce your United States federal income tax basis in the note as described below under "—Sale, Exchange or Redemption of the Notes". If you do not elect to amortize bond premium, you must include the full amount of each interest payment as ordinary income in accordance with your regular method of tax accounting. You may receive a tax benefit (in the form of capital loss or reduced capital gain) from the premium only in computing your gain or loss upon the sale or disposition or payment of the principal amount of the note.

        An election to amortize bond premium will apply to amortizable bond premium on all notes and other bonds held at the beginning of your first taxable year to which the election applies or that are thereafter acquired. This election may be revoked only with the consent of the IRS.

Sale, Exchange or Redemption of the Notes

        Upon the disposition of a note by sale, exchange or redemption, you generally will recognize gain or loss equal to the difference between (i) the amount realized on the disposition (other than amounts attributable to accrued but unpaid interest not previously included in income) and (ii) your adjusted United States federal income tax basis in the note. Your adjusted United States federal income tax basis in a note generally will equal the cost of the note (other than any cost attributable to accrued interest as of the date you acquired the note), increased by any market discount you previously included in income, and decreased by payments received by you, other than payments of stated interest, and any bond premium amortized by you.

        Such gain or loss generally will constitute capital gain or loss and will be long-term capital gain or loss if you have held the note for longer than one year. Non-corporate taxpayers generally are subject to a maximum regular federal income tax rate of 15% on net long-term capital gains. The deductibility of capital losses is subject to certain limitations.

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Backup Withholding and Information Reporting

        Under the Internal Revenue Code, you may be subject, under certain circumstances, to information reporting and/or backup withholding, currently at a rate of 28%, with respect to cash payments in respect of the notes. This backup withholding applies only if you:

1.

fail to furnish your social security or other taxpayer identification number ("TIN") within a reasonable time after a request therefor,



2.

furnish an incorrect TIN,



3.

fail to report interest or dividends properly, or



4.

fail, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that the TIN provided is your correct number and that you are not subject to backup withholding.

        Any amount withheld from a payment under the backup withholding rules is allowable as a credit against your United States federal income tax liability (and may entitle you to a refund), provided that the required information is furnished to the IRS. Certain persons are exempt from backup withholding, including corporations and certain financial institutions. You should consult your tax advisor as to your qualification for exemption from backup withholding and the procedure for obtaining such exemption.

Non-U.S. Holders

United States Federal Withholding Tax

        In general, the United States imposes a 30% federal withholding tax (subject to reduction or elimination by treaty) on certain income of non-U.S. persons that is from U.S. sources and that is not "effectively connected" with the conduct of a trade or business in the United States.

        The 30% United States federal withholding tax will not apply to any payment of principal or interest made to non-U.S. holders provided that:

(1)

you do not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Internal Revenue Code and the Treasury Regulations;



(2)

you are not a controlled foreign corporation that is related to us through stock ownership;



(3)

you are not a bank whose receipt of interest on the notes is pursuant to a loan agreement entered into in the ordinary course of business; and



(4)

(a) you provide your name and address on an IRS Form W-8BEN (or successor form), and certify, under penalties of perjury, that you are not a United States person or (b) a financial institution holding the notes on your behalf certifies, under penalties of perjury, that it has received an IRS Form W-8BEN (or successor form) from the beneficial owner and provides us with a copy.

        If you cannot satisfy the requirements described above, payments of premium and interest made to you will be subject to the 30% United States federal withholding tax, unless you provide us with a properly executed (a) IRS Form W-8BEN (or successor form) claiming an exemption from (or a reduction of) withholding under the benefit of a tax treaty or (b) IRS Form W-8ECI (or successor form) stating that interest paid on the notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States.

        The 30% United States federal withholding tax generally will not apply to any gain that you realize on the sale, exchange, or other disposition of the notes.

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United States Federal Estate Tax

        Your estate will not be subject to United States federal estate tax on notes beneficially owned by you at the time of your death, provided that (1) you do not own 10% or more of the total combined voting power of all classes of our voting stock (within the meaning of the Internal Revenue Code and the Treasury Regulations) and (2) interest on that note would not have been, if received at the time of your death, effectively connected with the conduct by you of a trade or business in the United States.

United States Federal Income Tax

        If you are engaged in a trade or business in the United States and interest on the notes is effectively connected with the conduct of that trade or business (and, if a tax treaty applies, is attributable to a permanent establishment by you in the United States), you will be subject to United States federal income tax on the interest on a net income basis (although exempt from the 30% withholding tax) in the same manner as if you were a United States person as defined under the Internal Revenue Code. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year that are effectively connected with the conduct by you of a trade or business in the United States. For this purpose, interest on notes will be included in earnings and profits if so effectively connected.

        Any gain realized on the sale, exchange, or redemption of notes generally will not be subject to United States federal income tax unless:

(1)

the gain or income is effectively connected with the conduct of a trade or business in the United States by you, or



(2)

you are an individual who is present in the United States for 183 days or more in the taxable year of the disposition, and certain other conditions are met.

Information Reporting and Backup Withholding

        We must report annually to the IRS and to each non-U.S. holder on Form 1042-S the amount of interest paid on a note, regardless of whether withholding was required, and any tax withheld with respect to the interest. Under the provisions of an income tax treaty and any other applicable agreements, copies of these information returns may be made available to the tax authorities of the country in which the non-U.S. holder resides.

        In general, you will not be subject to backup withholding with respect to payments that we make to you provided that we do not have actual knowledge or reason to know that you are a United States person and we have received from you the statement described above under "—United States Federal Withholding Tax".

        In addition, you will not be subject to backup withholding and information reporting with respect to the proceeds of the sale of a note within the United States or conducted through certain U.S.-related financial intermediaries if the payor receives the statement described above and does not have actual knowledge or reason to know that you are a United States person, as defined under the Internal Revenue Code.

        Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against your United States federal income tax liability provided the required information is furnished to the IRS.

Canadian Tax Considerations for U.S. Holders

General

        This section summarizes the material Canadian federal income tax considerations under the Income Tax Act (Canada) (the "Canadian Tax Act") applicable to a "non-Canadian holder" of the

172

notes. For purposes of this summary, a non-Canadian holder is a beneficial owner of a note that acquires the note in an initial offering pursuant to the terms of this prospectus and who:

—

is not (and is not deemed to be) a resident of Canada,



—

deals at arm's length with the issuers, and



—

holds the note as capital property and does not use or hold notes in, or in the course of, carrying on business in Canada.

        Special rules not discussed in this summary may apply to you if you carry on an insurance business in Canada and elsewhere or you are an "authorized foreign bank" within the meaning of the Canadian Tax Act. Under the Canadian Tax Act, certain persons, in particular "financial institutions" as defined for these purposes, generally will not be allowed to treat the notes as capital property.

        This summary is based on the provisions of the Canadian Tax Act, the regulations thereunder and the tax convention between Canada and the United States (the "Tax Treaty") in force as of the date of this prospectus, proposed amendments to the Canadian Tax Act and the regulations (the "Proposed Amendments") publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of this prospectus and the current published administrative practices and policies of the Canada Customs and Revenue Agency (CCRA). All of these are subject to change, possibly with retroactive effect, or are subject to different interpretations.

        This summary does not discuss all of the Canadian federal tax considerations that may be relevant to a non-Canadian holder in light of the holder's particular circumstances. It is of a general nature only and is not, and should not be construed to be, advice to any particular holder of notes. You should consult your own tax advisor about the application of the Canadian federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any provincial or non-Canadian taxing jurisdiction.

Canadian Withholding Tax

        In general, payments of interest to a non-Canadian holder will be subject to a 25% non-resident withholding tax. The rate of such tax may be reduced through the application of international tax treaties or conventions to which Canada is a party, usually to a rate of 10% or 15%. In the case of a non-Canadian holder beneficial owner of interest that is a resident of the United States for purposes of the Tax Treaty, the applicable rate is 10%.

        However, there is an exemption from withholding tax for debt instruments if:

(a)

none of the interest is contingent or dependent on the use of or production from property in Canada or is computed by reference to revenue, profit, cash flow, commodity price or other similar criterion, or by reference to dividends paid or payable to shareholders of any class of shares of the capital stock of a corporation; and



(b)

either:



(i)

the note is issued by a corporation resident in Canada and the corporation may not be required to repay more than 25% of the principal amount of the note (or, where a note is issued as part of a number of notes that are the same, the corporation may not be required to repay more than 25% of the total of the principal amount of those notes) within five years from the date of issue of such obligation (or debt issue) except in certain circumstances including default (an "exempt note"); or



(ii)

the non-Canadian holder is a person to whom a certificate of exemption has been issued under subsection 212(14) of the Canadian Tax Act and which certificate is in force on the date such interest is paid or credited.

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        Other exemptions from non-resident withholding tax on interest also may be available to non-Canadian holders, depending upon their particular facts and circumstances.

        The rules described above concerning the imposition of, and exemption from, Canadian withholding tax also may apply where such amounts are paid or credited (or deemed paid or credited) by an entity, such as Couche-Tard U.S. L.P., that is treated as a partnership for Canadian tax purposes. Where withholding tax is imposed, it is the CCRA's administrative policy to apply the above-described exemption from withholding tax for exempt notes issued by corporations resident in Canada to partnerships all the members of which are corporations resident in Canada, such as Couche-Tard U.S. L.P. Therefore, in the event that payments (or deemed payments) by Couche-Tard U.S. L.P. of interest or interest equivalents on the notes could be subject to withholding tax, the exemption for exempt notes should be available to eliminate such withholding tax.

        As Couche-Tard Financing Corp. is not (and is not deemed to be) resident in Canada, there would be no Canadian withholding tax imposed if Couche-Tard Financing Corp. paid or credited interest to a non-Canadian holder.

        If the notes are issued at a discount, the difference between the issue price and the amount payable on maturity will, in certain circumstances, be treated as interest rather than as principal for Canadian tax purposes. Similarly, if you assign or otherwise transfer a note (other than an exempt note) to a person resident in or deemed to be resident in Canada for Canadian tax purposes, any amount by which the transfer or assignment price exceeds the issue price of the note may be deemed to be a payment of interest to you, and any amount of interest accrued and unpaid on such a note at the time of such assignment or transfer may be deemed to have been paid to you for Canadian tax purposes. In any of these circumstances, the comments made herein regarding Canadian withholding tax on interest will apply.

Other Taxes

        Other than as described above, no taxes on income (including taxable capital gains) will be payable by a non-Canadian holder in respect of the acquisition, ownership or disposition of a note.

Exchange Offer

        There will be no Canadian federal income or withholding tax payable by a non-Canadian holder of notes as a consequence of the exchange by the holder of notes for exchange notes pursuant to the exchange offer.

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PLAN OF DISTRIBUTION

        We are not using any underwriters for this exchange offer. We are also bearing the expenses of the exchange.

        Based on interpretations by the staff of the Commission set forth in no action letters issued to third parties, we believe that you may transfer exchange notes issued under the Exchange Offer in exchange for outstanding notes unless you are:

•

our "affiliate" within the meaning of Rule 405 under the Securities Act;



•

a broker-dealer that acquired existing notes directly from us; or



•

a broker-dealer that acquired the existing notes as a result of market-making or other trading activities without compliance with the registration and prospectus delivery provisions of the Securities Act.

        Broker-dealers receiving exchange notes in the Exchange Offer will be subject to a prospectus delivery requirement with respect to resales of the exchange notes.

        To date, the staff of the Commission has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to transactions involving an exchange of securities such as this exchange offer, other than a resale of an unsold allotment from the original sale of the outstanding notes, with the prospectus contained in the Exchange Offer Registration Statement.

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until            , 200             , all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the notes), other than commissions or concessions of any brokers or dealers, and will indemnify the holders of the notes (including any broker-dealers) against specified liabilities, including liabilities under the Securities Act.

175

EXPERTS

        Our auditors are Raymond Chabot Grant Thornton, chartered accountants, a general partnership, Montreal, Quebec. Couche-Tard's audited consolidated financial statements as of April 28, 2002, and April 27, 2003 and for each of the years in the three-year period ended April 27, 2003, have been included in this prospectus in reliance upon the report of Raymond Chabot Grant Thornton, given their authority as experts in accounting and auditing. The combined consolidated financial statements of Circle K as of December 31, 2002 and 2001, and for the year ended December 31, 2002 and the period from September 15, 2001 through December 31, 2001, and the consolidated financial statements of Circle K for the period from January 1, 2001 through September 14, 2001 and the year ended December 31, 2000, included in this prospectus, have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports appearing herein. The Circle K financial statements referred to above are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

LEGAL MATTERS

        Certain legal matters with respect to the notes and the offering under U.S. law will be passed upon for us by Davies Ward Phillips & Vineberg LLP, New York, New York, and under Texas law by Bracewell & Patterson, LLP, Houston, Texas. Certain legal matters with respect to the notes and the offering under Canadian law will be passed upon for us by Davies Ward Phillips & Vineberg LLP, Montreal, Quebec and Toronto, Ontario and under Nova Scotia law by Stewart McKelvey Stirling Scales, Halifax, Nova Scotia. As of the date of this prospectus, the partners and associates of each of Davies Ward Phillips & Vineberg, LLP, New York, New York, Bracewell & Patterson, LLP, Houston, Texas, Davies Ward Phillips & Vineberg LLP, Montreal, Quebec and Toronto, Ontario and Stewart McKelvey Stirling Scales, Halifax, Nova Scotia, respectively, beneficially owned, directly or indirectly, less than 1% of any class of securities of Couche-Tard or any associated party or affiliate of Couche-Tard.

AVAILABLE INFORMATION

        Alimentation Couche-Tard Inc. files annual, quarterly and material change reports, proxy statements and other information with the Agence nationale d'encadrement du secteur financier (Quebec) and the other securities commissions throughout Canada. You may inspect copies of such materials at the public reference room maintained by the Agence nationale d'encadrement du secteur financier (Quebec), located at 800 Square Victoria, 22nd Floor, Stock Exchange Tower, Montreal, Quebec H4Z 1G3. Please call the Agence nationale d'encadrement du secteur financier (Quebec) at 1-800-361-5072 for more information on the public reference room. You can also find information on the website maintained through the System for Electronic Document Analysis and Retrieval (the SEDAR system) at http://www.sedar.com. Such reports, proxy statements and other documents and information concerning us are also available for inspection at the offices of the Toronto Stock Exchange located at 130 King Street West, 3rd Floor, Toronto, Ontario M5X 1J2.

        We will provide without charge to each person to whom a copy of this prospectus is delivered, upon the written or oral request of any such person, a copy of any of the documents that we have filed with the Agence nationale d'encadrement du secteur financier (Quebec) or the Toronto Stock Exchange or otherwise referred to in this prospectus, other than the exhibits to those documents unless the exhibits are specifically incorporated by reference into those documents, or referred to in this prospectus. Requests should be directed to: Alimentation Couche-Tard Inc., 1600 Saint-Martin Boulevard East Tower B, Suite 200, Laval, Quebec H7G 4S7 (Telephone: (450) 662-3272) Attention: Corporate Secretary.

176

ENFORCEABILITY OF CIVIL LIABILITIES

        The issuers are, respectively, a corporation existing under the laws of Delaware and a limited partnership existing under the laws of Delaware. However, certain of the guarantors exist under the laws of Canada or Canadian provinces. Our parent, Alimentation Couche-Tard Inc., exists under the laws of Quebec. Most of our directors and officers, and certain of the experts named herein, are not residents of the United States, and a substantial portion of the assets of Alimentation Couche-Tard Inc. and certain of the guarantors' assets are located outside the United States. We have appointed an agent for service of process in the United States but it may be difficult for holders of notes to effect service within the United States upon our directors, officers and experts, or to realize against them upon judgments of courts of the United States predicated on civil liabilities under U.S. federal securities laws. We have been advised by our Canadian counsel, Davies Ward Phillips & Vineberg LLP, that a judgment of a U.S. court predicated solely upon civil liability under such laws would probably be enforceable in Canada if the U.S. court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes. We have also been advised by such counsel that an action could be brought in the first instance in a court of competent jurisdiction in Canada on the basis of civil liability predicated solely upon U.S. federal securities laws if such Canadian court is satisfied that the United States is the lex loci delicti (that is, the place of the wrong) for such claim and that such claim would not constitute the enforcement of penal, revenue or other public laws of the United States, subject to such court's inherent discretion to decline to hear such an action where it is not the convenient forum or where concurrent proceedings are being brought elsewhere.

177

INDEX TO FINANCIAL STATEMENTS

ALIMENTATION COUCHE-TARD INC.
Auditors' Report and Comments by Auditors for U.S. Readers on Canada-U.S. Reporting Differences	F-2
Consolidated Financial Statements of Alimentation Couche-Tard Inc.	F-3
THE CIRCLE K CORPORATION
Combined Consolidated Financial Statements of The Circle K Corporation as at September 30, 2003 and for the Nine months ended September 30, 2003 and September 30, 2002 (unaudited)	F-45
Report of Independent Auditors	F-61
Combined Consolidated Financial Statements of The Circle K Corporation as at December 31, 2002 and 2001 and for the Year Ended December 31, 2002 and the period from September 15, 2001 to December 31, 2001	F-62
Report of Independent Auditors	F-93
Consolidated Financial Statements of The Circle K Corporation for the period from January 1, 2001 to September 14, 2001 and the Year Ended December 31, 2000	F-94

F-1

Auditors' Report

To the Board of Directors of
Alimentation Couche-Tard Inc.

        We have audited the consolidated balance sheets of Alimentation Couche-Tard Inc. as at April 27, 2003 and April 28, 2002 and the consolidated statements of earnings, retained earnings and cash flows for each of the years in the three-year period ended April 27, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

        In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at April 27, 2003 and April 28, 2002 and the results of its operations and its cash flows for each of the years in the three-year period ended April 27, 2003 in accordance with Canadian generally accepted accounting principles.

/s/  RAYMOND CHABOT GRANT THORNTON

Chartered Accountants
General Partnership

Montreal, Canada
June 13, 2003, except for Notes 27 and 28 which are as of December 17, 2003

Comments by Auditors for U.S. Readers on
Canada-U.S. Reporting Differences

        In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there is a change in accounting principles that has a material effect on the comparability of the Company's financial statements, such as the changes described in Note 2 to the consolidated financial statements. Our report to the Board of Directors dated June 13, 2003 is expressed in accordance with Canadian reporting standards which do not require a reference to such a change in accounting principles in the auditors' report when the change is properly accounted for and adequately disclosed in the financial statements.

/s/  RAYMOND CHABOT GRANT THORNTON

Chartered Accountants
General Partnerhship

Montreal, Canada
June 13, 2003

F-2

Alimentation Couche-Tard Inc.

Consolidated Earnings

(in thousands of Canadian dollars, except per share amounts)

		24-week period ended		Year ended
		October 12, 2003	October 13, 2002	April 27, 2003	April 28, 2002	April 29, 2001
		(Unaudited)	(Unaudited)
		$	$	$	$	$
Revenues		1,847,370	1,487,349	3,374,463	2,443,592	1,673,634
Cost of sales		1,434,199	1,144,003	2,624,299	1,857,957	1,233,853
Gross profit		413,171	343,346	750,164	585,635	439,781
Operating, selling, administrative and general expenses		309,901	255,784	592,052	460,823	348,650
Depreciation and amortization of fixed and other assets (Note 5)		23,493	18,875	44,948	33,725	24,582
Amortization of goodwill						5,336
		333,394	274,659	637,000	494,548	378,568
Operating income		79,777	68,687	113,164	91,087	61,213
Financial expenses (Note 5)		6,653	6,490	14,894	15,067	15,115
Earnings before income taxes		73,124	62,197	98,270	76,020	46,098
Income taxes (Note 6)		23,034	21,147	32,036	26,958	22,127
Net earnings		50,090	41,050	66,234	49,062	23,971
Earnings per share (Note 7)
	Basic	0.59	0.49	0.78	0.63	0.32
	Diluted	0.57	0.47	0.76	0.60	0.32

The accompanying notes are an integral part of the consolidated financial statements.

F-3

Alimentation Couche-Tard Inc.

Consolidated Retained Earnings

(in thousands of Canadian dollars)

	24-week period ended		Year ended
	October 12, 2003	October 13, 2002	April 27, 2003	April 28, 2002	April 29, 2001
	$	$	$	$	$
	(Unaudited)	(Unaudited)
Balance at the beginning	188,158	121,924	121,924	75,898	51,927
Net earnings	50,090	41,050	66,234	49,062	23,971
	238,248	162,974	188,158	124,960	75,898
Share issue expenses (net of future income taxes of $1,524 in 2002)				3,036
Balance at the end	238,248	162,974	188,158	121,924	75,898

The accompanying notes are an integral part of the consolidated financial statements.

F-4

Alimentation Couche-Tard Inc.

Consolidated Cash Flows

(in thousands of Canadian dollars)

		24-week period ended				Year ended
		October 12, 2003		October 13, 2002		April 27, 2003		April 28, 2002		April 29, 2001
		$		$		$		$		$
		(Unaudited)		(Unaudited)
OPERATING ACTIVITIES
Net earnings		50,090		41,050		66,234		49,062		23,971
Non-cash items
	Depreciation and amortization	22,832		17,384		42,437		29,965		25,567
	Loss on disposal of fixed assets and other assets	880		66		2,051		1,468		746
	Future income taxes	(2,053	)	3,354		9,813		17,115		9,207
		71,749		61,854		120,535		97,610		59,491
	Deferred revenues					899		2,056
	Provision for site restoration costs	(666	)	(174	)	(15	)	(1,276	)	(840	)
	Other					(339	)	(1,286	)	(1,486	)
	Changes in working capital items
	(Note 8)	34,741		11,952		20,298		(19,671	)	14,691
Cash flows from operating activities		105,824		73,632		141,378		77,433		71,856
INVESTING ACTIVITIES
Business acquisitions (Note 4)		(45,035	)	(120,152	)	(156,248	)	(128,139	)
Liabilities assumed on business acquisitions										(1,573	)
Fixed assets		(41,323	)	(37,435	)	(86,746	)	(77,164	)	(38,027	)
Disposal of fixed assets and other assets		22,395		740		3,528		12,077		1,508
Goodwill and other assets		(1,174	)	(6,925	)	(3,503	)	(3,098	)	(2,332	)
Cash flows from investing activities		(65,137	)	(163,772	)	(242,969	)	(196,324	)	(40,424	)
FINANCING ACTIVITIES
Bank indebtedness				15,194		(7,512	)	5,495		(6,153	)
Long-term debt		23,847		130,447		180,233		116,362		104
Repayment of long-term debt		(60,577	)	(24,427	)	(40,743	)	(95,732	)	(28,623	)
Issue of shares		919		4,146		4,453		102,852		305
Share issue expenses								(4,560	)
Cash flows from financing activities		(35,811	)	125,360		136,431		124,417		(34,367	)
Effect of foreign currency adjustments		35		(761	)	692		(137	)
Net increase (decrease) in cash and cash equivalents		4,911		34,459		35,532		5,389		(2,935	)
Cash and cash equivalents at the beginning		48,404		12,872		12,872		7,483		10,418
Cash and cash equivalents at the end		53,315		47,331		48,404		12,872		7,483

The accompanying notes are an integral part of the consolidated financial statements.

F-5

Alimentation Couche-Tard Inc.

Consolidated Balance Sheets

(in thousands of Canadian dollars)

		October 12, 2003		April 27, 2003		April 28 2002
		$		$		$
		(Unaudited)
ASSETS
Current assets
	Cash and cash equivalents	53,315		48,404		12,872
	Accounts receivable (Note 9)	89,648		84,830		51,339
	Inventories (Note 10)	200,221		188,848		144,939
	Prepaid expenses	8,012		3,487		1,939
	Future income taxes	6,631		7,798		5,094
		357,827		333,367		216,183
Fixed assets (Note 11)		450,633		441,259		315,018
Goodwill		274,107		268,612		235,696
Other assets (Note 12)		16,655		16,167		15,237
Future income taxes		10,898		11,943		5,033
		1,110,120		1,071,348		787,167
LIABILITIES
Current liabilities
	Bank indebtedness (Note 13)					7,652
	Accounts payable and accrued liabilities (Note 14)	299,629		270,585		196,194
	Income taxes payable	32,365		10,407		720
	Future income taxes	7,144		16,614		10,483
	Instalments on long-term debt	16,498		17,986		710
		355,636		315,592		215,759
Long-term debt (Note 15)		225,509		278,327		172,291
Deferred credits and other liabilities (Note 16)		9,879		8,965		11,672
Future income taxes		27,969		23,294		10,322
		618,993		626,178		410,044
SHAREHOLDERS' EQUITY
Capital stock (Note 17)		259,455		258,536		254,083
Contributed surplus		1,222		1,222		1,222
Retained earnings		238,248		188,158		121,924
Cumulative translation adjustments (Note 19)		(7,798	)	(2,746	)	(106	)
		491,127		445,170		377,123
		1,110,120		1,071,348		787,167

The accompanying notes are an integral part of the consolidated financial statements.

F-6

Alimentation Couche-Tard Inc.

Notes to Consolidated Financial Statements

(Information as at October 12, 2003 and for the 24-week period ended October 12, 2003 and October 13, 2002 is unaudited)

(in thousands of Canadian dollars, except per share amounts)

1—GOVERNING STATUTES, NATURE OF OPERATIONS AND YEAR-END DATE

        The Company, incorporated under Part IA of the Companies Act (Québec), operates a network of convenience stores. The Company's year-end corresponds to the last Sunday of April of each fiscal year.

        The Company operates approximately 2,400 convenience stores, which consists primarily of retail sales of groceries, tobacco, beverages, general merchandise and motor fuels. These stores are located in Canada and in the United States.

2—CHANGES IN ACCOUNTING POLICIES

24-week period ended October 12, 2003

Guarantees

        In February 2003, the Canadian Institute of Chartered Accountants ("CICA") issued Accounting Guideline 14, Disclosure of Guarantees (AcG-14), which clarifies disclosure requirements for certain guarantees. The Company adopted the new recommendations effective April 28, 2003.

        In the normal course of business, the Company enters into numerous agreements that may contain features that meet the AcG-14 definition of a guarantee. AcG-14 defines a guarantee to be a contract (including an indemnity) that contingently requires the Company to make payments to a third party based on (i) changes in an underlying that is related to an asset, a liability or an equity of the guaranteed party, (ii) failure of another party to perform under an obligating agreement or (iii) the failure of another party to pay its indebtedness when due.

        As at October 12, 2003, the Company has no important guarantees that meet the criterias set out in AcG-14.

Year ended April 27, 2003

Stock-based compensation and other stock-based payments

        On April 29, 2002, the Company adopted prospectively the new recommendations of the Canadian Institute of Chartered Accountants Handbook, Section 3870, entitled Stock-based Compensation and Other Stock-based Payments. This section defines notably recognition, measurement and disclosure standards for stock-based compensation to employees. These standards define a fair value-based method of accounting and encourage entities to adopt this method of accounting for its stock-based employee compensation plans. Under this method, compensation cost should be measured at the grant date based on the fair value of the award and should be recognized over the related service period. An entity that does not adopt the fair value method of accounting for its awards granted to employees is required to include in its financial statements pro forma disclosures of net income and earnings per share as if the fair value method of accounting had been applied. The Company has adopted the latter alternative treatment (See Note 18).

F-7

Year ended April 28, 2002

Earnings per share

        During the year ended April 28, 2002, the Company adopted, on a retroactive basis, the new recommendations of the Canadian Institute of Chartered Accountants Handbook, Section 3500, entitled Earnings per share, regarding the calculation and presentation of earnings per share information. According to the new recommendations, the treasury stock method should be used instead of the imputed earnings approach to determine the dilutive effect of stock options for the purpose of calculating diluted earnings per share. The adoption of these new recommendations had a negligible impact on diluted earnings per share calculation.

Goodwill and other intangible assets

        During the year ended April 28, 2002, the Company adopted, on a prospective basis, the new recommendations of the Canadian Institute of Chartered Accountants Handbook, Section 3062, entitled Goodwill and Other Intangible Assets. According to the new recommendations, goodwill and other intangible assets with a useful life determined to be indefinite are no longer amortized and are tested for impairment, either annually or more frequently if events or situations indicate possible impairment.

        The table below presents a reconciliation between net earnings and basic earnings per share as reported in 2001 and the corresponding figures following application of section 3062:

		Year ended
		April 27, 2003	April 28, 2002	April 29, 2001
		$	$	$
Net earnings		66,234	49,062	23,971
	Add amortization of goodwill			5,336
	Adjusted net earnings	66,234	49,062	29,307
Basic earnings per share
	Net earnings	0.78	0.63	0.32
	Amortization of goodwill			0.07
	Adjusted net earnings	0.78	0.63	0.39

Year ended April 29, 2001

Income taxes

        During the year ended April 29, 2001, the Company adopted, on a retroactive basis, the new recommendations issued by the Canadian Institute of Chartered Accountants with respect to income taxes. However, it did not restate the financial statements for previous years. Under the new standards,

F-8

the Company uses the liability method to recognize and measure future income tax assets and liabilities. In the past, the Company used the tax allocation method of accounting.

        The adoption of this new recommendation has had a negligible impact on the financial statements for the year ended April 29, 2001,

Employee future benefits

        During the year ended April 29, 2001, the Company also adopted, on a prospective basis, the new recommendations of the Canadian Institute of Chartered Accountants for pension benefits and other employee future benefits. These recommendations require that the discounting rate used to determine pension obligations and current service cost be changed from the expected long-term interest rate to the market rate.

        The adoption of this new recommendation has had a negligible impact on the financial statements for the year ended April 29, 2001.

3—ACCOUNTING POLICIES

        The consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles. As described in Note 28, these principles differ in certain material respects from principles and practices that the Company would have followed had its consolidated financial statements been prepared in accordance with accounting principles generally accepted in the United States of America. The principal accounting policies followed by the Company are as follows:

Accounting estimates

        The preparation of financial statements in accordance with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts recorded in the financial statements and notes to financial statements. These estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future. Actual results may differ from those estimates.

Principles of consolidation

        The consolidated financial statements include the accounts of the Company and of its subsidiaries, all of which are wholly-owned.

Interim unaudited information

        The interim financial information as at October 12, 2003 and for the 24-week periods ended October 12, 2003 and October 13, 2002 is unaudited. However, in the opinion of management, such information has been prepared on the same basis as the audited financial statements and includes all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the

F-9

financial position and results of operations for the periods presented. The interim results, however, are not necessarily indicative of results for any future period.

Foreign currency translation

        The U.S. subsidiary's assets and liabilities are translated into Canadian dollars using the exchange rate in effect at the balance sheet date since this subsidiary is considered to be self-sustaining from a financial and operational standpoint. Revenues and expenses are translated at the average rate in effect during the year. Gains and losses are shown under the cumulative translation adjustments account in the shareholders' equity.

        The Company has designated its entire long-term debt denominated in U.S. dollars as a hedge of its net investment in its self-sustaining foreign subsidiary. Accordingly, the related exchange gains or losses are also presented under the cumulative translation adjustments account in the shareholders' equity.

Earnings per share

        Basic earnings per share is calculated by dividing the net earnings available to Class "A" and Class "B" shareholders by the weighted average number of Class "A" and Class "B" shares outstanding during the year. Diluted earnings per share is calculated using the treasury stock method which assumes that all stock options with an exercise price that is lower than the average market price will be exercised and that proceeds from these options will be used to repurchase Class "B" shares of the Company at their average market price during the year.

Revenue recognition

        The Company recognizes revenues at the time of sale in stores.

Operating, selling, administrative and general expenses

        Labor, occupancy expenses and corporate expenses are the primary components of operating, selling, administrative and general expenses (OSG&A).

        Advertising costs are also charged to OSG&A generally as incurred. Advertising expense was $10,679 in 2003, $8,214 in 2002 and $6,699 in 2001.

Cash and cash equivalents

        Cash includes cash and demand deposits. Cash equivalents include very liquid temporary investments that can be converted into a known cash amount and maturing within less than three months from the date of acquisition.

F-10

Allowance for doubtful accounts

        Allowance for doubtful accounts provides for estimated losses on accounts receivable. The allowance is established based upon a review of the aggregate accounts, loss experience, economic conditions and other pertinent factors. Account losses are charged and recoveries are credited to the allowance for doubtful accounts. The collection policies and procedures of the Company vary by type of account receivable and prior payment history.

Inventory valuation

        Inventory is valued at the lower of cost and net realizable value. Depending on products, cost is based on the average cost method or on the retail price less a normal gross margin.

Supplier rebates

        Amounts collected pursuant to agreements with suppliers, before the revenue recognition criteria is satisfied, are deferred. These amounts are included in the calculation of operating income either at the time of sale or based on the term of the supplier agreement, as specified in each agreement.

Income taxes

        The Company uses the tax liability method to account for income taxes. Under this method, future tax assets and liabilities are determined according to differences between the carrying amounts and tax bases of assets and liabilities. They are measured by applying enacted or substantively enacted tax rates and laws at the date of the financial statements for the years in which the temporary differences are expected to reverse. It is more likely than not that all of the future income tax assets will be realized.

Depreciation

        Fixed assets are depreciated over their estimated useful lives according to the following methods, period and annual rates:

	Methods	Period and rates
Building and parking lots	Diminishing balance	5%
Petroleum infrastructure and leasehold improvements	Straight-line	7%
Equipment	Diminishing balance	15% to 30%
Signs	Diminishing balance	20%
Buildings under capital leases	Straight-line	Lease term

F-11

Goodwill

        Goodwill is the excess of the purchase price of an acquired business over the fair value of underlying net assets acquired at the time of acquisition. Goodwill is not amortized. It is rather tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired. The impairment test consists of a comparison of the fair value of the Company's reporting units with their carrying amount. The fair value of the reporting units is determined according to an estimate of future discounted cash flows. When the carrying amount of a reporting unit is greater than its fair value, the Company compares the fair value of the goodwill related to the reporting units with its carrying amount. Any impairment in the carrying amount of goodwill is charged to income.

        Prior to April 29, 2001, goodwill arising from acquisitions was amortized on a straight-line basis over periods not exceeding 40 years. The Company reviewed the carrying amount of goodwill annually according to an estimate of net earnings and current and future undiscounted cash flows in order to determine whether a write-down should be recorded.

Other assets

        Financing costs are amortized on a straight-line basis over the period of the corresponding debt. Costs incurred in connection with the analysis and signing of operating leases are deferred and amortized over the lease term. Other deferred charges are amortized on a straight-line basis over a period of five to seven years.

Employee future benefits

        The Company accrues its obligations under employee pension plans and the related costs, net of plan assets. The Company has adopted the following policies with respect to the defined benefit plans:

•

The cost of pension benefits earned by employees is actuarially determined using the projected benefit method prorated on service and is recorded in income as the services are rendered by employees. The calculations reflect management's best estimate of expected plan investment performance, salary escalation and retirement ages of employees;



•

For the purpose of calculating the expected return on plan assets, those assets are valued at fair value;



•

The excess of the net actuarial gain (loss) over 10% of the greater of the benefit obligation and the fair value of plan assets is amortized over the average remaining service period of active employees.

        The pension costs recorded in earnings for the defined contribution plan are equivalent to the contributions which the Company is required to pay in exchange for services provided by employees.

F-12

Environmental costs

        Allowances for site restoration costs represent the estimated future cost of ensuring that the soil and sub-soil meet government standards for sites under the Company's responsibility. The obligation is recognized on the earlier of the following dates: the date on which the contaminant is discovered or the date on which operations on the site are discontinued. The estimated amount of future restoration costs is reviewed regularly based on available information and governing legislation. Where the forecast restoration costs, less any amount to be recovered from third parties, exceed existing provisions, an expense is recognized in the year during which the shortfall has been identified.

Stock-based compensation plan

        The Company offers a stock option plan as described in Note 18. No amount is recognized for this plan when the share purchase options are issued to employees, managers and directors. Any consideration received when holders exercise their options is credited to capital stock. Since the Company does not account for stock options awarded to employees using the fair value based method, it discloses pro forma information regarding net earnings and earnings per share which are calculated as if the fair value based accounting method had been used to account for stock options awarded (See Note 18).

Financial instruments

        The Company uses derivative financial instruments by way of interest "swaps" to manage current and forecast risks related to interest rate fluctuations. The Company does not use speculative derivative financial instruments. Interest rate swaps are a hedge against interest rate fluctuations because they offset the risk related to changes in interest rates on the underlying hedged items. Interest rate swaps result in an exchange of interest payments without an exchange of principal underlying the interest payments. They are accounted for as an adjustment of accrued interest expense on loan instruments.

4—BUSINESS ACQUISITIONS

24-week period ended October 12, 2003

        On September 4, 2003, the Company acquired certain assets of Clark Retail Enterprises, Inc. and became the owner of a chain of 43 stores in the states of Illinois, Indiana, Iowa, Michigan and Ohio.

        Taking acquisition costs into account, this acquisition was for a total cash consideration of $45,036. The full amount of the transaction was financed through the Company's existing credit facilities.

        Most of the goodwill is expected to be deductible for tax purposes.

        The preliminary allocation of the above mentioned purchase price was determined using information available and the basis of preliminary evaluations. The allocation is subject to change should new information become available.

F-13

	$
Current assets	8,931
Fixed assets	29,807
Goodwill	7,130
	45,868
Current liabilities assumed	(833	)
Net assets acquired and cash consideration paid	45,035

Year ended April 27, 2003

        On August 20, 2002, the Company acquired certain assets of Dairy Mart Convenience Stores, Inc. ("Dairy Mart") and became the owner of a chain of 285 stores in the states of Ohio, Kentucky, Pennsylvania, Michigan and Indiana. Taking acquisition costs into account, this acquisition was for a total cash consideration of $120,152. The full amount of the transaction was financed through bank loans subsequent to changes in the Company's long-term credit agreement.

        This transaction included a one-year management agreement for 169 additional stores in this network, some of which could, under certain conditions, be acquired by the Company in the months following the acquisition, sold on behalf of Dairy Mart Convenience Stores, Inc. or closed. Given the temporary nature of the management agreement, the net amount of sales, cost of sales and other operating costs associated with this agreement are shown as a reduction under operating, selling, administrative and general expenses. For the year ended April 27, 2003, the management agreement generated sales of $129,344 and operating income of $852.

        During the year, the Company made four acquisitions of other store networks in Canada and the United States, for a cash consideration of $36,822 including certain stores managed under the above-mentioned management agreement.

        All of these acquisitions, other than the Dairy Mart acquisition, are shown under "Other" in the following table.

        Most of the goodwill is expected to be deductible for tax purposes.

F-14

        The preliminary allocation of the above-mentioned purchase prices was determined using information available and on the basis of preliminary evaluations. The allocation is subject to change should new information become available.

	Dairy Mart		Other		Total
	$		$		$
Current assets	20,319		1,628		21,947
Fixed assets	73,174		27,597		100,771
Goodwill	30,427		7,963		38,390
Other assets			308		308
	123,920		37,496		161,416
Current liabilities assumed	3,768		674		4,442
Net assets	120,152		36,822		156,974
Less: Cash from the acquisition	(627	)	(99	)	(726	)
Cash consideration	119,525		36,723		156,248

Year ended April 28, 2002

        On June 22, 2001, the Company acquired some of the operating assets of Johnson Oil Company, Inc., which operates a network of convenience stores under the Bigfoot banner in the states of Indiana, Kentucky and Illinois. Considering the transaction costs, this acquisition was made for a total cash consideration of $119,324.

        In addition, during the year ended April 28, 2002, the Company acquired three other networks for a cash consideration of $8,815.

        All of these acquisitions, other than the June 22, 2001 acquisition, are shown under "Other" in the following table:

	Johnson Oil Company, Inc.	Other	Total
	$	$	$
Current assets	36,961	2,647	39,608
Fixed assets	60,137	7,779	67,916
Goodwill	57,312	1,907	59,219
	154,410	12,333	166,743
Current liabilities assumed	34,638	3,206	37,844
Note payable	448	312	760
	35,086	3,518	38,604
Net assets acquired and cash consideration paid	119,324	8,815	128,139

F-15

        In connection with the Johnson Oil Company, Inc. acquisition, the Company has signed leases for the rental of commercial space and petroleum facilities. Under these leases, the Company is required to pay approximately US$11,300 annually over 20 years. The leases include clauses for an annual indexation of 2%.

5—INFORMATION INCLUDED IN THE CONSOLIDATED STATEMENT OF EARNINGS

		Year ended
		April 27, 2003	April 28, 2002	April 29, 2001
		$	$	$
Depreciation and amortization of fixed and other assets
	Fixed assets	44,108	33,195	24,440
	Other assets	840	530	142
		44,948	33,725	24,582
Financial expenses
	Interest on long-term debt	12,669	13,700	13,894
	Interest on current liabilities	1,228	755	1,130
	Depreciation of deferred financing cost	997	612	91
		14,894	15,067	15,115

        Interest expense

Interest expense, on long-term debt, is net of interest income. Interest income was $51 in 2003, $360 in 2002 and $139 in 2001.

Additional information on rent expense included in operating, selling, administrative and general expenses:

		Year ended
		April 27, 2003	April 28, 2002	April 29, 2001
		$	$	$
Rent expense
	Rent expense	93,313	72,670	50,981
	Sublease rent income	3,781	2,440	1,362
		89,532	70,230	49,619

F-16

6—INCOME TAXES

		Year ended
		April 27, 2003	April 28, 2002	April 29, 2001
		$	$	$
Current income taxes		22,223	9,843	12,920
Future income taxes		9,813	17,115	9,207
		32,036	26,958	22,127
Earnings before income taxes
	Domestic	82,144	67,889	46,098
	Foreign	16,126	8,131
		98,270	76,020	46,098

		Year ended
		April 27, 2003	April 28, 2002	April 29, 2001
		$	$	$
Current income taxes
	Domestic	19,718	7,392	12,920
	Foreign	2,505	2,451
		22,223	9,843	12,920
Future income taxes
	Domestic	5,158	16,674	9,207
	Foreign	4,655	441
		9,813	17,115	9,207

F-17

        The principal items which resulted in differences between the Company's effective income tax rates and the combined statutory rates in Canada are detailed as follows:

	Year ended
	April 27, 2003		April 28, 2002		April 29, 2001
	%		%		%
Combined statutory income tax rate in Canada (a)	37.62		39.90		41.04
Large corporations tax					1.13
Impact of the announced tax rate reductions	(1.19	)	(2.99	)
Amortization of goodwill					4.75
Other permanent differences	(3.83	)	(1.45	)	1.08
Effective income tax rate	32.60		35.46		48.00

(a)

The Company's combined statutory income tax rate in Canada includes the appropriate provincial income tax rates.

The components of future tax assets (liabilities) are as follows:

		April 27, 2003		April 28, 2002
		$		$
Short-term future tax asset (liability)
	Expenses deductible in future years	5,997		4,595
	Deferral of GST and QST receivable	(16,614	)	(10,483	)
	Deferred revenues	500		499
	Non-capital losses	1,301
		(8,816	)	(5,389	)
Long-term future tax asset (liability)
	Fixed assets	(20,649	)	(6,565	)
	Non-capital losses	800		1,041
	Deferred revenues	2,050		3,125
	Borrowing and share issue costs	448		574
	Goodwill	8,645		(889	)
	Other assets	(2,645	)	(2,868	)
	Other			293
		(11,351	)	(5,289	)

F-18

7—EARNINGS PER SHARE

	24-week period ended		Year ended
	October 12, 2003	October 13, 2002	April 27, 2003	April 28, 2002	April 29, 2001
	$	$	$	$	$
	(Unaudited)	(Unaudited)
Basic net earnings attributable to Class "A" and "B" shareholders	50,090	41,050	66,234	49,062	23,971
Weighted average number of shares (in thousands)	84,715	84,504	84,525	77,580	74,474
Dilutive effect of stock-based compensation (in thousands)	2,809	3,015	2,757	3,797	1,363
Weighted average number of diluted shares (in thousands)	87,524	87,519	87,282	81,377	75,837
Basic net earning per share available for Class "A" and "B" shareholders	0.59	0.49	0.78	0.63	0.32
Diluted net earnings available for Class "A" and "B" shareholders	0.57	0.47	0.76	0.60	0.32

8—INFORMATION INCLUDED IN THE CONSOLIDATED STATEMENT OF CASH FLOWS

        The changes in working capital items are detailed as follows:

	Year ended
	April 27, 2003		April 28, 2002		April 29, 2001
	$		$		$
Accounts receivable	(36,245	)	(7,062	)	446
Inventories	(28,041	)	(15,868	)	(12,692	)
Prepaid expenses	(1,831	)	2,291		(90	)
Accounts payable and accrued liabilities	76,888		10,708		18,741
Income taxes payable	9,527		(9,740	)	8,286
	20,298		(19,671	)	14,691

        Cash flows relating to interest and income taxes of operating activities are detailed as follows:

	Year ended
	April 27, 2003	April 28, 2002	April 29, 2001
	$	$	$
Interest paid	12,591	12,280	15,583
Income taxes paid	11,570	18,556	6,642

F-19

9—ACCOUNTS RECEIVABLE

	April 27, 2003	April 28, 2002
	$	$
Trade accounts receivable	46,767	37,803
Credit card receivable	10,715	7,872
Environmental costs receivable	1,443	1,536
Other accounts receivable	25,905	4,128
	84,830	51,339

10—INVENTORIES

	April 27, 2003	April 28, 2002
	$	$
Merchandise—wholesale	10,649	9,981
Merchandise—retail	156,007	118,541
Motor fuel	22,192	16,417
	188,848	144,939

11—FIXED ASSETS

	April 27, 2003
	Cost	Accumulated amortization	Net
	$	$	$
Land	42,400		42,400
Buildings and parking lots	90,128	29,790	60,338
Leasehold improvements	143,460	37,890	105,570
Petroleum infrastructure	73,945	19,307	54,638
Equipment	302,192	131,793	170,399
Signs	15,430	8,504	6,926
	667,555	227,284	440,271
Buildings under capital lease	4,533	3,545	988
	672,088	230,829	441,259

F-20

	April 28, 2002
	Cost	Accumulated amortization	Net
	$	$	$
Land	25,529		25,529
Buildings and parking lots	87,512	29,743	57,769
Leasehold improvements	90,465	32,332	58,133
Petroleum infrastructure	54,655	17,149	37,506
Equipment	238,286	109,484	128,802
Signs	13,474	7,384	6,090
	509,921	196,092	313,829
Buildings under capital lease	4,533	3,344	1,189
	514,454	199,436	315,018

12—OTHER ASSETS

	April 27, 2003	April 28, 2002
	$	$
Deferred charges, at amortized cost	8,005	9,505
Deferred pension expense	3,905	3,566
Other, at cost	4,257	2,166
	16,167	15,237

13—BANK INDEBTEDNESS

        Bank indebtedness includes the portion of the credit facilities available to the Company which it has used.

        The Company has a renewable operating credit in the amount of CA$60,000 (CA$40,000 in 2002) available in Canadian or U.S. dollars or as letters of guarantee which bears interest at the Canadian or U.S. prime rate plus 0% to 0.50% or at LIBOR plus 0.75% to 1.50%, depending on whether certain financial ratios are achieved. The operating credit is also available in the form of bankers' acceptances with stamping fees of 0.75% to 1.50%, depending on whether certain financial ratios are achieved. As at April 27, 2003, an amount of $59,644 was available under this credit facility and the effective interest rate was 2.31% (3.19% as at April 28, 2002). These credit facilities are subject to the same restrictive covenants which apply to the term loans described in Note 15.

        The Company also has a US$3,000 line of credit which bears interest at the U.S. prime rate. As at April 27, 2003, an amount of US$3,000 was available under this credit facility and the effective interest rate was 4.25% (4.75% as at April 28, 2002).

F-21

14—ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	April 27, 2003	April 28, 2002
	$	$
Trade accounts payable	176,263	137,430
Government taxes payable	19,643	6,916
Environmental costs payable	2,266	833
Other accounts payable and accrued liabilities	72,413	51,015
	270,585	196,194

15—LONG-TERM DEBT

		April 27, 2003	April 28, 2002
		$	$
Unsecured term loans granted under a credit arrangement (a)
	Credit A (including US$23,000 as at April 27, 2003 (US$6,000 as at April 28, 2002))	53,306	9,370
	Credit B	50,000	50,000
	Credit C (including US$98,226 as at April 27, 2003 (US$37,226 as at April 28, 2002))	142,241	58,136
	Credit D (including US$32,604 as at April 27, 2003 (US$32,604 as at April 28, 2002))	47,214	50,918
Note payable secured by land, 9%, payable in monthly instalments, maturing in 2006		249	373
Mortgage loans secured by land and buildings, rates varying from 7% to 13.25% (5.79% to 13.25% in 2002), payable in monthly instalments, maturing on various dates until 2016		335	487
Buildings under capital lease, rates varying between 8.18% and 13.25% (8.18% and 13.25% for 2002), payable on various dates until 2018		2,968	3,717
		296,313	173,001
Instalments due within one year		17,986	710
		278,327	172,291

(a)

Credit arrangement:

•

Credit A:

Revolving credit for a maximum amount of CA$80,000 available in Canadian or U.S. dollars, maturing on April 23, 2005, bearing interest at the Canadian or the U.S. prime rate plus 0.75% to 1.50%, or LIBOR plus 1.75% to 2.50%, depending on whether certain financial ratios are achieved. This credit is also available in the form of bankers' acceptances with stamping fees of 1.75% to 2.50% depending on whether certain financial ratios are achieved. As at April 27, 2003, the effective rate was 4.08% (4.06% as at April 28, 2002);

F-22

•

Credit B:

Term credit for a maximum authorized amount of CA$50,000 maturing on April 16, 2006 and bearing interest at the prime rate plus 2.75% or the bankers' acceptance rate with stamping fees of 3.75%. As at April 27, 2003, the effective rate was 6.66% (5.91% as at April 28, 2002);

•

Credit C:

Term credit for a maximum authorized amount of US$98,226 payable in annual instalments of US$12,000 as of May 1, 2003 with the balance payable on May 1, 2006. This credit is available in Canadian or U.S. dollars in the form of advances or bankers' acceptances according to the same rates as credit A. As at April 27, 2003, the effective interest rate was 3.38% (4.07% as at April 28, 2002);

•

Credit D:

Term credit for a maximum authorized amount of US$32,604 maturing on June 20, 2007, bearing interest at the U.S. prime rate plus 2% or at LIBOR plus 3%. As at April 27, 2003, the effective interest rate was 4.38% (4.81% as at April 28, 2002).

        An amount of $25,000 of credit B is subject to an interest rate swap in order to establish the annual rate for the related bankers' acceptance at 5.25% until May 2004.

        Under the credit arrangement, the Company has to satisfy certain commitments, including maintenance of certain financial ratios.

        The instalments on long-term debt for the next years are as follows:

	Obligations under capital leases	Other loans
	$	$
2004	1,050	17,550
2005	936	70,849
2006	843	67,423
2007	694	90,149
2008	461	47,259
2009 and subsequent years	1,864	115
	5,848
Interest expenses included in minimum lease payments	2,880
	2,968

F-23

16—DEFERRED CREDITS AND OTHER LIABILITIES

	April 27, 2003	April 28, 2002
	$	$
Deferred revenues	7,957	10,664
Provision for site restoration costs	1,008	1,008
	8,965	11,672

17—CAPITAL STOCK

Authorized

Unlimited number of shares without par value

        First and second preferred shares issuable in series, ranking prior to other classes of shares with respect to dividends and payment of capital upon dissolution, non-voting. The Board of Directors is authorized to determine the designation, rights, privileges, conditions and restrictions relating to each series of shares prior to their issuance

        Class "A" multiple voting and participating shares, ten votes per share except for certain situations which provide for only one vote per share, convertible into Class "B" subordinate voting shares on a share-for-share basis at the holder's option. Under the articles of amendment, no new Class "A" multiple voting share can be issued

        Class "B" subordinate voting and participating shares, convertible automatically into Class "A" multiple voting shares on a share-for-share basis upon the occurrence of certain events

The order of priority for the payment of dividends is as follows:

•

First preferred shares;



•

Second preferred shares;



•

Class "B" subordinate voting shares and Class "A" multiple voting shares, ranking pari passu.

F-24

Issued and fully paid

        The number of shares outstanding changed as follows:

		24-week period ended October 12, 2003		Year ended April 27, 2003
		Number of shares	$	Number of shares	$
Class "A" multiple voting shares
	Balance, beginning of year	28,548,824	12,029	28,548,824	12,029
	Conversion into Class "B" shares
		28,548,824	12,029	28,548,824	12,029
Class "B" subordinate voting shares
	Balance, beginning of year	56,046,092	246,507	54,383,092	242,054
	Stock options exercised for cash	168,996	919	1,663,000	4,453
		56,215,088	247,426	56,046,092	246,507
Total issued and fully paid			259,455		258,536

		Year ended April 28, 2002			Year ended April 29, 2001
		Number of shares		$	Number of shares		$
Class "A" multiple voting shares
	Balance, beginning of year	28,549,224		12,029	28,626,388		12,062
	Conversion into Class "B" shares	(400	)		(77,164	)	(33	)
		28,548,824		12,029	28,549,224		12,029
Class "B" subordinate voting shares
	Balance, beginning of year	45,973,692		139,202	45,800,528		138,864
	Issuance	8,000,000		101,600
	Issued on conversion of Class "A" shares	400			77,164		33
	Stock options exercised for cash	409,000		1,252	96,000		305
		54,383,092		242,054	45,973,692		139,202
Total issued and fully paid				254,083			151,231

F-25

Alimentation Couche-Tard Inc.

Notes to Consolidated Financial Statements

(Information as at October 12, 2003 and for the 24-week period ended October 12, 2003 and October 13, 2002 is unaudited)

(in thousands of Canadian dollars, except per share amounts)

        During the year ended April 27, 2003 and the year ended April 28, 2002, the Company split all of its shares on a two-for-one basis. All share and per-share information in these consolidated financial statements has been adjusted retroactively to reflect both stock splits.

        On December 20, 2001, the Company issued 8,000,000 Class "B" subordinate voting shares for $12.70 per share, for total gross proceeds of $101,600. The share issue expenses, net of the related future income taxes, totalled $3,036.

18—STOCK-BASED COMPENSATION

        During the year ended April 27, 2003, the Company amended its two existing stock-based compensation plans by merging them into a single plan. The plan provides for granting stock options for the purchase of Class "B" subordinate voting shares. Under the plan, 8,446,000 subordinate shares were reserved for issue. As at April 27, 2003, a total of 2,206,500 subordinate shares were available for issuance as stock options. The conditions governing the granting and exercise of the options are established by the Board of Directors, as is the term of the options, which cannot exceed 10 years. The options granted can generally be exercised as follows: 20% on the day following the grant; the remaining options: 20% on each anniversary of the grant date, over the next four years. The options cannot be granted at a price that is less than the market price on the grant date.

        The tables below present the status of the Company's stock option plan as at April 27, 2003, April 28, 2002 and April 29, 2001 and the changes therein during the years then ended.

	Year ended
	April 27, 2003			April 28, 2002
	Number of options		Weighted average exercise price	Number of options		Weighted average exercise price
			$			$
Balance, beginning of year	7,563,000		6.70	5,788,000		4.27
Granted	265,000		14.79	2,200,000		12.42
Options exercised	(1,663,000	)	2.68	(409,000	)	3.06
Cancelled	(8,500	)	5.93	(16,000	)	5.34
Balance, end of year	6,156,500		8.14	7,563,000		6.70
Exercisable options at end of year	3,652,900			3,975,000

F-26

	Year ended
	April 29, 2001
	Number of options		Weighted average exercise price
			$
Balance, beginning of year	4,848,000		4.16
Granted	1,240,000		4.77
Options exercised	(96,000	)	3.18
Cancelled	(204,000	)	5.18
Balance, end of year	5,788,000		4.27
Exercisable options at end of year	3,475,000

        The following table presents information on the stock options outstanding as at April 27, 2003:

	Options outstanding
Range of exercise prices	Number of outstanding options as at April 27, 2003	Weighted average remaining contractual life	Weighted average exercise price
			$
$4–$6	3,692,000	3.10	5.11
$7–$9	680,000	8.10	7.29
$13–$16	1,784,500	8.96	14.73
	6,156,500

	Options exercisable
Range of exercise prices	Number of exercisable options as at April 27, 2003	Weighted average exercise price
		$
$4–$6	2,720,000	5.13
$7–$9	272,000	7.29
$13–$16	660,900	14.72
	3,652,900

        During the 24-week period ended October 12, 2003, the Company has granted 95,000 stock options at an exercise price of $13.99 and 15,000 options at an exercise price of $15.82.

        Subsequent to October 12, 2003, a total of 400,000 stock options at an exercise price of $20.20 were granted by the Company.

F-27

        The Company does not record any compensation cost. If the compensation cost had been determined using the fair value method at the date of attribution of stock options to employees, net earnings and earnings per share information would have been reduced to the pro forma amounts shown in the following table:

	24-week period ended October 12, 2003		Year ended April 27, 2003
	Disclosed	Pro forma	Disclosed	Pro forma
	$	$	$	$
Net earnings	50,090	49,743	66,234	65,601
Earnings per share	0.59	0.59	0.78	0.78
Diluted earnings per share	0.57	0.57	0.76	0.75

        For purposes of calculating the compensation cost, the fair value of stock options is recognized using the straight-line method over the vesting period of the stock options.

        The pro forma impact on net earnings for the period is not representative of the pro forma net earnings of future periods because it does not take into account the pro forma compensation relating to options granted prior to April 29, 2002.

        The fair value of options granted is estimated at the attribution date using the Black-Scholes options pricing model on the basis of the following assumptions for attributions granted during the year:

	24-week period ended October 12, 2003		Year ended April 27, 2003
Expected dividend on shares	None		None
Expected average volatility	30	%	30	%
Weighted average risk-free interest rate	4.05	%	5.26	%
Expected life	8 years		8 years

        The weighted average fair value of options granted in the year ended April 27, 2003 was $7.03 and $6.27 in the 24-week period ended October 12, 2003.

F-28

19—CUMULATIVE TRANSLATION ADJUSTMENTS

		Year ended
		April 27, 2003		April 28, 2002
		$		$
Balance, beginning of year		(106	)
Effect of change in exchange rate during the year
	On the net investment in the self-sustaining foreign subsidiaries	(18,536	)	2,831
	On the long-term debt denominated in U.S. dollars designated as a hedge of the net investment in the self-sustaining foreign subsidiaries	15,896		(2,937	)
Balance, end of year		(2,746	)	(106	)

20—EMPLOYEE FUTURE BENEFITS

        The Company has defined benefit pension plans and a defined contribution pension plan for certain employees.

Information about the Company's defined benefit plans, in aggregate, is as follows:

		Year ended
		April 27, 2003		April 28, 2002
		$		$
Accrued benefit obligations
	Balance, beginning of year	30,766		30,798
	Current service cost	586		548
	Past service cost	3,215
	Interest cost	1,916		2,080
	Benefits paid	(2,251	)	(3,251	)
	Actuarial (gains) losses	(4,626	)	591
	Balance, end of year	29,606		30,766

F-29

		Year ended
		April 27, 2003		April 28, 2002
		$		$
Plan assets
	Fair value, beginning of year	30,288		35,316
	Actual return on plan assets	(3,588	)	(2,405	)
	Employees' contributions	112		112
	Benefits paid	(1,735	)	(2,735	)
	Fair value, end of year	25,077		30,288
	Funded status-plan deficit	(4,529	)	(478	)
	Unamortized net actuarial loss	10,051		9,119
	Unamortized transitional net asset	(4,509	)	(5,075	)
	Unamortized past service cost	2,892
Accrued benefit asset		3,905		3,566

        As at April 27, 2003, the accrued benefit obligation for pension plans with a funding deficit amounted to $9,715 ($5,916 in 2002). These plans are not funded and, accordingly, there are no assets.

        Information about pension expense (income) for the Company's defined benefit plan for the year is as follows:

		Year ended
		April 27, 2003		April 28, 2002		April 29, 2001
		$		$		$
Pension expense (income)
	Current service cost, net of employee contributions	474		436		436
	Interest cost	1,916		2,080		2,088
	Expected return on plan assets	(2,063	)	(2,721	)	(2,927	)
	Amortized transitional asset	(566	)	(565	)	(567	)
	Amortized net actuarial loss	93
	Amortized past service cost	323
Pension expense (income) for the year		177		(770	)	(970	)

F-30

        The significant actuarial assumptions which management considers the most likely to be used to determine the accrued benefit obligation are the following:

	Year ended
	April 27, 2003	April 28, 2002	April 29, 2001
	%	%	%
Discount rate	6.5	6.75	7.0
Expected rate of return on plan assets	7.0	8.0	8.0
Rate of compensation increase	4.0	4.0	4.0

        The Company's total pension expense under its defined contribution plan for the year 2003 is $870 ($655 in 2002 and $522 in 2001).

21—ENVIRONMENT

        The Company is subject to Canadian and American legislation governing the storage, handling and sale of motor fuel and related products. The Company considers that it is generally in compliance with current environmental legislation.

        The Company has an on-going training program for its employees on environmental issues which includes preventive site testing and site restoration in cooperation with regulatory authorities. The Company also examines its motor fuel equipment annually to make the necessary investments. In connection with the closure of certain business locations, the Company is required to remove its petroleum equipment.

        In all U.S. states in which the Company operates, except Michigan, there is a state fund to cover the cost of certain rehabilitation and removing of motor fuel tanks. These state funds provide insurance for motor fuel facilities operations to cover the cost of cleaning up damages to the environment caused by the usage of underground motor fuel equipment. Motor fuel equipment tank registration fees and a motor fuel tax in each of the states finance the trust funds. The Company paid the registration fees and remits the sales tax to the states where it is a member of the trust fund. Insurance coverage is different in the various states and can be as high as US$1,000 per site. The Company's deductible ranges from US$15 to US$55. There is no trust fund in the state of Michigan.

        In order to provide for the above-mentioned restoration costs, the Company has recorded a $3,274 allowance for environmental costs as at April 27, 2003 ($1,841 as at April 28, 2002). Of this amount, $2,266 ($833 as at April 28, 2002) has been presented on a current basis.

F-31

22—FINANCIAL INSTRUMENTS

        The following methods and assumptions were used to determine the estimated fair value of each class of primary financial instruments:

•

The fair value of cash and cash equivalents, accounts receivable, bank indebtedness, and accounts payable and accrued liabilities is comparable to their carrying amount given that they will mature shortly;



•

There is no material difference between the fair value and the carrying amount of the Company's long-term debt as at April 27, 2003 and April 28, 2002, given that the largest loans bear interest at a floating rate.

        The fair value of the interest rate swap, as determined by the Company's bank based on quoted market prices for similar instruments as at April 27, 2003 was $577 payable by the Company ($707 payable by the Company as at April 28, 2002).

23—CONTRACTUAL OBLIGATIONS

        As at April 27, 2003, the Company has entered into lease agreements expiring on various dates until 2027 which call for the payment of $986,583 for the rental of commercial space, equipment and a warehouse. Several of these leases contain renewal options and certain sites are subleased to franchise-holders. The minimum lease payments for the next five years are $104,363 in 2004, $95,140 in 2005, $83,042 in 2006, $73,478 in 2007 and $62,985 in 2008.

        Moreover, the Company has concluded agreements to acquire equipment for an amount of $10,630 in the coming year.

24—CONTINGENCIES

        Various claims and legal proceedings have been initiated against the Company in the normal course of its operations that relate to human resources and the environment. In management's opinion, these claims and proceedings are unfounded. Although the outcome of these proceedings cannot be determined with certainty, management estimates that any payments resulting from their outcome are not likely to have a substantial negative impact on the Company's results and financial position.

25—SEGMENTED INFORMATION

        The Company essentially operates in a single reportable segment, the sale of goods for immediate consumption and motor fuel through corporate stores or franchise operations. It operates a convenience store chain under several banners, including Couche-Tard, Mac's, Bigfoot and Dairy Mart. Revenues from outside sources mainly fall into two categories: merchandise and motor fuel. The Company operates convenience stores in Canada and, since June 2001, in the United States.

F-32

        Information on the principal revenue classes as well as geographic information is as follows:

	24-week period ended
	October 12, 2003			October 13, 2002
	Canada	U.S.	Total	Canada	U.S.	Total
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
	$	$	$	$	$	$
External customer revenues (a)
Merchandise and services	770,771	319,721	1,090,492	730,567	188,524	919,091
Motor fuel	311,173	445,705	756,878	290,465	277,793	568,258
	1,081,944	765,426	1,847,370	1,021,032	466,317	1,487,349
Gross profit
Merchandise and services	244,128	105,204	349,332	232,944	60,108	293,052
Motor fuel	30,220	33,619	63,839	27,746	22,548	50,294
	274,348	138,823	413,171	260,690	82,656	343,346
Fixed assets and goodwill (a)	468,773	255,967	724,740

F-33

	Year ended
	April 27, 2003			April 28, 2002			April 29, 2001
	Canada	U.S.	Total	Canada	U.S.	Total	Canada
	$	$	$	$	$	$	$
External customer revenues (a)
Merchandise and services	1,482,215	520,360	2,002,575	1,349,565	205,150	1,554,715	1,214,263
Motor fuel	630,144	741,744	1,371,888	532,203	356,674	888,877	459,371
	2,112,359	1,262,104	3,374,463	1,881,768	561,824	2,443,592	1,673,634
Gross profit
Merchandise and services	462,923	169,506	632,429	427,526	66,890	494,416	395,901
Motor fuel	57,499	60,236	117,735	54,484	36,735	91,219	43,880
	520,422	229,742	750,164	482,010	103,625	585,635	439,781
Fixed assets and goodwill (a)	459,756	250,115	709,871	428,018	122,696	550,714	394,651

(a)

Geographic areas are determined according to where the Company generates operating income (where the sale takes place) and according to the location of the fixed assets and goodwill.

The Company is not dependent on one major customer as a revenue source.

26—COMPARATIVE FIGURES

        Certain comparative figures have been reclassified to conform with the presentation adopted in the current year.

27—AGREEMENT FOR THE ACQUISITION OF THE CIRCLE K CORPORATION

        Pursuant to an agreement dated October 3, 2003, as amended, the Company agreed to acquire The Circle K Corporation from ConocoPhillips for an estimated net cash purchase price of US$803.9 million, subject to a reduction by the amount of long-term debt and capital lease obligations of The Circle K Corporation on the closing date of the acquisition. Moreover, the purchase price is subject to a working capital adjustment. The transaction, which closed on December 17, 2003, was financed by a private placement of Class "B" subordinated voting shares and by debt financing in Canada and in the United States.

28—GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND THE UNITED STATES

        The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP), which differ in certain respects from those principles and practices that the Company would have followed had its consolidated financial statements been

F-34

prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

A—Consolidated financial statements

        The adjustments to comply with U.S. GAAP would be as follows:

Consolidated earnings

			24-week period ended				Year ended
			October 12, 2003		October 13, 2002		April 27, 2003		April 28, 2002		April 29, 2001
			$ (Unaudited)		$ (Unaudited)		$		$		$
Net earnings in accordance with Canadian GAAP			50,090		41,050		66,234		49,062		23,971
Adjustments in respect of
	Derivative financial instruments (a)		121		(97	)	130		(663	)
	Pension expense (b)		(20	)	(243	)	(487	)	(572	)	(292	)
	Lease expense (c)		(758	)	(849	)	(1,823	)	(1,223	)	(440	)
	Sale-leaseback transactions (d)		(4,341	)	(3,579	)	(8,651	)	(7,912	)
	Stock-based compensation (e)		44						(13,980	)	(1,067	)
	Deferred charges and other assets (f)		191		(803	)	(854	)	(2,273	)	(1,706	)
	Asset retirement obligations (g)		(124	)
	Supplier rebates and other supplier payments (h)		(5,716	)			(1,410	)
	Tax effect of the above adjustments		4,046		2,044		4,853		3,768		1,428
	Cumulative effect of accounting changes
		Derivative financial instruments (net of taxes of $10) (a)							(34	)
		Asset retirement obligations (net of taxes of $943) (g)	(1,859	)
			(8,416	)	(3,527	)	(8,242	)	(22,889	)	(2,077	)
Net earnings in accordance with U.S. GAAP			41,674		37,523		57,992		26,173		21,894
Earnings per share in accordance with U.S. GAAP (j)
	Basic		0.49		0.44		0.69		0.34		0.29
	Diluted		0.48		0.43		0.66		0.33		0.29

F-35

Consolidated balance sheets

	October 12, 2003
	Canadian GAAP		U.S. GAAP
	$ (Unaudited)		$ (Unaudited)
ASSETS
Inventories (h)	200,221		193,095
Current future income taxes (c)(g)(h)	6,631		9,689
Fixed assets (d)(f)(g)	450,633		599,312
Other assets (b)(f)	16,655		15,979
Long-term future income taxes (a)(c)(d)(g)	10,898		20,984
LIABILITIES
Accounts payable and accrued liabilities (c)(e)(g)	299,629		315,140
Long-term debt (d)	225,509		395,338
Deferred credits and other liabilities (a)(b)(c)(g)	9,879		23,705
Long-term future income taxes (b)(f)	27,969		25,185
SHAREHOLDERS' EQUITY
Capital stock (e)(i)	259,455		255,152
Retained earnings (a)(b)(c)(d)(e)(f)(g)(h)(i)	238,248		199,057
Cumulative translation adjustments (c)(d)(g)(h)	(7,798	)	—
Accumulated other comprehensive loss	—		(6,665	)

F-36

	April 27, 2003				April 28, 2002
	Canadian GAAP		U.S. GAAP		Canadian GAAP		U.S. GAAP
	$		$		$		$
ASSETS
Inventories (h)	188,848		187,438		144,939		144,939
Current future income taxes (c)(e)(h)	7,798		8,496		5,094		5,369
Fixed assets (d)(f)	441,259		582,035		315,018		475,080
Other assets (b)(f)	16,167		15,501		15,237		12,994
Long-term future income taxes (a)(c)(d)	11,943		19,949		5,033		9,406
LIABILITIES
Accounts payable and accrued liabilities (c)(e)	270,585		285,738		196,194		211,959
Long-term debt (d)	278,327		440,200		172,291		344,762
Deferred credits and other liabilities (a)(b)(c)	8,965		17,113		11,672		16,156
Long-term future income taxes (b)	23,294		20,454		10,322		7,845
SHAREHOLDERS' EQUITY
Capital stock (i)	258,536		254,026		254,083		249,131
Retained earnings (a)(b)(c)(d)(e)(f)(h)(i)	188,158		157,383		121,924		99,391
Cumulative translation adjustments (c)(d)(h)	(2,746	)	—		(106	)	—
Accumulated other comprehensive loss	—		(2,391	)	—		(397	)

a)

Derivative financial instruments

        On April 30, 2001, the Company adopted Statement of Financial Accounting Standards ("SFAS") 133, "Accounting for Derivative Instruments and Hedging Activities" and SFAS 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities". These standards require all derivative financial instruments to be recorded on the balance sheet at their fair value. However, the Company elected not to adopt the optional hedge accounting provisions. Accordingly, for U.S. GAAP reporting purposes only, beginning in 2001, unrealized gains and losses resulting from the valuation of derivative financial instruments at fair value are recognized in net earnings as the gains and losses arise. In adopting these standards, the Company incurred a transition adjustment of $44 net of income taxes of $10 resulting from an interest rate swap not qualifying as part of a hedging relationship for U.S. GAAP purposes. In its primary Canadian GAAP financial statements, the Company does not recognize any gains or losses relating to the interest rate swap but accounts for cash flows relating to such an adjustment to accrued interest expense on underlying loan instruments.

F-37

b)    Pension expense and minimum liability

        On May 1, 2000, the Company adopted the new Canadian accounting recommendations for employee future benefit costs (see Note 20). The recommendations essentially harmonized Canadian GAAP with U.S. GAAP and were applied prospectively. Differences between Canadian and U.S. GAAP remain with respect to the amortization of actuarial gains and losses arising prior to May 1, 2000. Upon transition to the new Canadian recommendations, all unamortized gains and losses were accumulated into a net transitional asset which is being amortized to earnings. This approach creates a difference with U.S. GAAP, under which net actuarial gains accumulated prior to May 1, 2000 continue to be amortized over the expected average remaining service period using the corridor approach.

        Under U.S. GAAP, the Company has recorded an additional minimum pension liability for unfunded plans representing the excess of unfunded accumulated benefit obligations over previously recorded pension cost liabilities. A corresponding amount is recognized as an intangible asset except to the extent that these additional liabilities exceed the related unrecognized prior service cost, in which case the excess is charged directly to "Other comprehensive income", net of related future income taxes.

c)    Lease expense

        Under Canadian GAAP, the operating lease expenses are recorded on a pay as you go basis. Under U.S. GAAP, the effect of the scheduled rent increases included in the minimum lease payments is recognized on a straight-line basis over the lease term.

d)    Sale-leaseback transactions

        Under Canadian GAAP, certain leases concluded in conjunction with sale-leaseback transactions have been afforded operating lease treatment. Under U.S. GAAP, these transactions in which the Company has a continuing involvement in the underlying assets have been accounted for under the financing method. Under this method, the Company records the sale proceeds as a liability, recognizes interest expense, and continues to record and amortize the related assets. The accounting for the sale-leaseback transactions under the financing method will continue until the Company's continuing involvement in the related assets ceases.

e)    Stock-based compensation

        Under U.S. GAAP, the Company follows the intrinsic value method of accounting for stock-based compensation arrangements, as provided for in Accounting Principles Board Opinion 25 ("APB 25"). For the period between September 1999 and April 2002, grants of options under one of the existing employee stock option plans were accompanied by stock appreciation rights (SARs) whereby participants could choose to exercise a SAR instead of the corresponding option. In such cases, the participants received a cash payment equal to the difference between the closing price of common shares on the day immediately preceding the day of exercise and the exercise price of the option.

F-38

Under the intrinsic value method, such a plan results in a liability and requires measurement of compensation expense which assumes that all participants will exercise the SARs. The periodic change in the value of the SARs is included in earnings. Options that were granted prior to September 1999 and after April 2002 had an exercise price equal to the market price at the date of the grant; therefore, no compensation cost has been charged to earnings. Under Canadian GAAP, no amount is recognized for these stock options upon issuance to managers and directors. Any consideration received when holders exercise their options is credited to capital stock.

f)    Deferred charges and other assets

        Under Canadian GAAP, certain development expenses are deferred and amortized over a period of five to seven years. Under U.S. GAAP, those costs are charged to earnings as incurred.

g)    Asset retirement obligations

        For U.S. GAAP purposes, effective April 28, 2003, the Company adopted the provisions for SFAS 143, "Accounting for Asset Retirement Obligations" that generally applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal operation of a long-lived asset. The Company recognizes, when the obligation is incurred, the fair value of an estimated liability for the future cost to remove its underground motor fuel storage tanks with a corresponding increase to the carrying value of the related long-lived asset. The Company amortizes the amount added to the asset as per the depreciation method established for the related asset and recognizes accretion expense in relation with the discounted liability over the remaining life of the underground storage tank. The liability is adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. Under Canadian GAAP, asset Retirement Obligations accounting, consistent with the rules of SFAS 143, will be mandatory for the Company starting April 26, 2004.

h)    Supplier rebates and other supplier payments

        Effective January 1, 2003, the Company adopted the provisions of the EITF No. 02-16, "Accounting by a Customer Including a Reseller for Certain Consideration Received from a Vendor". This issue addresses the appropriate accounting for cash consideration received from a vendor that is presumed to be a reduction of the price of the vendor's products or services and therefore be deducted from the cost of goods sold and considered for purposes of valuation of period-end inventories. That presumption is overcome if it is a payment for assets or services delivered to the vendor, in which case the cash consideration should be characterized as a revenue, or it is a reimbursement of a specific and incremental cost, in which case the cash consideration should be characterized as a reduction of that cost. Also, it should be recognized based on a systematic and rational allocation if the amounts are probable and reasonably estimated. If not, it should be as the milestones are achieved. The provisions of EITF 02-16, including those affecting valuation of period-end inventories, are not yet applicable under Canadian GAAP.

F-39

i)    Share issue expenses

        Under Canadian GAAP, share issue expenses net of future income taxes are shown as a reduction of retained earnings. Under U.S. GAAP, these expenses must be shown as a reduction of capital stock.

j)    Earnings per shares

        Under Canadian GAAP and U.S. GAAP the methods utilized to determine earnings per share amount are the same. However there is a variance in the calculation of the dilutive effect of stock options under Canadian and U.S. GAAP due to the stock options granted under APB 25 (see Note 28A(e)).

	24-week period ended		Year ended
	October 12, 2003	October 13, 2002	April 27, 2003	April 28, 2002	April 29, 2001
	(Unaudited)	(Unaudited)
Weighted average number of shares (in thousands)	84,715	84,504	84,525	77,580	74,474
Dilutive effect of stock based compensation under U.S. GAAP (in thousands)	2,809	3,015	2,757	2,790	1,207
Weighted average number of diluted shares under U.S. GAAP (in thousands)	87,524	87,519	87,282	80,370	75,681

Consolidated cash flows

        Under Canadian GAAP, a separate subtotal within operating activities is permitted. Under U.S. GAAP, such a subtotal would not be presented.

Related party transaction

        Under U.S. GAAP a related party also includes principal owners. Principal owners are defined in SFAS 57 as owner of 10% of the voting interests of the Company. Under Canadian GAAP, the principal owner notion does not exist.

        Related party transactions, incurred in the normal course of business, at fair value, involving a principal owner are:

	Year ended
	April 27, 2003	April 28, 2002	April 29, 2001
	$	$	$
Purchases	—	121,407	113,857
Trade accounts payable	—	—	2,190

F-40

B—Consolidated comprehensive income

        U.S. GAAP requires the presentation of the following statement of consolidated comprehensive income and accumulated other comprehensive loss:

			24-week period ended				Year ended
			October 12, 2003		October 13, 2002		April 27, 2003		April 28, 2002		April 29, 2001
			$		$		$		$		$
			(Unaudited)		(Unaudited)
Net earnings in accordance with U.S. GAAP			41,674		37,523		57,992		26,173		21,894
Other comprehensive income (loss)
	Foreign currency translation adjustment
		On the investment in the self-sustaining foreign subsidiaries	(22,329	)	4,340		(17,850	)	2,847
		On the long-term denominated in U.S. dollars designated as a hedge of the net investment in the self-sustaining foreign subsidiaries	18,055		(3,265	)	15,896		(2,937	)
			(4,274	)	1,075		(1,954	)	(90	)	—
Net change in minimum pension liability (net of taxes of $10 in 2003, $71 in 2002 and $25 in 2001)							(40	)	25		35
			(4,274	)	1,075		(1,994	)	(65	)	35
Consolidated comprehensive income			37,400		38,598		55,998		26,108		21,929

        Changes in items of the accumulated other comprehensive loss are as follows:

		24-week period ended		Year ended
		October 12, 2003		April 27, 2003		April 28, 2002
		$		$		$
		(Unaudited)
Accumulated other comprehensive loss
Balance at the beginning		(2,391	)	(397	)	(332	)
Changes during the year
	Cumulative translation adjustments	(4,274	)	(1,954	)	(90	)
	Minimum pension liability			(40	)	25
Balance at the end		(6,665	)	(2,391	)	(397	)

F-41

C—Accounting for stock-based compensation

        Under U.S. GAAP, SFAS 123, "Accounting for Stock-based Compensation", establishes financial accounting and reporting standards for stock-based employee compensation plans as well as transactions in which an entity issues its equity instruments to acquire goods or services from non-employees. Under U.S. GAAP, as permitted by SFAS 123, the Company has elected to continue to follow the intrinsic value method of accounting for stock-based compensation arrangements with employees. The effect of the intrinsic value method is described in Note 18 and 28A(e). If the fair value based method of accounting had been applied, the Company's net earnings and net earnings per share would have been as follows on a pro forma basis:

	24-week period ended		Year ended
	October 12, 2003	October 13, 2002	April 27, 2003	April 28, 2002	April 29, 2001
	$	$	$	$	$
	(Unaudited)	(Unaudited)
Net earnings, under U.S. GAAP, as reported	41,674	37,523	57,992	26,173	21,894
Compensation expense if the fair value method was used	1,663	2,024	4,214	1,016	1,310
Pro forma net earnings	40,011	35,499	53,778	25,157	20,584

F-42

	24-week period ended		Year ended
	October 12, 2003	October 13, 2002	April 27, 2003	April 28, 2002	April 29, 2001
	$	$	$	$	$
	(Unaudited)	(Unaudited)
Basic earnings per share as reported	0.49	0.44	0.69	0.34	0.29
Pro forma earnings per share—Basic	0.47	0.42	0.64	0.32	0.28
Diluted earnings per share as reported	0.48	0.43	0.66	0.33	0.29
Pro forma earnings per share—Fully diluted	0.46	0.40	0.62	0.31	0.27

        Under the provisions of SFAS 123, the pro forma disclosures above include the effects of stock options granted by the Company subsequent to the 1995 year-end. These pro forma disclosures do not include the effect of the stock options accompanied by stock appreciation rights (SARs) because the compensation cost of these SARs has already been recorded in net earnings (as discussed in Note 28A(e)). Under Canadian GAAP, pro forma disclosures similar to those above only include the effects of stock options granted by the Company subsequent to April 29, 2002.

        The fair value of options granted is estimated at the attribution date using the Black-Scholes options pricing model on the same basis and assumptions as disclosed in Note 18.

D—Accounting pronouncements not yet implemented

U.S. GAAP

        In January 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46, "Consolidation of Variable Interest Entities—an Interpretation of ARB No. 51." The Interpretation addresses consolidation of variable interest entities ("VIEs") to which the usual condition for consolidation does not apply because the VIEs have no voting interests or otherwise are not subject to control through ownership of voting interests. It requires existing unconsolidated VIEs to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. An entity with a variable interest in a VIE created before February 1, 2003 must apply the provisions no later than the first reporting period beginning after December 15, 2003. The Interpretation may be applied prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements. The Company expects that this pronouncement will not have a material impact on its results of operations and financial condition.

        During April 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities". This Statement amends and clarifies financial accounting and reporting for derivative instruments and hedging activities, resulting primarily from decisions reached by the FASB Derivatives Implementation Group subsequent to the original issuance of SFAS 133. This Statement is generally effective prospectively for contracts and hedging relationships entered into after June 30, 2003. The Company expects that this pronouncement will not have a material impact on its results of operations and financial condition.

F-43

        In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS 150 clarifies the accounting for certain financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in the balance sheets. Previously, many of those financial instruments were classified as equity. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company expects that this pronouncement will not have a material impact on its results of operations and financial condition.

Canadian GAAP

        In December 2001, the Canadian Institute of Chartered Accountants ("CICA") issued Accounting Guideline 13, "Hedging Relationships" ("AcG-13"). This Guideline addresses the types of items that qualify for hedge accounting, the formal documentation required to enable the use of hedge accounting and the requirement to evaluate hedges for effectiveness. The Guideline does not specify how hedge accounting should be applied. The CICA has deferred the effective date of this Guideline by one year to fiscal years beginning on or after July 1, 2003.

        In June 2002, the CICA Emerging Issues Committee ("EIC") issued EIC Abstract 128, "Accounting for Trading, Speculative or Non-Hedging Derivative Financial Instruments", which requires that, with certain exceptions, a freestanding derivative financial instrument that gives rise to a financial asset or financial liability and is entered into for trading or speculative purposes, or that does not qualify for hedge accounting under AcG-13 should be recognized in the balance sheet and measured at fair value, with changes in fair value recognized in income. The Abstract must be applied in all financial statements prepared for fiscal periods beginning on or after the date of implementation of AcG-13. The Company is in the process of assessing the impact of AcG-13 and EIC Abstract 128.

        In March 2003, the CICA issued new Handbook Section 3110, "Asset Retirement Obligations" that established standards for recognition and measurement of a liability for an asset retirement obligation and the associated asset retirement cost. The section provides for an initial recognition of the fair value of a liability for an asset retirement obligation in the period in which it is incurred when a reasonable estimate of fair value can be made. The asset retirement obligation is recorded as a liability with a corresponding increase to the carrying amount of the related long-lived asset. Subsequently, the asset retirement cost is allocated to expenses using a systematic and rational allocation method and is adjusted to reflect period-to-period changes in the liability resulting from passage of time and revisions to either timing or the amount of the original estimate of the undiscounted cash flow. The section is effective for fiscal years beginning on or after January 1, 2004. Section 3110 harmonizes Canadian standards with the requirements of SFAS 143 that the Company adopted on April 28, 2003. The Company will adopt Section 3110 on April 26, 2004 under Canadian GAAP.

        In January 2003, the CICA issued Accounting Guideline No. 15, "Consolidation of Variable Interest Entities" ("AcG-15") which harmonizes with FASB Interpretation No. 46, "Consolidation of Variable Interest Entities", and provides guidance for applying the principles in Section 1590, "Subsidiaries", to certain special purpose entities. AcG-15 requires enterprises to identify variable interest entities in which they have an interest, determine whether they are the primary beneficiary of such entities and, if so, to consolidate them. The Company expects that this pronouncement will not have a material impact on its results of operations and financial condition.

F-44

THE CIRCLE K CORPORATION

COMBINED CONSOLIDATED BALANCE SHEET

(Thousands of Dollars)

			September 30, 2003
			(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	43,547
	Receivables, net			39,555
	Inventories			158,512
	Deferred tax asset			12,749
	Prepaid expenses and other current assets			11,714
		Total current assets		266,077
Property and equipment, net				856,984
Goodwill and other intangibles, net				418,617
Other assets				96,642
			$	1,638,320
LIABILITIES AND OWNER'S EQUITY
Current liabilities:
	Accounts payable		$	63,464
	Accrued expenses and other current liabilities			142,192
	Money orders sold			19,992
	Current maturities of long-term debt and capital lease obligations			1,162
		Total current liabilities		226,810
Long-term debt and capital lease obligations				32,350
Accrued environmental costs				71,252
Deferred income taxes				205,101
Other liabilities				134,214
		Total liabilities		669,727
Owner's equity:
	Common stock, $0.01 par value, 1,000 shares authorized and issued			—
	Additional paid-in capital			1,292,572
	Receivable from affiliates and net assets of combined business			(234,785	)
	Accumulated deficit			(89,194	)
		Total owner's equity		968,593
			$	1,638,320

The accompanying notes are an integral part of these combined consolidated financial statements.

F-45

THE CIRCLE K CORPORATION

COMBINED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Thousands of Dollars)

			Nine Months Ended September 30,
			2003			2002
Revenues:
	Merchandise sales		$	1,696,008		$	1,669,131
	Fuel sales(a)			2,459,948			1,977,788
	Other			70,557			66,965
		Total revenues		4,226,513			3,713,884
Cost of sales and operating expenses:
	Cost of merchandise			1,225,933			1,193,447
	Cost of fuel(a)			2,171,809			1,784,319
	Operating expenses			509,863			514,041
	General and administrative			105,009			87,446
	Depreciation and amortization			55,298			48,558
		Total cost of sales and operating expenses		4,067,912			3,627,811
		Operating income		158,601			86,073
	Third party interest expense			(6,044	)		(6,862	)
	Affiliate interest expense			—			(229	)
	Income before income taxes			152,557			78,982
	Provision for income taxes			(59,663	)		(33,585	)
	Income before cumulative effect of change in accounting principles			92,894			45,397
	Cumulative effect of change in accounting principles (see Note 2)			(1,456	)		(194,646	)
	Net income/(loss)		$	91,438		$	(149,249	)

(a)    Includes excise taxes on fuel sales $ 580,007 $ 559,195

The accompanying notes are an integral part of these combined consolidated financial statements.

F-46

THE CIRCLE K CORPORATION

COMBINED CONSOLIDATED STATEMENTS OF OWNER'S EQUITY

(Unaudited)

(Thousands of Dollars, except share data)

						Receivable from Affiliates and Net Assets of Combined Business
	Common Stock
				Additional Paid-in Capital					Accumulated Deficit
	Shares	Amount										Total
Balance, December 31, 2001	1,000	$	—	$	1,292,572	$	55,824		$	1,437		$	1,349,833
Net loss	—		—		—		—			(149,249	)		(149,249	)
Change in intercompany	—		—		—		1,240			—			1,240
Balance, September 30, 2002	1,000	$	—	$	1,292,572	$	57,064		$	(147,812	)	$	1,201,824
Balance, December 31, 2002	1,000	$	—	$	1,292,572	$	(82,811	)	$	(180,632	)	$	1,029,129
Net income	—		—		—		—			91,438			91,438
Change in intercompany	—		—		—		(151,974	)		—			(151,974	)
Balance, September 30, 2003	1,000	$	—	$	1,292,572	$	(234,785	)	$	(89,194	)	$	968,593

The accompanying notes are an integral part of these combined consolidated financial statements.

F-47

THE CIRCLE K CORPORATION

COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Thousands of Dollars)

			Nine Months Ended September 30,
			2003			2002
Cash flows from operating activities:
Net income/(loss)			$	91,438		$	(149,249	)
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization			55,298			48,558
	Cumulative change in accounting principles			1,456			194,646
	Loss/(gain) on sale of assets			222			(3,427	)
	Deferred income taxes			10,737			43,726
	Changes in operating assets and liabilities:
		Receivables		6,231			(19,538	)
		Inventories		9,355			(12,139	)
		Prepaid expenses and other current assets		1,028			792
		Accounts payable		(16,663	)		(317	)
		Accrued expenses and other current liabilities		(885	)		8,573
		Money orders sold		808			(1,419	)
		Accrued environmental costs and environmental receivables		(4,053	)		(2,123	)
		Self-insurance and other reserves		(1,991	)		296
	Other, net			1,959			(4,375	)
Net cash provided by operating activities				154,940			104,004
Cash flows from investing activities:
Purchase of property and equipment				(28,447	)		(34,977	)
Deposit on buyout of Kathary lease				(42,223	)		—
Proceeds on sale of property and equipment				15,375			18,382
Other, net				216			2,305
Net cash used in investing activities				(55,079	)		(14,290	)
Cash flows from financing activities:
Repayments under long-term debt and capital lease agreements				(1,674	)		(398	)
Advances to affiliates, net				(118,765	)		(104,233	)
Net cash used in financing activities				(120,439	)		(104,631	)
Net decrease in cash and cash equivalents				(20,578	)		(14,917	)
Cash and cash equivalents at beginning of period				64,125			58,904
Cash and cash equivalents at end of period			$	43,547		$	43,987
Supplemental cash flow information:
	Interest paid		$	6,044		$	7,015

The accompanying notes are an integral part of these combined consolidated financial statements.

F-48

THE CIRCLE K CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2003 and 2002

(All Information Is Unaudited)

1. Basis of Presentation

        The combined consolidated interim financial statements of The Circle K Corporation and its wholly-owned subsidiaries ("Circle K") and 68 convenience stores operated under the Phillips 66 brand ("Phillips Retail") under common control from September 15, 2001 through September 30, 2003 (collectively referred to as the "Company") are unaudited and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation of the Company's combined consolidated financial position, results of operations, and cash flows. These unaudited combined consolidated financial statements should be read in conjunction with the Company's audited combined consolidated financial statements and notes thereto for the year ended December 31, 2002.

        ConocoPhillips (the "Parent") charges the Company a portion of its corporate support costs, including legal, treasury, planning, environmental, tax, auditing, information technology and other corporate services, based on usage, actual costs or other allocation methods considered reasonable by ConocoPhillips' management. See Note 7.

2. Changes in Accounting Principles

Asset Retirement Obligation

        Effective January 1, 2003, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations", which applies to legal obligations associated with the retirement and removal of long-lived assets. SFAS 143 requires the Company to record the fair value of a liability for an asset retirement obligation in the period when it is incurred (typically when the asset is installed at the production location). When the liability is initially recorded, the Company capitalizes the cost by increasing the carrying amount of the related property and equipment. Over time, the liability is accreted upward for the change in its present value each period, and the initial capitalized cost is depreciated over the useful life of the related asset.

        The Company's only material asset removal obligation relates to underground storage tanks at its convenience stores. Application of this new accounting standard resulted in an increase in property and equipment of $1.3 million and an asset retirement obligation liability of $3.6 million. The cumulative effect of this change in accounting principle was a decrease in net income during the nine months ended September 30, 2003 of $1.5 million.

        During the nine months of 2003, the Company's overall asset retirement obligation was accreted upward by $0.3 million to $3.9 million. Accretion expense is included in operating expenses in the results of operations. The effect of adopting SFAS No. 143 on operating results for the nine months ended September 30, 2003 was not material and the pro forma effects of retroactive application of SFAS No. 143 would not be material to the Company's results of operations or its financial position.

Accounting for Goodwill and Other Intangibles

        The Company adopted the non-amortization provisions of SFAS No. 142, "Goodwill and Other Intangible Assets," effective September 15, 2001. The remaining provisions of SFAS No. 142 were adopted effective January 1, 2002. The Company completed the first step of the transitional goodwill

F-49

impairment test by comparing the enterprise fair value to the carrying or book value as of January 1, 2002. While the Parent performed its transitional goodwill impairment test at a higher reporting unit level than the Company and did not have an impairment at that higher level, the push-down amount of goodwill to these financial statements is not supported by the estimated enterprise fair value of the Company and thus the goodwill of $194.6 million is considered to be fully impaired in these financial statements. Fair value was measured using a methodology and assumptions consistent with that used in a valuation by an independent third party as part of the Parent's adoption of SFAS No. 142, which was based on market multiples, comparable transactions, and discounted cash flow methodologies.

Stock-Based Compensation

        Effective January 1, 2003, the Company adopted the fair-value accounting method provided for under SFAS No. 123, "Accounting for Stock-Based Compensation." The Company is using the prospective transition method provided under SFAS No. 148, applying the fair-value accounting method and recognizing compensation expense for all stock options granted or modified after December 31, 2002. Options granted prior to 2003 will continue to be accounted for under Accounting Principles Board (APB) No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. The following table illustrates the effect on net income as if the fair-value-based method had been applied to all outstanding and unvested awards in each period.

	Nine Months Ended September 30,
	2003			2002
	(Thousands of Dollars)
Net income/(loss) as reported	$	91,438		$	(149,249	)
Deduct: Total stock-based employee compensation expense determined under fair-value-based method for all awards, net of related tax effects		(779	)		(423	)
Pro forma net income/(loss)	$	90,659		$	(149,672	)

3. Inventories

	September 30, 2003
	(Thousands of Dollars)
Store merchandise	$	122,322
Warehouse merchandise		7,653
Fuel inventories		28,537
	$	158,512

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4. Accrued Environmental Costs

        The Company is subject to extensive federal, state, and local environmental laws and regulations which include obligations to remove or mitigate the effects on the environment of petroleum releases from the Company's underground motor fuel storage tanks ("UST"). These laws and regulations are complex, change frequently, and are subject to differing interpretations. The Company has established accruals for those sites where it is probable that a release has occurred and the amount of the loss can be reasonably estimated. The Company adjusts its accruals based on new incidents and updated information and is impacted by a number of factors including changes in remediation technologies, new developments and interpretations of government policy, soil and groundwater conditions, and other factors.

        As a result of various acquisitions in the past, the Company assumed certain environmental obligations. Some of these environmental obligations are mitigated by indemnification agreements and some of the indemnifications are subject to dollar limits and time limits.

        For sites with known contamination, the Company has recorded an asset related to estimated future claims for reimbursements of remediation costs from various state trust fund programs. These trust funds are governed by differing state-specific rules and vary in their overall benefit to the Company. The trust fund programs have been submitted to or approved by the EPA, many of which include third-party compensation. The available trust fund programs require the Company to pay fees or collect taxes to pay for remediation activities. The asset related to estimated trust fund reimbursements recorded by the Company is only for those states in which trust funds are currently reimbursing applicants and in which the Company believes future reimbursement is probable.

        Environmental exposures are difficult to assess and estimate for numerous reasons including the complexity and differing interpretations of governmental regulations, the lack of reliable data, the number of potentially responsible parties and their financial capabilities, the multiplicity of possible solutions, the years of remedial and monitoring activity required, and the identification of new sites. When the Company prepares its combined consolidated financial statements, accruals for environmental liabilities are recorded based on management's best estimate using all information that is available at the time. Loss estimates are measured and liabilities are based on currently available facts, existing technology, and presently enacted laws and regulations, taking into consideration the likely effects of inflation and other societal and economic factors. Also considered when measuring environmental liabilities are the Company's prior experience in remediation of contaminated sites, other companies' cleanup experience and data released by the U.S. Environmental Protection Agency ("EPA") or other organizations. Unasserted claims are reflected in the Company's determination of environmental liabilities and are accrued in the period that they are both probable and reasonably estimable.

        Based on currently available information, the Company believes that it has adequately provided for environmental exposures. However, should these matters be resolved unfavorably to the Company, they could have a material adverse effect on its long-term combined consolidated financial position and results of operations.

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5. Commitments and Contingencies

        There are various legal proceedings and claims pending against the Company that are common to its operations for which, in some instances, no provision has been made. While it is not feasible to predict or determine the ultimate outcome of these matters, it is the opinion of management that these suits will not result in monetary damages not covered by insurance that in the aggregate would be material to the business or operations of the Company.

        The Company is currently subject to a lawsuit in California regarding overtime pay for store managers. This case is brought by store managers and alleges that they were due overtime pay based on the job duties they performed. The plaintiffs are currently trying to certify the case as a class action on behalf of themselves and others similarly situated. The case is in the preliminary stages of discovery and the outcome cannot be predicted.

        A lawsuit was filed against the Company in January 2003 regarding compliance with the Americans with Disabilities Act ("ADA"). The plaintiffs are seeking to be certified as a class and claim that the Company's stores do not comply with the provisions of the ADA. The Company expects to enter into a consent decree with the plaintiffs to make certain capital improvements between June 2004 and December 2008, which the Company estimates may cost up to $18.6 million.

        The Company carries insurance policies on insurable risks, which it believes to be appropriate, at commercially reasonable rates. While management believes the Company is adequately insured, future losses could exceed insurance policy limits or, under adverse interpretations, be excluded from coverage. Future liability or costs, if any, incurred under such circumstances would have to be paid out of general corporate funds.

        One of the Company's distributors filed for Chapter 11 bankruptcy protection on April 1, 2003. The distributor has continued to supply the Company's stores with no interruption of service and has indicated that it intends to maintain service to the Company on the same terms as called for in the existing contract. The Company has made contingency plans should the distributor not be able to continue supplying the Company's stores in the future.

        The Parent provides guarantees on certain agreements entered into by the Company. These guarantees include performance guarantees under certain capital and operating leases through lease termination including any renewal options. The most significant lease has a primary term that expires in 2021 and requires the Parent to pay all rents, contingent rents, and to perform all terms, conditions, covenants, and agreements in the lease should the Company fail to comply.

6. Guarantees

        As part of its normal ongoing business operations and consistent with generally accepted and recognized industry practice, the Company enters into various agreements with other parties (the Agreements). These Agreements apportion future risks between the parties for the transaction(s) or relationship(s) governed by such Agreements. One method of apportioning risk between the Company and the other contracting party is the inclusion of provisions requiring one party to indemnify the other party against losses that might otherwise be incurred by such other party in the future (the Indemnity or Indemnities). Many of the Company's Agreements contain an Indemnity or Indemnities that require

F-52

the Company to perform certain obligations as a result of the occurrence of a triggering event or condition.

        The nature of these indemnity obligations is diverse and numerous and each has different terms, business purposes, and triggering events or conditions for indemnity obligation. Consistent with customary business practice, any particular indemnity obligation incurred by the Company is the result of a negotiated transaction or contractual relationship for which the Company has accepted a certain level of risk in return for a financial or other type of benefit to the Company. In addition, the Indemnity or Indemnities in each Agreement vary widely in their definitions of both the triggering event and the resulting obligation, which is contingent on that triggering event.

        With regard to indemnifications, the Company's risk management philosophy is to limit risk in any transaction or relationship to the maximum extent reasonable in relation to commercial and other considerations. Before accepting any indemnity obligation, the Company makes an informed risk management decision considering, among other things, the remoteness of the possibility that the triggering event will occur, the potential costs to perform any resulting indemnity obligation, possible actions to reduce the likelihood of a triggering event or to reduce the costs of performing an indemnity obligation, the benefits to the Company from the transaction or relationship, whether the Company is in fact indemnified by an unrelated third party, and whether insurance coverage may be available to offset the cost of the indemnity obligation.

        Because many or most of the Company's indemnity obligations are not limited in duration or potential monetary exposure, the Company cannot calculate the maximum potential amount of future payments that could be paid under the Company's indemnity obligations stemming from all its existing Agreements. The Company has disclosed significant contractual matters, including, but not limited to, indemnity obligations, which are reasonably possible to have a material impact on the Company's financial performance. The Company also accrues for contingent liabilities, including those arising out of indemnity obligations, when a loss is probable and the amounts can be reasonably estimated (see Note 5). The Company is not aware of the occurrence of any triggering event or condition that would have a material adverse impact on the Company's combined consolidated financial statements as a result of an indemnity obligation relating to such triggering event or condition.

F-53

7. Related Party Transactions

        Significant transactions with related parties were as follows (thousands of dollars):

	Nine Months Ended September 30, 2003		Nine Months Ended September 30, 2002
Product purchases(a)	$	1,465,957	$	1,109,209
Credit card processing fees(b)		3,467		2,732
Rent expense(c)		9,101		10,656
Royalty expense(d)		4,810		2,672
General and administrative expenses(e)		41,081		33,373
Payroll benefits(f)		55,449		36,903
Interest expense(g)		—		229

(a)

The Company purchases gasoline and diesel fuel for its stores from the Parent at prices that approximate market.

(b)

The Parent provides credit card processing and collection support for all third-party credit cards to the Company and these costs are recorded in cost of fuel. In addition, the Parent maintains a proprietary credit card and charges the Company processing fees for the use of the proprietary card at the Company's stores.

(c)

Certain sites are leased by the Parent. The Company operates these sites and pays rents, including insurance and office space, to the Parent's operating units. These rents are at rates that approximate market.

(d)

The Company pays a royalty fee to the Parent for the use of certain motor fuel brands at certain stations.

(e)

The Parent charges the Company a portion of its corporate support costs, including legal, treasury, environmental, tax, auditing, information technology, and other corporate services, based on usage, actual costs, or other allocation methods considered reasonable by the Parent's management.

(f)

The Parent pays on behalf of the Company various payroll expenses including employer payroll taxes, 401(k) company match, pension, medical, and dental. These costs are assessed to the Company based on payroll dollars.

(g)

The Company incurs interest expense on borrowings from and debt to the Parent.

        The Company also incurs advertising costs on behalf of itself and other operations of the Parent. These expenses are allocated between the Company and the Parent based on the sites benefiting from the advertising.

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8. New Accounting Standards

Consolidation of Variable Interest Entities

        In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities," ("FIN 46") which provides guidance related to identifying variable interest entities ("VIE") and determining whether such entities should be consolidated. The consolidation requirements of FIN 46 apply immediately to VIEs created after January 31, 2003, and will apply to existing VIEs no later than the end of 2003. Due to the implementation of this standard, the Parent consolidated certain VIEs relating to synthetic leases of service stations (i.e., special purpose entities ("SPEs") that are third-party trusts established by a trustee and principally funded by financial institutions). However, the adoption of this standard did not have a material effect on the Company, as the Company is only a sub-lessee of some of the service stations.

Derivative Instruments and Hedging Activities

        In April 2003, the FASB released SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," most of which must be adopted prospectively as of July 1, 2003. The adoption of this standard did not have a material impact on the Company's results of operations or financial position.

Financial Instruments with Characteristics of Liabilities and Equity

        In the second quarter of 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," to establish standards for classification and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. The statement was immediately effective for all contracts entered into or modified after May 31, 2003, and became effective July 1, 2003, for all previously existing contracts. On November 7, 2003, the FASB issued FASB Staff Position No. FAS 150-3, which deferred certain provisions of SFAS No. 150. The adoption of this standard did not have a material impact on the Company's results of operations or financial position.

9. Generally Accepted Accounting Principles in the United States and Canada

        The combined consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), which differ in certain respects from those principles and practices that the Company would have followed had its consolidated financial statements been prepared in accordance with accounting principles generally accepted in Canada (Canadian GAAP).

F-55

        The adjustments to comply with Canadian GAAP would be as follows:

			Nine Months Ended September 30, 2003		Nine Months Ended September 30, 2002
Combined Consolidated Statements of Income
Net income/(loss) as reported			$	91,438	$	(149,249	)
Adjustments in respect of:
	Asset retirement obligations(a)			557		—
	Cumulative effect of accounting changes:
		Asset retirement obligations(a)		1,456		—
		Accounting for goodwill and other intangibles(b)		—		194,646
Net income in accordance with Canadian GAAP			$	93,451	$	45,397

	September 30, 2003
	U.S. GAAP	Canadian GAAP
Combined Consolidated Balance Sheet
Assets
Property and equipment, net(a)	$856,984	$	856,372
Liabilities
Long-term deferred income taxes(a)	$205,101	$	206,389
Other long-term liabilities(a)	134,214		130,301
Owner's equity
Accumulated deficit(a)	$(89,194)	$	(87,181	)

(a)

Under Canadian GAAP, the change in accounting principle concerning the accounting for asset retirement obligations (SFAS No. 143) is not required until commenced on January 1, 2004. See Note 2 concerning the Company's implementation of SFAS No. 143 for U.S. GAAP purposes on January 1, 2003.

(b)

Under Canadian GAAP, the change in accounting principle concerning the accounting for goodwill and other intangibles (SFAS No. 142) would be recorded as an adjustment to beginning accumulated deficit on January 1, 2002 rather than as a cumulative effect in the combined consolidated statement of income for the nine months ended September 30, 2002. See Note 2 concerning the Company's implementation of SFAS No. 142 for U.S. GAAP purposes on January 1, 2002.

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10. Subsequent Events

Kathary Lease Buyout

        On October 1, 2003, the sites contained in the Kathary lease were purchased from the lessor for $246 million. The Parent purchased directly 69 sites and the remaining sites were purchased by the Company. At September 30, 2003, Other Assets includes a $42 million escrow deposit related to the purchase.

Proposed Acquisition by Alimentation Couche-Tard Inc.

        Pursuant to an agreement dated October 3, 2003, as amended, the Parent agreed to sell all of the issued and outstanding shares of the Company to Alimentation Couche-Tard Inc. ("Couche-Tard"). As a result, the Company will become a subsidiary of Couche-Tard. The transaction, which is subject to regulatory review and approval, is expected to close by the end of the fourth quarter of 2003.

        In connection with the transaction, approximately 370 of the Company's retail sites will be transferred to the Parent. The operations and cash flows of those sites and general and administrative expenses of field divisions that supervise the operation of those sites will be eliminated from the ongoing operations of the Company, and the Company will not have any continuing significant involvement with those sites subsequent to the transfer. The Company's financial statements published for periods subsequent to the transfer will report the transferred sites as discontinued operations. The following pro forma financial statements are presented for illustrative purposes to show the effects of reporting the discontinued operations.

F-57

        The unaudited pro forma balance sheet as of September 30, 2003 is as follows (thousands of dollars):

At September 30, 2003		Company before Adjustments		Operations of Assets to be Transferred(a)			Company as Adjusted
Cash		$	43,547	$	(771	)	$	42,776
Receivables, net			39,555		(1,252	)		38,303
Inventories			158,512		(21,690	)		136,822
Deferred tax asset			12,749		573			13,322
Prepaid expenses and other current assets			11,714		(81	)		11,633
	Total current assets		266,077		(23,221	)		242,856
Property and equipment, net			856,984		(137,605	)		719,379
Goodwill and other intangibles, net			418,617		(1,648	)		416,969
Other assets			96,642		(11,387	)		85,255
		$	1,638,320	$	(173,861	)	$	1,464,459
Accounts payable		$	63,464		(187	)	$	63,277
Accrued expense and other current liabilities			142,192		(8,109	)		134,083
Money orders sold			19,992		—			19,992
Current maturities of debt and capital leases			1,162		—			1,162
	Total current liabilities		226,810		(8,296	)		218,514
Long-term debt and capital lease obligations			32,350		—			32,350
Accrued environmental costs			71,252		(27,193	)		44,059
Deferred income taxes			205,101		(7,467	)		197,634
Other liabilities			134,214		239			134,453
	Total liabilities		669,727		(42,717	)		627,010
Owner's equity			968,593		(131,144	)		837,449
		$	1,638,320	$	(173,861	)	$	1,464,459

See notes to the unaudited pro forma financial statements following the pro forma financial statements.

F-58

        The unaudited pro forma statement of income for the nine months ended September 30, 2003 is as follows (thousands of dollars):

Nine Months Ended September 30, 2003			Company before Adjustments			Operations of Assets to be Transferred(a)			Company as Adjusted
Revenues:
	Merchandise sales		$	1,696,008		$	(217,876	)	$	1,478,132
	Fuel sales			2,459,948			(887,665	)		1,572,283
	Other			70,557			(21,176	)		49,381
		Total revenues		4,226,513			(1,126,717	)		3,099,796
Cost of sales and operating expenses:
	Cost of merchandise			1,225,933			(157,760	)		1,068,173
	Cost of fuel			2,171,809			(756,367	)		1,415,442
	Operating expenses			509,863			(127,989	)		381,874
	General and administrative			105,009			(6,936	)		98,073
	Depreciation and amortization			55,298			(12,283	)		43,015
		Total cost of sales and operating expenses		4,067,912			(1,061,335	)		3,006,577
		Operating income		158,601			(65,382	)		93,219
Interest expense, net				(6,044	)		—			(6,044	)
Income before income taxes				152,557			(65,382	)		87,175
Provision for income taxes				(59,663	)		25,669			(33,994	)
Income before cumulative effect of change in accounting principle				92,894			(39,713	)		53,181
Cumulative effect of change in accounting principle				(1,456	)		—			(1,456	)
Net income			$	91,438		$	(39,713	)	$	51,725

See notes to the unaudited pro forma financial statements following the pro forma financial statements.

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        The unaudited pro forma statement of income for the nine months ended September 30, 2002 is as follows (thousands of dollars):

Nine Months Ended September 30, 2002			Company before Adjustments			Operations of Assets to be Transferred(a)			Company as Adjusted
Revenues:
	Merchandise sales		$	1,669,131		$	(248,074	)	$	1,421,057
	Fuel sales			1,977,788			(762,647	)		1,215,141
	Other			66,965			(22,556	)		44,409
		Total revenues		3,713,884			(1,033,277	)		2,680,607
Cost of sales and operating expenses:
	Cost of merchandise			1,193,447			(180,383	)		1,013,064
	Cost of fuel			1,784,319			(664,163	)		1,120,156
	Operating expenses			514,041			(137,500	)		376,541
	General and administrative			87,446			(6,688	)		80,758
	Depreciation and amortization			48,558			(12,253	)		36,305
		Total cost of sales and operating expenses		3,627,811			(1,000,987	)		2,626,824
		Operating income		86,073			(32,290	)		53,783
Interest expense, net				(7,091	)		—			(7,091	)
Income before income taxes				78,982			(32,290	)		46,692
Provision for income taxes				(33,585	)		12,854			(20,731	)
Income before cumulative effect of change in accounting principle				45,397			(19,436	)		25,961
Cumulative effect of change in accounting principle				(194,646	)		—			(194,646	)
Net loss			$	(149,249	)	$	(19,436	)	$	(168,685	)

(a)

As part of the transfer agreement, the operating results of the approximately 370 stores will be transferred to the Parent. The income statement adjustments include the general and administrative expenses of field divisions that supervise the operations of the stores. The tax benefit has been calculated based on the effective income tax rate of the Company. The pro forma adjustments to the balance sheet represent the assets and liabilities that are specifically identified with the sites that will be transferred to the Parent. Assets and liabilities which were commingled and could not be specifically allocated to the sites transferred to the Parent are included in the Company as Adjusted column.

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Report of Independent Auditors

The Board of Directors
The Circle K Corporation

We have audited the accompanying combined consolidated balance sheets of The Circle K Corporation as of December 31, 2002 and 2001, and the related combined consolidated statements of income, owner's equity, and cash flows for the year ended December 31, 2002 and the period from September 15, 2001 to December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined consolidated financial position of The Circle K Corporation at December 31, 2002 and 2001, and the combined consolidated results of its operations and its cash flows for the year ended December 31, 2002 and the period from September 15, 2001 to December 31, 2001, in conformity with accounting principles generally accepted in the United States.

As discussed in Note 6 to the combined consolidated financial statements, effective January 1, 2002 the company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."

Ernst & Young LLP

Houston, Texas
July 31, 2003

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THE CIRCLE K CORPORATION

COMBINED CONSOLIDATED BALANCE SHEETS

(Thousands of Dollars)

			December 31,			December 31,
			2002			2001
ASSETS
Current assets:
	Cash and cash equivalents		$	64,125			58,904
	Receivables, net			45,786			45,363
	Inventories			167,867			153,384
	Deferred tax asset			16,025			11,762
	Prepaid expenses and other current assets			12,742			14,244
		Total current assets		306,545			283,657
Property and equipment, net				926,865			1,002,767
Goodwill and other intangibles, net				418,597			646,519
Other assets				54,586			55,763
			$	1,706,593			1,988,706
LIABILITIES AND OWNER'S EQUITY
Current liabilities:
Accounts payable			$	75,373			69,270
	Accrued expenses and other current liabilities			143,077			123,272
	Money orders sold			19,184			24,347
	Current maturities of long-term debt and capital lease obligations			1,079			898
		Total current liabilities		238,713			217,787
Long-term debt and capital lease obligations				34,106			35,320
Accrued environmental costs				75,305			76,608
Deferred income taxes				198,570			176,802
Other liabilities				130,770			132,356
		Total liabilities		677,464			638,873
Owner's equity:
	Common stock, $0.01 par value, 1,000 shares authorized and issued			—			—
	Additional paid-in capital			1,292,572			1,292,572
	(Receivable from)/Payable to affiliates and net assets of combined business			(82,811	)		55,824
	(Accumulated deficit)/Retained earnings			(180,632	)		1,437
		Total owner's equity		1,029,129			1,349,833
			$	1,706,593		$	1,988,706

The accompanying notes are an integral part of these combined consolidated financial statements.

F-62

THE CIRCLE K CORPORATION

COMBINED CONSOLIDATED STATEMENTS OF INCOME

(Thousands of Dollars)

			Year Ended December 31, 2002			For the period September 15, 2001 to December 31, 2001
Revenues:
	Merchandise sales		$	2,202,318		$	633,830
	Fuel sales(a)			2,690,596			688,909
	Other			88,106			23,967
		Total revenues		4,981,020			1,346,706
Cost of sales and operating expenses:
	Cost of merchandise			1,569,881			454,781
	Cost of fuel(a)			2,414,263			602,653
	Impairment of trade name and property and equipment			86,058			—
	Operating expenses			681,985			205,615
	General and administrative			129,688			50,689
	Depreciation and amortization			67,666			27,947
		Total cost of sales and operating expenses		4,949,541			1,341,685
		Operating income		31,479			5,021
	Third party interest expense			(9,377	)		(2,799	)
	Intercompany interest expense			(221	)		(117	)
	Income before income taxes			21,881			2,105
	Provision for income taxes			(9,304	)		(668	)
	Income before cumulative effect of change in accounting principle			12,577			1,437
	Cumulative effect of change in accounting principle (see Note 6)			(194,646	)		—
	Net (loss)/income		$	(182,069	)	$	1,437

(a)    Includes excise taxes on fuel sales $ 749,001 $ 206,330

The accompanying notes are an integral part of these combined consolidated financial statements.

F-63

THE CIRCLE K CORPORATION

COMBINED CONSOLIDATED STATEMENTS OF OWNER'S EQUITY

(Thousands of Dollars, except share data)

						(Receivable from) /Payable to Affiliates and Net Assets of Combined Business
	Common Stock								(Accumulated Deficit)/ Retained Earnings
				Additional Paid-in Capital
	Shares	Amount										Total
Balance, September 14, 2001 (pre-acquisition)	1,000	$	—	$	727,036	$	431,005		$	202,980		$	1,361,021
Purchase price adjustments (see Note 2)	—		—		134,531		—			(202,980	)		(68,449	)
Forgiveness of intercompany liabilities (see Note 2)	—		—		431,005		(431,005	)		—			—
Balance, September 14, 2001 (post-acquisition)	1,000		—		1,292,572		—			—			1,292,572
Addition of Phillips Retail intercompany balances for stores operated under common control (see Note 1)	—		—		—		19,141			—			19,141
Net income	—		—		—		—			1,437			1,437
Net advances from affiliates	—		—		—		36,683			—			36,683
Balance, December 31, 2001	1,000		—		1,292,572		55,824			1,437			1,349,833
Net loss	—		—		—		—			(182,069	)		(182,069	)
Net advances to affiliates	—		—		—		(138,635	)		—			(138,635	)
Balance, December 31, 2002	1,000	$	—	$	1,292,572	$	(82,811	)	$	(180,632	)	$	1,029,129

The accompanying notes are an integral part of these combined consolidated financial statements.

F-64

THE CIRCLE K CORPORATION

COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of Dollars)

			Year Ended December 31, 2002			Period from September 15, 2001 to December 31, 2001
Cash flows from operating activities:
Net (loss)/income			$	(182,069	)	$	1,437
Adjustments to reconcile net (loss)/income to net cash provided by/(used in) operating activities:
	Depreciation and amortization			67,666			27,947
	Impairment of trade name and property and equipment			86,058			—
	Cumulative change in accounting principle			194,646			—
	(Gain)/Loss on sale of assets			(3,250	)		229
	Deferred income taxes			17,505			6,642
	Changes in operating assets and liabilities:
		Receivables		(423	)		(2,850	)
		Inventories		(14,483	)		11,032
		Prepaid expenses and other current assets		1,502			(2,595	)
		Accounts payable		6,103			(2,526	)
		Accrued expenses and other current liabilities		19,805			(3,173	)
		Money orders sold		(5,163	)		(7,064	)
		Accrued environmental costs and environmental receivables		(1,303	)		(17,527	)
		Self-insurance and other reserves		(656	)		(1,109	)
	Other, net			(10	)		(3,519	)
Net cash provided by/(used in) operating activities				185,928			6,924
Cash flows from investing activities:
Purchase of property and equipment				(76,978	)		(65,778	)
Proceeds on sale of property and equipment				25,917			11,161
Other, net				2,138			6,232
Net cash used in investing activities				(48,923	)		(48,385	)
Cash flows from financing activities:
Repayments under long-term debt and capital lease obligations				(1,033	)		(216	)
(Advances to)/borrowings from affiliates, net				(130,751	)		30,777
Net cash (used in)/provided by financing activities				(131,784	)		30,561
Net increase/(decrease) in cash and cash equivalents				5,221			(10,900	)
Cash and cash equivalents at beginning of period				58,904			69,697
Beginning cash of combined Phillips Retail (see Note 1)				—			107
Cash and cash equivalents at end of period			$	64,125		$	58,904
Supplemental cash flow information:
	Interest paid		$	9,376		$	2,797

The accompanying notes are an integral part of these combined consolidated financial statements.

F-65

THE CIRCLE K CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2002 AND THE
PERIOD FROM SEPTEMBER 15, 2001 TO DECEMBER 31, 2001

1. Summary of Significant Accounting Policies

Basis of Combined Consolidated Financial Statements

        These combined consolidated financial statements represent the operations of The Circle K Corporation and its wholly-owned subsidiaries ("Circle K") and 68 convenience stores operated under the Phillips 66 brand ("Phillips Retail") under common control from September 15, 2001 through December 31, 2002 (collectively referred to as the "Company"). Circle K is a separate legal entity during the periods presented and was acquired in 1996 by Tosco Corporation ("Tosco"). Phillips Petroleum Company ("Phillips") acquired Tosco on September 14, 2001 and Phillips and Conoco Inc. combined their businesses by merging on August 30, 2002 becoming ConocoPhillips (Tosco, Phillips, and ConocoPhillips are collectively referred to as the "Parent" companies). Phillips' cost of acquiring Tosco has been allocated to the Circle K financial statements (see Note 2).

        The Company operates approximately 2,000 convenience stores, which consists primarily of retail sales of groceries, tobacco products, beverages, general merchandise and motor fuels. The majority of the Company's stores are located in the sunbelt region of the United States.

        The Parent charges the Company a portion of its corporate support costs, including legal, treasury, planning, environmental, tax, auditing, information technology, and other corporate services, based on usage, actual costs or other allocation methods considered reasonable by ConocoPhillips management (see Note 15).

Combination and Consolidation Principles

        Majority-owned, controlled subsidiaries are consolidated and combined with Phillips Retail during the periods the businesses were under common control. All significant intercompany accounts and transactions between the Company and its consolidated subsidiaries have been eliminated.

Use of Estimates

        The preparation of financial statements in conformity with generally accepted accounting principles requires management estimates and assumptions that affect the reported amounts of assets and liabilities, the reported results of operations, and the disclosure of contingent assets and liabilities. Actual results could differ from the estimates and assumptions used.

Cash and Cash Equivalents

        Cash held by the Company represents depository accounts, store change funds, and certain operating and payroll accounts. Cash in the depository accounts is swept by the Parent as part of its centralized cash management system.

Inventories

        Merchandise inventories at the stores are valued using the first-in, first-out ("FIFO") retail method. Merchandise inventories at the Company's distribution warehouse are valued at FIFO cost. Fuel inventories are valued at the lower of cost or market on the FIFO basis.

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Property and Equipment

        Property and equipment placed into service after September 14, 2001 are carried at cost less accumulated depreciation and amortization. Circle K's property and equipment placed into service prior to September 14, 2001 is based on the allocated purchase price of Phillips' acquisition of Circle K less accumulated depreciation and amortization since the acquisition date. Depreciation and amortization are provided over the estimated useful lives of the respective classes of assets utilizing the straight-line method. Routine maintenance and repairs are expensed. Gains and losses on disposition of assets are reflected in results of operations.

        Estimated useful lives for depreciation purposes are as follows:

Buildings	15 to 40 years
Store fixtures and equipment	3 to 15 years
Leasehold improvements	5 to 15 years

        When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated, with any gain or loss reflected in income. When less than complete units of depreciable property are disposed of or retired, the difference between asset cost and salvage value is charged or credited to accumulated depreciation.

Impairment of Property and Equipment

        Property and equipment used in operations are assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in the future cash flows expected to be generated by an asset group. If, upon review, the sum of the undiscounted pretax cash flows is less than the carrying value of the asset group, the carrying value is written down to estimated fair value. Individual assets are grouped for impairment purposes at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. The fair value of impaired assets is determined based on quoted market prices in active markets, if available, or upon the present values of expected future cash flows using discount rates commensurate with the risks involved in the asset group. Long-lived assets committed by management for disposal within one year are accounted for at the lower of amortized cost or fair value, less cost to sell.

Goodwill and Other Intangible Assets

        Goodwill and other intangible assets are not amortized, but are tested at least annually for impairment.

Advertising Costs

        Production costs of media advertising are deferred until the first public showing of the advertisement. Advances to secure advertising slots at specific sporting, racing, or other events are deferred until the event occurs. All other advertising costs are expensed as incurred. Advertising expense for 2002 and the period from September 15, 2001 to December 31, 2001 was $20.3 million and

F-67

$6.5 million, respectively. At December 31, 2002 and December 31, 2001 there were no deferred advertising expenses.

Income Taxes

        The Company's results of operations are included in the consolidated U.S. federal and state income tax returns of the Parent. Deferred income taxes are computed using the liability method and are provided on all temporary differences between the financial-reporting basis and the tax basis of the Company's assets and liabilities. Income tax expense or benefit is computed as if the Company were on a separate-return basis using the same principles and elections used in the Parent's consolidated return.

Comprehensive Income

        The Company does not have any items of other comprehensive income, as defined in Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income."

Environmental Costs

        Environmental costs are expensed or capitalized as appropriate, depending upon their future economic benefit. Costs that relate to an existing condition caused by past operations, and that do not have future economic benefits, are expensed. Liabilities for these expenditures are recorded on an undiscounted basis (unless acquired in a purchase business acquisition—see Note 2) when environmental assessments or cleanups are probable and the costs can be reasonably estimated. Accretion expense associated with discounted liabilities is recorded in operating expense. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable.

Insurance/Self-Insurance

        The Company uses a combination of insurance, self-insured retention, and self-insurance for a number of risks including workers' compensation (in certain states), property damage, and general liability claims. Accruals for loss incidences are made based on the Company's claims experience and actuarial assumptions followed in the insurance industry. Actual losses could differ from accrued amounts.

Receivable/Payable to Affiliates

        The Company has various transactions with the Parent and the Parent's other subsidiaries. These transactions include purchasing fuel inventory, leasing properties, cash advances to the Parent, transferring assets, and allocation of general and administrative costs to the Company (see Note 15).

Vendor Allowances, Rebates and Other Vendor Payments

        The Company receives payments for vendor allowances, volume rebates, and other supply arrangements in connection with various programs. The Company records these payments as a reduction to cost of sales or expenses to which the particular vendor payment relates. For unearned

F-68

payments, the Company records deferred income and amortizes the balance, as earned, over the term of the respective agreement. The amounts recognized as reductions of cost of sales were $148.8 million and $44.2 million, for the year ended December 31, 2002 and for the period from September 15, 2001 to December 31, 2001, respectively (see Note 19).

Revenue Recognition

        Revenues are recognized at the time of sale to the customer.

Excise Taxes

        Excise taxes collected on behalf of governmental agencies are included in fuel sales and cost of fuel.

Segment Reporting

        The Company reports segment information in accordance with SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," which establishes annual and interim reporting standards for an enterprise's business segments and related disclosures about its products, services, geographical areas and major customers. The Company operates in one segment.

2. Acquisition of Circle K

        On September 14, 2001, Phillips acquired Circle K via its acquisition of Tosco. The acquisition was accounted for using the purchase method of accounting as required by SFAS No. 141, "Business Combinations." Because of the application of purchase accounting, the combined consolidated financial statements of the Company are not comparable to the financial statements for periods prior to

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September 14, 2001. The following allocation of the purchase price to Circle K was made at September 14, 2001 (thousands of dollars):

Cash		$	69,697
Receivables			46,024
Inventories			159,936
Deferred tax asset			11,033
Prepaid expenses and other current assets			11,649
Property and equipment			950,899
Goodwill and other intangibles			646,519
Other assets			56,774
	Total assets	$	1,952,531
Accounts payable		$	71,796
Accrued expenses and other current liabilities			126,445
Money orders sold			31,411
Long-term debt and capital lease obligations			36,152
Accrued environmental costs			97,646
Deferred income taxes			158,225
Other liabilities			138,284
Owner's equity			1,292,572
	Total liabilities and owner's equity	$	1,952,531

3. Receivables

        Receivables at December 31 were as follows (thousands of dollars):

	2002			2001
Due from suppliers	$	33,643		$	33,955
State environmental trust funds		3,243			3,243
Credit card		6,733			4,972
Other		2,681			3,669
		46,300			45,839
Less allowance for doubtful accounts		(514	)		(476	)
	$	45,786		$	45,363

        The Company participates in the Parent's cash management function whereby the Parent processes credit card receivables derived from the Company's convenience store operations.

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4. Inventories

        Inventories at December 31 were as follows (thousands of dollars):

	2002		2001
Merchandise	$	127,413	$	120,169
Warehouse merchandise inventory		10,995		7,859
Fuel inventories		29,459		25,356
	$	167,867	$	153,384

5. Property and Equipment

        The Company's investment in property and equipment with total accumulated depreciation and amortization at December 31 was as follows (thousands of dollars):

	2002			2001
Land	$	451,181		$	413,365
Buildings		164,622			160,470
Store fixtures and furniture		52,137			19,295
Equipment		300,213			320,873
Construction in progress		69,925			98,660
Assets under capital leases (primarily buildings)		31,548			23,780
		1,069,626			1,036,443
Less accumulated depreciation and amortization(a)		(142,761	)		(33,676	)
	$	926,865		$	1,002,767

(a)

Includes accumulated amortization related to assets under capital leases of $9.8 million and $7.1 million at December 31, 2002 and 2001, respectively.

        In December 2002, the Parent recognized an impairment of assets held for sale in conjunction with its announced plan to sell Circle K and other operations. Accordingly, the Company evaluated the ongoing value of its convenience stores on a site-by-site basis. Based on this evaluation, the Company determined that long-lived assets with a carrying amount of approximately $95.2 million were no longer recoverable and were in fact impaired, and wrote them down to their estimated fair value of approximately $42.2 million. Fair value was based on the estimated appraised value.

6. Goodwill and Other Intangibles

        The Company adopted the non-amortization provisions of SFAS No. 142, "Goodwill and Other Intangible Assets" effective September 15, 2001 in conjunction with the acquisition by Phillips (see Note 2). As a result, the Company's goodwill and indefinite-lived intangible assets are no longer amortized, but are reviewed at least annually for impairment. The Company determined that it operates in one reporting unit based on the current reporting structure and has thus assigned goodwill at the enterprise level. The amount of goodwill reflected in these financial statements represents an

F-71

allocated push-down of the overall goodwill recorded by Phillips as of the merger date of September 14, 2001.

        The remaining provisions of SFAS 142 were adopted effective January 1, 2002. The Company completed the first step of the transitional goodwill impairment test by comparing the enterprise fair value to the carrying or book value as of January 1, 2002. While Phillips performed its transitional goodwill impairment test at a higher reporting unit level than the Company and did not have an impairment at that higher level, the push-down amount of goodwill to these financial statements is not supported by the estimated enterprise fair value of the Company and thus is considered to be fully impaired in these financial statements. Fair value was measured using a methodology and assumptions consistent with that used in a valuation by an independent third party as part of the Parent's adoption of SFAS No. 142, which was based on market multiples, comparable transactions, and discounted cash flow methodologies.

        Due to a lower number of branded operating sites resulting in lower merchandise sales in 2002 compared to levels prevalent at the merger date of September 14, 2001, the royalty valuation methodology used for the Circle K tradename resulted in a $33 million impairment at the end of 2002.

        At December 31, goodwill and other intangible assets consisted of the following (thousands of dollars):

	2002		2001
Trade name	$	395,524	$	428,622
Goodwill		—		194,646
Liquor Licenses		23,073		23,251
	$	418,597	$	646,519

7. Other Assets

        Other assets at December 31 were as follows (thousands of dollars):

	2002		2001
State environmental trust funds	$	38,302	$	38,939
Cash surrender value of life insurance for deferred compensation plan		7,926		7,611
Interest in Diamondbacks limited partnership		2,640		2,640
Other		5,718		6,573
	$	54,586	$	55,763

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8. Accrued Expenses and Other Current Liabilities

        Accrued expenses and other current liabilities at December 31 were as follows (thousands of dollars):

	2002		2001
Accrued compensation and related benefits	$	22,688	$	20,685
Workers' compensation		10,322		11,551
Accrued taxes, other than income taxes		21,321		20,706
Lottery payables		13,963		5,418
Accrued environmental costs, current		20,597		19,367
Deferred revenues		6,474		10,568
General liability, legal, and other reserves		12,513		13,031
Accrued rent		6,019		7,496
Other		29,180		14,450
	$	143,077	$	123,272

9. Long-Term Debt and Capital Lease Obligations

        Long-term debt and capital lease obligations at December 31 were as follows (thousands of dollars):

	2002			2001
8.75% note payable	$	5,696		$	5,836
Capital leases (see Note 10)		29,489			30,382
		35,185			36,218
Less current portion		(1,079	)		(898	)
	$	34,106		$	35,320

        The note payable is collateralized by certain stores in Florida. The note requires principal and interest payments throughout its term. The final payment is due on December 1, 2019. The note payable agreement contains covenants that require the maintenance of certain financial ratios. At December 31, 2002 and 2001, the Company was in compliance with all debt covenants.

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        At December 31, 2002, future maturities relating to long-term debt (excluding capital leases—see Note 10) were as follows (thousands of dollars):

2003	$	153
2004		166
2005		182
2006		198
2007		216
Thereafter		4,781
	$	5,696

10. Leases

        At December 31, 2002, future minimum obligations under operating and capital leases were as follows (thousands of dollars):

	Operating Leases		Capital Leases
2003	$	78,987	$	3,659
2004		75,582		3,529
2005		72,241		3,381
2006		67,793		3,376
2007		60,518		3,395
Thereafter		465,925		38,875
Total minimum lease payments(a)	$	821,046		56,215
Less imputed interest				(26,726	)
Present value of net minimum lease payments				29,489
Less current portion of capital lease obligation				(926	)
Long-term portion of capital lease obligation			$	28,563

(a)

Total minimum lease payments have not been reduced by minimum sublease rental income due in the future under noncancelable subleases.

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        Net rental expense consisted of the following (thousands of dollars):

	Year Ended 2002			Period from September 15 to December 31, 2001
Minimum rental and warehousing charges	$	89,016		$	25,315
Contingent rental and warehousing charges		10,078			2,209
		99,094			27,524
Less sublease rental income		(10,059	)		(2,698	)
	$	89,035		$	24,826

        The Company has capital leases for certain of its stores and operating leases for certain stores and for other property and equipment. The store leases generally have primary terms of up to 18 years with varying renewal provisions. Under certain of these leases, the Company is subject to additional rentals based on store sales as well as escalations in the minimum future lease amount. The leases for other property and equipment are for terms of up to 17 years. Most of the Company's lease arrangements provide the Company an option to purchase the assets at the end of the lease term. The Company may also cancel certain of its leases provided the lessor receives minimum sales values for the leased assets. Most of the leases require that the Company provide for the payment of real estate taxes, repairs and maintenance, and insurance.

        The Company also has operating leases with its Parent for convenience stores and the related property and equipment (see Note 15). The Parent in turn leases these sites from several special purpose entities ("SPEs") that are third-party trusts established by a trustee and funded by financial institutions. These leases provide the Parent the option to purchase, at agreed-upon prices, (a) a portion of the leased assets for resale to unaffiliated parties during the lease terms and (b) not less than all of the leased assets at the end of the leases. The Parent may cancel the leases subject to the lessors receiving certain guaranteed minimum sales values for the assets. Minimum annual rentals vary with commercial paper interest rates and the reference interest rate (LIBOR). In connection with the Parent's committed plan to sell a major portion of its retail stores, the Parent plans to exercise the purchase option provisions of various operating leases during 2003.

        In January 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46, "Consolidation of Variable Interest Entities," ("FIN 46") which provides guidance related to identifying variable interest entities ("VIE") and determining whether such entities should be consolidated. As required, the Company will immediately apply this interpretation to VIEs created, or interests in VIEs obtained, after January 31, 2003. For VIEs created before February 1, 2003, the Company will initially apply the guidance in this interpretation in the third quarter of 2003. At that time, if the Company is determined to be the primary beneficiary of a VIE created before February 1, 2003, the Company will consolidate that entity. The Company is still evaluating the impact of this very recent, complex interpretation on existing potential VIEs in which the company is involved. Based on a preliminary review, it is not anticipated that there will be a material effect on the Company.

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11. Other Liabilities

        Other liabilities at December 31 consisted of the following (thousands of dollars):

	2002		2001
Deferred rent	$	14,033	$	15,793
Kathary lease obligation		66,694		67,238
General liability, legal and other reserves		27,777		24,708
Workers compensation		11,598		14,433
Deferred revenues		5,760		6,679
Other		4,908		3,505
	$	130,770	$	132,356

        As part of the purchase price allocation in connection with the acquisition of Circle K by Tosco and subsequently by Phillips (see Notes 1 and 2), the Kathary lease obligation was established for the amount of the contract rent above the fair market rent at the date of these acquisitions. The fair market rent was determined based on current lease rates for similar types of properties near the Kathary sites as of the acquisition date. The Kathary lease consists of approximately 270 sites primarily in Arizona and Florida and expires in May 2021.

12. Accrued Environmental Costs

        The Company is subject to extensive federal, state, and local environmental laws and regulations which include obligations to remove or mitigate the effects on the environment of petroleum releases from the Company's underground motor fuel storage tanks ("UST"). These laws and regulations are complex, change frequently, and are subject to differing interpretations. The Company has established accruals for those sites where it is probable that a release has occurred and the amount of the loss can be reasonably estimated. The Company adjusts its accruals based on new incidents and updated information and is impacted by a number of factors including changes in remediation technologies, new developments and interpretations of government policy, soil and groundwater conditions, and other factors. Accrued environmental liabilities will be paid over periods extending up to six to ten years. The environmental accruals established as part of the Phillips acquisition of Tosco have been discounted in accordance with Phillips' corporate policy. For the discounted accruals, the expected undiscounted expenditures are: $22.3 million in 2003, $26.9 million in 2004, $18.3 million in 2005, $13.8 million in 2006, and $7.3 million in 2007. Remaining expenditures in all future years after 2007 are expected to total $23.7 million. These expected expenditures are discounted using a five percent discount factor.

        As a result of various acquisitions in the past, the Company assumed certain environmental obligations. Some of these environmental obligations are mitigated by indemnification agreements and some of the indemnifications are subject to dollar limits and time limits.

        For sites with known contamination, the Company has recorded an asset related to estimated future claims for reimbursements of remediation costs from various state trust fund programs. These trust funds are governed by differing state-specific rules and vary in their overall benefit to the Company. The trust fund programs have been submitted to or approved by the EPA, many of which include third-party compensation. The available trust fund programs require the Company to pay fees

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or collect taxes to pay for remediation activities. The asset related to estimated trust fund reimbursements recorded by the Company is only for those states in which trust funds are currently reimbursing applicants and in which the Company believes future reimbursement is probable.

        Environmental exposures are difficult to assess and estimate for numerous reasons including the complexity and differing interpretations of governmental regulations, the lack of reliable data, the number of potentially responsible parties and their financial capabilities, the multiplicity of possible solutions, the years of remedial and monitoring activity required, and the identification of new sites. When the Company prepares its combined consolidated financial statements, accruals for environmental liabilities are recorded based on management's best estimate using all information that is available at the time. Loss estimates are measured and liabilities are based on currently available facts, existing technology, and presently enacted laws and regulations, taking into consideration the likely effects of inflation and other societal and economic factors. Also considered when measuring environmental liabilities are the Company's prior experience in remediation of contaminated sites, other companies' cleanup experience and data released by the U.S. Environmental Protection Agency ("EPA") or other organizations. Unasserted claims are reflected in the Company's determination of environmental liabilities and are accrued in the period that they are both probable and reasonably estimable.

        Based on currently available information, the Company believes that it has adequately provided for environmental exposures. However, should these matters be resolved unfavorably to the Company, they could have a material adverse effect on its long-term combined consolidated financial position and results of operations.

13. Employee Benefit Plans

Pension Plans

        Store managers are covered by a cash balance plan sponsored by ConocoPhillips ("Retirement Accumulation Plan" or "RAP"). Benefits under the RAP are generally based upon a percentage of the employee's covered earnings for each year of service and interest credits on these amounts. Benefits are payable at the normal retirement age of 65, or upon earlier termination of employment after five years of service. Contributions to the RAP are made by the Parent and are at least sufficient to meet the minimum funding requirements of applicable laws and regulations but no more than the amount deductible for federal income tax purposes. The assets of the RAP are held by a major financial institution in a master trust fund with other of the Parent's pension plan assets. The master trust assets are invested in a stock index fund, a Treasury bond index fund, short-term investment funds, and a real estate equity fund. The accrued benefit obligation is held on the Parent's balance sheet as the plan sponsor. Pension expense was included in the burden rate assessed the Company by the Parent (see Note 15) and is included in the Company's combined consolidated financial statements in operating expense for the year ended December 31, 2002 and the period from September 15 to December 31, 2001.

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Savings Plans

        The Tosco Store Savings Plan (the "TSSP") was established for eligible store employees. Participants may make, within certain limitations, voluntary contributions under Section 401(k) of the Internal Revenue Code of a percentage of their compensation. Participants of the TSSP are immediately vested in their voluntary contributions. There are no Company contributions to the TSSP.

        At December 31, 2002, non-store employees were eligible to participate in either the Thrift Plan of Phillips Petroleum Company ("TPPPC") or the Tosco Corporation Capital Accumulation Plan ("TCCAP"), as sponsored by the applicable Parent. Employees could contribute a portion of their salaries to various investment funds, including a ConocoPhillips stock fund, a percentage of which was matched by ConocoPhillips. In addition, eligible participants in the TCCAP could receive an additional company contribution in lieu of pension plan benefits and eligible participants in the TPPPC could receive an additional company contribution based on years of service. Company expense related to these plans was included in the burden rate assessed the Company by the Parent (see Note 15) and is included in the Company's combined consolidated financial statements in general and administrative expense for the year ended December 31, 2002 and the period from September 15 to December 31, 2001.

        ConocoPhillips' Long-Term Stock Savings Plan ("LTSSP") was a leveraged employee stock ownership plan. Prior to January 1, 2003, employees eligible for the TPPPC or the TCCAP could also elect to participate in the LTSSP by contributing 1% of their salaries and receiving an allocation of shares of the Parent's common stock proportionate to their contributions. Company expense related to this plan was included in the burden rate assessed the Company by the Parent (see Note 15) and is included in the Company's combined consolidated financial statements in general and administrative expense for the year ended December 31, 2002 and the period from September 15 to December 31, 2001. On January 1, 2003, the TPPPC and the TCCAP were merged into the LTSSP and the name was changed to the ConocoPhillips Savings Plan (and the LTSSP became known as the Stock Savings Feature within that plan). The ConocoPhillips Savings Plan replaced most features available under the TPPPC and the TCCAP.

Deferred Compensation Plan

        The Company had a deferred compensation plan that allowed certain employees to defer up to 50% of their base salaries and 100% of their cash bonuses for any given year. Interest accrues on the deferral and amounts due to the participants are generally payable upon retirement, except in certain limited circumstances. This plan was frozen and no new deferrals were accepted after December 31, 1999.

Stock-Based Compensation Plans

        The Company issues Parent common stock options to employees with grant prices equal to the fair value of the underlying security at the date of grant. No compensation cost has been recognized for options in accordance with the provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" in the combined consolidated statements of operations.

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        As discussed more completely below in Note 19, the Company will adopt the fair valued-based method of accounting for stock-based compensation of SFAS No. 123 for all stock-based compensation granted after December 31, 2002. As a result, the Company will expense the fair market value of stock-based compensation newly granted to employees pursuant to SFAS No. 123.

        The Parent's Executive Compensation Committee may grant options and other rights to acquire shares of Parent common stock under the provisions of the Parent's incentive plan (the "Option Plan"). The option price is equal to 100% of the fair market value of the Parent's common stock on the date the options are granted. These options generally vest over two to five years, vest immediately in the event of certain transactions, expire ten years from the date of grant and are subject to earlier termination under certain conditions.

        Information regarding the Option Plan as of December 31, 2002 and the period from September 15 to December 31, 2001 is as follows:

	Year Ended 2002				Period from September 15 to December 31, 2001
	Shares		Price(a)		Shares		Price(a)
Options outstanding, beginning of period	224,117		$	35.65	380,789		$	27.76
Granted(b)	267,900			51.98	17,000			54.77
Exercised	(15,385	)		38.52	(173,672	)		20.22
Expired or canceled	(2,892	)		55.92	—			—
Options outstanding, end of period	473,740		$	44.66	224,117		$	35.65

(a)

Weighted average price per share.

(b)

All options granted had exercise prices equal to the average market price of common stock on the grant date.

        Additional information regarding the Option Plan as of December 31, 2002 is as follows:

		Options Outstanding				Options Exercisable
		Shares	Price(a)		Life(b)	Shares	Price(a)
Exercise price range:
	$9.04 per share to $31.53 per share	79,841	$	24.89	4.50 years	79,841	$	24.89
	$31.95 per share to $40.74 per share	77,456		37.55	5.77 years	77,456		37.55
	$42.42 per share to $64.32 per share	316,443		51.39	9.09 years	83,104		53.17
		473,740		44.66	7.77 years	240,401		38.75

(a)

Weighted average price per share.

(b)

Weighted average remaining contractual life.

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        Employee stock options are accounted for under APB No. 25, "Accounting for Stock Issued to Employees", and related Interpretations. Because the exercise price of ConocoPhillips employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is generally recognized under APB No. 25. The following table displays pro forma information as if the provisions of SFAS No. 123 had been applied to employee stock options granted since January 1, 1996:

		Year Ended 2002			Period from September 15 to December 31, 2001
Pro forma net (loss)/income in thousands		$	(192,755	)	$	43
Assumptions used for options granted:
	Risk-free interest rate		4.1	%		4.5	%
	Dividend yield		3.0	%		2.5	%
	Volatility factor		26.2	%		27.0	%
	Average grant date fair value of options	$	11.84		$	15.41
	Expected life (years)		6			5

14. Income Taxes

        The Company is part of a consolidated tax return with the Parent. For purposes of these combined consolidated financial statements, the taxes are presented as though the Company files a stand-alone tax return.

        The provision (benefit) for income taxes was as follows (thousands of dollars):

		Year Ended 2002			Period from September 15 to December 31, 2001
Current:
	Federal	$	(6,880	)	$	(5,005	)
	State		(1,321	)		(969	)
			(8,201	)		(5,974	)
Deferred:
	Federal		14,685			5,572
	State		2,820			1,070
			17,505			6,642
		$	9,304		$	668

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        A reconciliation of the provision for income taxes to income taxes computed by applying the statutory federal income tax rate to earnings before income taxes is as follows (thousands of dollars):

	Year Ended 2002		Period from September 15 to December 31, 2001
Income taxes at the statutory rate	$	7,658	$	737
Permanent differences		671		196
State income taxes, net of credits and federal benefits		975		66
Other		—		(331	)
	$	9,304	$	668

        The impairment of goodwill in 2002 does not result in an income tax benefit as the goodwill is non-deductible for tax purposes.

        Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Major components of deferred tax assets and liabilities at December 31 were as follows (thousands of dollars):

		2002			2001
Deferred Tax Assets:
	Receivables	$	169		$	—
	Accrued expenses and other current liabilities		17,919			14,104
	Accrued environmental costs		33,566			33,591
	Other noncurrent liabilities		29,137			31,305
			80,791			79,000
Deferred Tax Liabilities:
	Receivables		—			(926	)
	Inventories		(1,639	)		(1,238	)
	Property and equipment		(81,712	)		(55,159	)
	Intangible assets (primarily trade names)		(127,924	)		(136,854	)
	Other assets		(14,496	)		(14,444	)
	Lease obligations		(18,444	)		(18,132	)
	Deferred state income taxes(a)		(19,121	)		(17,287	)
			(263,336	)		(244,040	)
Net deferred tax liability		$	(182,545	)	$	(165,040	)
Current portion(b)			16,025			11,762
Noncurrent portion		$	(198,570	)	$	(176,802	)

(a)

Deferred state income tax liabilities are provided for temporary differences, primarily differences between the book and tax bases of property and equipment and intangibles.

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(b)

The Company believes that it is more likely than not that the deferred tax asset will be realized based upon future reversals of existing taxable temporary differences and the expected continuation of profitable operating results.

15. Related Party Transactions

        Significant transactions with related parties were (thousands of dollars):

	Year Ended December 31, 2002		Period from September 15 to December 31, 2001
Product purchases(a)	$	1,501,539	$	323,006
Credit card processing fees(b)		4,132		932
Rent expense(c)		14,130		5,339
Royalty expense(d)		6,425		2,136
Selling, general, and administrative expenses(e)		51,410		12,852
Payroll benefits(f)		30,956		13,771
Interest expense(g)		221		117

(a)

The Company purchases motor fuel and diesel fuel for its stores from the Parent at prices that approximate market.

(b)

The Parent provides credit card processing and collection support for all third party credit cards to the Company and these costs are recorded in cost of fuel. In addition, the Parent maintains a proprietary credit card and charges the Company processing fees for the use of the proprietary card at the Company's stores (see Note 3).

(c)

Certain sites and office space are leased by the Parent and subleased to the Company. The Company operates these sites and pays rents to the Parent's operating units. These rents are at rates that approximate market (see Note 10).

(d)

The Company pays a royalty fee to the Parent for the use of motor fuel brands at certain stations.

(e)

The Parent charges the Company a portion of its corporate support costs, including legal, treasury, environmental, tax, auditing, information technology, and other corporate services, based on usage, actual costs, or other allocation methods considered reasonable by the Parent's management.

(f)

The Parent pays on behalf of the Company various payroll expenses including employer payroll taxes, 401(k) company match, pension, medical, and dental. These costs are assessed to the Company based on payroll dollars.

(g)

The Company incurs interest expense on borrowings from and debt to the Parent.

        The Company also incurs advertising costs on behalf of itself and other operations of the Parent. These expenses are allocated between the Company and the Parent based on the sites benefiting from the advertising.

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        The receivables from and payables to affiliates represent the net balances resulting from various transactions between the Company and affiliates owned by the Parent and transactions conducted by those affiliates on behalf of the Company. These net balances are not settled on a regular basis and are shown as a component of owner's equity.

        The Company periodically buys from, or sells to, the Parent various assets used in the operations of the business. These net acquisitions are recorded at the assets' historical net book values, which generally approximates fair market value, and totaled $4.6 million transferred in and $8.1 million transferred out in 2002 and $0.4 million transferred in and $3.3 million transferred out in the period from September 15, 2001 to December 31, 2001.

16. Financial Instruments

Fair Values

        The carrying value of cash, accounts receivable, accounts payable, and other current assets and liabilities approximates their fair value due to the relatively short maturity of these financial instruments.

Credit Risk

        Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, short-term deposits, and trade receivables. The Company places its cash and short-term deposits with several high-quality financial institutions. The Company's customer base consists of a large number of diverse customers. Accordingly, receivable losses have not been significant (see Note 3).

17. Guarantees

        As part of its normal ongoing business operations and consistent with generally accepted and recognized industry practice, the Company enters into various agreements with other parties (the Agreements). These Agreements apportion future risks between the parties for the transaction(s) or relationship(s) governed by such Agreements; one method of apportioning risk between the Company and the other contracting party is the inclusion of provisions requiring one party to indemnify the other party against losses that might otherwise be incurred by such other party in the future (the Indemnity or Indemnities). Many of the Company's Agreements contain an Indemnity or Indemnities that require the Company to perform certain obligations as a result of the occurrence of a triggering event or condition.

        The nature of these indemnity obligations is diverse and numerous and each has different terms, business purpose, and triggering events or conditions for an indemnity obligation. Consistent with customary business practice, any particular indemnity obligation incurred by the Company is the result of a negotiated transaction or contractual relationship for which the Company has accepted a certain level of risk in return for a financial or other type of benefit to the Company. In addition, the Indemnity or Indemnities in each Agreement vary widely in their definitions of both the triggering event and the resulting obligation, which is contingent on that triggering event.

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        With regard to indemnifications, the Company's risk management philosophy is to limit risk in any transaction or relationship to the maximum extent reasonable in relation to commercial and other considerations. Before accepting any indemnity obligation, the Company makes an informed risk management decision considering, among other things, the remoteness of the possibility that the triggering event will occur, the potential costs to perform any resulting indemnity obligation, possible actions to reduce the likelihood of a triggering event or to reduce the costs of performing an indemnity obligation, whether the Company is in fact indemnified by an unrelated third party, insurance coverage that may be available to offset the cost of the indemnity obligation, and the benefits to the Company from the transaction or relationship.

        Because many or most of the Company's indemnity obligations are not limited in duration or potential monetary exposure, the Company cannot calculate the maximum potential amount of future payments that could be paid under the Company's indemnity obligations stemming from all its existing Agreements. The Company has disclosed contractual matters, including, but not limited to, indemnity obligations, which will or could have a material impact on the Company's financial performance. The Company also accrues for contingent liabilities, including those arising out of indemnity obligations, when a loss is probable and the amounts can be reasonably estimated (see Note 18). The Company is not aware of the occurrence of any triggering event or condition that would have a material adverse impact on the Company's combined consolidated financial statements as a result of an indemnity obligation relating to such triggering event or condition.

18. Commitments and Contingencies

        There are various legal proceedings and claims pending against the Company that are common to its operations for which, in some instances, no provision has been made. While it is not feasible to predict or determine the ultimate outcome of these matters, it is the opinion of management that these suits will not result in monetary damages not covered by insurance that in the aggregate would be material to the business or operations of the Company.

        In the case of all known contingencies, the Company accrues an undiscounted liability when the loss is probable and the amount is reasonably estimable. These liabilities are not reduced for potential insurance recoveries. If applicable, undiscounted receivables are accrued for probable insurance or other third-party recoveries. As facts concerning contingencies become known to the Company, the Company reassesses its position both with respect to accrued liabilities and other potential exposures.

        The Company is currently subject to a lawsuit in California regarding overtime pay for store managers. This case is brought by store managers and alleges that they were due overtime pay based on the job duties they performed. The plaintiffs are currently trying to certify the case as a class action on behalf of themselves and others similarly situated. This case is in the preliminary stages of discovery and the outcome is not currently predictable.

        A lawsuit was filed against the Company in January 2003 regarding compliance with the Americans with Disabilities Act ("ADA"). The plaintiffs are seeking to be certified as a class and claim that the Company's stores do not comply with the provisions of the ADA. This is a recent case and is still in the beginning phases.

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        The Company is covered by insurance policies which have significant deductibles. At this time, management believes the Company is adequately covered through the combination of self-insurance and excess loss policies. Future losses which exceed insurance policy limits or, under adverse interpretations, are excluded from coverage would have to be paid out of general corporate funds.

        One of the Company's distributors filed for Chapter 11 bankruptcy protection on April 1, 2003. The distributor has continued to supply the Company's stores. The Company continues to monitor the distributor's performance under the terms of the contract. The Company has made contingency plans should the distributor not be able to continue supplying the Company's stores in the future.

        The Parent provides guarantees on certain agreements entered into by the Company. These guarantees include performance guarantees under certain capital and operating leases through lease termination including any renewal options. The most significant lease has a primary term that expires in 2021 and requires the Parent to pay all rents, contingent rents, and to perform all terms, conditions, covenants, and agreements in the lease should the Company fail to comply.

19. New Accounting Standards

Asset Retirement Obligations

        In June 2002, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations", effective for financial statements issued for fiscal years beginning after June 15, 2002. SFAS No. 143 was adopted by the Company on January 1, 2003, and requires the Company to record the fair value of a liability for an asset retirement obligation in the period when it is incurred (typically when the asset is installed). When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related property and equipment. Over time, the liability is accreted for the change in its present value each period, and the initial capitalized cost is depreciated over the useful life of the related asset. Upon adoption of SFAS No. 143, the Company recorded an asset retirement obligation using a cumulative-effect approach as required. All transition amounts were measured using the Company's current information, assumptions, and credit-adjusted, risk-free interest rates. While the original discount rates used to establish an asset retirement obligation will not change in the future, changes in cost estimates or the timing of expenditures will result in immediate adjustments to the recorded liability, with an offsetting adjustment to property and equipment.

        The Company believes the only material obligation related to its property and equipment relates to underground storage tanks at the convenience stores. Upon adoption of SFAS No. 143, the Company recorded an increase to property and equipment of approximately $1.3 million, an asset retirement obligation of approximately $3.6 million, and a cumulative after-tax effect of adoption loss of $1.5 million.

Consolidation of Variable Interest Entities

        As discussed in Note 10, in January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities." The consolidation requirements of Interpretation No. 46 are applied immediately to variable interest entities created or modified after January 31, 2003, and to older entities no later than the third quarter of 2003. Certain of the disclosure requirements are required in

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all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. See Note 10 for further discussion.

Accounting for Costs Associated with Exit or Disposal Activities

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", which addresses financial accounting and reporting for costs associated with exit or disposal activities initiated after December 31, 2002, and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value at the date the liability is incurred, rather than at the commitment date. The Company plans to apply the provisions of SFAS No. 146 prospectively for restructuring activities initiated in 2003 and future years.

Guarantor's Accounting and Disclosure

        In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others". For specified guarantees issued or modified after December 31, 2002, the Interpretation requires a guarantor to recognize, at the inception of the guarantee, a liability for the fair value of all the obligations it has undertaken in issuing the guarantee, including its ongoing obligation to stand ready and make cash payments over the term of the guarantee in the event that specified triggering events or conditions occur. The measurement of the liability for the fair value of the guarantee obligation should be based on the premium that would be required to issue the same guarantee in a stand-alone arm's-length transaction with an unrelated party if that information is available, or estimated using expected present value measurement techniques. For specified guarantees existing as of December 31, 2002, the Interpretation also requires a guarantor to disclose (a) the nature of the guarantee, including how the guarantee arose and the events or circumstances that would require the guarantor to perform under the guarantee; (b) the maximum potential amount of future payments under the guarantee; (c) the carrying amount of the liability; and (d) the nature and extent of any recourse provisions or available collateral that would enable the guarantor to recover the amounts paid under the guarantee. The required disclosures are included in Note 17.

Consideration Received from a Vendor

        In September 2002, the EITF issued EITF Issue No. 02-16, "Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor". This issue requires retailers to record vendor rebates as a reduction of the price of the vendor's product and therefore as a reduction of cost of sales when recognized in the retailer's income statement. Currently, the Company recognizes these rebates as a reduction of cost of sales when earned. Due to the high turnover of store merchandise, the Company anticipates that the adoption of this Issue will not have a material impact on the Company's results of operations.

F-86

Accounting for Stock-Based Compensation

        In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of SFAS No. 123". This statement amends SFAS No. 123, "Accounting for Stock-Based Compensation", to provide two alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company currently follows the intrinsic value-based method of accounting for stock-based compensation of APB No. 25. The Company will adopt the fair value-based method of accounting for stock-based compensation for all stock-based compensation granted after December 31, 2002 in accordance with the original transition provisions of SFAS No. 123. Adoption of this standard will result in an increase in compensation cost recognized in operating results. See Note 13 for pro forma information regarding the compensation costs that would have been recognized had the Company followed the fair value-based method of accounting for stock-based compensation under SFAS No. 123 for the year ended December 31, 2002, and the period from September 15, 2001 to December 31, 2001.

20. Generally Accepted Accounting Principles in the United States and Canada

        The combined consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), which differ in certain respects from those principles and practices that the Company would have followed had its combined consolidated financial statements been prepared in accordance with accounting principles generally accepted in Canada (Canadian GAAP).

        The adjustment to comply with Canadian GAAP would be as follows:

			Year Ended December 31, 2002		For the period September 15, 2001 to December 31, 2001
Combined Consolidated Statements of Income
Net income/(loss) as reported			$	(182,069)	$	1,437
Adjustments in respect of:
	Cumulative effect of accounting change:
		Accounting for goodwill and other intangibles		194,646		—
Net income in accordance with Canadian GAAP			$	12,577	$	1,437

        Under Canadian GAAP, the change in accounting principle concerning the accounting for goodwill and other intangibles (SFAS No. 142) would be recorded as an adjustment to beginning retained earnings on January 1, 2002 rather than as a cumulative effect in the combined consolidated statement of income for the year ended December 31, 2002. See Note 6 concerning the Company's implementation of SFAS No. 142 for U.S. GAAP purposes.

F-87

21. Event Subsequent to the Date of the Auditor's Report (unaudited)

        Pursuant to an agreement dated October 3, 2003, as amended, the Parent agreed to sell all of the issued and outstanding shares of the Company to Alimentation Couche-Tard Inc. ("Couche-Tard"). As a result, the Company will become a subsidiary of Couche-Tard. The transaction, which is subject to regulatory review and approval, is expected to close by the end of the fourth quarter of 2003.

        In connection with the transaction, approximately 370 of the Company's retail sites will be transferred to the Parent. The operations and cash flows of those sites and general and administrative expenses of field divisions that supervise the operation of those sites will be eliminated from the ongoing operations of the Company, and the Company will not have any continuing significant involvement with those sites subsequent to the transfer. The Company's financial statements published for periods subsequent to the transfer will report the transferred sites as discontinued operations. The following pro forma financial statements are presented for illustrative purposes to show the effects of reporting the discontinued operations.

F-88

        The unaudited pro forma statement of income is as follows (thousands of dollars):

Year Ended December 31, 2002			Company before Adjustments			Operations of Assets to be Transferred			Company as Adjusted
Revenues:
	Merchandise sales		$	2,202,318		$	(321,784	)	$	1,880,534
	Fuel sales			2,690,596			(1,027,125	)		1,663,471
	Other			88,106			(30,033	)		58,073
		Total revenues		4,981,020			(1,378,942	)		3,602,078
Cost of sales and operating expenses:
	Cost of merchandise			1,569,881			(233,131	)		1,336,750
	Cost of fuel			2,414,263			(893,047	)		1,521,216
	Impairment of trade name and property and equipment			86,058			(14,299	)		71,759
	Operating expenses			681,985			(184,874	)		497,111
	General and administrative			129,688			(8,688	)		121,000
	Depreciation and amortization			67,666			(13,979	)		53,687
		Total cost of sales and operating expenses		4,949,541			(1,348,018	)		3,601,523
		Operating income		31,479			(30,924	)		555
Interest expense, net				(9,598	)		(1	)		(9,599	)
Income before income taxes				21,881			(30,925	)		(9,044	)
Provision for income taxes				(9,304	)		13,150			3,846
Income before cumulative effect of change in accounting principle				12,577			(17,775	)		(5,198	)
Cumulative effect of change in accounting principle				(194,646	)		—			(194,646	)
Net loss			$	(182,069	)	$	(17,775	)	$	(199,844	)

F-89

        The unaudited pro forma balance sheet is as follows (thousands of dollars):

At December 31, 2002		Company before Adjustments		Operations of Assets to be Transferred			Company as Adjusted
Cash		$	64,125	$	(845	)	$	63,280
Receivables, net			45,786		(1,910	)		43,876
Inventories			167,867		(25,968	)		141,899
Deferred tax asset			16,025		564			16,589
Prepaid expenses and other current assets			12,742		(59	)		12,683
	Total current assets		306,545		(28,218	)		278,327
Property and equipment, net			926,865		(205,650	)		721,215
Goodwill and other intangibles, net			418,597		(1,815	)		416,782
Other assets			54,586		(11,612	)		42,974
		$	1,706,593	$	(247,295	)	$	1,459,298
Accounts payable			75,373		(245	)		75,128
Accrued expense and other current liabilities			143,077		(8,615	)		134,462
Money orders sold			19,184		—			19,184
Current maturities of debt and capital leases			1,079		—			1,079
	Total current liabilities		238,713		(8,860	)		229,853
Long-term debt and capital lease obligations			34,106		—			34,106
Accrued environmental costs			75,305		(31,498	)		43,807
Deferred income taxes			198,570		(27,985	)		170,585
Other liabilities			130,770		(17	)		130,753
	Total liabilities		677,464		(68,360	)		609,104
Owner's equity			1,029,129		(178,935	)		850,194
		$	1,706,593	$	(247,295	)	$	1,459,298

F-90

        The unaudited pro forma statement of income is as follows (thousands of dollars):

Period from September 15, 2001 to December 31, 2001			Company before Adjustments			Operations of Assets to be Transferred			Company as Adjusted
Revenues:
	Merchandise sales		$	633,830		$	(101,483	)	$	532,347
	Fuel sales			688,909			(271,363	)		417,546
	Other			23,967			(7,669	)		16,298
		Total revenues		1,346,706			(380,515	)		966,191
Cost of sales and operating expenses:
	Cost of merchandise			454,781			(73,338	)		381,443
	Cost of fuel			602,653			(225,527	)		377,126
	Operating expenses			205,615			(56,744	)		148,871
	General and administrative			50,689			(2,755	)		47,934
	Depreciation and amortization			27,947			(7,143	)		20,804
		Total cost of sales and operating expenses		1,341,685			(365,507	)		976,178
		Operating income		5,021			(15,008	)		(9,987	)
Interest expense, net				(2,916	)		—			(2,916	)
Income before income taxes				2,105			(15,008	)		(12,903	)
Provision for income taxes				(668	)		4,765			4,097
Net income/(loss)			$	1,437		$	(10,243	)	$	(8,806	)

F-91

        The unaudited pro forma balance sheet is as follows (thousands of dollars):

At December 31, 2001		Company before Adjustments		Operations of Assets to be Transferred			Company as Adjusted
Cash		$	58,904	$	(956	)	$	57,948
Receivables, net			45,363		(1,060	)		44,303
Inventories			153,384		(27,589	)		125,795
Deferred tax asset			11,762		576			12,338
Prepaid expenses and other current assets			14,244		(53	)		14,191
	Total current assets		283,657		(29,082	)		254,575
Property and equipment, net			1,002,767		(233,386	)		769,381
Goodwill and other intangibles, net			646,519		(2,231	)		644,288
Other assets			55,763		(12,729	)		43,034
		$	1,988,706	$	(277,428	)	$	1,711,278
Accounts payable			69,270		(80	)		69,190
Accrued expense and other current liabilities			123,272		(7,929	)		115,343
Money orders sold			24,347		—			24,347
Current maturities of debt and capital leases			898		—			898
	Total current liabilities		217,787		(8,009	)		209,778
Long-term debt and capital lease obligations			35,320		—			35,320
Accrued environmental costs			76,608		(31,255	)		45,353
Deferred income taxes			176,802		(34,750	)		142,052
Other liabilities			132,356		—			132,356
	Total liabilities		638,873		(74,014	)		564,859
Owner's equity			1,349,833		(203,414	)		1,146,419
		$	1,988,706	$	(277,428	)	$	1,711,278

F-92

Report of Independent Auditors

The Board of Directors
The Circle K Corporation

We have audited the accompanying consolidated statements of income, shareholder's equity and cash flows of The Circle K Corporation for the period from January 1, 2001 to September 14, 2001 and the year ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of The Circle K Corporation for the period from January 1, 2001 to September 14, 2001 and the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.

Ernst & Young LLP

Houston, Texas
July 31, 2003

F-93

THE CIRCLE K CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Thousands of Dollars)

			Period from January 1, 2001 to September 14, 2001			Year ended December 31, 2000
Revenues:
	Merchandise sales		$	1,532,213		$	2,121,615
	Fuel sales(a)			1,999,314			2,857,151
	Other			62,344			84,159
		Gross revenues		3,593,871			5,062,925
Cost of sales and operating expenses:
	Cost of merchandise			1,097,299			1,519,580
	Cost of fuel(a)			1,791,989			2,583,418
	Operating expenses			476,992			688,493
	General and administrative			110,083			137,992
	Depreciation and amortization			74,761			91,145
		Total cost of sales and operating expenses		3,551,124			5,020,628
		Operating income		42,747			42,297
	Third party interest expense			(5,750	)		(6,976	)
	Intercompany interest expense, net			(21,689	)		(31,995	)
	Income before income taxes			15,308			3,326
	Provision for income taxes			(8,239	)		(5,090	)
	Net income/(loss)		$	7,069		$	(1,764	)

(a)    Includes excise taxes on fuel sales $ 496,998 $ 713,839

The accompanying notes are an integral part of these financial statements.

F-94

THE CIRCLE K CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

(Thousands of Dollars, except share data)

	Common Stock
				Additional Paid-in Capital		Payable to Affiliates		Retained Earnings
	Shares	Amount									Total
Balance, December 31, 1999	1,000	$	—	$	727,036	$	274,305	$	197,675		$	1,199,016
Net loss									(1,764	)		(1,764	)
Net advances from affiliates							155,445					155,445
Balance, December 31, 2000	1,000		—		727,036		429,750		195,911			1,352,697
Net income									7,069			7,069
Net advances from affiliates							1,255					1,255
Balance, September 14, 2001 (pre-acquisition)	1,000	$	—	$	727,036	$	431,005	$	202,980		$	1,361,021

The accompanying notes are an integral part of these financial statements.

F-95

THE CIRCLE K CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of Dollars)

			Period from January 1, 2001 to September 14, 2001			Year ended December 31, 2000
Cash flows from operating activities:
Net income/(loss)			$	7,069		$	(1,764	)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
	Depreciation and amortization			74,761			91,145
	(Gain)/Loss on sale of assets			(3,993	)		8,094
	Deferred income taxes			19,180			20,736
	Changes in operating assets and liabilities:
		Receivables		22,274			(20,075	)
		Inventories		(10,577	)		7,215
		Prepaid expenses and other current assets		(4,765	)		(689	)
		Accounts payable		5,157			(21,535	)
		Accrued expenses and other current liabilities		(10,652	)		9,828
		Money orders sold		1,310			7,863
		Accrued environmental costs and environmental receivables		(3,068	)		3,585
		Self insurance and other reserves		(5,948	)		3,860
	Other, net			667			8,613
Net cash provided by operating activities				91,415			116,876
Cash flows from investing activities:
Purchase of property and equipment				(94,744	)		(182,108	)
Acquisition of retail assets				(14,509	)		(87,697	)
Proceeds on sale of property and equipment				16,347			12,553
Other, net				(1,907	)		5,341
Net cash used in investing activities				(94,813	)		(251,911	)
Cash flows from financing activities:
Repayments under long-term debt and capital lease agreements				(520	)		(884	)
Borrowings from affiliates, net				(4,684	)		161,503
Net cash (used in)/provided by financing activities				(5,204	)		160,619
Net (decrease)/increase in cash and cash equivalents				(8,602	)		25,584
Cash and cash equivalents at beginning of period				78,299			52,715
Cash and cash equivalents at end of period			$	69,697		$	78,299
Supplemental cash flow information:
	Interest paid		$	5,750		$	6,976

The accompanying notes are an integral part of these financial statements.

F-96

THE CIRCLE K CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2001 TO SEPTEMBER 14, 2001
AND THE YEAR ENDED DECEMBER 31, 2000

1. Summary of Significant Accounting Policies

Basis of Consolidated Financial Statements

        These financial statements represent the operations of The Circle K Corporation and its wholly-owned subsidiaries ("Circle K" or the "Company"). Circle K is a separate legal entity during the periods presented and was acquired in 1996 by Tosco Corporation ("Tosco" or the "Parent"). Tosco's cost of acquiring the Company has been reflected in these financial statements.

        The Company operates approximately 2,000 convenience stores, which consists primarily of retail sales of groceries, tobacco products, beverages, general merchandise and motor fuels. The majority of the Company's stores are located in the sunbelt region of the United States.

        The Parent charges the Company a portion of its corporate support costs, including legal, treasury, planning, environmental, tax, auditing, information technology, and other corporate services, based on usage, actual costs or other allocation methods considered reasonable by Tosco management (see Note 8).

Consolidation Principles

        Majority-owned, controlled subsidiaries are consolidated. All significant intercompany accounts and transactions between the Company and its consolidated subsidiaries have been eliminated.

Use of Estimates

        The preparation of financial statements in conformity with generally accepted accounting principles requires management estimates and assumptions that affect the reported amounts of assets and liabilities, the reported results of operations, and the disclosure of contingent assets and liabilities. Actual results could differ from the estimates and assumptions used.

Cash and Cash Equivalents

        Cash held by the Company represents depository accounts, store change funds, and certain operating and payroll accounts. Cash in the depository accounts is swept by the Parent as part of its centralized cash management system.

Inventories

        Merchandise inventories at the stores are valued using the first-in, first-out ("FIFO") retail method. Merchandise inventories at the Company's distribution warehouse are valued at FIFO cost. Fuel inventories are valued at the lower of cost or market on the FIFO basis.

Property and Equipment

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are provided over the estimated useful lives of the respective classes of assets utilizing the straight-line method. Routine maintenance and repairs are expensed. Gains and losses on disposition of assets are reflected in results of operations.

F-97

        Estimated useful lives for depreciation purposes are as follows:

Buildings	15 to 40 years
Store fixtures and equipment	3 to 15 years
Leasehold improvements	5 to 15 years

        When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated, with any gain or loss reflected in income. When less than complete units of depreciable property are disposed of or retired, the difference between asset cost and salvage value is charged or credited to accumulated depreciation.

Intangible Assets

        Intangible assets consist of the "Circle K" trade name and liquor licenses in Arizona, California, and New Mexico. The intangible assets are amortized on a straight-line basis over 40 years.

Impairment of Long-Lived Assets

        In accordance with Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets To Be Disposed Of", the Company records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. This methodology includes intangible assets acquired. Goodwill relating to specific intangible assets is included in the related impairment measurements to the extent it is identified with such assets.

Advertising Costs

        Production costs of media advertising are deferred until the first public showing of the advertisement. Advances to secure advertising slots at specific sporting, racing or other events are deferred until the event occurs. All other advertising costs are expensed as incurred. Advertising expense for the period January 1, 2001 to September 14, 2001 and the year ended December 31, 2000 was $19.4 million and $31.6 million, respectively.

Income Taxes

        The Company's results of operations are included in the consolidated U.S. federal and state income tax returns of the Parent. Deferred income taxes are computed using the liability method and are provided on all temporary differences between the financial-reporting basis and the tax basis of the Company's assets and liabilities. Income tax expense or benefit is computed as if the Company were on a separate-return basis using the same principles and elections used in the Parent's consolidated return.

Comprehensive Income

        The Company does not have any items of other comprehensive income, as defined in SFAS No. 130, "Reporting Comprehensive Income".

F-98

Environmental Costs

        Environmental costs are expensed or capitalized as appropriate, depending upon their future economic benefit. Costs that relate to an existing condition caused by past operations, and that do not have future economic benefits, are expensed. Liabilities for these expenditures are recorded on an undiscounted basis when environmental assessments or cleanups are probable and the costs can be reasonably estimated. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable.

Insurance/Self-Insurance

        The Company uses a combination of insurance, self-insured retention, and self-insurance for a number of risks including workers' compensation (in certain states), property damage, and general liability claims. Accruals for loss incidences are made based on the Company's claims experience and actuarial assumptions followed in the insurance industry. Actual losses could differ from accrued amounts.

Receivable/Payable to Affiliates

        The Company has various transactions with the Parent and the Parent's other subsidiaries. These transactions include purchasing fuel inventory, leasing properties, cash advances to the Parent, transferring assets, and allocation of general and administrative costs to the Company (see Note 8).

Vendor Allowances, Rebates and Other Vendor Payments

        The Company receives payments for vendor allowances, volume rebates, and other supply arrangements in connection with various programs. The Company records these payments as a reduction to cost of sales or expenses to which the particular vendor payment relates. For unearned payments, the Company records deferred income and amortizes the balance, as earned, over the term of the respective agreement. The amounts recognized as reductions of cost of sales were $104.8 million and $129.5 million, for the period from January 1, 2001 to September 14, 2001 and the year ended December 31, 2000, respectively.

Revenue Recognition

        Revenues are recognized at the time of sale to the customer.

Excise Taxes

        Excise taxes collected on behalf of governmental agencies are included in fuel sales and cost of fuel.

Segment Reporting

        The Company reports segment information in accordance with SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information", which establishes annual and interim reporting

F-99

standards for an enterprise's business segments and related disclosures about its products, services, geographical areas and major customers. The Company operates in one segment.

2. Acquisition of Circle K

        On September 14, 2001, Phillips acquired Circle K via its acquisition of Tosco. The acquisition was accounted for using the purchase method of accounting as required by SFAS No. 141, "Business Combinations." Because of the application of purchase accounting, the consolidated financial statements of the Company are not comparable to the financial statements for periods after September 14, 2001.

3. Acquisitions of Service Stations

Maverick Service Stations

        On March 28, 2001, the Company acquired twelve retail motor fuel and convenience sites from Maverick Management, Inc. The acquisition has been accounted for as a purchase. The purchase price consisted of cash of $14.5 million plus the assumption of $5.9 million of debt and was allocated to the fair market value of the property and equipment as follows:

	(Thousands of Dollars)
Inventories	$	529
Prepaid expenses and other current assets		42
Property and equipment		19,900
Current liabilities		(35	)
Long-term debt		(5,927	)
	$	14,509

ExxonMobil Service Stations

        On February 29, 2000, the Company acquired approximately 100 retail motor fuel and convenience outlets from Exxon Corporation and Mobil Oil Corporation (collectively "ExxonMobil"). The acquired outlets were part of the Parent's acquisition of the Exxon system from New York through Maine (the "Northeast Territory") and the Mobil system from New Jersey through Virginia (the "Middle Atlantic Territory"). Tosco has exclusive rights to the "Exxon" brand in the Northeast Territory and the "Mobil" brand in the Middle Atlantic Territory for ten years. The purchase price was paid in cash from a combination of available cash, borrowings advanced from Tosco under Tosco's Revolving Credit Facilities, and proceeds from the issuance of long-term debt.

F-100

        The ExxonMobil Acquisition has been accounted for as a purchase. Accordingly, the purchase price was allocated to the fair market values of the assets and liabilities acquired based upon appraisals and other studies as follows:

	(Thousands of Dollars)
Inventories	$	4,156
Prepaid expenses and other current assets		1,648
Property and equipment		78,313
Intangible assets		884
Other assets		2,696
	$	87,697

        In addition, certain sites were purchased directly from ExxonMobil by a special purpose entity, which leased the sites to Tosco pursuant to a long-term operating lease. Tosco has subleased these sites to the Company.

Supplemental Cash Flow Information for Service Station Acquisitions

			Period from January 1 to September 14, 2001			Year Ended 2000
			(Thousands of Dollars)
Supplemental Noncash Investing and Financing Activities:
	Detail of cash paid for acquisitions:
		Fair value of assets acquired	$	20,471		$	87,697
		Liabilities assumed		(5,962	)		—
		Net cash paid for acquisitions	$	14,509		$	87,697

4. Leases

        Net rental expense consisted of the following (thousands of dollars):

	Period from January 1 to September 14, 2001			Year Ended 2000
Minimum rental and warehousing charges	$	61,873		$	87,162
Contingent rental and warehousing charges		6,544			8,560
		68,417			95,722
Less sublease rental income		(6,058	)		(7,994	)
	$	62,359		$	87,728

F-101

        The Company has capital leases for certain of its stores and operating leases for certain stores and for other property and equipment. The store leases generally have primary terms of up to 18 years with varying renewal provisions. Under certain of these leases, the Company is subject to additional rentals based on store sales as well as escalations in the minimum future lease amount. The leases for other property and equipment are for terms of up to 17 years. Most of the Company's lease arrangements provide the Company an option to purchase the assets at the end of the lease term. The Company may also cancel certain of its leases provided the lessor receives minimum sales values for the leased assets. Most of the leases require that the Company provide for the payment of real estate taxes, repairs and maintenance, and insurance.

        The Company also has operating leases with its Parent for convenience stores and the related property and equipment (see Note 8). The Parent company in turn leases these sites from several special purpose entities (SPEs) that are third-party trusts established by a trustee and funded by financial institutions. These leases provide the Parent the option to purchase, at agreed-upon prices, (a) a portion of the leased assets for resale to unaffiliated parties during the lease terms and (b) not less than all of the leased assets at the end of the leases. The Parent may cancel the leases subject to the lessors receiving certain guaranteed minimum sales values for the assets. Minimum annual rentals vary with commercial paper interest rates and the reference interest rate (LIBOR).

5. Accrued Environmental Costs

        The Company is subject to extensive federal, state, and local environmental laws and regulations which include obligations to remove or mitigate the effects on the environment of petroleum releases from the Company's underground motor fuel storage tanks ("UST"). These laws and regulations are complex, change frequently, and are subject to differing interpretations. The Company has established accruals for those sites where it is probable that a release has occurred and the amount of the loss can be reasonably estimated. The Company adjusts its accruals based on new incidents and updated information and is impacted by a number of factors including changes in remediation technologies, new developments and interpretations of government policy, soil and groundwater conditions, and other factors. Accrued environmental liabilities will be paid over periods extending up to six to ten years.

        As a result of various acquisitions in the past, the Company assumed certain environmental obligations. Some of these environmental obligations are mitigated by indemnification agreements and some of the indemnifications are subject to dollar limits and time limits. Recorded accruals do not include any potential contingent liabilities that are expected to be funded by the prior owners under these indemnifications.

        For sites with known contamination, the Company has recorded an asset related to estimated future claims for reimbursements of remediation costs from various state trust fund programs. These trust funds are governed by differing state-specific rules and vary in their overall benefit to the Company. The trust fund programs have been submitted to or approved by the EPA, many of which include third-party compensation. The available trust fund programs require the Company to pay fees or collect taxes to pay for remediation activities. The asset related to estimated trust fund reimbursements recorded by the Company is only for those states in which trust funds are currently reimbursing applicants and in which the Company believes future reimbursement is probable.

F-102

        Environmental exposures are difficult to assess and estimate for numerous reasons including the complexity and differing interpretations of governmental regulations, the lack of reliable data, the number of potentially responsible parties and their financial capabilities, the multiplicity of possible solutions, the years of remedial and monitoring activity required, and the identification of new sites. When the Company prepares its consolidated financial statements, accruals for environmental liabilities are recorded based on management's best estimate using all information that is available at the time. Loss estimates are measured and liabilities are based on currently available facts, existing technology, and presently enacted laws and regulations, taking into consideration the likely effects of inflation and other societal and economic factors. Also considered when measuring environmental liabilities are the Company's prior experience in remediation of contaminated sites, other companies' cleanup experience and data released by the U.S. Environmental Protection Agency ("EPA") or other organizations. Unasserted claims are reflected in the Company's determination of environmental liabilities and are accrued in the period in which they are both probable and reasonably estimable.

        Based on currently available information, the Company believes that it has adequately provided for environmental exposures. However, should these matters be resolved unfavorably to the Company, they could have a material adverse effect on its long-term consolidated financial position and results of operations.

6. Employee Benefit Plans

Pension Plans

        Store managers are covered by a cash balance plan sponsored by Tosco ("Retirement Accumulation Plan" or "RAP"). Benefits under the RAP are generally based upon a percentage of the employee's covered earnings for each year of service and interest credits on these amounts. Benefits are payable at the normal retirement age of 65, or upon earlier termination of employment after five years of service. Contributions to the RAP are made by the Parent and are at least sufficient to meet the minimum funding requirements of applicable laws and regulations but no more than the amount deductible for federal income tax purposes. The assets of the RAP are held by a major financial institution in a master trust fund with other of the Parent's pension plan assets. The master trust assets are invested in a stock index fund, a Treasury bond index fund, short-term investment funds, and a real estate equity fund. The accrued benefit obligation is held on the Parent's balance sheet as the plan sponsor. Pension expense was included in the burden rate assessed the Company by the Parent (see Note 8) and is included in the Company's consolidated financial statements in operating expense for the period from January 1 to September 14, 2001 and the year ended December 31, 2000.

Savings Plans

        The Tosco Store Savings Plan (the "TSSP") was established for eligible store employees. Participants may make, within certain limitations, voluntary contributions under Section 401(k) of the Internal Revenue Code of a percentage of their compensation. Participants of the TSSP are immediately vested in their voluntary contributions. There are no Company contributions to the TSSP.

F-103

        Non-store employees were eligible to participate in the Tosco Corporation Capital Accumulation Plan ("TCCAP"), as sponsored by the Parent. Employees could contribute a portion of their salaries to various investment funds, including a Tosco stock fund, a percentage of which was matched by Tosco. In addition, eligible participants in the TCCAP could receive an additional company contribution in lieu of pension plan benefits. Company expense related to these plans was included in the burden rate assessed the Company by the Parent (see Note 8) and is included in the Company's consolidated financial statements in general and administrative expense for the period from January 1 to September 14, 2001 and the year ended December 31, 2000.

Deferred Compensation Plan

        The Company had a deferred compensation plan that allowed certain employees to defer up to 50% of their base salaries and 100% of their cash bonuses for any given year. Interest accrues on the deferral and amounts due to the participants are generally payable upon retirement, except in certain limited circumstances. This plan was frozen and no new deferrals were accepted after December 31, 1999.

Stock-Based Compensation Plans

        The Company issues Parent common stock options to employees with grant prices equal to the fair value of the underlying security at the date of grant. No compensation cost has been recognized for options in accordance with the provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" in the consolidated statements of operations.

        The Parent's Executive Compensation Committee may grant options and other rights to acquire shares of Parent common stock under the provisions of the Parent's incentive plan (the "Option Plan"). The option price is equal to 100 percent of the fair market value of the Parent's common stock on the date the options are granted. These options generally vest over two to five years, vest immediately in the event of certain transactions, expire ten years from the date of grant and are subject to earlier termination under certain conditions.

        Information regarding the Option Plan as of the period from January 1 to September 14, 2001 and the year ended December 31, 2000 is as follows:

	Period from January 1 to September 14, 2001				Year Ended 2000
	Shares		Price(a)		Shares		Price(a)
	(Millions of Shares)
Options outstanding, beginning of period	723,750		$	22.44	665,276		$	21.05
Granted(b)	—			—	58,999			32.86
Exercised	(307,082	)		14.56	(525	)		48.40
Expired or canceled	(35,879	)		33.38	—			—
Options outstanding, end of period	380,789			27.76	723,750			22.44

(a)

Weighted average price per share.

(b)

All options granted had exercise prices equal to the average market price of Common Stock on the grant date.

F-104

        Employee stock options are accounted for under APB No. 25, "Accounting for Stock Issued to Employees", and related Interpretations. Because the exercise price of ConocoPhillips employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is generally recognized under APB No. 25. The following table displays pro forma information as if the provisions of SFAS No. 123 had been applied to employee stock options granted since January 1, 1996:

		Period from January 1 to September 14, 2001(a)			Year Ended 2000
Pro forma net income/(loss) in thousands		$	5,409		$	(4,009	)
Assumptions used for options granted:
	Risk-free interest rate		5.7	%		5.9	%
	Dividend yield		0.76	%		0.73	%
	Volatility factor		32.2	%		32.2	%
	Average grant date fair value of options	$	—		$	11.00
	Expected life (years)		5			5

(a)

Due to the Phillips acquisition of Tosco (see Note 2), stock options became immediately vested as of the acquisition date. Therefore, additional pro forma option expense of $639,000 is included in the 2001 pro forma information.

7. Income Taxes

        The provision/(benefit) for income taxes was as follows (thousands of dollars):

		Period from January 1 to September 14, 2001			Year Ended 2000
Current:
	Federal	$	(9,188	)	$	(13,127	)
	State		(1,753	)		(2,519	)
			(10,941	)		(15,646	)
Deferred:
	Federal		16,089			17,394
	State		3,091			3,342
			19,180			20,736
		$	8,239		$	5,090

F-105

        A reconciliation of the provision for income taxes to income taxes computed by applying the statutory federal income tax rate to earnings before income taxes is as follows (thousands of dollars):

	Period from January 1 to September 14, 2001			Year Ended 2000
Income taxes at the statutory rate	$	5,358		$	1,164
State income taxes, net of credits and federal benefit		870			535
Permanent differences(a)		2,953			4,606
Federal credits, adjustments, and other		(942	)		(1,215	)
	$	8,239		$	5,090

(a)

Permanent differences primarily relate to the amortization of intangible assets that is non-deductible for tax purposes.

8. Related Party Transactions

        Significant transactions with related parties were (thousands of dollars):

	Period from January 1 to September 14, 2001		Year Ended December 31, 2000
Product purchases(a)	$	1,019,481	$	1,464,418
Credit card processing fees(b)		2,795		4,077
Rent expense(c)		17,883		27,616
Royalty expense(d)		6,013		—
Selling, general, and administrative expenses(e)		23,812		6,275
Payroll benefits(f)		41,312		52,468
Interest income(g)		305		1,098
Interest expense(h)		21,994		33,093

(a)

The Company purchases gasoline and diesel fuel for its stores from the Parent at prices that approximate market.

(b)

The Parent provides credit card processing and collection support for all third party credit cards to the Company and these costs are recorded in cost of fuel. In addition, the Parent maintains a proprietary credit card and charges the Company processing fees for the use of the proprietary card at the Company's stores.

(c)

Certain sites and office space are leased by the Parent and subleased to the Company. The Company operates these sites and pays rents to the Parent's operating units. These rents are at rates that approximate market (see Note 4).

F-106

(d)

The Company pays a royalty fee to the Parent for the use of certain motor fuel brands at certain stations.

(e)

The Parent charges the company a portion of its corporate support costs, including legal, treasury, environmental, tax, auditing, information technology, and other corporate services, based on usage, actual costs, or other allocation methods considered reasonable by the Parent's management.

(f)

The Parent pays on behalf of the Company various payroll expenses including employer payroll taxes, 401(k) company match, pension, medical, and dental. These costs are assessed to the Company based on payroll dollars.

(g)

The Company earns interest from participation in the Parent's centralized cash management system.

(h)

The Company incurs interest expense on borrowings from and debt to the Parent.

        The Company also incurs advertising costs on behalf of itself and other operations of the Parent. These expenses are allocated between the Company and the Parent based on the sites benefiting from the advertising.

        The payable to affiliates represents the net balance resulting from various transactions between the Company and affiliates owned by the Parent and transactions conducted by those affiliates on behalf of the Company. These net transactions are not settled on a regular basis and are shown as a component of shareholder's equity.

        The Company periodically buys from, or sells to, Tosco various assets used in the operations of the business. These net acquisitions are recorded at the assets' historical net book values, which generally approximate fair market value, and totaled $6.7 million transferred in and $7.6 million transferred out in the period from January 1, 2001 to September 15, 2001 and $0.2 million transferred in and $1.6 million transferred out in 2000.

9. Financial Instruments

Fair Values

        The carrying value of cash, accounts receivable, accounts payable, and other current assets and liabilities approximates their fair value due to the relatively short maturity of these financial instruments.

Credit Risk

        Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, short-term deposits, and trade receivables. The Company places its cash and short-term deposits with several high-quality financial institutions. The Company's customer base consists of a large number of diverse customers. Accordingly, receivable losses have not been significant.

F-107

10. Guarantees

        As part of its normal ongoing business operations and consistent with generally accepted and recognized industry practice, the Company enters into various agreements with other parties (the Agreements). These Agreements apportion future risks between the parties for the transaction(s) or relationship(s) governed by such Agreements; one method of apportioning risk between the Company and the other contracting party is the inclusion of provisions requiring one party to indemnify the other party against losses that might otherwise be incurred by such other party in the future (the Indemnity or Indemnities). Many of the Company's Agreements contain an Indemnity or Indemnities that require the company to perform certain obligations as a result of the occurrence of a triggering event or condition.

        The nature of these indemnity obligations is diverse and numerous and each has different terms, business purpose, and triggering events or conditions for an indemnity obligation. Consistent with customary business practice, any particular indemnity obligation incurred by the Company is the result of a negotiated transaction or contractual relationship for which the Company has accepted a certain level of risk in return for a financial or other type of benefit to the Company. In addition, the Indemnity or Indemnities in each Agreement vary widely in their definitions of both the triggering event and the resulting obligation, which is contingent on that triggering event.

        The Company's risk management philosophy is to limit risk in any transaction or relationship to the maximum extent reasonable in relation to commercial and other considerations. Before accepting any indemnity obligation, the Company makes an informed risk management decision considering, among other things, the remoteness of the possibility that the triggering event will occur, the potential costs to perform any resulting indemnity obligation, possible actions to reduce the likelihood of a triggering event or to reduce the costs of performing an indemnity obligation, whether the Company is in fact indemnified by an unrelated third party, insurance coverage that may be available to offset the cost of the indemnity obligation, and the benefits to the Company from the transaction or relationship.

        Because many or most of the Company's indemnity obligations are not limited in duration or potential monetary exposure, the Company cannot calculate the maximum potential amount of future payments that could be paid under the Company's indemnity obligations stemming from all its existing Agreements. The Company has disclosed contractual matters, including, but not limited to, indemnity obligations, which will or could have a material impact on the Company's financial performance. The Company also accrues for contingent liabilities, including those arising out of indemnity obligations, when a loss is probable and the amounts can be reasonably estimated (see Note 11). The Company is not aware of the occurrence of any triggering event or condition that would have a material adverse impact on the Company's consolidated financial statements as a result of an indemnity obligation relating to such triggering event or condition.

11. Commitments and Contingencies

        There are various legal proceedings and claims pending against the Company that are common to its operations. While it is not feasible to predict or determine the ultimate outcome of these matters, it is the opinion of management that these suits will not result in monetary damages not covered by insurance that in the aggregate would be material to the business or operations of the Company.

F-108

        In the case of all known contingencies, the Company accrues an undiscounted liability when the loss is probable and the amount is reasonably estimable. These liabilities are not reduced for potential insurance recoveries. If applicable, undiscounted receivables are accrued for probable insurance or other third-party recoveries. As facts concerning contingencies become known to the Company, the Company reassesses its position both with respect to accrued liabilities and other potential exposures.

        The Company carries insurance policies on insurable risks, which it believes to be appropriate at commercially reasonable rates. While management believes the Company is adequately insured, future losses could exceed insurance policy limits or, under adverse interpretations, be excluded from coverage. Future liability or costs, if any, incurred under such circumstances would have to be paid out of general corporate funds.

        The Parent provides guarantees on certain agreements entered into by the Company. These guarantees include performance guarantees under certain capital and operating leases through lease termination including any renewal options. The most significant lease has a primary term that expires in 2021 and requires the Parent to pay all rents, contingent rents, and to perform all terms, conditions, covenants, and agreements in the lease should the Company fail to comply.

12. Generally Accepted Accounting Principles in the United States and Canada

        The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), which do not differ materially from those principles and practices that the Company would have followed had its consolidated financial statements been prepared in accordance with accounting principles generally accepted in Canada (Canadian GAAP).

13. Subsequent Events

        On September 14, 2001, Tosco was merged with a subsidiary of Phillips Petroleum Company ("Phillips"), as a result of which Phillips became the owner of 100% of the outstanding common stock of Tosco and the Company (see Note 2).

        On August 30, 2002, Conoco and Phillips combined their businesses by merging with separate acquisition subsidiaries of ConocoPhillips. As a result, Conoco and Phillips each became a wholly owned subsidiary of ConocoPhillips.

        During 2002, ConocoPhillips conducted a strategic business review of its company-owned retail sites. As a result of the review, ConocoPhillips made the decision to dispose of the majority of the Company's retail sites. These sites are being actively marketed by an investment banking firm. The retail sites are being grouped and marketed in packages, including the planned sale of the Company. ConocoPhillips expects to complete the sales in 2003.

        During 2002, a lawsuit was filed against the Company in California regarding overtime pay for store managers. This case was brought by store managers and alleges that they were due overtime pay based on the job duties they performed. The plaintiffs are currently trying to certify the case as a class

F-109

action on behalf of themselves and others similarly situated. This case is in the preliminary stages of discovery and the outcome is not currently predictable.

        A lawsuit was filed against the Company in January 2003 regarding compliance with the Americans with Disabilities Act ("ADA"). The plaintiffs are seeking to be certified as a class and claim that the Company's stores do not comply with the provisions of the ADA. This is a recent case and is still in the beginning phases.

        One of the Company's distributors filed for Chapter 11 bankruptcy protection on April 1, 2003. The distributor has continued to supply the Company's stores with no interruption of service and has indicated that it intends to maintain service to the Company on the same terms as called for in the existing contract. The Company has made contingency plans should the distributor not be able to continue supplying the Company's stores in future.

14. Event Subsequent to the Date of the Auditors' Report (unaudited)

        Pursuant to an agreement dated October 3, 2003, as amended, the Parent agreed to sell all of the issued and outstanding shares of the Company to Alimentation Couche-Tard Inc. ("Couche-Tard"). As a result, the Company will become a subsidiary of Couche-Tard. The transaction, which is subject to regulatory review and approval, is expected to close by the end of the fourth quarter of 2003.

        In connection with the transaction, approximately 370 of the Company's retail sites will be transferred to the Parent. The operations and cash flows of those sites and general and administrative expenses of field divisions that supervise the operation of those sites will be eliminated from the ongoing operations of the Company, and the Company will not have any continuing significant involvement with those sites subsequent to the transfer. The Company's financial statements published for periods subsequent to the transfer will report the transferred sites as discontinued operations. The following pro forma financial statements are presented for illustrative purposes to show the effects of reporting the discontinued operations.

F-110

        The unaudited pro forma statements of income is as follows (thousands of dollars):

Period from January 1, 2001 to September 14, 2001			Company before Adjustments			Operations of Assets to be Transferred			Company as Adjusted
Revenues:
	Merchandise sales		$	1,532,213		$	(265,558	)	$	1,266,655
	Fuel sales			1,999,314			(791,464	)		1,207,850
	Other			62,344			(20,449	)		41,895
		Total revenues		3,593,871			(1,077,471	)		2,516,400
Cost of sales and operating expenses:
	Cost of merchandise			1,097,299			(192,122	)		905,177
	Cost of fuel			1,791,989			(681,196	)		1,110,793
	Operating expenses			476,992			(133,268	)		343,724
	General and administrative			110,083			(8,066	)		102,017
	Depreciation and amortization			74,761			(20,939	)		53,822
		Total cost of sales and operating expenses		3,551,124			(1,035,591	)		2,515,533
		Operating income		42,747			(41,880	)		867
Interest expense, net				(27,439	)		54			(27,385	)
Income before income taxes				15,308			(41,826	)		(26,518	)
Provision for income taxes				(8,239	)		16,521			8,282
Net income (loss)			$	7,069		$	(25,305	)	$	(18,236	)

F-111

Year Ended December 31, 2000			Company before Adjustments			Operations of Assets to be Transferred			Company as Adjusted
Revenues:
	Merchandise sales		$	2,121,615		$	(411,199	)	$	1,710,416
	Fuel sales			2,857,151			(1,062,429	)		1,794,722
	Other			84,159			(31,666	)		52,493
		Total revenues		5,062,925			(1,505,294	)		3,557,631
Cost of sales and operating expenses:
	Cost of merchandise			1,519,580			(298,696	)		1,220,884
	Cost of fuel			2,583,418			(945,127	)		1,638,291
	Operating expenses			688,493			(204,859	)		483,634
	General and administrative			137,992			(13,723	)		124,269
	Depreciation and amortization			91,145			(21,383	)		69,762
		Total cost of sales and operating expenses		5,020,628			(1,483,788	)		3,536,840
		Operating income		42,297			(21,506	)		20,791
Interest expense, net				(38,971	)		—			(38,971	)
Income before income taxes				3,326			(21,506	)		(18,180	)
Provision for income taxes				(5,090	)		8,495			3,405
Net loss			$	(1,764	)	$	(13,011	)	$	(14,775	)

F-112

Form F-10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers.

Alimentation Couche-Tard Inc.

Applicable Laws of the Province of Quebec

        Section 123.83 of the Companies Act of the Province of Quebec provides that directors, officers and other representatives of a company are mandataries of the company. Section 123.87 requires a company to assume the defense of its mandatary prosecuted by a third person for an act done in the exercise of the mandatary's duties and to pay damages, if any, resulting from that act, unless the mandatary has committed a grievous offence or a personal offence separable from the exercise of his or her duties. However, in a penal or criminal proceeding, the company is only required to assume payment of the expenses of its mandatary if the mandatary had reasonable grounds to believe that his or her conduct was in conformity with the law, or if the mandatary has been freed or acquitted.

        Section 123.88 requires a company to assume the expenses of its mandatary if, having prosecuted the mandatary for an act done in the exercise of his or her duties, the company loses its case and the court so decides. If the company wins its case only in part, the court may determine the amount of the expenses the company will assume. Section 123.89 of the Companies Act requires a company to assume the obligations contemplated in Section 123.87 and 123.88 in respect of any person who acted at its request as a director of a legal person of which it is a shareholder or creditor.

        Section 2154 of the Civil Code of Quebec provides that, where the mandatary is not at fault, the mandator (the company) is bound to compensate the mandatary for any injury suffered by reason of the performance of the mandate.

By-laws

        Subject to the approval of the court in the circumstances contemplated in section 123.88 of the Companies Act of the Province of Quebec, each mandatary of Alimentation Couche-Tard Inc. including any person who acts in the capacity of director or senior executive of a subsidiary of Alimentation Couche-Tard Inc., of a company subject to significant influence by Alimentation Couche-Tard Inc., of a subsidiary of a subsidiary or a subsidiary of a company subject to significant influence by Alimentation Couche-Tard Inc. pursuant to a mandate from Alimentation Couche-Tard Inc. to represent it or protect its interests in such subsidiary or company subject to significant influence, shall be indemnified and held harmless by Alimentation Couche-Tard Inc., from and against any amount that such mandatary may legally be required to pay or disburse as damages, costs, charges or expenses of any kind whatsoever or resulting from of a claim, action, proceeding or procedure instituted or exercised against him by reason of the exercise or performance of his functions, excluding, however, the damages, costs, charges and expenses (i) resulting from his or her own fraudulent, deceitful or criminal conduct or his voluntary omission, or (ii) payable or refundable to such mandatary under any insurance policy then in effect and covering such risk, regardless of whether such policy have been paid by Alimentation Couche-Tard Inc.

        Alimentation Couche-Tard Inc. is only bound by this indemnification obligation if: (i) the mandatary acted with integrity and in good faith in the best interests of Alimentation Couche-Tard Inc., and (ii) as regards criminal or administrative proceedings leading to the payment of a fine, the mandatary had good reasons to believe that his conduct was lawful. Notwithstanding that proceedings are well founded, Alimentation Couche-Tard Inc. shall finance the costs, charges and expenses of the mandatary until such mandatary is acquitted as regards any criminal or administrative proceedings or

II-1

until final judgment has been rendered as regards civil proceedings. If the mandatary is convicted or, in the case of civil proceedings, if the evidence collected indicates that the mandatary is not entitled to the indemnification, the mandatary shall repay such costs, charges and expenses to Alimentation Couche-Tard Inc. upon request.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrants pursuant to the foregoing provisions, the registrants have been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Exhibits
5.1	Consent of Raymond Chabot Grant Thorton
5.2	Consent of Ernst & Young
5.3	Consent of Davies Ward Phillips & Vineberg LLP, New York, New York (included in Exhibit 5.5 to Forms S-4 and F-4)
5.4	Consent of Davies Ward Phillips & Vineberg LLP, Montreal, Quebec and Toronto, Ontario (included in Exhibit 5.6 to Forms S-4 and F-4)
7.1	Trust Indenture dated as of December 17, 2003 between Wells Fargo Bank Minnesota, N.A., Couche-Tard U.S. L.P., Couche-Tard Financing Corp. and each of the guarantors.

Form S-4 and Form F-4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Couche-Tard U.S. L.P.

Applicable Laws of the State of Delaware

        Section 108 of the Limited Partnership Act of the State of Delaware provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and has the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

Agreement of Limited Partnership

        The indemnification rights in Couche-Tard U.S. L.P.'s Agreement of Limited Partnership apply to the general partner and each officer, director, employee, agent and shareholder of the general partner. Couche-Tard U.S. L.P. will indemnify and hold harmless any such person from and against any loss, expense, damage or injury suffered or sustained by any of them by reason of any acts, omissions or alleged acts or omissions arising out of their activities on behalf of the limited partnership or in furtherance of its interests. The indemnity includes but is not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened actions, proceedings or claims. However, this is subject to the condition that the acts, omissions or alleged acts or omissions upon which such actual or threatened actions, proceedings or claims are based were for a purpose reasonably believed by the general partner, or such other person described above, to be in the best interests of Couche-Tard U.S. L.P. and did not constitute gross negligence or willful misconduct by the general partner, or such other person.

II-2

Couche-Tard Financing Corp.

Applicable Laws of the State of Delaware

        Section 145 of the General Corporation Law of the State of Delaware provides that a corporation may indemnify directors and officers, as well as employees or agents of the corporation and any individual who was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), in which such person was or is a party or is threatened to be made a party by reason of such person being or having been a director, officer, employee or agent of the corporation. However, this is subject to the conditions that such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, the person must have had no reasonable cause to believe the person's conduct was unlawful. Such indemnification may be made in connection with a derivative action if a court determines that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court deems proper.

Certificate of Incorporation

        The Certificate of Incorporation of Couche-Tard Financing Corp. provides that the corporation will, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware (as the same may be amended and supplemented), indemnify any and all persons whom it shall have power to indemnify under Section 145 from and against any and all expenses, liabilities or other matters referred to in or covered by Section 145. The indemnification provided for in the Certificate of Incorporation is not to be deemed exclusive of any other rights to which those indemnified persons may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. The indemnification will continue as to a person who has ceased to be a director, officer, employee or agent and will inure to the benefit of the heirs, executors and administrators of such person.

Circle K Enterprises Inc.

Applicable Laws of the State of Delaware

        See the discussion of applicable provisions of Delaware law above under Couche-Tard Financing Corp.

Certificate of Incorporation

        The Certificate of Incorporation of Circle K Enterprises Inc. provides that the corporation will, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware (as the same may be amended and supplemented, or by any successor thereto), indemnify any and all persons whom it shall have power to indemnify under Section 145 from and against any and all of the expenses, liabilities or other matters referred to in or covered by that Section 145. Circle K Enterprises Inc. will advance expenses to the fullest extent permitted by Section 145. Such right to indemnification and advancement of expenses will continue as to a person who has ceased to be a director, officer, employee or agent and will inure to the benefit of his or her heirs, executors and administrators. The indemnification and advancement of expenses provided for in the Certificate of Incorporation will not be deemed exclusive of any other rights to which those seeking indemnification

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or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise.

By-laws

        The indemnification rights in the by-laws of Circle K Enterprises Inc. apply in respect of any person who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Circle K Enterprises Inc.) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan). Any such person will be indemnified and held harmless by Circle K Enterprises Inc. to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may be amended (but, in the case of any such amendment, only to the extent that such amendment permits Circle K Enterprises Inc. to provide broader indemnification than permitted prior to the amendment), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by any such person in connection with such action, suit or proceeding. However, this is subject to the conditions that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of Circle K Enterprises Inc. and, in connection with any criminal action or proceeding, that such person did not have reasonable cause to believe that such conduct was unlawful.

        Any person described above may similarly be indemnified by Circle K Enterprises Inc. in connection with a derivative action. However, no indemnification will be made in respect of any claim, issue or matter as to which such person is adjudged to be liable to Circle K Enterprises Inc. unless, and only to the extent that, the court in which such suit or action was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court deems proper.

Circle K Stores Inc.

Applicable Laws of the State of Texas

        Article 2.02-1 of the Texas Business Corporation Act provides that a corporation may indemnify a person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director only if it is determined that the person (i) conducted himself or herself in good faith; (ii) reasonably believed, in the case of conduct in his or her official capacity as a director of the corporation, that his or her conduct was in the corporation's best interests and, in all other cases, that his or her conduct was at least not opposed to the corporation's best interests; and, (iii) in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The indemnification may be against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by the person in connection with the proceeding. However, if the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification must be limited to reasonable expenses actually incurred by the person in connection with the proceeding. An indemnification can not be made in respect of any proceeding in which the person is found liable for willful or intentional misconduct in the performance of his or her duty to the corporation.

        A corporation must indemnify a director or an officer against reasonable expenses incurred by him or her in connection with a proceeding in which he or she is a named defendant or respondent because he or she is or was a director if he or she has been wholly successful, on the merits or otherwise, in the defense of the proceeding.

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        Reasonable expenses incurred by a present director who was, is or is threatened to be made a named defendant or respondent in a proceeding may be paid or reimbursed by the corporation, in advance of the final disposition of the proceeding, after the corporation receives a written affirmation by the director of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under Article 2.02-1 and a written undertaking by or on behalf of the director to repay the amount paid or reimbursed if it is ultimately determined that he or she has not met that standard or if it is ultimately determined that indemnification of the director against expenses incurred by him or her in connection with that proceeding is prohibited for the reasons described above. Reasonable expenses incurred by a former director or officer, or a present or former employee or agent of the corporation, who was, is or is threatened to be made a named defendant or respondent in a proceeding, may be paid or reimbursed by the corporation, in advance of the final disposition of the proceeding, on any terms the corporation considers appropriate.

Amended and Restated By-laws

        The indemnification rights in the amended and restated by-laws of Circle K Stores Inc. apply in respect of any person who was, is or is threatened to be made a named defendant or respondent to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitral, administrative or investigative, any appeal in such action, suit or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding, because such person is or was a director or officer of Circle K Stores Inc., or is or was serving at the request of Circle K Stores Inc. as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise. Circle K Stores Inc. will, subject to any limitation which may be contained in the articles of incorporation of the corporation (as amended from time to time), to the full extent permitted by law, including without limitation, Texas Business Corporation Act Art. 2.02-1 (as such Article exists or shall be amended), indemnify any such person against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including attorneys' fees) actually incurred by him or her in connection with such action, suit or proceeding.

        Subject to the limitations set out above, Circle K Stores Inc. will pay or reimburse on a current basis the expenses incurred by any person described above in connection with any such action, suit or proceeding in advance of the final disposition thereof if the corporation has received (i) a written affirmation by the recipient of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under the Texas Business Corporation Act and (ii) a written undertaking by or on behalf of the director to repay the amount paid or reimbursed if it is ultimately determined that he or she has not satisfied such standard of conduct or if indemnification is prohibited by law.

        The by-laws permit Circle K Stores Inc. to purchase and maintain insurance on behalf of any person described above against any liability asserted against him or her and incurred by him or her in such capacity or arising out of his or her status in that respect, whether or not Circle K Stores Inc. would have the power to indemnify him or her against that liability under the by-laws. This is subject to any restrictions imposed by law. Circle K Stores Inc. may create a trust fund, establish any form of self-insurance, grant a security interest or other lien on its assets or use other means (including, without limitation, a letter of credit, guarantee or surety arrangement) to ensure the payment of such sums as may become necessary to effect indemnification as provided in the by-laws.

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Mac's Convenience Stores LLC

Applicable Laws of the State of Delaware

        Section 108 of the Limited Liability Company Act of the State of Delaware provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and will have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Amended and Restated Limited Liability Company Agreement

        The Amended and Restated Limited Liability Company Agreement of Mac's Convenience Stores LLC provides that the company's managers, employees and agents will be indemnified to the fullest extent provided in or permitted by the Limited Liability Company Act of the State of Delaware (as amended from time to time). Such persons will be indemnified for any expenses, including attorneys' fees, in the defense or prosecution of a claim against him or her in the capacity of manager, employee or agent of the company.

The Circle K Corporation

Applicable Laws of the State of Delaware

        See the discussion of applicable provisions of Delaware law above under Couche-Tard Financing Corp.

By-laws

        The Circle K Corporation will indemnify any person who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of The Circle K Corporation) by reason of his or her status as one of the persons described above. The indemnity covers expenses (including attorneys' fees), judgments, fines (including any excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding. However, this is subject to the conditions that he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of The Circle K Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

        Except with respect to proceedings to enforce a right to indemnification, The Circle K Corporation will indemnify any person described above in connection with any proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by two-thirds of the board of directors of the corporation.

        Subject to the same limitations set forth above, The Circle K Corporation will indemnify against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit any person described above who was, is or was threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of such person's status as described above. However, no indemnification will be made in respect of any claim, issue or matter as to which such person is adjudged to be liable to The Circle K Corporation unless and only to the extent that a court determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court deems proper.

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        To the extent that any person described above has been successful on the merits or otherwise in the defense of any action, suit or proceeding described above, or in the defense of any claim, issue or matter therein, he or she will be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

        Upon resolution passed by the board of directors, The Circle K Corporation may purchase and maintain insurance on behalf of any person described above against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against liability under the provisions of the by-laws. The Circle K Corporation may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such sums as may become necessary to effect indemnification as provided in the by-laws.

Couche-Tard Inc.

Applicable Laws of Canada

        Section 124 of the Canada Business Corporations Act provides that a corporation may indemnify a present or former director or officer of the corporation, or another individual who acts or acted at the corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity. However, this is subject to the conditions that such person acted honestly and in good faith with a view to the best interests of the corporation or the other entity, as the case may be and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful. Such indemnification may be made in connection with a derivative action only with the approval of a court.

        An individual who fulfills the above conditions is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by him or her in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which he or she is subject because of his or her association with the corporation or other entity, if the individual seeking indemnity was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done. A corporation may purchase and maintain insurance for the benefit of such an individual against any liability incurred by the individual in his or her capacity as a director or officer of the corporation, or in his or her capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the corporation's request.

        The corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above. However, the individual must repay the moneys if the above conditions are not fulfilled. Such an advance of moneys may be made in connection with a derivative action only with the approval of a court.

By-laws

        The indemnification rights in the by-laws of Couche-Tard Inc. apply to a director or officer, a former director or officer, or a person who acts or acted at the company's request as a director or officer of a body corporate of which Couche-Tard Inc. is or was a shareholder or creditor, and his or her heirs and legal representatives. Subject to the Canada Business Corporations Act, Couche-Tard Inc. will indemnify such persons against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having

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been a director or officer of Couche-Tard Inc. or such body corporate. However, this is subject to the conditions that such person acted honestly and in good faith with a view to the best interests of Couche-Tard Inc. and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful.

        Couche-Tard Inc. will also indemnify the persons described above in such other circumstances as the Canada Business Corporations Act permits. Nothing in the by-law limits the right of any person entitled to indemnity to claim indemnity apart form the provisions of the by-law.

        The by-laws further provide that, subject to the Canada Business Corporations Act, Couche-Tard Inc. may purchase and maintain insurance for the benefit of its directors or officers against any liability incurred by such person in his or her capacity as a director or officer of Couche-Tard Inc. or of another body corporate where he or she acts or acted in that capacity at the request of the company.

Couche-Tard's/Mac's L.P.

Applicable Laws of the Province of Quebec

        Section 2205 of the Civil Code of Quebec provides that a partner is entitled to recover the amount of the disbursements he has made on behalf of the partnership and to be indemnified for the obligations he has contracted or the losses he has suffered in acting for the partnership if he was in good faith.

Depan-Escompte Couche-Tard Inc.

Applicable Laws of Quebec

        See the discussion of applicable provisions of Quebec law above under Alimentation Couche-Tard Inc.

By-laws

        Depan-Escompte Couche-Tard Inc. shall compensate its directors, its officers or its representatives in respect of all costs or expenses reasonably incurred by them in connection with the defense of an action, of a suit, of an application, of a proceeding of a civil, of a criminal or of an administrative nature or of any other legal proceeding resulting from their duties or of their office, whether such proceeding was commenced by or on behalf of Depan-Escompte Couche-Tard Inc. or by a third party, in which case Depan-Escompte Couche-Tard Inc. shall also assume their defense. The right to compensation shall exist only to the extent that the directors, the officers or the representatives were substantially successful on the merits in their defence, that they acted prudently, diligently, honestly and faithfully in the best interests of Depan-Escompte Couche-Tard Inc., that they did not place themselves in a position of conflict of interest between their personal interest and that of Depan-Escompte Couche-Tard Inc., and, in the case of a proceeding of a criminal or of an administrative nature leading to the imposition of a fine, to the extent that they had reasonable grounds for believing that their conduct was lawful. In the event that a court of law or a tribunal does not make a finding on the matter of whether the conduct of the mandatary complied with the foregoing standards of conduct or the question of whether a case was won in part or whether a person was substantially successful on the merits in his defense, the matter shall be determined in the following manner:

(a)

by a majority vote of the directors who are not parties to such action, suit, application or legal proceeding, if a quorum exists; or

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(b)

by way of opinion from an independent legal counsel if such a quorum of the directors cannot be attained, or, even if attained, if a quorum of the directors who are not parties to such action, suit, application or legal proceeding so decides; or, failing the above,



(c)

by decision of the majority of the shareholders of Depan-Escompte Couche-Tard Inc.

        Depan-Escompte Couche-Tard Inc. shall assume these liabilities in respect of any person who acts or acted at its request as a director, as an officer or as a representative of a body corporate of which Depan-Escompte Couche-Tard Inc. is or was a shareholder or a creditor.

        Depan-Escompte Couche-Tard Inc. may purchase and maintain insurance for the benefit of its directors, of its officers and of its representatives covering any liability incurred by them by reason of their acting or having acted as a mandatary of Depan-Escompte Couche-Tard Inc. or, at the request of the latter, of a body corporate of which Depan- Escompte Couche-Tard Inc. is or was a shareholder or a creditor.

Dunkin Donuts Master Franchisee Quebec Inc.

Applicable Laws of the Province of Quebec

        See the discussion of applicable provisions of Quebec law above under Alimentation Couche-Tard Inc.

By-laws

        General By-Law No. 1 of Dunkin Donuts Master Franchise Quebec Inc. provides that the Company will indemnify and hold harmless its directors, officers or other mandataries and their assigns in the manner and on the conditions set out in sections 123.87 and following of the Quebec Companies Act, or other sections substituted therefore.

Mac's Convenience Stores Inc.

Applicable Laws of the Province of Ontario

        Section 136 of the Business Corporations Act of the Province of Ontario provides that a corporation may indemnify a present or former director or officer of the corporation, or a person who acts or acted at the corporation's request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of such corporation or body corporate. However, this is subject to the conditions that such person acted honestly and in good faith with a view to the best interests of the corporation and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful. Such indemnification may be made in connection with a derivative action only with the approval of the court.

        A person who fulfills the above conditions is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by him or her in connection with the defense of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the corporation or body corporate, if the person seeking indemnity was substantially successful on the merits in his or her defense of the action or proceeding.

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By-laws

        The indemnification rights in the by-laws of Mac's Convenience Stores Inc. apply to a present or former director or officer of the corporation or a person who acts or acted at the corporation's request as a director or officer of a body corporate of which Mac's Convenience Stores Inc. is or was a shareholder or creditor, and his or her heirs and legal representatives. Subject to subsections 136(2) and (3) of the Business Corporations Actof the Province of Ontario, Mac's Convenience Stores Inc. will indemnify any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of such corporation or body corporate. However, this is subject to the conditions that such person acted honestly and in good faith with a view to the best interests of Mac's Convenience Store Inc. and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful.

3053854 Nova Scotia Company; 3055854 Nova Scotia Company

Applicable Laws of the Province of Nova Scotia

        Section 204 of the Regulations for Management of a Company Limited by Shares under the Companies Act of the Province of Nova Scotia provides that every director, manager, secretary, treasurer and other officer or servant of a company will be indemnified by the company against all costs, losses and expenses that any such person may incur or become liable to pay by reason of any contract entered into or act or thing done by him or her as such officer or servant or in any way in the discharge of his or her duties, including traveling expenses. The amount for which such indemnity is provided will immediately attach as a lien on the property of the company and will have priority as against the members over all other claims.

Articles of Association

        The indemnification provisions in the respective Articles of Association of 3053854 Nova Scotia Company and 3055854 Nova Scotia Company apply in respect of every present or former director or officer, or person who acts or acted at the request of the respective company as a director or officer of the respective company, a body corporate, partnership or other association of which the respective company is or was a shareholder, partner, member or creditor, and the heirs and legal representatives of such person. In the absence of any dishonesty on the part of such person, he or she will be indemnified by the respective company against all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any claim made against such person or civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the respective company or such body corporate, partnership or other association, whether the respective company is a claimant or party to such action or proceeding or otherwise. The amount for which such indemnity is proved shall immediately attach as a lien on the property of the respective company and have priority as against the shareholders over all other claims.

ACT Financial Trust

Applicable Laws of the Province of Quebec

        Section 1278 of the Civil Code of Quebec provides that a trustee acts as the administrator of the property of others charged with full administration. Section 1319 of the Civil Code of Quebec states that where an administrator (the trustee) becomes bound, within the limits of the administrator's powers, in the name of the beneficiary of the trust or the trust patrimony, the administrator is not personally

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liable towards third parties with whom the administrator contracts. The administrator is liable towards such third parties if the administrator binds himself in his own name, subject to any rights such third parties may have against the beneficiary of the trust or the trust patrimony. Pursuant to Section 1320 of the Civil Code of Quebec, where an administrator exceeds his powers, the administrator is liable towards third parties with whom the administrator contracts unless the third parties were sufficiently aware of that fact or unless the obligations contracted were expressly or tacitly ratified by the beneficiary of the trust. Section 1322 of the Civil Code of Quebec provides that the beneficiary of the trust is liable towards third parties for the damage caused by the fault of the administrator in carrying out his duties only up to the amount of the benefit the beneficiary of the trust has derived from the act. In the case of a trust, these obligations fall back upon the trust patrimony.

Deed of Trust

        The Deed of Trust of ACT Financial Trust provides that each present and former trustee and officer of the trust will at all times be indemnified and saved harmless out of property acquired or held by the trust from and against all liabilities, damages, losses, debts, claims, actions, suits and proceedings whatsoever, including costs, charges and expenses in connection therewith, sustained, incurred, brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of his or her duties as trustee or officer of the trust. This right also applies in respect of all other liabilities, damages, losses, debts, claims, actions, suits, proceedings, costs, charges and expenses which such person sustains or incurs in or about or in relation to the affairs of the trust.

        These rights do not apply unless such person acted honestly and in good faith with a view to the best interests of ACT Financial Trust and the beneficiaries of the trust and in accordance with Article 1309 of the Civil Code of Quebec and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.

        It is also provided that the trustee may contract insurance policies insuring the trustee and the beneficiaries of ACT Financial Trust against any and all claims and liabilities of any nature asserted by any person arising by reason of any action alleged to have been taken or omitted by such trustee or beneficiaries.

Item 21. Exhibits and Financial Statement Schedules.

3.1	Certificate of Limited Partnership of Couche-Tard U.S. L.P. filed with the Office of the Secretary of State of the State of Delaware on April 27, 2001 (together with amendments thereto)
3.2	Amended and Restated Agreement of Limited Partnership of Couche-Tard U.S. L.P. dated as of December 17, 2003
3.3	Certificate of Incorporation of Couche-Tard Financing Corp. filed with the Office of the Secretary of State of the State of Delaware on November 19, 2003
3.4	By-laws of Couche-Tard Financing Corp.
3.5	Certificate of Incorporation of Alimentation Couche-Tard Inc. filed with the Inspecteur general des institutions financieres of the Government of Quebec on September 11, 1995
3.6*	By-laws of Alimentation Couche-Tard Inc.
3.7	Certificate of Incorporation of Depan-Escompte Couche-Tard Inc. filed with the Inspecteur general des institutions financieres of the Government of Quebec on March 29, 1994 (together with amendments thereto)
3.8	By-laws of Depan-Escompte Couche-Tard Inc.

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3.9	Articles of Incorporation of Couche-Tard Inc. filed with the Director under the Canada Business Corporations Act on December 1, 1985 (together with amendments thereto)
3.10	By-laws of Couche-Tard Inc.
3.11	Articles of Amalgamation of Mac's Convenience Stores Inc. filed with the Ontario Ministry of Consumer and Commercial Relations on September 5, 1999 (together with amendments thereto)
3.12	By-laws of Mac's Convenience Stores Inc.
3.13	Limited Partnership Agreement of Couche-Tard/Mac's L.P. dated April 24, 2001 (together with amendments thereto)
3.14	Deed of Trust of ACT Financial Trust dated April 24, 2001
3.15	Memorandum and Articles of Association of 3053854 Nova Scotia Company filed with the Registrar of Joint Stock Companies of the Province of Nova Scotia on May 2, 2001
3.16	Memorandum and Articles of Association of 3055854 Nova Scotia Company filed with the Registrar of Joint Stock Companies of the Province of Nova Scotia on June 8, 2001
3.17	Certificate of Incorporation of Dunkin Donuts Master Franchisee Quebec Inc. filed with the Inspecteur general des institutions financiers of the Government of Quebec on June 11, 2003 (together with amendments thereto)
3.18	By-laws of Dunkin Donuts Master Franchise Quebec Inc.
3.19	Certificate of Formation of Mac's Convenience Stores LLC filed with the Office of the Secretary of State of the State of Delaware on April 27, 2001
3.20	Amended and Restated Limited Liability Company Agreement of Mac's Convenience Stores LLC dated as of December 15, 2003
3.21	Certificate of Incorporation of The Circle K Corporation filed with the Office of the Secretary of State of the State of Delaware on February 26, 1993 (together with amendments and restatements thereto)
3.22	By-laws of The Circle K Corporation
3.23	Certificate of Incorporation of Circle K Enterprises Inc. filed with the Office of the Secretary of State of the State of Delaware on December 30, 1998
3.24	By-laws of Circle K Enterprises Inc.
3.25	Restated Articles of Incorporation of Circle K Stores Inc. filed with the Secretary of State of the State of Texas on October 15, 1993 (together with amendments thereto)
3.26	Amended and Restated By-laws of Circle K Stores Inc.
4.1	Trust Indenture dated as of December 17, 2003 between Wells Fargo Bank Minnesota, N.A., Couche-Tard U.S. L.P., Couche-Tard Financing Corp. and each of the guarantors (included in Exhibit 7.1 to Form F-10)
4.2	Form of Initial Note including guarantees (included in Exhibit 4.1 to Form S-4 and F-4)
4.3	Form of Exchange Note including guarantees (included in Exhibit 4.1 to Form S-4 and F-4)
4.4	Registration Rights Agreement dated as of December 17, 2003 between Alimentation Couche-Tard Inc., the guarantors and the initial purchasers
5.5	Opinion of Legality of Davies Ward Phillips & Vineberg LLP, New York, New York
5.6	Opinion of Legality of Davies Ward Phillips & Vineberg LLP, Montreal, Quebec and Toronto, Ontario
5.7	Opinion of Legality of Bracewell & Patterson, LLP
5.8	Opinion of Legality of Stewart McKelvey Stirling Scales

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10.1	Stock Purchase Agreement dated as of October 3, 2003, as amended, between Alimentation Couche-Tard Inc. and ConocoPhillips Company
10.2	Addendum to the Stock Purchase Agreement dated as of December 11, 2003 between Alimentation Couche-Tard Inc. and ConocoPhillips Company
10.3	Credit Agreement dated as of December 17, 2003 among Alimentation Couche-Tard Inc., certain subsidiaries of Alimentation Couche-Tard Inc. and the lenders named therein
10.4	Environmental Liabilities Agreement dated as of October 3, 2003 between Alimentation Couche-Tard Inc. and ConocoPhillips Company
10.5	Addendum to the Environmental Liabilities Agreement dated as of December 11, 2003 between Alimentation Couche-Tard Inc. and ConocoPhillips Company
10.6	Alimentation Couche-Tard Inc. 1999 Stock Incentive Plan
12.1	Statement re: Computation of Ratios
23.1	Consent of Raymond Chabot Grant Thorton (included in Exhibit 5.1 to Form F-10)
23.2	Consent of Ernst & Young (included in Exhibit 5.2 to Form F-10)
23.3	Consent of Davies Ward Phillips & Vineberg LLP, New York, New York (included in Exhibit 5.5 to Forms S-4 and F-4)
23.4	Consent of Davies Ward Phillips & Vineberg LLP, Montreal, Quebec and Toronto, Ontario (included in Exhibit 5.6 to Forms S-4 and F-4)
23.5	Consent of Bracewell & Patterson, LLP (included in Exhibit 5.7 to Forms S-4 and F-4)
23.6	Consent of Stewart McKelvey Stirling Scales (included in Exhibit 5.8 to Forms S-4 and F-4)
24.1	Powers of Attorney (contained on the signature pages of this Registration Statement)
25.1	Statement of Eligibility of Trustee
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Letter to Noteholders
99.4	Form of Exchange Agent Agreement

*

To be filed by amendment.

Item 22. Undertakings.

The undersigned registrants hereby undertake:

(1)

that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(2)

that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415 (section 230.415 of this chapter), will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement

II-13

relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

the undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

(4)

to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-14

Form F-10
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1.    Undertaking

        Alimentation Couche-Tard Inc. undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.

Item 2.    Consent to Service of Process

        Concurrently with the filing of this registration statement on Form F-10, Alimentation Couche-Tard Inc. is filing with the Commission a written irrevocable consent and power of attorney on Form F-X.

III-1

Couche-Tard U.S. L.P.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Laval, Province of Quebec, on February 13, 2004.

COUCHE-TARD U.S. L.P. by its general partner 3055854 Nova Scotia Company
By:	/s/  RICHARD FORTIN Richard Fortin Executive Vice-President, Chief Financial Officer and Director

POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Alain Bouchard, Richard Fortin and Réal Plourde his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  ALAIN BOUCHARD Alain Bouchard	President, Chief Executive Officer and Director	February 13, 2004
/s/  RICHARD FORTIN Richard Fortin	Executive Vice-President, Chief Financial Officer and Director	February 13, 2004
/s/  RÉAL PLOURDE Réal Plourde	Executive Vice-President, Chief Operating Officer and Director	February 13, 2004
/s/  JACQUES D'AMOURS Jacques D'Amours	Vice-President-Administration and Director	February 13, 2004

III-2

Couche-Tard Financing Corp.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on February 13, 2004.

COUCHE-TARD FINANCING CORP.
By:	/s/  BRIAN HANNASCH Brian Hannasch Vice President and Director

POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Alain Bouchard, Richard Fortin and Réal Plourde his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  RÉAL PLOURDE Réal Plourde	President and Director	February 13, 2004
/s/  BRIAN HANNASCH Brian Hannasch	Vice President and Director	February 13, 2004
/s/  STÉPHANE GONTHIER Stéphane Gonthier	Secretary and Director	February 13, 2004
/s/  DANIEL FIDEN Daniel Fiden	Assistant Secretary, Treasurer and Director	February 13, 2004

III-3

Alimentation Couche-Tard Inc.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Laval, Province of Quebec, on February 13, 2004.

ALIMENTATION COUCHE-TARD INC.
By:	/s/  RICHARD FORTIN Richard Fortin Executive Vice-President, Chief Financial Officer and Director

POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Alain Bouchard, Richard Fortin and Réal Plourde his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  ALAIN BOUCHARD Alain Bouchard	President, Chief Executive Officer and Director	February 13, 2004
/s/  RICHARD FORTIN Richard Fortin	Executive Vice-President, Chief Financial Officer and Director	February 13, 2004
/s/  RÉAL PLOURDE Réal Plourde	Executive Vice-President, Chief Operating Officer and Director	February 13, 2004
/s/  JACQUES D'AMOURS Jacques D'Amours	Vice-President-Administration and Director	February 13, 2004
/s/  ROGER LONGPRÉ Roger Longpré	Director	February 13, 2004
/s/  JOSÉE GOULET Josée Goulet	Director	February 13, 2004

III-4

Signature	Title	Date
/s/  ROBERT BRUNET Robert Brunet	Director	February 13, 2004
/s/  JEAN ÉLIE Jean Élie	Director	February 13, 2004
/s/  JEAN-PIERRE SAURIOL Jean-Pierre Sauriol	Director	February 13, 2004
/s/  ROGER DESROSIERS Roger Desrosiers	Director	February 13, 2004
/s/  JEAN TURMEL Jean Turmel	Director	February 13, 2004

III-5

Dépan-Escompte Couche-Tard Inc.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Laval, Province of Quebec, on February 13, 2004.

DÉPAN-ESCOMPTE COUCHE-TARD INC.
By:	/s/  RICHARD FORTIN Richard Fortin Executive Vice-President, Chief Financial Officer and Director

POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Alain Bouchard, Richard Fortin and Réal Plourde his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  ALAIN BOUCHARD Alain Bouchard	President, Chief Executive Officer, Chairman of the Board and Director	February 13, 2004
/s/  RICHARD FORTIN Richard Fortin	Executive Vice-President, Chief Financial Officer and Director	February 13, 2004
/s/  RÉAL PLOURDE Réal Plourde	Executive Vice-President, Chief Operating Officer and Director	February 13, 2004
/s/  JACQUES D'AMOURS Jacques D'Amours	Vice-President-Administration and Director	February 13, 2004

III-6

Couche-Tard Inc.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Laval, Province of Quebec, on February 13, 2004.

COUCHE-TARD INC.
By:	/s/  RICHARD FORTIN Richard Fortin Executive Vice-President, Chief Financial Officer and Director

POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Alain Bouchard, Richard Fortin and Réal Plourde his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  ALAIN BOUCHARD Alain Bouchard	President, Chief Executive Officer, Chairman of the Board and Director	February 13, 2004
/s/  RICHARD FORTIN Richard Fortin	Executive Vice-President, Chief Financial Officer and Director	February 13, 2004
/s/  RÉAL PLOURDE Réal Plourde	Executive Vice-President, Chief Operating Officer and Director	February 13, 2004
/s/  JACQUES D'AMOURS Jacques D'Amours	Vice-President-Administration and Director	February 13, 2004

III-7

Mac's Convenience Stores Inc.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Laval, Province of Quebec, on February 13, 2004.

MAC'S CONVENIENCE STORES INC.
By:	/s/  RICHARD FORTIN Richard Fortin Executive Vice-President, Chief Financial Officer and Director

POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Alain Bouchard, Richard Fortin and Réal Plourde his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  ALAIN BOUCHARD Alain Bouchard	President, Chief Executive Officer, Chairman of the Board and Director	February 13, 2004
/s/  RICHARD FORTIN Richard Fortin	Executive Vice-President, Chief Financial Officer and Director	February 13, 2004
/s/  RÉAL PLOURDE Réal Plourde	Executive Vice-President, Chief Operating Officer and Director	February 13, 2004
/s/  JACQUES D'AMOURS Jacques D'Amours	Vice-President-Administration and Director	February 13, 2004

III-8

Couche-Tard/Mac's L.P.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Laval, Province of Quebec, on February 13, 2004.

COUCHE-TARD/MAC'S L.P. by its general partner 3887961 Canada Inc.
By:	/s/  RICHARD FORTIN Richard Fortin Vice-President, Finances and Director

POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Alain Bouchard, Richard Fortin and Réal Plourde his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  ALAIN BOUCHARD Alain Bouchard	Chief Executive Officer, Chairman of the Board and Director	February 13, 2004
/s/  RICHARD FORTIN Richard Fortin	Vice-President, Finances and Director	February 13, 2004
/s/  RÉAL PLOURDE Réal Plourde	Vice-President, Operations and Sales and Director	February 13, 2004
/s/  JACQUES D‘AMOURS Jacques D'Amours	Vice-President, Administration and Exploitation and Director	February 13, 2004

III-9

3055854 Nova Scotia Company

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Laval, Province of Quebec, on February 13, 2004.

3055854 NOVA SCOTIA COMPANY
By:	/s/  RICHARD FORTIN Richard Fortin Executive Vice-President, Chief Financial Officer and Director

POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Alain Bouchard, Richard Fortin and Réal Plourde his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  ALAIN BOUCHARD Alain Bouchard	President, Chief Executive Officer and Director	February 13, 2004
/s/  RICHARD FORTIN Richard Fortin	Executive Vice-President, Chief Financial Officer and Director	February 13, 2004
/s/  RÉAL PLOURDE Réal Plourde	Executive Vice-President, Chief Operating Officer and Director	February 13, 2004
/s/  JACQUES D‘AMOURS Jacques D'Amours	Vice-President-Administration and Director	February 13, 2004

III-10

3053854 Nova Scotia Company

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Laval, Province of Quebec, on February 13, 2004.

3053854 NOVA SCOTIA COMPANY
By:	/s/  RICHARD FORTIN Richard Fortin Vice-President and Director

POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Alain Bouchard, Richard Fortin and Réal Plourde his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  ALAIN BOUCHARD Alain Bouchard	President and Director	February 13, 2004
/s/  RICHARD FORTIN Richard Fortin	Vice-President and Director	February 13, 2004
/s/  RÉAL PLOURDE Réal Plourde	Vice-President and Director	February 13, 2004
/s/  JACQUES D‘AMOURS Jacques D'Amours	Vice-President and Director	February 13, 2004

III-11

ACT Financial Trust

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Province of Quebec, on February 13, 2004.

ACT Financial Trust by its trustee
By:	/s/  P. JEAN CLÉROUX
	P. Jean Cléroux, as trustee on behalf of ACT Financial Trust

III-12

Dunkin Donuts Master Franchisee Quebec Inc.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Laval, Province of Quebec, on February 13, 2004.

DUNKIN DONUTS MASTER FRANCHISEE QUEBEC INC.
By:	/s/  RICHARD FORTIN
	Richard Fortin Executive Vice-President, Chief Financial Officer and Director

POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Alain Bouchard, Richard Fortin and Réal Plourde his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  ALAIN BOUCHARD Alain Bouchard	President, Chief Executive Officer, Chairman of the Board and Director	February 13, 2004
/s/  RICHARD FORTIN Richard Fortin	Executive Vice-President, Chief Financial Officer and Director	February 13, 2004
/s/  RÉAL PLOURDE Réal Plourde	Executive Vice-President, Chief Operating Officer and Director	February 13, 2004
/s/  JACQUES D‘AMOURS Jacques D‘Amours	Vice-President-Administration and Director	February 13, 2004

III-13

Mac's Convenience Stores LLC

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on February 13, 2004.

MAC'S CONVENIENCE STORES LLC
By:	/s/  BRIAN HANNASCH
	Brian Hannasch Vice-President, Integration and Manager

POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Alain Bouchard, Richard Fortin and Réal Plourde his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  RÉAL PLOURDE Réal Plourde	President, Secretary and Manager	February 13, 2004
/s/  BRIAN HANNASCH Brian Hannasch	Vice-President, Integration and Manager	February 13, 2004
/s/  DANIEL FIDEN Daniel Fiden	Director of Finance and Manager	February 13, 2004

III-14

The Circle K Corporation

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on February 13, 2004.

THE CIRCLE K CORPORATION
By:	/s/  BRIAN HANNASCH Brian Hannasch President, Secretary and Director

POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Alain Bouchard, Richard Fortin and Réal Plourde his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
/s/  BRIAN HANNASCH Brian Hannasch	President, Secretary and Director	February 13, 2004
/s/  PAUL F. MURPHY Paul F. Murphy	Treasurer, Assistant Secretary and Director	February 13, 2004
/s/  CHARLES MICHAEL PARKER Charles Michael Parker	Vice-President (Florida Region) and Director	February 13, 2004

III-15

Circle K Stores Inc.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on February 13, 2004.

CIRCLE K STORES INC.
By:	/s/  BRIAN HANNASCH Brian Hannasch President, Secretary and Director

POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Alain Bouchard, Richard Fortin and Réal Plourde his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  BRIAN HANNASCH Brian Hannasch	President, Secretary and Director	February 13, 2004
/s/  PAUL F. MURPHY Paul F. Murphy	Treasurer, Assistant Secretary and Director	February 13, 2004
/s/  CHARLES MICHAEL PARKER Charles Michael Parker	Vice-President (Florida Region) and Director	February 13, 2004

III-16

Circle K Enterprises Inc.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on February 13, 2004.

CIRCLE K ENTERPRISES INC.
By:	/s/  BRIAN HANNASCH Brian Hannasch President, Secretary and Director

POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of Alain Bouchard, Richard Fortin and Réal Plourde his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
/s/  BRIAN HANNASCH Brian Hannasch	President, Secretary and Director	February 13, 2004
/s/  PAUL F. MURPHY Paul F. Murphy	Treasurer, Assistant Secretary and Director	February 13, 2004
/s/  CHARLES MICHAEL PARKER Charles Michael Parker	Vice-President (Florida Region) and Director	February 13, 2004

III-17

        Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Alimentation Couche-Tard Inc., Dépan-Escompte Couche-Tard Inc., Couche-Tard Inc., Mac's Convenience Stores Inc., 3055854 Nova Scotia Company, 3053854 Nova Scotia Company, ACT Financial Trust and Dunkin Donuts Master Franchisee Quebec Inc. in the United States, in the City of Tempe, State of Arizona, on this 13th day of February, 2004.

COUCHE-TARD FINANCING CORP.
By:	/s/  BRIAN HANNASCH Name: Brian Hannasch Title: Vice-President and Director

III-18

QuickLinks

PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
TABLE OF CONTENTS
MARKET AND INDUSTRY DATA
TRADEMARKS
FORWARD-LOOKING STATEMENTS
EXCHANGE RATE DATA
EXPLANATION OF CERTAIN FINANCIAL MATERIAL
SUMMARY
The Company
The December Transactions
Recent Developments
Corporate Organization
Summary of the Exchange Offer
The Notes
Risk Factors
Summary Historical and Pro Forma Financial and Other Data (dollars in thousands)
RISK FACTORS
USE OF PROCEEDS
CAPITALIZATION
THE EXCHANGE OFFER
THE DECEMBER TRANSACTIONS
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
COMPILATION REPORT ON PRO FORMA FINANCIAL STATEMENTS
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS 24-week period ended October 12, 2003 (dollars in thousands)
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AND STATEMENTS OF EARNINGS (dollars in thousands, unless otherwise noted)
SELECTED HISTORICAL FINANCIAL AND OTHER DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
Summary Compensation Table
Option Grants in Last Fiscal Year
Aggregate Options Exercised in Last Fiscal Year and Fiscal Year-End Option Values
PRINCIPAL STOCKHOLDERS
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF OTHER INDEBTEDNESS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF THE NOTES
REGISTRATION RIGHTS
CERTAIN INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
EXPERTS
LEGAL MATTERS
AVAILABLE INFORMATION
ENFORCEABILITY OF CIVIL LIABILITIES
INDEX TO FINANCIAL STATEMENTS
Auditors' Report
Comments by Auditors for U.S. Readers on Canada-U.S. Reporting Differences
Alimentation Couche-Tard Inc. Consolidated Earnings (in thousands of Canadian dollars, except per share amounts)
Alimentation Couche-Tard Inc. Consolidated Retained Earnings (in thousands of Canadian dollars)
Alimentation Couche-Tard Inc. Consolidated Cash Flows (in thousands of Canadian dollars)
Alimentation Couche-Tard Inc. Consolidated Balance Sheets (in thousands of Canadian dollars)
Alimentation Couche-Tard Inc. Notes to Consolidated Financial Statements (Information as at October 12, 2003 and for the 24-week period ended October 12, 2003 and October 13, 2002 is unaudited) (in thousands of Canadian dollars, except per share amounts)
Alimentation Couche-Tard Inc. Notes to Consolidated Financial Statements (Information as at October 12, 2003 and for the 24-week period ended October 12, 2003 and October 13, 2002 is unaudited) (in thousands of Canadian dollars, except per share amounts)
THE CIRCLE K CORPORATION COMBINED CONSOLIDATED BALANCE SHEET (Thousands of Dollars)
THE CIRCLE K CORPORATION COMBINED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Thousands of Dollars)
THE CIRCLE K CORPORATION COMBINED CONSOLIDATED STATEMENTS OF OWNER'S EQUITY (Unaudited) (Thousands of Dollars, except share data)
THE CIRCLE K CORPORATION COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Thousands of Dollars)
THE CIRCLE K CORPORATION NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2003 and 2002 (All Information Is Unaudited)
Report of Independent Auditors
THE CIRCLE K CORPORATION COMBINED CONSOLIDATED BALANCE SHEETS (Thousands of Dollars)
THE CIRCLE K CORPORATION COMBINED CONSOLIDATED STATEMENTS OF INCOME (Thousands of Dollars)
THE CIRCLE K CORPORATION COMBINED CONSOLIDATED STATEMENTS OF OWNER'S EQUITY (Thousands of Dollars, except share data)
THE CIRCLE K CORPORATION COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands of Dollars)
THE CIRCLE K CORPORATION NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2002 AND THE PERIOD FROM SEPTEMBER 15, 2001 TO DECEMBER 31, 2001
Report of Independent Auditors
THE CIRCLE K CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Thousands of Dollars)
THE CIRCLE K CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY (Thousands of Dollars, except share data)
THE CIRCLE K CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands of Dollars)
THE CIRCLE K CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD FROM JANUARY 1, 2001 TO SEPTEMBER 14, 2001 AND THE YEAR ENDED DECEMBER 31, 2000
Form F-10 PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Form S-4 and Form F-4 PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Form F-10 PART III UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
SIGNATURES
POWERS OF ATTORNEY
SIGNATURES
POWERS OF ATTORNEY
SIGNATURES
POWERS OF ATTORNEY
SIGNATURES
POWERS OF ATTORNEY
SIGNATURES
POWERS OF ATTORNEY
SIGNATURES
POWERS OF ATTORNEY
SIGNATURES
POWERS OF ATTORNEY
SIGNATURES
POWERS OF ATTORNEY
SIGNATURES
POWERS OF ATTORNEY
SIGNATURES
SIGNATURES
POWERS OF ATTORNEY
SIGNATURES
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POWERS OF ATTORNEY
SIGNATURES
POWERS OF ATTORNEY

EX-3.1

Exhibit 3.1

CERTIFICATE OF LIMITED PARTNERSHIP
OF
9103-4793 DELAWARE LP

This Certificate of Limited Partnership of 9103-4793 Delaware LP (the “Partnership”), dated April 27, 2001, is being duly executed and filed by 9103-4793 Quebec Inc., a Canadian corporation, as general partner, to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act (6 Del.C. 17-101, et seq.)

1.     Name.  The name of the limited partnership formed hereby is 9103-4793 Delaware LP.

2.     Registered Office.  The address of the registered office of the Partnership in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

3.     Registered Agent.  The name and address of the registered agent for service of process on the Partnership in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

4.     General Partner.  The name and the business address of the general partner of the Partnership is:

Name	Address
9103-4793 Quebec Inc.	1600 St. Martin Blvd. East
	Tower B, Suite 200
	Laval, Quebec H7G 4S7

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership as of the date first above written.

9103-4793 QUEBEC INC.,
sole general partner
By:	/s/ Stéphane Gonthier
Name:
Title:

CERTIFICATE OF CORRECTION
FILED TO CORRECT A CERTAIN ERROR IN
THE CERTIFICATE OF LIMITED PARTNERSHIP OF

9103-4793 DELAWARE LP

On behalf of 3055854 Nova Scotia Company, an unlimited liability company organized and existing under the laws of the province of Nova Scotia, Canada, and the sole general partner of 9103-4793 Delaware LP (the “Partnership”), the undersigned DOES HEREBY CERTIFY as follows:

1.     The name of the Partnership is 9103-4793 Delaware LP.

2.     A Certificate of Limited Partnership was filed with the Secretary of State of Delaware on April 27, 2001 with respect to the Partnership. Said Certificate requires correction as permitted under Section 17-213 of the Delaware Revised Uniform Limited Partnership Act (6 Del.C. 17-213).

3.     The inaccuracy or defect of said Certificate to be corrected is that said Certificate incorrectly identifies the general partner of the Partnership as 9103-4793 Quebec Inc. whereas, pursuant to the Agreement of Limited Partnership for the Partnership, the general partner of the Partnership is 3055854 Nova Scotia Company.

4.     Article 4 of the Certificate of Limited Partnership is therefore amended and restated to read as follows:

“4.   General Partner.  The name and the business address of the general partner of the Partnership is:

Name	Address
3055854 Nova Scotia Company	1600 St. Martin Blvd. East
	Tower B, Suite 200
	Laval, Quebec H7G 4S7”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Correction as of the date first above written.

3055854 Nova Scotia Company,
sole general partner
By:	/s/ Stéphane Gonthier
Name: Stéphane Gonthier
Title: Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 11/06/2001

010560902 — 3385980

Delaware

The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “9103-4793 DELAWARE LP”, CHANGING ITS NAME FROM “9103-4793 DELAWARE LP” TO “COUCHE-TARD U.S. L.P.”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF NOVEMBER, A.D. 2003, AT 5:08 O’CLOCK P.M.

	[SEAL]	/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
3385980	8100	AUTHENTICATION:	2741229
030718081		DATE:	11-12-03

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CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
9103-4793 DELAWARE LP

The undersigned, desiring to amend the Certificate of Limited Partnership of 9103-4793 Delaware LP pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is 9103-4793 Delaware LP.

SECOND: Article 1 of the Certificate of Limited Partnership shall be amended to read in its entirety as follows:

“1. Name. The name of the Limited Partnership is Couche-Tard U.S. L.P.”.

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 7th day of November, 2003.

3055854 Nova Scotia Company,
its sole general partner
By:	/s/ Richard Fortin
Name:		Richard Fortin
Its:		Vice-President

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:13 PM 11/07/2003

FILED 05:08 PM 11/07/2003

SRV 030718081 — 3385980 FILE

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF

COUCHE-TARD U.S. L.P.

A DELAWARE LIMITED PARTNERSHIP

Amended and Restated
Agreement of Limited Partnership
of
Couche-Tard U.S. L.P.,

a Delaware Limited Partnership

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”).

RECITALS

WHEREAS, Couche-Tard U.S. L.P. (f/k/a 9103-4793 Delaware LP, and hereinafter the “Partnership”) was formed as a limited partnership under the Revised Uniform Limited Partnership Act as enacted in Delaware (the “Act”) on April 27, 2001;

WHEREAS, pursuant to that certain Agreement of Limited Partnership dated as of June 22, 2001, as amended by Amendment No. 1 and as supplemented from time to time by revisions to Schedule A (the “Original Agreement”), the General Partner, Mac’s and CTI are all general partners of the Partnership and Mac’s is the sole limited partner of the Partnership;

WHEREAS, the Partners agree that it is in all of their interests for the General Partner to be the sole General Partner of the Partnership, for the general partner interests of Mac’s and CTI to be converted into interests as a limited partner (in the case of Mac’s, in addition to its existing interest as a limited partner) and for Mac’s and CTI to withdraw as general partners in the Partnership; and

WHEREAS, the Partners wish to amend the Original Agreement for the purpose of setting forth and consolidating the revised terms upon which the Partnership will be governed;

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby amend and restate the Original Agreement as follows:

ARTICLE 1

ORGANIZATION AND PURPOSE

1.1Name:  The Partnership was formed as a limited partnership under Act on April 27, 2001 and its name was subsequently changed to that set forth in the next sentence. The name of the Partnership is “Couche-Tard U.S. L.P.” and all business of the Partnership shall be conducted under the name of the Partnership. The General Partner may change the Partnership’s name and, promptly thereafter, shall give notice to the Limited Partners thereof.

1.2Purpose:  The purpose of the Partnership is to engage in any business that may be engaged in by a Delaware limited partnership, including holding fee simple, leasehold and other interests in properties located in the United States of America upon which, among other things, convenience stores and service stations are operated. The Partnership shall have the authority to do all things necessary or convenient to accomplish its purpose, including the authority to borrow monies, to enter into agreements and/or to engage in transactions with any Partner or any of their affiliates, or any natural or legal person or entity (each, a “Person”) in which any Partner has a financial interest.

1.3Principal Place of Business:  The principal place of business of the Partnership shall be as determined from time to time by the General Partner and may be changed by the General Partner upon ten (10) days notice to each Limited Partner.

1.4Schedule of Partners:  The residence or business addresses, capital count amounts and Percentage Interests of the General Partner and the Limited Partners are listed on Schedule A attached hereto. The General Partner shall revise such Schedule to reflect capital contributions to the Partnership and transfers of interests in the Partnership without the need to otherwise amend this Agreement.”

1.4Term:  The Partnership’s term commenced upon the filing of its Certificate of Limited Partnership by the General Partner on April 27, 2001 and shall continue in full force and effect in perpetuity, except that the Partnership shall terminate upon the first to occur of any of the following events (“Termination Events”):

1.4.1the obtaining of written consent to terminate the Partnership from (i) the General Partner and (ii) Limited Partner(s) owning a majority of the Percentage Interests (such written consent in clause (ii) being hereinafter referred to as the “Requisite Approval”);

1.4.2the entry of judicial dissolution under Section 17-802 of the Act; and

1.4.3an event of withdrawal (as specified in Section 17-402 of the Act) with respect to the General Partner (each, a “Withdrawal Event”); provided that it

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shall not be a Termination Event if, within 90 days of such Withdrawal Event, the Requisite Approval is obtained for a new general partner who assumes such position effective the date of the Withdrawal Event and undertake to file an Amendment to the Certificate of Limited Partnership reflecting such change in the General Partner.

1.5Title to Partnership Property:  All property owned by the Partnership, whether real or personal, tangible or intangible, shall be owned by the Partnership as an entity, and no Partner, individually, shall have any ownership interest in any such property.

1.6Fiscal Year:  The Partnership’s fiscal year shall terminate on the last Sunday in April in any calendar year.

ARTICLE 2

CAPITAL CONTRIBUTIONS AND
FINANCIAL OBLIGATIONS OF PARTNERS

2.1Percentage Interests:  Schedule A attached hereto reflects each Partner’s Percentage Interest in the Partnership and its capital account.

2.2Additional Capital Contributions:  From time to time the General Partner may call for additional capital contributions (“Additional Capital Contributions”) to be made by the Partners. The General Partner shall notify each Partner of any Additional Capital Contributions to be made and each Partner shall pay to the Partnership its share of such Additional Capital Contribution on or within thirty (30) days of the delivery of such notice. A Partner’s share of an Additional Capital Contribution shall be made in accordance with each Partners’ Percentage Interest as set forth on Schedule A. Except in the event of contributions in accordance with each Partner’s Percentage Interests, Schedule A will be revised upon any receipt of each such Additional Capital Contribution.

2.3No Interest on Contributions:  No Partner shall be entitled to interest on his Capital Contribution.

2.4Return of Capital Contributions:  No Partner shall be entitled to withdraw any part of his Capital Contribution or his Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement.

2.5Liability of Limited Partners:  Except to the extent provided by applicable law, no Limited Partner shall be liable for any of the debts, liabilities, contracts or other obligations of the Partnership.

2.6Liability of General Partner:  The General Partner is not personally liable to the Limited Partners for repayment of the Limited Partners’ Capital Contributions. The General Partner shall have unlimited liability for the debts, liabilities, obligations and losses of the Partnership. This

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Agreement shall not be amended to limit such liability of the General Partner.

2.7Withdrawal of Mac’s and CTI as General Partners:  Mac’s and CTI hereby withdraw as general partners of the Partnership and are admitted as Limited Partners. Furthermore, the Partners agree that the general partner interests previously held by Mac’s and CTI are hereby converted into interests as Limited Partners in the Partnership (in the case of Mac’s, in addition to the previously-existing interest as a Limited Partner.

ARTICLE 3

CAPITAL ACCOUNTS

ALLOCATIONS OF NET PROFITS AND NET LOSSES AND TAX MATTERS

3.1Allocations of Profits and Losses:  Except as otherwise provided in this Agreement, profits and losses of the Partnership shall be allocated among the Partners in accordance with their Percentage Interests as set forth on Schedule A and their respective Capital Accounts shall be credited to reflect any profits allocated or capital contributions received, or debited to reflect any distributions or losses allocated.

ARTICLE 4

DISTRIBUTIONS

4.1Distributions of Cash:  The General Partner, in its sole discretion, may distribute to the Partners cash held by the Partnership in excess of its operating requirements in accordance with the Partners’ Percentage Interests set forth on Schedule A.

ARTICLE 5

POWERS AND OBLIGATIONS OF THE PARTNERS

5.1General Partner to Manage Business:

5.1.1The General Partner shall make all investment, management and business decisions on behalf of the Partnership, and shall specifically have the authority to hire attorneys, accountants, and any other necessary consultants or employees. Except as otherwise specifically provided herein (including without limitation in Section 1.5 hereof), the Limited Partners shall not participate in or have any control over the Partnership’s business nor have any right or authority to act for or bind the Partnership. The Limited Partners hereby consent to the exercise by the General Partner of the powers

4

conferred on it hereunder.

5.1.2Notwithstanding the foregoing, the following acts by the Partnership shall require the Requisite Approval: (a) any amendment to the Partnership’s Certificate of Limited Partnership or this Agreement (other than administrative changes to Schedule A); (b) the dissolution of the Partnership under Section 1.5.1; (c) the merger by the Partnership with or into any other entity unless the Partnership is the surviving entity; (d) the sale of all or substantially all of the Partnership’s assets except upon dissolution pursuant to Sections 1.5.2 or 1.5.3; (e) the election or appointment of a General Partner; or (f) the doing of any act that would otherwise make it impossible to carry on the ordinary business of the Partnership.

5.1.3The General Partner may be replaced upon obtaining the Requisite Approval.

5.1.4The General Partner may by resolution appoint (i) officers of the Partnership and (ii) other persons who are authorized to act as “authorized signatories” or “authorized persons” (or positions having similar names), and such officers and other persons shall have such titles, duties and authority as is stated in such resolution. In the absence of a statement of such duties and authority, an officer shall have the same duties and apparent authority as would an officer with such title in a Delaware corporation comparable in size to the Partnership. Officers appointed in such manner shall hold their offices for such terms as are determined by the General Partner and shall hold office until their successors are appointed or they earlier resign or are removed by resolution of General Partner. Any officer may resign at any time upon written notice to the Partnership. Any vacancy occurring in any office for any reason may be filled by resolution of the General Partner. “Authorized Signatories” and similarly authorized persons (i) shall have the power and authority set forth in the applicable authorizing resolution, and (ii) unless the authorizing resolutions provide to the contrary, shall have the power and authority to do things ancillary or incidental to those set forth in the resolution. The Partners hereby ratify any and all persons heretofore authorized as “Authorized Persons” or “Authorized Signatories”.

5.2Admission of New Partners:  Subject to the second and third sentences of Section 5.3, (a) an additional General Partner may be admitted to the Partnership upon receiving the Requisite Approval, and (b) additional Partners (including transferees) shall be required to execute such documents as may be prescribed from time to time by the General Partner to reflect the agreement by the applicable transferee units to be bound by the terms hereof and to assume the obligations and liabilities of its transferee, if any, and become a Limited Partner or General Partner, as applicable.

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5.3Transfer of Interest:  No Partner may sell, assign, or otherwise transfer all or any portion of its interest in the Partnership except (i) in the case of the General Partner, upon obtaining the Requisite Approval, and (ii) in the case of a Limited Partner, the consent of the General Partner and the consent of Limited Partners, if any, other than the Limited Partner seeking such consent, owning a majority of the Percentage Interests not owned by such transferring Limited Partner. Unless otherwise provided in the relevant conveyance documents or instruments, a sale, assignment or other transfer with respect to all of a Partner’s right, title and interest in and to all or a portion of its partnership interest shall convey the transferring Partner’s status as a “Limited Partner” or the “General Partner,” as applicable, of the Partnership with respect to the right, title and interest so conveyed. Unless otherwise provided, any consent of Partners to such a conveyance also shall be deemed a consent to the transferee’s admission as a Partner. Upon the transfer of a Partner’s interest in the Partnership, Schedule A shall be amended accordingly.

5.4Voting of Partners:  A Partner may vote in person or by proxy when such Partner has voting rights in accordance herewith.

5.5Other Interests of Partners:  Any Partner may engage in other businesses including businesses the nature of which are the same as or similar to or competitive with the business of this Partnership without any duty or obligation to offer any business opportunity to the Partnership or the Partners or to account to the Partnership or any of the Partners regarding the business opportunity or the profits derived from the business opportunity.

ARTICLE 6

DISSOLUTION AND LIQUIDATION

6.1Dissolution:  The Partnership shall dissolve upon the first occurrence of any Termination Event.

6.2Winding Up Affairs and Liquidation:  Upon the dissolution of the Partnership, the General Partner shall promptly notify all Partners of such dissolution, shall proceed with the liquidation of the assets of the Partnership by converting such assets to cash insofar as deemed practicable by the General Partner and shall wind up the affairs of the Partnership.

6.3Distribution on Dissolution:  The proceeds of liquidation and other assets of the Partnership shall be applied and distributed in the following order of priority:

6.3.1To the payment of debts and liabilities of the Partnership (including any loans and advances that may have been made by any of the Partners, or amounts owing to any of the Partners) and the expenses of liquidation;

6.3.2To the setting up of any reserves that the General Partner may deem

6

reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership; and

6.3.3Any balance then remaining shall be distributed to the Partners in accordance with the amounts remaining in their respective Capital Accounts or, if there is a zero balance in all of the Capital Accounts, then in accordance with their respective Percentage Interest. Each Partner shall look solely to the assets of the Partnership for the return of its Capital Contribution and shall have no right or power to demand or receive property other than cash from the Partnership. No Partner shall have priority over any other Partner as to the return of its Capital Contributions, distributions or allocations.

ARTICLE 7

FISCAL MATTERS

7.1Books and Records:  The Partnership shall keep complete and up to date books and records at its office setting forth a true and accurate account of all business transactions arising out of and in connection with the conduct of the Partnership.

7.2Tax Returns:  The General Partner shall cause the Partnership to file when due all federal, state and local income tax or information returns due under laws in force in the United States and to withhold and remit to the appropriate governmental agencies any amounts required to be paid under applicable laws and to file the necessary information forms, as required under Canadian law.

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ARTICLE 8

EXCULPATION AND INDEMNIFICATION
OF GENERAL PARTNER

8.1Indemnification of General Partner:  The Partnership shall indemnify and hold harmless the General Partner, and each officer, director, employee, agent and shareholder of the General Partner (each, an “Indemnitee”), from and against any loss, expense, damage or injury suffered or sustained by any of them by reason of any acts, omissions or alleged acts or omissions arising out of its activities on behalf of the Partnership or in furtherance of the interests of the Partnership, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened actions, proceedings or claims if the acts, omissions or alleged acts or omissions upon which such actual or threatened actions, proceedings or claims are based were for a purpose reasonably believed by such Indemnitee to be in the best interests of the Partnership and did not constitute gross negligence or willful misconduct by such Indemnitee. This indemnity shall be limited to the assets of the Partnership and no Limited Partner shall have any personal liability on account of this indemnity.

ARTICLE 9

MISCELLANEOUS PROVISIONS

9.1Notices:  Except as otherwise provided herein, any notice, consent, waiver, offer, request, or vote, required hereunder shall be delivered in a form deemed reasonable by the General Partner.

9.2Applicable Law:  This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Delaware without regard to conflict of laws principles thereof.

9.3Counterparts:  This Agreement may be executed in counterparts and all counterparts so executed shall constitute one Agreement binding on all the parties. It shall not be necessary for each party to execute the same counterparts.

9.4Severability:  In case any one or more of the provisions contained in this Agreement or any application of the provisions shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions or the remaining applications shall not in any way be affected or impaired.

9.5Captions:  The captions and headings in this Agreement are for convenience only and shall not be considered in interpreting any provision of this Agreement.

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9.6Binding Effect:  Except as otherwise provided to the contrary, this Agreement shall be binding upon, and inure to the benefit of, the Partners and their respective heirs, executors, administrators, successors and assigns.

9.7Amendment:  Except as otherwise provided, this Agreement may be amended in whole or in part only by an agreement in writing signed by the General Partner and Limited Partners owning a majority of the Percentage Interests. An amendment so executed shall be binding on all of the Partners.

9.8Schedules:  Schedules referred to in this Agreement, including Schedule A, are incorporated by reference into this Agreement.

9.9Dollar Amounts:  All dollar amounts referred to in this Agreement are United States dollars.

ARTICLE 10

SPECIFIC TRANSACTIONS

10.1Partnership Authority:  By the Partners’ execution and delivery of this Agreement, the General Partner specifically authorizes the Partnership to file all such documents, certificates or instruments which are required or desirable to establish or confirm that the Partnership will be taxed as a corporation for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended, including under Treasury Regulation  §301.7701-3(c)(1), and not as a branch.

[The remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

GENERAL PARTNER
In addition to agreeing to the terms hereof, by its signature affixed below, the General Partner confirms that it is the only general partner and that all other general partners have withdrawn from the Partnership and that such interests have been converted as set forth in Section 2.7 hereof.
3055854 NOVA SCOTIA COMPANY
By:	/s/ Stéphane Gonthier
	Name: Stéphane Gonthier
	Title: Secretary
LIMITED PARTNERS
In addition to agreeing to the terms hereof, by its signature affixed below, each of the Limited Partners confirms that it has withdrawn as a general partner of the Partnership and that such interests have been converted as set forth in Section 2.7 hereof.
MAC’S CONVENIENCE STORES INC.
By:	/s/ Stéphane Gonthier
	Name: Stéphane Gonthier
	Title: Secretary
COUCHE-TARD INC.
By:	/s/ Stéphane Gonthier
	Name: Stéphane Gonthier
	Title: Secretary

10

Schedule A

Partner	Percentage Interest
General Partners:
3055854 Nova Scotia Company 1600 St. Martin Blvd. East Tower B, Suite 200 Laval Quebec H7G 4S7	0.00002	%
Limited Partners:
Mac’s Convenience Stores Inc. 1600 St. Martin Blvd. East Tower B, Suite 200 Laval Quebec H7G 4S7	50	%
Couche-Tard Inc. 1600 St. Martin Blvd. East Tower B, Suite 200 Laval Quebec H7G 4S7	50	%
	100	%*

* Due to rounding, figures may not total exactly to 100%

11

EX-3.3

Exhibit 3.3

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:22 PM 11/19/2003

FILED 12:17 PM 11/19/2003

SRV 030743421 — 3729490 FILE

CERTIFICATE OF INCORPORATION

OF

COUCHE-TARD FINANCING CORP.

1.The name of the corporation is: Couche-Tard Financing Corp.

2.The registered office and registered agent of the Corporation is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801.

3.The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.The total number of shares of capital stock which the Corporation shall have the authority to issue is one thousand (1,000) shares of common stock, all of which shall have a par value of $0.01 per share.

5.In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, By-laws of the Corporation may be adopted, amended or repealed by the Board of Directors of the Corporation, provided that any By-laws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon.

6.No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that nothing in this Paragraph 6 shall eliminate or limit the liability of any director (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.  Neither the amendment nor repeal of this Paragraph 6, nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Paragraph 6, shall eliminate or reduce the effect of this Paragraph 6 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Paragraph 6, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

7.The Corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity

while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.  The Corporation shall advance any costs and fees to any person eligible for such advances with respect to actions or proceedings against such person, all subject to the terms and conditions imposed under said Section 145.

8.The name and mailing address of the incorporator is:

Christian Lucky

Davies Ward Phillips & Vineberg LLP

625 Madison Avenue, 12^th Floor

New York, NY 10022

I, THE UNDERSIGNED, being the incorporator named herein, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 19th day of November, 2003.

/s/	Christian M. Lucky
	Christian M. Lucky
	Sole Incorporator

EX-3.4

Exhibit 3.4

BY-LAWS

OF

COUCHE-TARD FINANCING CORP.

(the “Corporation”)

1.MEETINGS OF STOCKHOLDERS.

1.1Annual Meeting.  The annual meeting of stockholders shall be held on the first Business Day that is one week after the completion of the Corporation’s financial statements in each year, or as soon thereafter as practicable, and shall be held at a place and time determined by the board of directors (the “Board”).  For the purposes of these By-Laws, “Business Day” shall mean any day other than (i) a Saturday or a Sunday, or (ii) any other day on which national banks in New York, New York are not open for business.

1.2Special Meetings.  Special meetings of the stockholders may be called by resolution of the Board or by the president and shall be called by the president or secretary upon the written request (stating the purpose or purposes of the meeting) of a majority of the directors then in office or of the holders of 10% of the outstanding shares entitled to vote.  Only business related to the purposes set forth in the notice of the meeting may be transacted at a special meeting.

1.3Place and Time of Meetings.  Meetings of the stockholders may be held in or outside Delaware at the place and time specified by the Board or the directors or stockholders requesting the meeting.

1.4Notice of Meetings; Waiver of Notice.  Written notice of each meeting of stockholders shall be given to each stockholder entitled to vote at the meeting, except that (a) it shall not be necessary to give notice to any stockholder who submits a signed waiver of notice before the meeting, and (b) no notice of an adjourned meeting need be given except when required under Section 1.5 of these By-laws or by law.  Each notice of a meeting shall be given, personally or by mail, not less than 10 days nor more than 60 days before the meeting and shall state the time and place of the meeting, and unless it is the annual meeting, shall state at whose direction or request the meeting is called and the purposes for which it is called.  If mailed, notice shall be considered given when mailed to a stockholder at his address on the Corporation’s records.  The attendance of any stockholder at a meeting, without protesting at the beginning of the meeting that the meeting is not lawfully called or convened, shall constitute a waiver of notice by such stockholder.

1.5Quorum.  At any meeting of stockholders, the presence in person or by proxy of the holder or holders of a majority of the shares entitled to vote shall constitute a quorum for the transaction of any business.  In the absence of a quorum, a majority in voting interest of those

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present or, if no stockholders are present, any officer entitled to preside at or to act as secretary of the meeting, may adjourn the meeting until a quorum is present.  At any adjourned meeting at which a quorum is present any action may be taken which might have been taken at the meeting as originally called.  No notice of an adjourned meeting need be given if the time and place are announced at the meeting at which the adjournment is taken except that, if the adjournment is for more than thirty days or if, after the adjournment, a new record date is fixed for the meeting, notice of the adjourned meeting shall be given pursuant to Section 1.4.

1.6Voting; Proxies.  Each stockholder of record shall be entitled to one vote for every share registered in his name.  Corporate action to be taken by stockholder vote, including the election of directors, shall be authorized by a majority of the votes cast at a meeting of stockholders, except as otherwise provided by law or by Section 1.8 of these By-laws.  Directors shall be elected in the manner provided in Section 2.1 of these By-laws.  Voting need not be by ballot unless requested by a stockholder at the meeting or ordered by the chairman of the meeting.  Each stockholder entitled to vote at any meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person to act for him or her by proxy.  Every proxy must be signed by the stockholder or his attorney-in-fact.  No proxy shall be valid after three years from its date unless it provides otherwise.

1.7List of Stockholders.  Not less than 10 days prior to the date of any meeting of stockholders, the secretary of the Corporation shall prepare a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in such stockholder’s name.  For a period of not less than 10 days prior to the meeting, the list shall be available during ordinary business hours for inspection by any stockholder for any purpose germane to the meeting.  During this period, the list shall be kept either (a) at the Corporation’s principal place of business, (b) at a place within the city where the meeting is to be held, if that place shall have been specified in the notice of the meeting, or (c) if not so specified, at the place where the meeting is to be held.  The list shall also be available for inspection by stockholders at the time and place of the meeting.

1.8Action by Consent Without a Meeting.  Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting.  Prompt notice of the taking of any such action shall be given to those stockholders who did not consent in writing.

2.BOARD OF DIRECTORS.

2.1Number, Qualification, Election and Term of Directors.  The business of the Corporation shall be managed by the Board, which shall initially consist of two (2) directors.  The number of directors may be changed by resolution of a majority of the Board or by the stockholders, but no decrease may shorten the term of any incumbent director.  Directors shall be elected at each annual meeting of stockholders and shall hold office until the next annual

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meeting of stockholders or until the election and qualification of their respective successors, subject to the provisions of Section 2.9.

2.2Quorum and Manner of Acting.  A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board, except as provided in Section 2.10 of these By-laws.  Action of the Board shall be authorized by the vote of a majority of the directors present at the time of the vote if there is a quorum, unless otherwise provided by law or these By-laws.  In the absence of a quorum, a majority of the directors present may adjourn any Board meeting from time to time until a quorum is present.

2.3Place of Meetings.  Meetings of the Board may be held in or outside Delaware.

2.4Annual and Regular Meetings.  Annual meetings of the Board, for the election of officers and the consideration of other matters, shall be held either (a) without notice immediately after the annual meeting of stockholders and at the same place, or (b) as soon as practicable after the annual meeting of stockholders, on notice as provided in Section 2.6 of these By-laws.  Regular meetings of the Board may be held without notice at such times and places as the Board determines.  If the day fixed for a regular meeting is a legal holiday or any day other than a Business Day, the meeting shall be held on the next Business Day.

2.5Special Meetings.  Special meetings of the Board may be called by the president or by any one of the directors.

2.6Notice of Meetings; Waiver of Notice.  Notice of the time and place of each special meeting of the Board, and of each annual meeting of the Board not held immediately after the annual meeting of stockholders and at the same place, shall be given to each director by mail, courier or fax to the director’s residence or usual place of business at least three days before the meeting.  Notice of a special meeting shall also state the purpose or purposes for which the meeting is called.  Notice need not be given to any director who submits a signed waiver of notice before the meeting or who attends the meeting without protesting at the beginning of the meeting the transaction of any business because the meeting was not lawfully called or convened.  Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which the adjournment is taken.

2.7Board or Committee Action Without a Meeting.  Any action required or permitted to be taken by the Board or by any committee of the Board may be taken without a meeting if all of the members of the Board or of the committee consent in writing to the adoption of a resolution authorizing the action.  The resolution and the written consents by the members of the Board or the committee shall be filed with the minutes of the proceeding of the Board or of the committee.

2.8Participation in Board or Committee Meetings by Conference Telephone.  Any or all members of the Board or of any committee of the Board may participate in a meeting of the Board or of the committee by means of a conference telephone or other similar communication equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at the meeting.

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2.9Resignation and Removal of Directors.  Any director may resign at any time by delivering his resignation in writing to the president or secretary of the Corporation, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective.  Any or all of the directors may be removed at any time, either with or without cause, by vote of the stockholders.

2.10Vacancies.  Any vacancy in the Board, including one created by an increase in the number of directors, may be filled for the unexpired term by the vote of holders of a majority of the Corporation’s issued and outstanding shares, or, in the absence of stockholder action within one month of the creation of such vacancy, by a majority vote of the remaining directors, though less than a quorum.

2.11Compensation.  Directors shall receive such compensation (if any) as the Board determines, together with reimbursement of their reasonable expenses in connection with the performance of their duties.  A director may also be paid for serving the Corporation, its affiliates or subsidiaries in other capacities.

3.COMMITTEES.

3.1Executive Committee.  The Board, by resolution adopted by a majority of the Board, may designate an Executive Committee of one or more directors which shall have all the powers and authority of the Board, except as otherwise provided in the resolution, Section 141(c) of the Delaware General Corporation Law, or any other applicable law.  The members of the Executive Committee shall serve at the pleasure of the Board.  All action of the Executive Committee shall be reported to the Board at its next meeting.

3.2Other Committees.  The Board, by resolution adopted by a majority of the Board, may designate other committees of directors of one or more directors, which shall serve at the Board’s pleasure and have such powers and duties as the Board determines.

3.3Rules Applicable to Committees.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any member of a committee, the member or members present at a meeting of the committee and not disqualified, whether or not a quorum, may unanimously appoint another director to act at the meeting in place of the absent or disqualified member.  All action of a committee shall be reported to the Board at its next meeting.  Each committee shall adopt rules of procedure and shall meet as provided by those rules or by resolutions of the Board.

4.OFFICERS.

4.1Number; Security.  The executive officers of the Corporation shall be the president, a secretary and such other officers as the Board shall deem necessary or appropriate.  Any two or more offices may be held by the same person.  The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

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4.2Election; Term of Office.  The executive officers of the Corporation shall be elected annually by the Board, and each such officer shall hold office until the next annual meeting of the Board and until the election of his successor, subject to the provisions of Section 4.4.

4.3Subordinate Officers.  The Board may appoint subordinate officers (including assistant secretaries), agents or employees, each of whom shall hold office for such period and have such powers and duties as the Board determines.  The Board may delegate to any executive officer or to any committee the power to appoint and define the powers and duties of any subordinate officers, agents or employees.

4.4Resignation and Removal of Officers.  Any officer may resign at any time by delivering his resignation in writing to the president or secretary of the Corporation, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective.  Any officer appointed by the Board or appointed by an executive officer or by a committee may be removed by the Board either with or without cause, and in the case of an officer appointed by an executive officer or by a committee, by the officer or committee who appointed him or her or by the president.

4.5Vacancies.  A vacancy in any office may be filled for the unexpired term in the manner prescribed in Sections 4.2 and 4.3 of these By-laws for election or appointment to the office.

4.6The President.  The president shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board and of the stockholders.  Subject to the control of the Board, he or she shall have general supervision over the business of the Corporation and shall have such other powers and duties as presidents of corporations usually have or as the Board may assign.

4.7Vice President.  Each vice president (if any) shall have such powers and duties as the Board or the president may assign.

4.8Treasurer.  The treasurer (if any) shall be the chief financial officer of the Corporation and shall be in charge of the Corporation’s books and accounts.  Subject to the control of the Board, he or she shall have such other powers and duties as the Board or the president may assign.

4.9Secretary.  The secretary shall be the secretary of, and keep the minutes of, all meetings of the Board and of the stockholders, shall be responsible for giving notice of all meetings of stockholders and of the Board, and shall keep the seal and, when authorized by the Board, apply it to any instrument requiring it.  Subject to the control of the Board, he or she shall have such powers and duties as the Board or the president may assign.  In the absence of the secretary from any meeting, the minutes shall be kept by the person appointed for that purpose by the presiding officer.

4.10Salaries.  The Board may fix the officers’ salaries, if any, or it may authorize the president to fix the salary of any other officer.

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5.SHARES.

5.1Certificates.  The Corporation’s shares shall be represented by certificates in the form approved by the Board.  Each certificate shall be signed by the president and by the secretary and may be sealed with the Corporation’s seal or a facsimile of the seal.  Any or all of the signatures on the certificate may be a facsimile.

5.2Transfers.  Shares shall be transferable only on the Corporation’s books, upon surrender of the certificate for the shares, properly endorsed.  The Board may require satisfactory surety before issuing a new certificate to replace a certificate claimed to have been lost or destroyed.

5.3Determination of Stockholders of Record.  The Board may fix, in advance, a date as the record date for the determination of stockholders entitled to notice of or to vote at any meeting of the stockholders, or to express consent to or dissent from any proposal without a meeting, or to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action.  The record date may not be more than 60 days or less than 10 days before the date of the meeting or more than 60 days before any other action.

6.MISCELLANEOUS.

6.1Seal.  The Board shall adopt a corporate seal, which shall be in the form of a circle and shall bear the Corporation’s name and the year and state in which it was incorporated.

6.2Fiscal Year.  The Board may determine the Corporation’s fiscal year.  Until changed by the Board, the Corporation’s fiscal year shall be the last Sunday in April.

6.3Voting of Shares in Other Corporations.  Shares in other Corporations which are held by the Corporation may be represented and voted by the president or a vice president of the Corporation or by proxy or proxies appointed by one of them.  The Board may, however, appoint some other person to vote the shares.

6.4Amendments.  By-laws may be amended, repealed or adopted by the stockholders or by a majority of the Board, but any by-law adopted by the Board may be amended or repealed by the stockholders.

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EX-3.5

Exhibit 3.5

Québec

CERTIFICATE OF AMENDMENT

Companies Act, Part IA
(R.S.Q., c. C-38)

	I hereby certify that the company
	ALIMENTATION COUCHE-TARD INC.
	amended its articles on September 8, 1995 pursuant to Part IA of the Companies Act, as set forth in the articles of amendment annexed hereto.
	Filed in the register on September 11, 1995
	under number 1140710543
		[Signed] Alfred Vaillancourt
		Interim Inspector General of Financial Institutions

Government of Québec	C-215 (Rev. 12-93)
Inspector General	IG91-A001
of Financial Institutions	Form 5
	ARTICLES OF AMENDMENT
	Companies Act, R.S.Q., c. C-38
	Part 1A

1	Corporate name
	ALIMENTATION COUCHE-TARD INC.
2	Current address of the company
	1600		St-Martin Blvd. East, Tower B, Suite 280
	No.		Street name
	Laval
	Municipality
	Québec, Canada				H7G 4S7
	Province				Postal code
3	o  Motion filed pursuant to section 123.140 et seq. of the Companies Act
4	The articles of the company are amended as follows:
	Item 5 of the articles of amalgamation of the Company dated May 1, 1988, as amended by articles of amendment of the Company dated December 15, 1994, is amended as follows:
	Schedule 1 annexed hereto forms an integral part hereof.
5	Effective date if different from the filing date (see instructions)			6   Corporate name (or registration number) prior to the amendment, if different from that mentioned in box 1
	N/A
If the space is insufficient, add a schedule in duplicate.
Signature of the authorized director		[signed] illegible
		Richard Fortin

For use by the department

GOVERNMENT OF QUÉBEC

FILED ON

08 SEP. 1995

INSPECTOR GENERAL OF

FINANCIAL INSTITUTIONS

SCHEDULE 1

1.The multiple voting shares mentioned in this schedule are redesignated “class “A” multiple voting shares”;

2.The subordinate voting shares mentioned in this schedule are redesignated “class “B” subordinate voting shares”;

3.As of the date indicated on the certificate of amendment of the Inspector General of Financial Institutions evidencing the amendments set forth in By-Law No. 1995-1, the share certificates for the multiple voting shares and the share certificates for the subordinate voting shares of the Company which are currently outstanding shall, respectively, represent the class “A” multiple voting shares and the class “B” subordinate voting shares of the share capital of the Company, until the said share certificates are replaced in the ordinary course.

4.Section 3.3 of Schedule 1 to the articles of amendment is repealed and replaced with the following:

“No split, reorganization, reclassification or other amendment to the class “A” multiple voting shares or the class “B” subordinate voting shares may take place unless, at the same time, the class “B” subordinate voting shares or the class “A” multiple voting shares, as the case may be, are split, reorganized, reclassified or amended in the same manner.”

5.Section 3.5 of Schedule 1 to the articles of amendment is repealed and replaced with the following:

“3.5         The Company may not issue class “A” multiple voting shares except to proceed with the issuance of class “A” multiple voting shares upon the exercise of options granted before the date of filing of these amendments to the share capital of the Company.”

6.Subsection 3.6.1 of Schedule 1 to the articles of amendment is repealed and replaced with the following:

“3.6.1      “Affiliate” of any designated person shall mean any other person who, directly or indirectly, controls such designated person or is controlled by such designated

person or is under the same direct or indirect control; for purposes of this definition, “control”, when used in connection with any designated person, shall mean direct control through ownership of at least 90% of the voting rights and at least 50% of the equity shares or other securities or indirect control through or by reason of a trust, contract or ownership of securities of any other legal person, or otherwise; the word “controlled” shall have the corresponding meaning.”

7.Subsection 3.6.4 of Schedule 1 to the articles of amendment is repealed and replaced with the following:

“3.6.4      “Majority Holder” shall mean, on a given date, one or more of the following persons, namely Alain Bouchard, Richard Fortin, Jacques d’Amours and Réal Plourde, but only until the occurrence of the earliest of the following events: (i) the date on which the last person from among Alain Bouchard, Richard Fortin, Jacques d’Amours and Réal Plourde reaches the age of 65; (ii) the date on which one or more of the aforementioned persons shall cease to hold, directly or indirectly, in any manner whatsoever (including, without limiting the generality of the foregoing, through intermediary bodies corporate or trusts), shares of the share capital of the Company conferring more than 50% of the voting rights attaching to all the outstanding voting shares of the Company. Every document or certificate to be signed by the Majority Holder for purposes of this Article shall be properly signed if it is signed either by Alain Bouchard, Richard Fortin, Jacques D’Amours or Réal Plourde or, failing same, by one of their duly authorized representatives.”

8.Paragraph (a) of subsection 3.6.6. of Schedule 1 to the articles of amendment is repealed and replaced with the following:

“(a)         a bid made by an offeror who is exempt from the application of Chapters III and IV of Title IV of the Securities Act (Québec), excluding a bid made through the facilities of a recognized stock exchange which is not a normal course issuer bid, provided that if the provisions of section 123 of the Securities Act (Québec) apply, the price

2

falls within a variation margin of fifteen percent (15%) (or any other percentage determined by the Securities Act (Québec)) in relation to the lesser of the average market price of the class “A” multiple voting shares and the class “B” subordinate voting shares established in accordance with the method prescribed by the regulation adopted under the Securities Act (Québec) where:

(i)the offeror is not one of the Majority Holders;  or

(ii)if the offeror is one of the Majority Holders, the bid contemplates shares which are not held by one of the Majority Holders.”

9.Section 3.12 of Schedule 1 to the articles of amendment is amended by adding the words “which are fully paid and non-assessable” at the end.

10.Section 3.13 of Schedule 1 to the articles of amendment is amended by adding the word “outstanding” before the words “subordinate voting share” in the second line and by adding the following sentence after the last sentence: “However, upon the expiry of the Bid, the holder of a class “B” subordinate voting share which has been converted into a class “A” multiple voting share solely for the purpose of accepting the Bid (the “Converted Shares”) shall be deemed to have chosen to convert the Converted Shares, whether or not they have been acquired, into class “B” subordinate voting shares such that the number of class “A” multiple voting shares and the number of class “B” subordinate voting shares outstanding upon the expiry of the Bid shall be the same as before the Bid.”.

11.           Section 3.19 of Schedule 1 to the articles of amendment is repealed.

12.Section 3.21 of Schedule 1 to the articles of amendment is amended by deleting all the words following the words “section 3.34” in the fourth line until the end of the section.

13.Section 3.26 of Schedule 1 to the articles of amendment is repealed.

14.Section 3.27 of Schedule 1 to the articles of amendment is amended by adding the following words at the end: “which are fully paid and non-assessable”.

15.Sections 3.31, 3.32 and 3.33 of Schedule 1 to the articles of amendment are amended by replacing each occurrence of the word “holders” with the word “holders”

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[TRANSLATOR’S NOTE: The change made in the French version (changing the word “porteurs” to the word “détenteurs”) does not really make sense in the English version since the translation of both “porteurs” and “détenteurs” is “holders”. However, I have translated section 15 literally just to give an indication of what it states.].

16.Section 3.34 of Schedule 1 to the articles of amendment is amended by removing the words “and the subordinate voting shares” in the seventh and eighth line.

17.Schedule 1 to the articles of amendment is amended by added new section 3.36 as follows:

“3.36       In the event of a normal course issuer bid made by the Company in accordance with the provisions of section 147.2 of the Securities Act (Québec), the Company shall cause the bid to be made for such percentage of class “B” subordinate voting shares which is at least equal to the percentage of class “A” multiple voting shares. Furthermore, the price paid for the class “A” multiple voting shares shall not, at any time, exceed 115% of the market price for the most recent free trade of a board lot of class “B” subordinate voting shares, in which case the Company shall suspend its normal course issuer bid for the class “A” multiple voting shares until the price to be paid for the class “A” multiple voting shares is lower than 115% of the market price for the most recent free trade of a board lot of class “B” subordinate voting shares.”

4

Québec

CERTIFICATE OF AMENDMENT

Companies Act, Part IA
(R.S.Q., c. C-38)

	I hereby certify that the company
	ALIMENTATION COUCHE-TARD INC.
	amended its articles on December 15, 1994 pursuant to Part IA of the Companies Act, as set forth in the articles of amendment annexed hereto.
	Filed in the register on January 27, 1995
	under number 1140710543
		[Signed] Alfred Vaillancourt
		Interim Inspector General of Financial Institutions

Government of Québec	C-215 (Rev. 12-93)
Inspector General	IG91-A001
of Financial Institutions	Form 5
	ARTICLES OF AMENDMENT
	Companies Act, R.S.Q., c. C-38
	Part 1A

1	Corporate name
	ALIMENTATION COUCHE-TARD INC.
2	Current address of the company
	1600		St-Martin Blvd. East, Tower B, Suite 280
	No.		Street name
	Laval
	Municipality
	Québec				H7G 4S7
	Province				Postal code
3	o  Motion filed pursuant to section 123.140 et seq. of the Companies Act
4	The articles of the company are amended as follows:
	Item 5 of the articles of amalgamation of the Company dated May 1, 1988 is amended as follows:
	Schedule 1 annexed hereto forms an integral part hereof.
5	Effective date if different from the filing date (see instructions)			6   Corporate name (or registration number) prior to the amendment, if different from that mentioned in box 1
	N/A			ACTIDEV INC.
If the space is insufficient, add a schedule in duplicate.
Signature of the authorized director		[signed] illegible
		Richard Fortin

For use by the department

Government of Québec

Filed on

15 DEC. 1994

Inspector General of Financial Institutions

SCHEDULE I

Schedule I of the articles of amalgamation of ACTIDEV INC. dated May 1, 1988 is amended as follows:

I.First-ranking preferred shares issuable in series and second-ranking preferred shares issuable in series are hereby created, each class having an unlimited number.

II.An unlimited number of no par value multiple voting shares are hereby created.

II.An unlimited number of no par value subordinate voting shares are hereby created.

IV.The no par value common shares of the authorized share capital of the Company which are currently issued and outstanding are hereby converted into no par value multiple voting shares on the basis of one issued and outstanding common share per multiple voting share.

V.The common shares of the authorized share capital of the Company, of which no shares will be issued and outstanding after the conversion of the common shares into multiple voting shares, are hereby cancelled.

VI.Holders of common shares issued by the company before this amendment shall, upon delivery of certificates representing such shares, be entitled to receive new share certificates for the multiple voting shares, unless such shares have been cancelled, as the case may be.

SUCH THAT, after a certificate of amendment ratifying these articles of amendment has been obtained, the authorized share capital of the Company shall henceforth be comprised of an unlimited number of first-ranking preferred shares issuable in series, an unlimited number of second-ranking preferred shares issuable in series, an unlimited number of multiple voting shares and an unlimited number of subordinate voting shares, of which only 8,095,809 multiple voting shares shall be issued and outstanding as fully paid and non-assessable.

The rights, privileges, conditions and restrictions attaching, respectively, to the first-ranking preferred shares issuable in series, the second-ranking preferred shares issuable in series, the multiple voting shares and the subordinate voting shares shall be as follows:

1.             FIRST-RANKING PREFERRED SHARES

As a class, the no par value first-ranking preferred shares (hereinafter referred to as the “first-ranking preferred shares”), shall have the following rights, privileges, conditions and restrictions:

1.1The first-ranking preferred shares may be issued in one or more series, with each series having such designation and such number of first-ranking preferred shares as may be determined by the board of directors of the Company prior to their issuance.

1.2Subject to the following provisions and subject to the provisions of the Companies Act, the board of directors of the Company shall, prior to the issuance of the first-ranking preferred shares of each series, establish the rights, privileges, conditions and restrictions attaching to the first-ranking preferred shares of that series, including, without limiting the generality of the foregoing:

(i)the rate, amount or method for calculating the dividends, which dividends may be fixed or variable, cumulative or non-cumulative, payable in cash, in kind or in shares of the Company, the currency or currencies for payment of the dividends if they are payable in cash, the date or dates as well as the location of payment of the dividends and the date or dates as of which such dividends shall accrue;

(ii)if applicable, the right of the Company to purchase or redeem the first-ranking preferred shares of that series, as well as the purchase or redemption price or the method for calculating such price and the terms and conditions of such purchase or redemption;

(iii)if applicable, the right of holders of first-ranking preferred shares of that series to force the Company to purchase or redeem their shares, the purchase or redemption price or the method for calculating such price and the terms and conditions of such purchase or redemption;

(iv)if applicable, the provisions relating to the right of holders of first-ranking preferred shares of that series to offer their shares for sale to the Company and to force the Company to effect the purchase; and

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(v)if applicable, the right to convert or exchange first-ranking preferred shares;

the whole, subject to the articles of amendment establishing the rights, privileges, conditions and restrictions attaching to the first-ranking preferred shares of that series and subject to the issuance of a certificate of amendment giving effect thereto.

1.3As regards the payment of dividends, the first-ranking preferred shares shall have priority over the second-ranking preferred shares, the multiple voting shares, the subordinate voting shares and the other classes of shares ranking after the first-ranking preferred shares and no dividend (except for a dividend payable in second-ranking preferred shares, multiple voting shares, subordinate voting shares or shares of another class of shares ranking after the first-ranking preferred shares of the Company) shall be declared, paid or set aside for payment on the second-ranking preferred shares, the multiple voting shares, the subordinate voting shares or the shares of another class of shares of the Company ranking after the first-ranking preferred shares, and the Company shall not purchase or call for redemption a number of first-ranking preferred shares which is lower than the total number of first-ranking preferred shares then outstanding, second-ranking preferred shares, multiple voting shares, subordinate voting shares and any other shares of the Company ranking after the first-ranking preferred shares, (i) unless, on the date such purchase or call for redemption is declared, all cumulative dividends, including the dividend for the most recent complete period for which such cumulative dividends are payable, have been declared and paid or set aside for payment to each series of first-ranking preferred shares with a cumulative dividend then issued and outstanding and, (ii) unless all declared and unpaid non-cumulative dividends have been paid or set aside for payment to each series of first-ranking preferred shares with a non-cumulative dividend then issued and outstanding.

1.4Upon the winding-up or dissolution of the Company or any other distribution of its property among its shareholders with a view to winding-up its affairs, holders of first-ranking preferred shares shall have the right to receive the following before any amount is paid or any assets of the Company are distributed to the holders of second-ranking preferred shares, the holders of multiple voting shares, the holders of subordinate voting shares or the holders of any other class of shares of the Company ranking after the first-ranking preferred shares,

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(i)the amount of the Company’s stated capital account for the said first-ranking preferred shares as well as, with respect to first-ranking preferred shares with a cumulative dividend, all unpaid cumulative dividends (which dividends shall, for such purposes, be calculated as if such dividends had accrued from day to day since the expiry of the most recent period for which cumulative dividends were paid up to and including the distribution date) and, with respect to first-ranking preferred shares with a non-cumulative dividend, all declared and unpaid non-cumulative dividends,

(ii)if the dissolution, winding-up or distribution is carried out voluntarily, an additional amount equal to the premium, if any, which would have been payable upon the redemption of such first-ranking preferred shares if the Company had called for their redemption on the distribution date or, if the said first-ranking preferred shares could not have been redeemed on that date, an additional amount equal to the highest premium, if any, which could have been paid upon the redemption of such first-ranking preferred shares.

Once the amounts so payable to holders of first-ranking preferred shares have been paid to them, such holders shall not have the right to participate in any other distribution of the Company’s assets.

1.5The first-ranking preferred shares of each series shall rank equally with the first-ranking preferred shares of all other series as regards the payment of dividends and the distribution of assets upon the dissolution or winding-up of the Company or upon any other distribution of the Company’s property among its shareholders with a view to winding-up its affairs, provided, however, that if the assets are insufficient to fully pay all amounts owed on all the first-ranking preferred shares, the assets shall be distributed pro rata among the holders of first-ranking preferred shares then outstanding, in accordance with their respective rights, first for the repayment of the amount of the Company’s stated capital account for the first-ranking preferred shares of each series and for the payment of the premium on capital, if applicable, then for the payment of accrued but unpaid cumulative dividends and declared but unpaid non-cumulative dividends.

1.6Save as specifically provided for hereinbelow or as provided for in the Companies Act, holders of first-ranking preferred shares shall not be

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entitled to receive notices of meetings of shareholders of the Company, attend same or vote thereat.

1.7Unless the holders of first-ranking preferred shares, acting as a class, provide their prior approval in accordance with the following terms and conditions (in addition to the approvals which may be required under the Companies Act), the Company shall not: (i) create or issue shares ranking prior to the first-ranking preferred shares, nor (ii) create or issue any new series of first-ranking preferred shares or shares ranking equally with the first-ranking preferred shares, except if, on the date of the creation or issuance, all the cumulative dividends, including the dividend for the most recently elapsed period for which such cumulative dividends are payable, have been declared or paid or set aside for purposes of distribution with respect to each series of first-ranking preferred shares with a cumulative dividend issued and outstanding on that date, or if all declared but unpaid non-cumulative dividends have been paid or set aside for purposes of distribution with respect to each series of first-ranking preferred shares with a non-cumulative dividend issued and outstanding on that date.

1.8The provisions set forth in sections 1.1 to 1.7, inclusively, as well as in this section 1.8 may be repealed, amended, deleted or increased in whole or in part by articles of amendment and by the issuance of a certificate of amendment giving effect thereto, but only after the approval of holders of first-ranking preferred shares has been obtained in the manner set forth hereinafter, in addition to all other approvals required under the Companies Act.

For all matters mentioned hereinabove, the approval of holders of first-ranking preferred shares may be given by resolution adopted by at least two-thirds (2/3) of the votes cast by or on behalf of holders of first-ranking preferred shares at a meeting of such shareholders duly constituted to consider the subject matter of such resolutions, on the basis of one vote per first-ranking preferred share held in the share capital of the Company, or by a resolution signed by all the holders of first-ranking preferred shares.

If the repeal, amendment, deletion or increase of the provisions set forth hereinabove affects the rights of holders of a series of first-ranking preferred shares in a manner that differs from the manner in which the rights of holders of first-ranking preferred shares of any other series are affected, such repeal, amendment, deletion or increase shall, in addition to requiring the approval of the holders of first-ranking preferred shares in

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the manner set forth hereinabove, require the approval of holders of first-ranking preferred shares of the series so affected; in such a case, the provisions of section 1.8 hereof shall apply, mutatis mutandis, to such approval.

Notwithstanding any contrary provision hereof, the Company may from time to time, subject to the approval of the holders of first-ranking preferred shares of the series to be affected and subject to the provisions of the Companies Act (but without having to obtain the approval of holders of second-ranking preferred shares, holders of multiple voting shares, holders of subordinate voting shares or holders of shares ranking after the first-ranking preferred shares), amend any provision relating to such series of first-ranking preferred shares.

Such approval may be given by resolution adopted by at least two-thirds (2/3) of the votes cast by holders of first-ranking preferred shares of the said series. The meeting shall be held in accordance with the terms and conditions of this section 1.8 which shall apply, mutatis mutandis.

Any meeting of shareholders at which holders of first-ranking preferred shares are required or entitled to vote pursuant to the Companies Act shall, except where the articles of the Company stipulate otherwise, be called and held in accordance with the by-laws of the Company. If a quorum is not present at a meeting within a half hour after the time set for the meeting, the meeting shall be adjourned to a subsequent date which is at least 15 days later, at such time and place as the chairman of the meeting may determine. A notice of at least 7 days shall be given as regards the adjourned meeting, but the purpose of the original meeting need not be set out in the notice. At the adjourned meeting, holders of first-ranking preferred shares who are present or represented by proxy may transact the business for which the original meeting had been called.

2.             SECOND-RANKING PREFERRED SHARES

As a class, the no par value second-ranking preferred shares (hereinafter referred to as the “second-ranking preferred shares”), shall have the following rights, privileges, conditions and restrictions:

2.1The second-ranking preferred shares may be issued in one or more series, with each series having such designation and such number of second-ranking preferred shares as may be determined by the board of directors of the Company prior to their issuance.

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2.2As a class, the second-ranking preferred shares shall rank below the first-ranking preferred shares as regards the payment of dividends and the distribution of property upon the dissolution or winding-up of the Company or any other distribution of its property among its shareholders with a view to winding-up its affairs and they shall be subordinated in every respect to the rights, privileges, conditions and restrictions attaching to the first-ranking preferred shares, as a class, and to each series of first-ranking preferred shares.

2.3Subject to the following provisions and subject to the provisions of the Companies Act, the board of directors of the Company shall, prior to the issuance of the second-ranking preferred shares of each series, establish the rights, privileges, conditions and restrictions attaching to the second-ranking preferred shares of that series, including, without limiting the generality of the foregoing:

(i)the rate, amount or method for calculating the dividends, which dividends may be fixed or variable, cumulative or non-cumulative, payable in cash, in kind or in shares of the Company, the currency or currencies for payment of the dividends if they are payable in cash, the date or dates as well as the location of payment of the dividends and the date or dates as of which such dividends shall accrue;

(ii)if applicable, the right of the Company to purchase or redeem the second-ranking preferred shares of that series, as well as the purchase or redemption price or the method for calculating such price and the terms and conditions of such purchase or redemption;

(iii)if applicable, the right of holders of second-ranking preferred shares of that series to force the Company to purchase or redeem their shares, the purchase or redemption price or the method for calculating such price and the terms and conditions of such purchase or redemption;

(iv)if applicable, the provisions relating to the right of holders of second-ranking preferred shares of that series to offer their shares for sale to the Company and to force the Company to effect the purchase; and

(v)if applicable, the right to convert or exchange second-ranking preferred shares;

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the whole, subject to the articles of amendment establishing the rights, privileges, conditions and restrictions attaching to the second-ranking preferred shares of that series and subject to the issuance of a certificate of amendment giving effect thereto.

2.4As regards the payment of dividends, the second-ranking preferred shares shall have priority over the multiple voting shares, the subordinate voting shares and the other classes of shares ranking after the second-ranking preferred shares and no dividend (except for a dividend payable in multiple voting shares, subordinate voting shares or shares of another class of shares ranking after the second-ranking preferred shares of the Company) shall be declared, paid or set aside for payment on the multiple voting shares, the subordinate voting shares or the shares of another class of shares of the Company ranking after the second-ranking preferred shares, and the Company shall not purchase or call for redemption a number of second-ranking preferred shares which is lower than the total number of second-ranking preferred shares then outstanding, multiple voting shares, subordinate voting shares and any other class of shares of the Company ranking after the second-ranking preferred shares, (i) unless, on the date such purchase or call for redemption is declared, all cumulative dividends, including the dividend for the most recent complete period for which such cumulative dividends are payable, have been declared and paid or set aside for payment to each series of second-ranking preferred shares with a cumulative dividend then issued and outstanding and, (ii) unless all declared and unpaid non-cumulative dividends have been paid or set aside for payment to each series of second-ranking preferred shares with a non-cumulative dividend then issued and outstanding.

2.5Upon the winding-up or dissolution of the Company or any other distribution of its property among its shareholders with a view to winding-up its affairs, holders of second-ranking preferred shares shall have the right to receive the following before any amount is paid or any assets of the Company are distributed to the holders of multiple voting shares, the holders of subordinate voting shares or the holders of any other class of shares of the Company ranking after the second-ranking preferred shares,

(i)the amount of the Company’s stated capital account for the said second-ranking preferred shares as well as, with respect to second-ranking preferred shares with a cumulative dividend, all unpaid cumulative dividends (which dividends shall, for such purposes, be calculated as if such dividends had accrued from day to day since

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the expiry of the most recent period for which cumulative dividends were paid up to and including the distribution date) and, with respect to second-ranking preferred shares with a non-cumulative dividend, all declared and unpaid non-cumulative dividends,

(ii)if the dissolution, winding-up or distribution is carried out voluntarily, an additional amount equal to the premium, if any, which would have been payable upon the redemption of such second-ranking preferred shares if the Company had called for their redemption on the distribution date or, if the said second-ranking preferred shares could not have been redeemed on that date, an additional amount equal to the highest premium, if any, which could have been paid upon the redemption of such second-ranking preferred shares.

Once the amounts so payable to holders of second-ranking preferred shares have been paid to them, such holders shall not have the right to participate in any other distribution of the Company’s assets.

2.6The second-ranking preferred shares of each series shall rank equally with the second-ranking preferred shares of all other series as regards the payment of dividends and the distribution of assets upon the dissolution or winding-up of the Company or upon any other distribution of the Company’s property among its shareholders with a view to winding-up its affairs, provided, however, that if the assets are insufficient to fully pay all amounts owed on all the second-ranking preferred shares, the assets shall be distributed pro rata among the holders of second-ranking preferred shares then outstanding, in accordance with their respective rights, first for the repayment of the amount of the Company’s stated capital account for the second-ranking preferred shares of each series and for the payment of the premium on capital, if applicable, then for the payment of accrued but unpaid cumulative dividends and declared but unpaid non-cumulative dividends.

2.7Save as specifically provided for hereinbelow or as provided for in the Companies Act, holders of second-ranking preferred shares shall not be entitled to receive notices of meetings of shareholders of the Company, attend same or vote thereat.

2.8Unless the holders of second-ranking preferred shares, acting as a class, provide their prior approval in accordance with the following terms and

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conditions (in addition to the approvals which may be required under the Companies Act), the Company shall not: (i) create or issue shares ranking prior to the second-ranking preferred shares, nor (ii) create or issue any new series of second-ranking preferred shares or shares ranking equally with the second-ranking preferred shares, except if, on the date of the creation or issuance, all the cumulative dividends, including the dividend for the most recently elapsed period for which such cumulative dividends are payable, have been declared or paid or set aside for purposes of distribution with respect to each series of second-ranking preferred shares with a cumulative dividend issued and outstanding on that date, or if all declared but unpaid non-cumulative dividends have been paid or set aside for purposes of distribution with respect to each series of second-ranking preferred shares with a non-cumulative dividend issued and outstanding on that date.

2.9The provisions set forth in sections 2.1 to 2.8, inclusively, as well as in this section 2.9 may be repealed, amended, deleted or increased in whole or in part by articles of amendment and by the issuance of a certificate of amendment giving effect thereto, but only after the approval of holders of second-ranking preferred shares has been obtained in the manner set forth hereinafter, in addition to all other approvals required under the Companies Act.

For all matters mentioned hereinabove, the approval of holders of second-ranking preferred shares may be given by resolution adopted by at least two-thirds (2/3) of the votes cast by or on behalf of holders of second-ranking preferred shares at a meeting of such shareholders duly constituted to consider the subject matter of such resolutions, on the basis of one vote per second-ranking preferred share held in the share capital of the Company.

If the repeal, amendment, deletion or increase of the provisions set forth hereinabove affects the rights of holders of a series of second-ranking preferred shares in a manner that differs from the manner in which the rights of holders of second-ranking preferred shares of any other series are affected, such repeal, amendment, deletion or increase shall, in addition to requiring the approval of the holders of second-ranking preferred shares in the manner set forth hereinabove, require the approval of holders of second-ranking preferred shares of the series so affected; in such a case, the provisions of this section 2.9 shall apply, mutatis mutandis, to such approval.

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Notwithstanding any contrary provision hereof, the Company may from time to time, subject to the approval of the holders of second-ranking preferred shares of the series to be affected and subject to the provisions of the Companies Act (but without having to obtain the approval of holders of multiple voting shares, holders of subordinate voting shares or holders of shares ranking after the second-ranking preferred shares), amend any provision relating to such series of second-ranking preferred shares.

Such approval may be given by resolution adopted by at least two-thirds (2/3) of the votes cast by holders of second-ranking preferred shares of the said series. The meeting shall be held in accordance with the terms and conditions of this section 2.9 which shall apply, mutatis mutandis.

Any meeting of shareholders at which holders of second-ranking preferred shares are required or entitled to vote pursuant to the Companies Act shall, except where the articles of the Company stipulate otherwise, be called and held in accordance with the by-laws of the Company. If a quorum is not present at a meeting within a half hour after the time set for the meeting, the meeting shall be adjourned to a subsequent date which is at least 15 days later, at such time and place as the chairman of the meeting may determine. A notice of at least 7 days shall be given as regards the adjourned meeting, but the purpose of the original meeting need not be set out in the notice. At the adjourned meeting, holders of second-ranking preferred shares who are present or represented by proxy may transact the business for which the original meeting had been called.

3.MULTIPLE VOTING SHARES AND SUBORDINATE VOTING SHARES

3.1As classes, the no par value multiple voting shares and subordinate voting shares shall have the following rights, privileges, conditions and restrictions.

3.2Subject to the rights, privileges, conditions and restrictions attaching to the first-ranking preferred shares and the second-ranking preferred shares, the multiple voting shares and the subordinate voting shares shall have the right to participate equally in the property, profits and surplus assets of the Company and, to this end, to receive all dividends declared by the company.

3.3No split or reorganization of the multiple voting shares or the subordinate voting shares may take place unless, at the same time, the subordinate

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voting shares or the multiple voting shares, as the case may be, are split or reorganized in the same manner.

3.4Upon the winding-up or dissolution of the Company or any other distribution of its property among its shareholders with a view to winding-up its affairs, holders of multiple voting shares and holders of subordinate voting shares shall have the right to share equally in the remaining property of the Company, subject, however, to the rights, privileges, conditions and restrictions applicable to holders of first-ranking preferred shares and holders of second-ranking preferred shares.

3.5Except for an issuance of multiple voting shares resulting from the conversion of subordinate voting shares, in accordance with this Article 3, any issuance of multiple voting shares shall require the approval of the holders of multiple voting shares, subject to the approval of the regulatory authorities. Such approval shall be given by resolution adopted by at least a majority of the votes cast by holders of multiple voting shares at a meeting of such holders or by a resolution signed by all the holders of multiple voting shares.

Any meeting of shareholders at which holders of multiple voting shares are required to vote pursuant to the Companies Act shall, except where the articles of the Company stipulate otherwise, be called and held in accordance with the by-laws of the Company. If a quorum is not present at a meeting within a half hour after the time set for the meeting, the meeting shall be adjourned to a subsequent date which is at least 15 days later, at such time and place as the chairman of the meeting may determine. A notice of at least 7 days shall be given as regards the adjourned meeting, but the purpose of the original meeting need not be set out in the notice. At the adjourned meeting, holders of multiple voting shares who are present or represented by proxy may transact the business for which the original meeting had been called.

3.6Unless the context otherwise requires, the following terms shall have the following meaning for purposes of this Article

3.6.1“Affiliate” of any designated person shall mean any other person who, directly or indirectly, controls such designated person or is controlled by such designated person or is under the same direct or indirect control; for purposes of this definition, “control”, when used in connection with any designated person, shall mean the power to directly or

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indirectly manage the administration and affairs of the said person, whether through the right of ownership of voting securities, by contract or otherwise; the word “controlled” shall have the corresponding meaning.

3.6.2“Transfer Agent” shall mean the transfer agent or agents for the multiple voting shares and the subordinate voting shares who holds or hold such position at any time whatsoever.

3.6.3“Bid Date”, with respect to any Bid, shall mean the date on which a Bid is made.

3.6.4“Majority Holder” shall mean, on any given date, one or more of the following persons, namely Les Développements Orano Inc., Alain Bouchard, Richard Fortin, Jacques D’Amours and Réal Plourde and their children, spouses and descendants now born or to be born, if, on such date, one or more the said individuals or a trust patrimony (over which one or more of them has de facto control by contract or otherwise) are the direct or indirect beneficial owners, in any manner whatsoever (including, without limiting the generality of the foregoing, by way of intermediary corporations or trusts, by way of executor, administrator or legal representative or otherwise), of such number of outstanding shares of the Company of any class whatsoever allowing them, on that date, to exercise more than 50% of the voting rights attaching to the outstanding shares of all classes of shares of the Company conferring the right to vote on that date.

Every document or certificate to be signed by the Majority Holder for purposes of this Article shall be properly signed if it is signed either by Alain Bouchard, Richard Fortin, Jacques D’Amours or Réal Plourde or, failing same, by one of their duly authorized representatives.

3.6.5“Bid” shall mean an offer for the multiple voting shares which, were it made to holders residing in Québec, would be a take-over bid, a securities exchange take-over bid or an issuer bid (within the meaning of the Securities Act (Québec) as currently in force or as subsequently amended

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or enacted once again), provided, however, that a Bid shall not include an Exempt Bid.

3.6.6“Exempt Bid” shall mean:

(a)a bid made in accordance with section 123 of the Securities Act (Québec), as amended from time to time;

(b)an identical bid (as regards the price per share and the percentage of outstanding multiple voting shares to be acquired, excluding the shares held immediately before the bid by the offeror or any associate of the offeror, and as regards all other material characteristics) made concurrently in order to acquire the subordinate voting shares, said bid not being subject to any condition other than the right not to take up and pay for the shares tendered if no shares are acquired under the Bid for the multiple voting shares; or

(c)a bid made by an offeror in the cases contemplated in section 119 of the Securities Act (Québec) or equivalent cases contemplated in any provision amending such section, provided, however, that a bid made to holders of multiple voting shares through the facilities of a stock exchange recognized by the Commission des valeurs mobilières du Québec and made in accordance with the rules of that stock exchange shall be made at the same time, at same price and upon the same conditions to all holders of subordinate voting shares in order to be an Exempt Bid; in order to determine whether the price offered to holders of multiple voting shares exceeds the variation margin permitted by the Securities Act (Québec), the average market price of the multiple voting shares shall be presumed to be equal to that of the subordinate voting shares.

3.7Notwithstanding any other provision of this Article 3, if the Majority Holder ceases to be the Majority Holder, all subordinate voting shares

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shall immediately be converted into multiple voting shares in the manner provided for in sections 3.10 and 3.11 hereof. In addition to the certificate required pursuant to the provisions of section 3.8 hereof, the Majority Holder shall provide to the Transfer Agent in Québec (i) a copy of each insider report which he must file in accordance with the provisions of the Securities Act (Québec) and (ii) on the day he ceases to be the Majority Holder, a certificate stating that he is no longer the Majority Holder.

3.8With respect to the provisions of this Article 3, the Majority Holder shall provide to the Company’s Transfer Agent in Québec for the subordinate voting shares a certificate addressed to the said Transfer Agent, between December 1st and 31st of each year, beginning in 1994, which certificate shall state that the Majority Holder is then the beneficial owner of such number of outstanding shares of the Company of any class whatsoever allowing him to exercise more than 50% of the voting rights attaching to the outstanding shares of all classes of shares of the Company conferring the right to vote and setting forth the details of the manner in which such shares are held. If, by December 31st of any given year, the said Transfer Agent has not received such certificate, it shall give a written notice to the Majority Holder informing him of such fact and advising him that if he does not provide such a certificate within sixty (60) days following delivery of the notice, the provisions of Article 3 shall apply.

3.9If (i) at any time when the Majority Holder is required to provide the certificate required pursuant to the provisions of section 3.8 hereof, the Majority Holder is unable to do so because the facts to be certified therein cannot be certified truthfully, or (ii) after the expiry of the time limit provided for in section 3.8, the Majority Holder fails to provide the said certificate, or (iii) the Transfer Agent in Québec determines, following its review of the Majority Holder’s insider reports and the Company’s securities register, that the Majority Holder is no longer the Majority Holder, or (iv) the Transfer Agent in Québec receives from the Majority Holder the certificate referred to in paragraph (ii) of the last sentence of section 3.7 hereof certifying that he is no longer the Majority Holder, then, immediately following the occurrence of one of these events, all the subordinate voting shares shall immediately be converted into multiple voting shares and the Transfer Agent and the Company shall then be bound by the provisions of section 3.10 and 3.11 hereof.

3.10The Transfer Agent shall, at the Company’s expense, send or have sent to all registered holders of subordinate voting shares, at their respective addresses as set out in the Company’s register of transfers, a notice to the

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effect that all subordinate voting shares have been converted into multiple voting shares on a one-for-one basis and that the certificates representing the subordinate voting shares may be sent to the Transfer Agent who will issue certificates representing a corresponding number of multiple voting shares, the whole without cost to the holder, except for any taxes which may be payable; however, the failure by a holder of subordinate voting shares to surrender his certificate or certificates representing his subordinate voting shares shall not have the effect of limiting his rights as of the conversion date to be treated as a holder of multiple voting shares.

3.11The Company shall immediately take all necessary measures to ensure that all the multiple voting shares are listed for trading on each of the stock exchanges on which the subordinate voting shares are then listed for trading if the Company then satisfies the listing conditions of the said stock exchange.

3.12The subordinate voting shares converted into multiple voting shares pursuant to section 3.7 shall become issued multiple voting shares.

3.13Except in the case of an Exempt Bid and subject to the provisions of the following sections, if a Bid is made, each subordinate voting share shall, as of the Bid Date and at the option of the holder thereof, become convertible into one multiple voting share, but only for the purpose of allowing the holder to accept the Bid.

3.14The right set out in section 3.13 to convert the subordinate voting shares may be exercised by written notice sent to the Transfer Agent for the subordinate voting shares at any office of the Transfer Agent at which the transfers of subordinate voting shares may be effected and such notice shall be sent together with the certificate or certificates representing the subordinate voting shares in respect whereof the holder wishes to accept the Bid; the notice shall be signed by the holder or his representative and shall specify the number of subordinate voting shares the holder wishes to convert into multiple voting shares for purposes of the Bid; if only part of the subordinate voting shares represented by the certificate or certificates accompanying the notice is to be converted, the holder shall be entitled to receive, at the Company’s expense, a new certificate representing the subordinate voting shares which were included in the certificate or certificates sent, as previously mentioned, and which are not to be converted. The signing and delivery, in good and due form, to the Transfer Agent by a holder of subordinate voting shares of any acceptance form provided with the Bid, together with the certificate or certificates

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representing the said shares, shall be considered to be a delivery by the said holder to the Transfer Agent of the notice of conversion.

3.15The fact that a holder of subordinate voting shares gives the notice of conversion provided for in section 3.14 shall make the Transfer Agent the mandatary of such holder for purposes of the Bid and for the purpose of taking all steps to complete the acceptance of the Bid on behalf of the said holder.

3.16Upon the conversion of subordinate voting shares by a holder under section 3.13, the Company shall ensure that the Transfer Agent issues a certificate in the name of the said Transfer Agent representing the multiple voting shares resulting from the said conversion.

3.17The right of a holder of subordinate voting shares to convert his shares into multiple voting shares under section 3.13 shall be presumed to have been exercised and the holder of subordinate voting shares to be converted shall be deemed to have become a holder of multiple voting shares for purposes of the Bid on the date or dates of delivery of the certificate or certificates representing the subordinate voting shares to be converted together with the written notice referred to in section 3.14, the whole notwithstanding any delay in the issuance of the certificate or certificates representing the multiple voting shares into which the said subordinate voting shares were converted for purposes of the Bid and subject to the other provisions of this Article 3.

3.18After the issuance of a share certificate for multiple voting shares in the name of the Transfer Agent, as mandatary of a given holder, as provided for in section 3.16, the Transfer Agent, acting in its own discretion or pursuant to written instructions from the holder, as the case may be, shall take the necessary measures to complete the acceptance of the Bid on behalf of the said holder, including depositing the said certificate and all other required documents with the depositary under the Bid. In this regard, the Transfer Agent shall have discretion to insert a legend on the share certificate or attach a written notice thereto to the effect that the multiple voting shares represented by the certificate are subject to certain restrictions and conditions, namely those set forth respectively in sections 3.19, 3.20 and 3.21 hereinbelow.

3.19Notwithstanding the provisions of sections 3.13 to 3.18 hereinabove, if, before the expiry date of a Bid, less than 50% of the multiple voting shares outstanding immediately before the Bid, other than the multiple voting

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shares held by the offeror or any associate of the offeror, are tendered in accordance with the Bid,

(a)the right of conversion set forth in section 3.13 shall be deemed never to have arisen;

(b)from then on the Transfer Agent shall cease to be the mandatary of the holders of subordinate voting shares for purposes of accepting the Bid;

(c)the subordinate voting shares converted into multiple voting shares on that date or prior thereto shall be deemed presumed to have been so converted and to always have been subordinate voting shares, including the shares taken up and paid for by the offeror under the terms of the Bid; and

(d)the Transfer Agent shall take the necessary steps so that each holder of subordinate voting shares presumed never to have been converted receives one or more certificates representing these subordinate voting shares and it shall make the necessary entries in the Company’s register in order to give effect to the foregoing.

3.20With respect to any Bid, if, for any reason whatsoever, the offeror does not take up the shares contemplated by the Bid and pay the price thereof, or if the offeror takes up less than the total number of shares tendered for purposes of acceptance of the Bid and only pays for this lesser number of shares, then, notwithstanding the provisions of sections 3.13 to 3.18:

(a)the subordinate voting shares which had been converted into multiple voting shares for purposes of the Bid and which were not taken up and paid for shall be presumed never to have been converted into multiple voting shares and to always have been subordinate voting shares; and

(b)the Transfer Agent shall take the necessary steps so that each holder of subordinate voting shares presumed never to have been so converted receives one or more certificates representing these subordinate voting shares and it shall make the necessary entries in the Company’s register in order to give effect to the foregoing.

3.21With respect to any Bid, the multiple voting shares resulting from the conversion of subordinate voting shares for purposes of accepting the Bid

18

shall confer upon their holders only one vote per share, notwithstanding the provisions of section 3.34, and they shall be presumed to be subordinate voting shares, notwithstanding the conversion, as regards the right of the holders thereof to receive any dividends paid on the shares of the Company, the whole until the date on which the offeror shall have taken up and paid for the said multiple voting shares under the terms of the Bid or, if applicable, after such date as regards subordinate voting shares taken up and paid for, but to which the provisions of section 3.19 apply.

3.22Every payment of the price of the shares made by an offeror under a Bid and received by the Transfer Agent in its capacity as mandatary of the holders of subordinate voting shares shall be paid by the Transfer Agent to each of these holders in accordance with the number of subordinate voting shares which were held by the holder immediately before the conversion and which were so paid for.

3.23A holder of subordinate voting shares shall have the right to give the Transfer Agent, acting as the holder’s mandatary, written instructions as regards the exercise of any of the holder’s rights under the Bid, including the right to withdraw securities deposited in response to the Bid, if applicable, and the right to accept or refuse any subsequent Bid made after an initial Bid has been made.

3.24The Company shall assume all charges and expenses incurred by the Transfer Agent in carrying out the foregoing provisions.

3.25As soon as possible after the Bid Date, the Transfer Agent shall give a written notice to holders of subordinate voting shares (and to holders of securities of the Company convertible into subordinate voting shares, exchangeable for subordinate voting shares or conferring the right to purchase subordinate voting shares) setting out the substance of the provisions contained in sections 3.13 to 3.24, which notice shall be sent together with all other documents or forms which the Company or the Transfer Agent deems, in its discretion, useful or necessary in order to allow holders of subordinate voting shares to exercise their rights under these sections.

3.26The subordinate voting shares converted into multiple voting shares, except those presumed never to have been converted pursuant to sections 3.19, 3.20 and 3.21, shall become issued multiple voting shares.

19

3.27Each issued and outstanding multiple voting share may, at any time and at the option of the holder thereof, be converted into one subordinate voting share; this conversion right shall be exercised in the manner provided for in section 3.14, mutatis mutandis, and the multiple voting shares converted into subordinate voting shares shall become issued subordinate voting shares.

3.28Upon the conversion of multiple voting shares under section 3.27, the certificate or certificates representing the subordinate voting shares resulting from the conversion shall be issued in the name of the holder of the multiple voting shares so converted or in such name as the said holder may indicate in writing (either in the notice referred to in section 3.14 or otherwise), provided that the holder shall pay any transfer tax which may apply.

3.29The right of a holder of multiple voting shares to convert his shares into subordinate voting shares under section 3.27 shall be presumed to have been exercised and the holder of multiple voting shares to be converted (or any person or persons in whose name the said holder of multiple voting shares shall have given instructions to issue a certificate or certificates representing the subordinate voting shares to be issued as provided for in section 3.28) shall be deemed to have become a holder of subordinate voting shares of the Company for all purposes on the date or dates of delivery of the certificate or certificates representing the multiple voting shares to be converted together with the written notice referred to in section 3.14, the whole notwithstanding any delay in the delivery of the certificate or certificates representing the subordinate voting shares into which the said multiple voting shares have been converted.

3.30Upon a conversion of multiple voting shares into subordinate voting shares under section 3.27 and upon a conversion of subordinate voting shares into multiple voting shares under section 3.7 or 3.13, the number of outstanding shares belonging to the class of shares delivered for conversion shall consequently be reduced on the basis of the number of shares delivered for conversion, and the number of outstanding shares belonging to the other class shall consequently be increased on the basis of the number of shares issued upon the conversion.

3.31Subject to section 3.32, any amendment to the articles of the Company in order to modify the rights, privileges, conditions and restrictions attaching to the multiple voting shares or the subordinate voting shares shall require an approval by resolution adopted by at least two thirds (2/3) of the votes

20

cast at a meeting of holders of multiple voting shares and holders of subordinate voting shares held for such purpose, or by a resolution signed by all the holders of multiple voting shares and all the holders of subordinate voting shares.

3.32If the holders of multiple voting shares, as a class, or the holders of subordinate voting shares, as a class, are affected in a manner or to an extent that differs from the effect on the other class of shares, the amendment shall, in addition, be authorized by a resolution adopted by at least two thirds (2/3) of the votes cast at a meeting of the holders of the class so affected or by a resolution signed by all the holders of the class so affected; this meeting may be held concurrently with the meeting contemplated in section 3.31.

3.33The formalities relating to the holding of meetings of holders of multiple voting shares and holders of subordinate voting shares shall be those set forth in section 3.5 hereof.

3.34Holders of multiple voting shares and holders of subordinate voting shares shall be entitled to receive notices of every meeting of shareholders of the Company, attend same and vote thereat, except for meetings at which only holders of a given class or series are entitled to vote; the multiple voting shares shall confer ten (10) votes per share and the subordinate voting shares shall confer one (1) vote per share. Notwithstanding the foregoing, the multiple voting shares and the subordinate voting shares shall confer only one (1) vote per share with respect to any of the following matters:

(i)the amalgamation of the Company with any legal person other than one or more of its wholly-owned subsidiaries;

(ii)the sale, lease, transfer or other alienation or disposition of all or substantially all of the Company’s property for the benefit of any legal person whomsoever, except if carried out in the ordinary course of business or for the benefit of one or more of its wholly-owned subsidiaries;

(iii)the winding-up, dissolution or voluntary distribution of its property among its shareholders with a view to winding-up its affairs.

3.35Save for the restrictions set forth in this Article 3, each multiple voting share and each subordinate voting share shall have the same rights,

21

privileges, conditions and restrictions and be equal in all respects and they shall be treated by the Company as if they were shares of only one class.

22

Government of Québec			CERTIFICATE OF AMALGAMATION
Inspector General			Companies Act
of Financial Institutions			(R.S.Q., c. C-38)
			Part IA
	I hereby certify that the companies referred to in the articles of amalgamation annexed hereto were amalgamated, pursuant to Part IA of the Companies Act, and became one company under the corporate name
	ACTIDEV INC.
	as set forth in these articles.
	1988 05 01
	2551-3292
		[Signed] Jean-Marie Bouchard
		Inspector General of Financial Institutions

Government of Québec			CERTIFICATE OF REGISTRATION
Inspector General			Companies Act
of Financial Institutions			(R.S.Q., c. C-38)
			Part IA
	I hereby certify that the copy annexed hereto is an authentic copy of an original document relating to
	ACTIDEV INC.
	and that this copy was registered on 1988 04 28 in volume S-1415, folio 2
	2551-3292
		[Signed] Jean-Marie Bouchard
		Inspector General of Financial Institutions

Government of Québec
Inspector General	Form 6
of Financial Institutions	ARTICLES OF AMALGAMATION
	Companies Act
	Part 1A

1	Corporate name or registration number of the company resulting from the amalgamation
	ACTIDEV INC.
2	Judicial district in Québec where the company has its head office	3   Exact or minimum and maximum number of directors		4   Effective date if subsequent to the filing date
	Laval	Minimum:        three (3)		May 1, 1988
		Maximum:        twenty (20)
5	Description of share capital
	Schedule I annexed hereto forms an integral part of this form.
6	Restrictions on share transfers, if any
	No restriction
7	Restrictions on its activities, if any
	N/A
8	Other provisions
	Schedule II annexed hereto forms an integral part of this form.
9	Corporate name of the amalgamating companies		Signature of an authorized director
	ACTIDEV INC.		[signed] illegible
	PROOPTIC INC.		[signed] illegible
If the space is insufficient, add a schedule
For use by the department					2551-3292

	Government of Québec Filed on 1988-04-26
Inspector General of Financial Institutions

SCHEDULE I

A-            Authorized Share Capital

(a)The share capital of the Company shall be comprised of an unlimited number of no par value common shares and an unlimited number of class “A”, class “B” and class “C” preferred shares, all of which may be issued in one or more series;

(b)The rights, privileges, conditions and restrictions attaching to the common shares and the class “A”, class “B” and class “C” preferred shares shall be as follows:

1.COMMON SHARES

Voting Rights

Each common share of the Company shall confer upon the holder thereof the right to one vote at all meetings of shareholders, except at meetings at which only the holders of shares of another class or series are entitled to vote.

Dividends

Subject to the preferential dividend rights of holders of class “A”, class “B” and class “C” preferred shares, holders of common shares shall be entitled to receive, as and when declared by the board of directors, from the funds of the Company duly applicable to the payment of dividends, dividends for an amount payable on the date that the board of directors determines.

Winding-up or Dissolution

Upon the winding-up or dissolution of the Company or any other distribution of its property among its shareholders with a view to winding-up its affairs, after payment to holders of the class “A”, class “B” and class “C” preferred shares or holders of any other class or series of shares ranking prior to the common shares of the amounts they are entitled to receive in such cases, the remaining property of the Company shall be paid to the holders of the common shares or distributed among them on a pro rata basis.

2.CLASS “A” PREFERRED SHARES

The class “A” preferred shares, as a class, shall have the following rights, privileges, conditions and restrictions attaching thereto:

2.1           Issuance in Series

The class “A” preferred shares may be issued in series and the board of directors of the Company may, at any time, fix the number of class “A” preferred shares of each series and determine their designation and the rights, privileges, conditions and restrictions attaching thereto, including, but without limiting the foregoing, the terms and conditions of redemption (including redemption at the option of the holder) or purchase, as the case may be, subject to any limits set out in the articles of the Company.

2.2Dividends

Holders of the shares of any series of class “A” preferred shares shall be entitled to receive, as and when declared by the Company’s board of directors, dividends in such amounts as are stated or may be determined in accordance with the rights, privileges, conditions and restrictions attaching to the series of which the said class “A” preferred shares are a part, the whole in preference to holders of class “B” and class “C” preferred shares, common shares and shares of any other class of shares of the Company which are subordinated to the class “A” preferred shares.

No dividend may be declared, paid or reserved for payment at any time whatsoever during any financial year of the Company, for the class “B” and class “C” preferred shares, common shares or shares of any other class of shares of the Company which are subordinated to the class “A” preferred shares, unless, during this period, the current dividend and all accumulated and unpaid dividends on all outstanding class “A” preferred shares of any series with cumulative dividends have been declared and paid or set aside for payment, and unless the dividends declared on the outstanding class “A” preferred shares of any series without cumulative dividends have been paid or set aside for payment. Holders of class “A” preferred shares of any series shall not have the right to receive any additional dividend or any dividend other than the specific preferred dividend determined with respect to the said series in the rights, privileges, conditions and restrictions attaching to the class “A” preferred shares of such series.

2.3Winding-up or Dissolution

Upon the winding-up or dissolution of the Company or any other distribution of its property among its shareholders with a view to winding-up its affairs, holders of the class “A” preferred shares shall

2

have the right to receive, with respect to the shares of each series of class “A” preferred shares, all amounts which, pursuant to the articles of the Company, are payable on these shares as a repayment of capital, a premium and cumulative or non-cumulative dividends which have been declared and not yet paid, including all cumulative dividends, whether or not declared, the whole before any amount is paid or any property is distributed to holders of class “B” and class “C” preferred shares, common shares or shares of any other class of shares of the Company which are subordinated to the class “A” preferred shares. Once the amounts payable to holders of class “A” preferred shares pursuant to the articles of the Company have been paid to them, such holders shall no longer have a right to participate in any other distribution of the Company’s property.

2.4Voting Rights

Subject to the provisions of the Companies Act (Québec) and the articles of the Company, holders of class “A” preferred shares shall not, in their capacity as such (unless otherwise specifically stipulated herein), be entitled to receive notices of meetings of shareholders of the Company, attend same or vote thereat; however, notwithstanding the foregoing, at any meeting of shareholders at which the holders of class “A” preferred shares are required to vote by law or are entitled, by law or pursuant hereto, to vote, each holder of class “A” preferred shares shall be entitled, at every meeting of holders of class “A” preferred shares, without distinction as to series, to one vote for each Canadian dollar paid with respect to each class “A” preferred share held by him.

At any meeting of holders of class “A” preferred shares of a given series, each holder shall be entitled to one vote for each class “A” preferred share of such series held by him. The formalities to be observed with respect to the sending of a notice of meeting, the conduct of the meeting as well as the quorum thereat shall be those prescribed by the by-laws of the Company for the class “A” preferred shares or, failing same, such formalities shall be those prescribed by the by-laws of the Company for meetings of holders of common shares of the Company, mutatis mutandis.

2.5Amendments

The Company may, from time to time, adopt a by-law amending the articles and changing or amending the conditions attaching to the said class “A” preferred shares; however, the Company may not file articles of amendment for such purposes with the Inspector General of Financial Institutions until such by-law has been approved by at least 2/3 of the votes cast at a special general meeting of holders of the class “A” preferred shares then outstanding duly called for purposes of reviewing the said by-law and until the consent of holders of the other classes of shares prescribed by the Companies Act (Québec) has been obtained.

3

3.             CLASS “B” PREFERRED SHARES

The class “B” preferred shares, as a class, shall have the following rights, privileges, conditions and restrictions attaching thereto:

3.1Issuance in Series

The class “B” preferred shares may be issued in series and the board of directors of the Company may, at any time, fix the number of class “B” preferred shares of each series and determine their designation and the rights, privileges, conditions and restrictions attaching thereto, including, but without limiting the foregoing, the terms and conditions of redemption (including redemption at the option of the holder) or purchase, as the case may be, subject to any limits set out in the articles of the Company.

3.2Dividends

Holders of the shares of any series of class “B” preferred shares shall be entitled to receive, as and when declared by the Company’s board of directors, dividends in such amounts as are stated or may be determined in accordance with the rights, privileges, conditions and restrictions attaching to the series of which the said class “B” preferred shares are a part, the whole in preference to holders of class “C” preferred shares, common shares and shares of any other class of shares of the Company which are subordinated to the class “B” preferred shares.

No dividend may be declared, paid or reserved for payment at any time whatsoever during any financial year of the Company, for the class “C” preferred shares, common shares or shares of any other class of shares of the Company which are subordinated to the class “B” preferred shares, unless, during this period, the current dividend and all accumulated and unpaid dividends on all outstanding class “B” preferred shares of any series with cumulative dividends have been declared and paid or set aside for payment, and unless the dividends declared on the outstanding class “B” preferred shares of any series without cumulative dividends have been paid or set aside for payment. Holders of class “B” preferred shares of any series shall not have the right to receive any additional dividend or any dividend other than the specific preferred dividend determined with respect to the said series in the rights, privileges, conditions and restrictions attaching to the class “B” preferred shares of such series.

3.3Winding-up or Dissolution

Upon the winding-up or dissolution of the Company or any other distribution of its property among its shareholders with a view to winding-up its affairs, holders of the class “B” preferred shares shall

4

have the right to receive, with respect to the shares of each series of class “B” preferred shares, all amounts which, pursuant to the articles of the Company, are payable on these shares as a repayment of capital, a premium and cumulative or non-cumulative dividends which have been declared and not yet paid, including all cumulative dividends, whether or not declared, the whole before any amount is paid or any property is distributed to holders of class “C” preferred shares, common shares or shares of any other class of shares of the Company which are subordinated to the class “B” preferred shares. Once the amounts payable to holders of class “B” preferred shares pursuant to the articles of the Company have been paid to them, such holders shall no longer have a right to participate in any other distribution of the Company’s property.

3.4Voting Rights

Subject to the provisions of the Companies Act (Québec) and the articles of the Company, holders of class “B” preferred shares shall not, in their capacity as such (unless otherwise specifically stipulated herein), be entitled to receive notices of meetings of shareholders of the Company, attend same or vote thereat; however, notwithstanding the foregoing, at any meeting of shareholders at which the holders of class “B” preferred shares are required to vote by law or are entitled, by law or pursuant hereto, to vote, each holder of class “B” preferred shares shall be entitled to one vote for each Canadian dollar paid with respect to each class “B” preferred share held by him.

At any meeting of holders of class “B” preferred shares of a given series, each holder shall be entitled to one vote for each class “B” preferred share of such series held by him. The formalities to be observed with respect to the sending of a notice of meeting, the conduct of the meeting as well as the quorum thereat shall be those prescribed by the by-laws of the Company for the class “B” preferred shares or, failing same, such formalities shall be those prescribed by the by-laws of the Company for meetings of holders of common shares of the Company, mutatis mutandis.

3.5Amendments

The Company may, from time to time, adopt a by-law amending the articles and changing or amending the conditions attaching to the said class “B” preferred shares; however, the Company may not file articles of amendment for such purposes with the Inspector General of Financial Institutions until such by-law has been approved by at least 2/3 of the votes cast at a special general meeting of holders of the class “B” preferred shares then outstanding duly called for purposes of reviewing the said by-law and until the consent of holders of the other classes of shares prescribed by the Companies Act (Québec) has been obtained.

5

4.CLASS “C” PREFERRED SHARES

The class “C” preferred shares, as a class, shall have the following rights, privileges, conditions and restrictions attaching thereto:

4.1           Issuance in Series

The class “C” preferred shares may be issued in series and the board of directors of the Company may, at any time, fix the number of class “C” preferred shares of each series and determine their designation and the rights, privileges, conditions and restrictions attaching thereto, including, but without limiting the foregoing, the terms and conditions of redemption (including redemption at the option of the holder) or purchase, as the case may be, subject to any limits set out in the articles of the Company.

4.2Dividends

Holders of the shares of any series of class “C” preferred shares shall be entitled to receive, as and when declared by the Company’s board of directors, dividends in such amounts as are stated or may be determined in accordance with the rights, privileges, conditions and restrictions attaching to the series of which the said class “C” preferred shares are a part, the whole in preference to holders of common shares and shares of any other class of shares of the Company which are subordinated to the class “C” preferred shares.

No dividend may be declared, paid or reserved for payment at any time whatsoever during any financial year of the Company, for the common shares or shares of any other class of shares of the Company which are subordinated to the class “C” preferred shares, unless, during this period, the current dividend and all accumulated and unpaid dividends on all outstanding class “C” preferred shares of any series with cumulative dividends have been declared and paid or set aside for payment, and unless the dividends declared on the outstanding class “C” preferred shares of any series without cumulative dividends have been paid or set aside for payment. Holders of class “C” preferred shares of any series shall not have the right to receive any additional dividend or any dividend other than the specific preferred dividend determined with respect to the said series in the rights, privileges, conditions and restrictions attaching to the class “C” preferred shares of such series.

4.3Winding-up or Dissolution

Upon the winding-up or dissolution of the Company or any other distribution of its property among its shareholders with a view to winding-up its affairs, holders of the class “C” preferred shares shall have the right to receive, with respect to the shares of each series of

6

class “C” preferred shares, all amounts which, pursuant to the articles of the Company, are payable on these shares as a repayment of capital, a premium and cumulative or non-cumulative dividends which have been declared and not yet paid, including all cumulative dividends, whether or not declared, the whole before any amount is paid or any property is distributed to holders of common shares or shares of any other class of shares of the Company which are subordinated to the class “C” preferred shares. Once the amounts payable to holders of class “C” preferred shares pursuant to the articles of the Company have been paid to them, such holders shall no longer have a right to participate in any other distribution of the Company’s property.

4.4Voting Rights

Subject to the provisions of the Companies Act (Québec) and the articles of the Company, holders of class “C” preferred shares shall not, in their capacity as such (unless otherwise specifically stipulated herein), be entitled to receive notices of meetings of shareholders of the Company, attend same or vote thereat; however, notwithstanding the foregoing, at any meeting of shareholders at which the holders of class “C” preferred shares are required to vote by law or are entitled, by law or pursuant hereto, to vote, each holder of class “C” preferred shares shall be entitled, at every meeting of holders of class “C” preferred shares, without distinction as to series, to one vote for each Canadian dollar paid with respect to each class “C” preferred share held by him.

At any meeting of holders of class “C” preferred shares of a given series, each holder shall be entitled to one vote for each class “C” preferred share of such series held by him. The formalities to be observed with respect to the sending of a notice of meeting, the conduct of the meeting as well as the quorum thereat shall be those prescribed by the by-laws of the Company for the class “C” preferred shares or, failing same, such formalities shall be those prescribed by the by-laws of the Company for meetings of holders of common shares of the Company, mutatis mutandis.

4.5Amendments

The Company may, from time to time, adopt a by-law amending the articles and changing or amending the conditions attaching to the said class “C” preferred shares; however, the Company may not file articles of amendment for such purposes with the Inspector General of Financial Institutions until such by-law has been approved by at least 2/3 of the votes cast at a special general meeting of holders of the class “C” preferred shares then outstanding duly called for purposes of reviewing the said by-law and until the consent of holders of the other classes of shares prescribed by the Companies Act (Québec) has been obtained.

7

B-            Method for Cancelling and Converting the Issued Share Capital

The method for cancelling and converting the shares issued by the amalgamating companies into issued shares of the Company shall be as follows:

(a)the 1,986,000 no par value common shares of Prooptic which will be held by Actidev immediately prior to the meeting shall be cancelled at the time of the amalgamation, without repayment of the capital represented thereby;

(b)the 1,254,000 no par value common shares of the share capital of Prooptic which are currently issued and outstanding (and which will not be cancelled in accordance with subparagraph (a) hereinabove), shall be converted into 1,254,000 fully paid and non-assessable no par value common shares of the Company, on the basis of one common share of the Company for each common share of Prooptic; and

(c)the 4,093,548 no par value class “A” shares of the share capital of Actidev which will be issued and outstanding shall be converted into 4,093,548 fully paid and non-assessable no par value common shares of the Company, on the basis of one common share of the Company for each class “A” share of Actidev.

-*-*- *-*-*-*-*-*-*-

8

SCHEDULE II

Other provisions

Without limiting, in any manner whatsoever, the powers conferred by law upon the Company and its directors, the Company’s board of directors may, from time to time, effect the following on behalf of the Company:

(a)borrow upon the credit of the Company and limit or increase the amounts borrowed;

(b)issue debentures or other securities of the Company and pledge or sell same for such sums and at such price as it deems expedient;

(c)notwithstanding the provisions of the Civil Code of Lower Canada, hypothecate or pledge the property of the Company, whether movable or immovable, now owned or hereafter acquired, in order to secure payment of any such bonds or other securities, or give only part of such guarantee for such purposes; create the above-mentioned hypothec or pledge by trust deed, in accordance with sections 27 et seq. of the Special Corporate Powers Act (R.S.Q., c. P-16), or in any other manner;

(d)hypothecate or pledge the Company’s immovables, or otherwise encumber the Company’s immovable property, or give all such guarantees, to secure the payment of sums borrowed otherwise than by the issue of bonds, as well as the payment or performance of any other debt, contract or obligation of the Company; and

(e)delegate to one or more directors or officers of the Company all or part of the powers conferred by the foregoing provisions, to such extent and in such manner as the board of directors may determine at the time of such delegation.

-*-*- *-*-*-*-*-*-*-

9

EX-3.7

Exhibit 3.7

Québec

CERTIFICATE OF AMENDMENT

Companies Act, Part 1A
(R.S.Q., chap. C-38)

	I hereby certify that
	DÉPAN-ESCOMPTE COUCHE-TARD INC.
	amended its articles on APRIL 11, 1995 under Part 1A of the Companies Act, as indicated in the attached Articles of Amendment.
	Filed in the register on May 12, 1995
	under registration number 1140316010
Government of Quebec
Inspector General of Financial Institutions		(signed:  Alfred Vaillancourt)
		Interim Inspector General of Financial Institutions

Government of Quebec	Government of Quebec
Inspector General of Financial Institutions	Inspector General of Financial Institutions
	Form 5
		ARTICLES OF AMENDMENT
		Companies Act, R.S.Q., c. C-38
		Part 1A

1	Corporate name
	DÉPAN-ESCOMPTE COUCHE-TARD INC.
2	Current address of company:
	1002 Sherbrooke W., 28th Floor Montreal Quebec  H3A 3L6
3	Motion filed under section 123.140 and following of the Companies Act
4	The Company’s articles are amended as follows:
	Judicial district changed from Montreal to the judicial district of Laval
5	Effective date, if different from filing date (see instructions)		6   Corporate name (or designating number) prior to the amendment, if different from that mentioned in Item 1
	N/A
If there is insufficient space, attach two (2) copies of a schedule.
Signature of authorized director		(signed)
		Richard Fortin
Reserved for administrative purposes

Government of Québec

Filed on

APR. 11 1995

Inspector General of
Financial Institutions

2

Québec

CERTIFICATE OF AMENDMENT

Companies Act, Part IA
(R.S.Q., chap. C-38)

	I hereby certify that
	DÉPAN-ESCOMPTE COUCHE-TARD INC.
	amended its articles on DECEMBER 15, 1994 under Part 1A of the Companies Act, as indicated in the attached Articles of Amendment.
	Filed in the register on January 27, 1995
	under registration number 1140316010
Government of Quebec
Inspector General of Financial Institutions		(signed:  Alfred Vaillancourt)
		Interim Inspector General of Financial Institutions

3

Government of Quebec	Government of Quebec
Inspector General of Financial Institutions	Inspector General of Financial Institutions
	Form 5
		ARTICLES OF AMENDMENT
		Companies Act, R.S.Q., c. C-38
		Part 1A

1	Corporate name
	DÉPAN-ESCOMPTE COUCHE-TARD INC.
2	Current address of company:
	1002 Sherbrooke W., 28th Floor Montreal Quebec  H3A 3L6
3	Motion filed under section 123.140 and following of the Companies Act
4	The Company’s articles are amended as follows:
5	Effective date, if different from filing date (see instructions)		6   Corporate name (or designating number) prior to the amendment, if different from that mentioned in Item 1
	N/A		9003-9702 Québec Inc.
If there is insufficient space, attach two (2) copies of a schedule.
Signature of authorized director		(signed)
		Richard Fortin
Reserved for administrative purposes

Government of Québec

Filed on

DEC. 15 1994

Inspector General of Financial Institutions

4

Québec

CERTIFICATE OF INCORPORATION

Companies Act, Part 1A
(R.S.Q., chap. C-38)

	I hereby certify that
	9003-9702 QUÉBEC INC.
	was incorporated on MARCH 29, 1994 under Part 1A of the Companies Act, as indicated in the attached Articles of Incorporation.
	Filed in the register on April 25, 1994
	under registration number 1140316010
Government of Quebec
Inspector General of Financial Institutions		(signed:  Jean-Marie Bouchard)
		Inspector General of Financial Institutions

5

Government of Quebec	Government of Quebec
Inspector General of Financial Institutions	Inspector General of Financial Institutions
	Form 1
		ARTICLES OF INCORPORATION
		Companies Act, R.S.Q., c. C-38
		Part 1A

1	Corporate name
	9003-9702 QUÉBEC INC.
2	Judicial district in Québec where the company has its head office	3   Precise number or minimum and maximum number of directors	4   Effective date if later than filing date
	Montreal	Minimum 1            Maximum 10
5	Description of share capital:
	See Schedule “A” which forms an integral part hereof.
6	Restrictions on share transfers, if any
	See Schedule “B” which forms an integral part hereof.
7	Limits imposed on its activities, where applicable
	N/A
8	Other provisions
	See Schedule “C” which forms an integral part hereof.
9	Founders
	First and last name	Address, including postal code (in the case of a corporation, indicate the head office and the constituting act)	Signature of each founder (in the case of a corporation, signature of authorized person)
Fondateurs Inteltex Inc.		651 Notre-Dame St. W.	(signed)
Inteltex Incorporators Inc.		Montreal, Quebec H3C 1J1
		Federal corporation	President
If there is insufficient space, attach two (2) copies of a schedule.
Reserved for administrative purposes

Government of Québec

Filed on

MARCH 29 1994

Inspector General
of Financial Institutions

6

SCHEDULE A

pertaining to

SHARE CAPITAL

The unlimited share capital of the Company consists of seven (7) classes of shares having the following rights, privileges, conditions and restrictions:

A) CLASS “A” SHARES: The number of Class “A” shares shall be unlimited; these shares shall be without par value and the following rights, privileges, con­ditions and restrictions shall attach thereto:

(1) Dividends and share in profits and residual assets. Class “A” shareholders, at par with Class “B” shareholders, shall be entitled, subject to the rights and privileges attaching to other classes of shares, to:

(a)share in the property, profits and surplus assets of the Company, and, in this respect, to receive any dividend declared by the Company; and

(b)share the residual assets of the Company upon the liquidation of the Company.

(2) Limitation. In addition to the conditions set out in section 123.70 of the COMPANIES ACT, the Company may neither pay any dividend with respect to the Class “A” shares nor acquire any of these shares by mutual agreement if, as a consequence thereof, the book value of the net assets of the Company would become insufficient to redeem all the shares of Class “D” and “E”.

(3) Right to vote. Class “A” shareholders shall be entitled to vote at any meeting of the shareholders of the Company, and each Class “A” share shall confer unto each holder thereof one (1) vote, except at meetings where the right to vote shall be restricted to the shareholders of another class of shares.

(4) Right to exchange shares. Subject to the joint approval of the directors of the Company and the shareholders who hold the majority of the outstanding Class “D” shares, the Class “A” shareholders shall be entitled to exchange, with respect to all or part of their shares, and upon demand, any Class “A” share for a Class “D” share according to the following proportions:  the conversion rate shall be one Class “D” share for each Class “A” share exchanged, the new Class “D” share covering an identical amount to the amount paid to the appropriate subdivision of the issued and paid-up share capital account for the Class “A” share exchanged.

Class “A” shareholders who wish to avail themselves of their right to exchange shall deliver to the head office of the Company or to the office of its transfer agent a notice in writing indicating the number of Class “A” shares which they wish to exchange. This

7

notice shall be delivered with the certificate representing the Class “A” shares which are to be exchanged and shall bear the signature of the persons registered in the Book of the Company as being the holder of these Class “A” shares or the signature of their duly authorized representative. Upon receipt of this notice and of the certificate representing the Class “A” shares which are to be exchanged, the Company shall draw up a certificate for the Class “D” shares which it is issuing as consideration for the exchange and, in the case of the partial exchange of the shares represented by the certificate sent to the Company, prepare at no charge a new certificate representing the Class “A” shares which are not exchanged.

The Class “A” shares thereby exchanged shall be automatically cancelled at the date of their exchange and the Company shall amend the subdivisions of its issued and paid-up share capital account pertaining to the shares of Class “A” and “D”  in accordance with the provisions of sections 123.50 and 123.51 of the COMPANIES ACT.

B)            CLASS “B” COMMON SHARES: The number of Class “B” shares shall be unlimited; these shares shall be without par value and the following rights, privileges, con­ditions and restrictions shall attach thereto:

(1) Dividends and share in profits and residual assets. Class “B” shareholders, at par with Class “A” shareholders, shall be entitled, subject to the rights and privileges attaching to other classes of shares, to:

(a)share in the property, profits and surplus assets of the Company, and, in this respect, to receive any dividend declared by the Company; and

(b)share the residual assets of the Company upon the liquidation of the Company.

(2) Limitation. In addition to the conditions set out in section 123.70 of the COMPANIES ACT, the Company may neither pay any dividend with respect to the Class “B” shares nor acquire any of these shares by mutual agreement if, as a consequence thereof, the book value of the net assets of the Company would become insufficient to redeem all the shares of Class “D” and “E”.

(3) Right to vote. Class “B” shareholders shall be entitled to vote at any meeting of the shareholders of the Company, and each Class “B” share shall confer unto each holder thereof one (1) vote, except at meetings where the right to vote shall be restricted to the shareholders of another class of shares.

C) CLASS “C” SHARES: The number of Class “C” shares shall be unlimited; these shares shall be without par value and the following rights, privileges, con­ditions and restrictions shall attach thereto:

(1) Dividends and share in profits and residual assets. Class “C” shareholders shall not share in the property, in the profits or in the surplus assets of the Company and, in this respect, shall not be entitled to any dividend declared by the Company.

(2) Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a

8

voluntary or involuntary winding-up or liquidation, there is a distribution of the property or assets of the Company, each Class “C” shareholder shall be entitled, prior to the shareholders of all other classes, to repayment of the amount paid, in respect of these shares, into the subdivision of the issued and paid-up share capital account pertaining to the Class “C” shares.

(3) Right to vote. Class “C” shareholders shall be entitled to vote at any meeting of the shareholders of the Company, and each Class “C” share shall confer unto each holder thereof one (1) vote, except at meetings where the right to vote shall be restricted to the shareholders of another class of shares.

(4) Automatic redemption of shares. Subject to the provisions of section 123.54 of the COMPANIES ACT, the Company shall automatically redeem the Class “C” shares held by a shareholder at the time of his or her death. The Company shall have thirty (30) days from the date of death to pay the testamentary executors or estate administrators of the deceased a price equal to the amount paid, in respect of these shares, into the subdivision of the issued and paid-up share capital account pertaining to the Class “C” shares, upon receipt of the certificates representing the redeemed shares.

The Class “C” shares so redeemed shall be cancelled as of the date of their redemption and the Company shall reduce the subdivision of its issued and paid-up share capital account pertaining to the Class “C” shares in accordance with the provisions of section 123.51 of the COMPANIES ACT.

(5)           Right to purchase shares. Subject to the provisions of section 123.56 of the COMPANIES ACT, the Company may, when it deems it advisable to do so, without notice and without regard to the other classes of shares, purchase by mutual agreement and at the best possible price, all or part of the issued and outstanding Class “C” shares.

The Class “C” shares so purchased shall automatically be cancelled as of the date of their purchase and the Company shall reduce the subdivision of its issued and paid-up share capital account pertaining to the Class “C”  shares in accordance with the provisions of section 123.51 of the COMPANIES ACT.

(6)           Veto Right.  No conversion of the Class “C” shares and no creation of new classes of shares, which are at par with, or preferential to, the Class “C” shares, and no amendment of the provisions above concerning the shares of Class “C” or other existing classes of shares, with a view to conferring to the shares of these other classes rights or privileges equal or preferential to those attaching to the Class “C” shares, shall be authorized unless this conversion, creation or amendment shall have been approved by the vote of at least three quarters (¾) of the Class “C” shares, as represented by the holders thereof attending in person or by proxy at a special or general meeting convened for this purpose, in addition to the other requirements of the COMPANIES ACT.

D) CLASS “D” SHARES: The number of Class “D” shares shall be unlimited; these shares shall be without par value and the following rights, privileges, con­ditions and restrictions shall attach thereto:

(1) Dividends. When the Company shall declare dividends, each Class “D” shareholder

9

shall be entitled to receive, to the extent of the dividends declared, prior to the shareholders of Class “A”, “B”, “E”, “F” and “G”, and from the funds declared for the payment of dividends, a monthly, preferential and non-cumulative dividend of one per cent (1%) per month, computed on the basis of the “retraction value” of the Class “D” shares, as defined in subsection (5) below. The Company may not declare such dividend for more than one month at a time and it shall be incumbent on the directors to determine the date, the time and the terms of payment thereof.

(2) Repayment. If, for any reason, and, including, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution of the property or assets of the Company, each Class “D” shareholder shall be entitled, prior to the shareholders of Class “A”, “B”, “E”, “F” and “G”, but subsequent to the shareholders of Class “C”, to payment of the “retraction value” with respect to the Class “D” shares, as defined in subsection (5) below, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “D” shares.

(3) Additional share in profits and residual assets. Class “D” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the Company.

(4) No right to vote. Subject to the provisions of the COMPANIES ACT, Class “D” shareholders shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the Company, to attend same or to receive notice thereof.

(5) Shareholder’s right to retract shares. Subject to the provisions of section 123.54 of the COMPANIES ACT, the Class “D” shareholders, at any time and upon written notice, shall be entitled to require the Company to redeem their shares, at a price equal to the paid-up amount of such shares in the subdivision of the issued and paid-up share capital account pertaining to the Class “D” shares, plus a premium equal to the difference between the paid-up amount for such shares in the subdivision of the issued and paid-up share capital account pertaining to the Class “D” shares  and the fair market value of the  Class “A” shares when they are exchanged for Class “D” shares.

The “retraction value” for the Class “D” shares shall be the redemption price so determined, to which amount shall be added, where applicable, the amount which the Company pays as declared dividends, but which are not paid on the Class “D” shares.  The Company and the Class “D” shareholders shall base themselves on the fair market value of the Class “A” shares, at the time of their exchange for Class “D” shares, when determining the value of the above-mentioned premium.

In the event of a disagreement by the “Ministère du Revenu du Québec” or by the Department of National Revenue, or by both, as to the determination of the fair market value of the Class “A” shares at the time of their exchange, the applicable departmental determination shall prevail. The amount of the premium shall be adjusted accordingly, provided the Department in question shall afford the Company and the Class “D” shareholder the opportunity of challenging the departmental determination before the Department or before the courts. Where the provincial determination differs from the federal determination, the amount of the premium shall correspond to the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be.

10

The Class “D” shares so redeemed at the request of a shareholder shall automatically be cancelled as of the date of their redemption and the Company shall reduce the subdivision of its issued and paid-up share capital account pertaining to the Class “D” shares in accordance with the provisions of section 123.51 of the COMPANIES ACT.

(6) Right to purchase shares by mutual agreement. Subject to the provisions of section 123.56 of the COMPANIES ACT, the Company, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase by mutual agreement and at the best possible price, all or part of the issued and outstanding Class “D” shares. However, this purchase price in no way shall exceed the retraction value referred to above or the book value of the net assets of the Company.

The Class “D” shares so purchased shall automatically be cancelled as of the date of their purchase and the Company shall reduce the subdivision of its issued and paid-up share capital account pertaining to the Class “D”  shares in accordance with the provisions of section 123.51 of the COMPANIES ACT.

7)  Veto Right.  No conversion of Class “D” shares and no creation of new classes of shares, which are at par with, or preferential to, the Class “D” shares, and no amendment of the provisions above concerning the shares of Class “D” or other existing classes of shares, with a view to conferring to the shares of these other classes rights or privileges equal or preferential to those attaching to the Class “D” shares, shall be authorized unless this conversion, creation or amendment shall have been approved by the vote of at least three quarters (¾) of the Class “D” shares, as represented by the holders thereof attending in person or by proxy at a special or general meeting convened for this purpose, in addition to the other requirements of the COMPANIES ACT.

E) CLASS “E” SHARES: The number of Class “E” shares shall be unlimited; these shares shall be without par value and the following rights, privileges, con­ditions and restrictions shall attach thereto:

(1) Dividends. When the Company shall declare dividends, Class “E” shareholders shall be entitled to receive, to the extent of the dividends declared, prior to the shareholders of Class “A”, “B”, “F” and “G”, but subsequent to the shareholders of Class “D”, from the funds declared for the payment of dividends, a monthly, preferential and non-cumulative dividend of one per cent (1%) per month, computed on the basis of the “retraction value” of the Class “E” shares, as defined in subsection (5) below. The Company may not declare such dividend for more than one month at a time and it shall be incumbent on the directors to determine the date, the time and the terms of payment thereof.

(2) Repayment. If, for any reason, including, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution of the property or assets of the Company, each Class “E” shareholder shall be entitled, prior to the shareholders of Class “A”, “B”, “F” and “G”, but subsequent to the shareholders of Class “C” and “D”, to payment of the “retraction value” with respect to the Class “E” shares, as defined in subsection (5) below, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “E” shares.

(3) Additional share in profits and residual assets. Class “E” shares shall not confer

11

any other right to share in the property, in the profits or in the surplus assets of the Company.

(4) Right to vote. Subject to the provisions of the COMPANIES ACT, Class “E” shareholders shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the Company, to attend same or to receive notice thereof.

(5) Shareholder’s right to retract shares. Subject to the provisions of section 123.54 of the COMPANIES ACT, the Class “E” shareholders, at any time and upon written notice, shall be entitled to require the Company to redeem their shares, at a price equal to the paid-up amount of such shares in the subdivision of the issued and paid-up share capital account pertaining to the Class “E” shares, plus a premium equal to the difference between the fair market for the consideration received by the Company upon the issue of such Class “E” shares and the aggregate of:

(a)   the amount paid, in respect of these shares, into the subdivision of the issued and paid-up share capital account pertaining to the Class “E” shares; and

(b)   the fair market value of any property, other than a Class “E” share, given by the Company as payment for this consideration.

The “retraction value” for the Class “E” shares shall be the redemption price so determined, to which amount shall be added, where applicable, the amount which the Company pays as declared dividends, but which are not paid on the Class “E” shares.  The Company and the subscriber for Class “E” shares shall determine jointly at the time of issue of the Class “E” shares the fair market value of the above-mentioned consideration.  In the event of a disagreement by the “Ministère du Revenu du Québec” or by the Department of National Revenue, or by both, as to the determination of the fair market value of such consideration, the applicable departmental determination shall prevail. The amount of the premium shall be adjusted accordingly, provided the Department in question shall afford the Company and the Class “E” shareholder the opportunity of challenging the departmental determination before the Department or before the courts. Where the provincial determination differs from the federal determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.

The Company shall proceed to redeem the Class “E” shares without regard to the other classes of shares and shall have thirty (30) days from the date of retraction to pay the former Class “E” shareholder the redemption price. If the provisions of section 123.54 of the COMPANIES ACT do not allow it to meet this deadline, the Company shall pay an initial part of the redemption price within the thirty (30) day period, and shall pay the balance as soon as it may lawfully do so.

The Class “E” shares so redeemed at the option of their holder shall be cancelled as of the date of their redemption and the Company shall reduce the subdivision of its issued and paid-up share capital account pertaining to the Class “E”  shares in accordance with the provisions of section 123.51 of the COMPANIES ACT.

In addition, in the event that, at the time of an adjustment, all the Class “E” shares have already been redeemed, the Company shall pay the holders, as soon as it may lawfully do

12

so, any additional premium amount, if the adjustment is upwards, or the holders shall repay the Company any premium amount overpaid if the adjustment is downwards, with interest at the greater of the rate prescribed by section 28 of the ACT RESPECTING THE MINISTÈRE DU REVENU (R.S.Q., c. M-31) or section 4301 of the federal INCOME TAX REGULATIONS, as fixed for the periods in question, the whole pro rata to the number of Class “E” shares held by each holder.  If a part only of the Class “E” had been redeemed at the time, the proportion of the additional payment or repayment, as the case may be, corresponding to the shares already redeemed, shall be made as soon as lawfully possible, with interest at the rate determined above, and with respect to the shares left to be redeemed, it shall amend, upwards or downwards, as the case may be, the amount of the premium for the said shares.

(6) Right to purchase shares by mutual agreement. Subject to the provisions of section 123.56 of the COMPANIES ACT, the Company, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase by mutual agreement and at the best possible price, all or part of the issued and outstanding Class “E” shares. However, this purchase price in no way shall exceed the retraction value referred to above or the book value of the net assets of the Company.

The Class “E” shares so purchased shall be cancelled as of the date of their purchase and the Company shall reduce the subdivision of its issued and paid-up share capital account pertaining to the Class “E”  shares in accordance with the provisions of section 123.51 of the COMPANIES ACT.

7)  Veto Right.  No conversion of Class “E” shares and no creation of new classes of shares, which are at par with, or preferential to, the Class “E” shares, and no amendment of the provisions above concerning the shares of Class “E” or other existing classes of shares, with a view to conferring to the shares of these other classes rights or privileges equal or preferential to those attaching to the Class “E” shares, shall be authorized unless this conversion, creation or amendment shall have been approved by the vote of at least three quarters (¾) of the Class “E” shares, as represented by the holders thereof attending in person or by proxy at a special or general meeting convened for this purpose, in addition to the other requirements of the COMPANIES ACT.

F) CLASS “F” SHARES: The number of Class “F” shares shall be unlimited; these shares shall be without par value and the following rights, privileges, con­ditions and restrictions shall attach thereto:

(1) Dividends. When the Company shall declare dividends, the Class “F” shareholders shall be entitled to receive, to the extent of the dividends declared, prior to the shareholders of Class “A”, “B” and “G”, but subsequent to the shareholders of Class “D” and “E”, from the funds declared for the payment of dividends, an annual, preferential and non-cumulative dividend of one dollar ($1) per share, and it shall be incumbent on the directors to determine the date, the time and the terms of payment thereof.

(2) Repayment. If, for any reason, including, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution of the property or assets of the Company, each Class “F” shareholder shall be entitled, prior to the shareholders of Class “A”, “B” and “G”, but subsequent to the shareholders of Class “C”,

13

“D” and “E”, to repayment of the amount paid, in respect of these shares, into the subdivision of the issued and paid-up share capital account pertaining to the Class “F” shares, to which amount shall be added the amount of any declared but unpaid dividends with respect to the Class “F” shares.

(3) Additional share in profits and residual assets. Class “F” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the Company.

(4) Right to vote. Subject to the provisions of the COMPANIES ACT, Class “F” shareholders shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the Company, to attend same or to receive notice thereof.

(5) Shareholder’s right to retract shares. Subject to the provisions of section 123.54 of the COMPANIES ACT, the Class “F” shareholders, at any time and upon written notice, shall be entitled to require the Company to redeem, all or part of their shares, at a price equal to the amount paid, in respect of these shares, into the subdivision of the issued and paid-up share capital account pertaining to the Class “F” shares, to which amount shall be added, as the case may be, the amount which the Company pay as declared dividends, but which are not paid on the Class “F” shares. The Company shall proceed to redeem the Class “F” shares as of the date of retraction and shall have thirty (30) days to pay the former Class “F” shareholders the retraction price of their shares. If the provisions of section 123.54 of the COMPANIES ACT do not allow it to meet this deadline, the Company shall pay an initial part of the retraction price within the thirty (30) day period, and shall pay the balance as soon as it may lawfully do so.

The Class “F” shares so redeemed at the option of their holder shall be cancelled as of the date of their redemption and the Company shall reduce the subdivision of its issued and paid-up share capital account pertaining to the Class “F”  shares in accordance with the provisions of section 123.51 of the COMPANIES ACT.

(6) Right to purchase shares by mutual agreement. Subject to the provisions of section 123.56 of the COMPANIES ACT, the Company, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase by mutual agreement and at the best possible price, all or part of the issued and outstanding Class “F” shares.

The Class “F” shares so purchased shall be automatically cancelled as of the date of their purchase and the Company shall reduce the subdivision of its issued and paid-up share capital account pertaining to the Class “F”  shares in accordance with the provisions of section 123.51 of the COMPANIES ACT.

7) Veto Right.  No conversion of Class “F” shares and no creation of new classes of shares, which are at par with, or preferential to, the Class “F” shares, and no amendment of the provisions above concerning the shares of Class “F” or other existing classes of shares, with a view to conferring to the shares of these other classes rights or privileges equal or preferential to those attaching to the Class “F” shares, shall be authorized unless this conversion, creation or amendment shall have been approved by the vote of at least three quarters (¾) of the Class “F” shares, as represented by the holders thereof attending in person or by proxy at a special or general meeting convened for this purpose, in addition to the other requirements of the COMPANIES ACT.

14

G) CLASS “G” SHARES: The number of Class “G” shares shall be unlimited; these shares shall be without par value and the following rights, privileges, con­ditions and restrictions shall attach thereto:

(1) Dividends. When the Company shall declare dividends, the Class “G” shareholders shall be entitled to receive, to the extent of the dividends declared, prior to the shareholders of Class “A” and “B”, but subsequent to the shareholders of Class “D”, “E” and “F”, from the funds declared for the payment of dividends, an annual, preferential and non-cumulative dividend of one dollar ($1) per share, and it shall be incumbent on the directors to determine the date, the time and the terms of payment thereof.

(2) Repayment. If, for any reason, including, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the Company among its shareholders, each Class “G” shareholder shall be entitled, prior to the shareholders of Class “A” and “B”, but subsequent to the shareholders of Class “C”, “D”, “E” and “F”, to repayment of the amount paid, in respect of these shares, into the subdivision of the issued and paid-up share capital account pertaining to the Class “G” shares, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “G” shares.

(3) Additional share in profits and residual assets. Class “G” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the Company.

(4) Right to vote. Subject to the provisions of the COMPANIES ACT, Class “G” shareholders shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the Company, to attend same or to receive notice thereof.

(5) Right of Company to unilaterally redeem shares. Subject to the provisions of section 123.53 of the COMPANIES ACT, the Company, at any time, if it deems it advisable to do so and upon at least thirty (30) days’ written notice, shall be entitled to unilaterally redeem the Class “G” shares, at a price equal to the amount paid, in respect of these shares, into the subdivision of the issued and paid-up share capital account pertaining to the Class “G” shares, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “G” shares.  If the Company redeems part of the shares, such redemption shall be in proportion to the number of Class “G” shares outstanding, without taking fractional shares into account.

The Class “G” shares so redeemed shall be cancelled as of the date of their redemption and the Company shall reduce the subdivision of its issued and paid-up share capital account pertaining to the Class “G” shares in accordance with the provisions of section 123.51 of the COMPANIES ACT.

(6) Right to purchase shares by mutual agreement. Subject to the provisions of section 123.56 of the COMPANIES ACT, the Company, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase by mutual agreement and at the best possible price, all or part of the issued and outstanding

15

Class “G” shares.

The Class “G” shares so purchased shall be cancelled as of the date of their purchase and the Company shall reduce the subdivision of its issued and paid-up share capital account pertaining to the Class “G” shares in accordance with the provisions of section 123.51 of the COMPANIES ACT.

7)  Veto Right.  No conversion of Class “G” shares and no creation of new classes of shares, which are at par with, or preferential to, the Class “G” shares, and no amendment of the provisions above concerning the shares of Class “G” or other existing classes of shares, with a view to conferring to the shares of these other classes rights or privileges equal or preferential to those attaching to the Class “G” shares, shall be authorized unless this conversion, creation or amendment shall have been approved by the vote of at least three quarters (¾) of the Class “G” shares, as represented by the holders thereof attending in person or by proxy at a special or general meeting convened for this purpose, in addition to the other requirements of the COMPANIES ACT.

16

SCHEDULE B

pertaining to

RESTRICTIONS ON THE TRANSFER OF SHARES

No share issued by the Company may be transferred or assigned without the consent of the directors, which consent shall be evidenced by a resolution of the Board of Directors.  This consent, however, may validly be given after the transfer or assignment has been registered in the Book of the Company, in which case the transfer or assignment shall be valid and take effect retroactively upon the date on which the transfer or assignment was recorded.

17

SCHEDULE C

pertaining to

OTHER PROVISIONS

1. CLOSED COMPANY

The Company shall be a “closed company” as defined within the meaning of the SECURITIES ACT (R.S.Q., c. V-1, s. 5), and, as such:

a)the number of shareholders of the Company shall be limited to fifty (50), exclusive of present or former employees of the Company or of a subsidiary; two (2) or more persons who jointly hold one (1) or more shares shall be counted as one (1) shareholder;

b)any invitation by the Company to the public to subscribe for any securities shall be prohibited.

2. BORROWING POWERS

In addition to the powers conferred by the articles and without restricting the generality of the powers conferred upon the directors by section 77 of the COMPANIES ACT R.S.Q., c. C-38, the directors, if they see fit, and without having to obtain the authorization of the shareholders, may:

a)borrow money upon the credit of the Company;

b)issue debentures or other securities of the Company and pledge or sell the same at such price or for such amounts as is deemed appropriate;

c)guarantee on behalf of the Company the performance of an obligation for which another person is responsible, subject to establishing the fact that the Company can or will be able to pay its liabilities as and when they become due and that the book value of its assets will not be less than the aggregate of its liabilities and its issued and paid-up share capital account.

d)hypothecate the immovable and movable property or otherwise affect the movable property of the Company; and

e)delegate one (1) or more of the above-mentioned powers to a director, to an executive committee, to a committee of the Board of Directors or to an officer of the Company.

18

EX-3.8

Exhibit 3.8

BY-LAWS OF 9003-9702 QUÉBEC INC.

(Company incorporated under Part IA of the Quebec Companies Act)

1.	GENERAL PROVISIONS
	1.	Contractual nature
A.	SCOPE OF APPLICATION
	2.	Application
B.	DEFINITIONS
	3.	Definitions in the by-laws
	4.	Definitions in the Act or in the Regulations
C.	INTERPRETATION
	5.	Rules of interpretation
	6.	Discretion
	7.	Precedence
	8.	Headings
	9.	Time limits
2.	COMPANY
A.	HEAD OFFICE AND ESTABLISHMENT
	10.	Judicial district and address of head office
	11.	Change of address and of judicial district
	12.	Establishment
	13.	Notices to the Company
B.	SEAL AND OTHER MEANS OF IDENTIFICATION OF THE COMPANY
	14.	Form and contents of seal
	15.	Logo
	16.	Facsimile of the seal
	17.	Safekeeping of the seal
	18.	Safekeeping of the facsimile
	19.	Use of the seal
	20.	Use of the facsimile
	21.	Validity
	22.	Name

C.	BOOKS AND REGISTERS
	23.	Book of the Company
	24.	Minutes and resolutions
	25.	Safekeeping
	26.	Accounting records
	27.	Examination of books, registers and documents
	28.	Non-certified copies of documents
	29.	Disclosure of information to shareholders
3.	REPRESENTATION OF THE COMPANY
	30.	Representative bodies
A.	DIRECTORS
	31.	Mandatary
	32.	Number
	33.	Qualifications
	34.	Election
	35.	Acceptance of office
	36.	Term of office
	37.	De facto directors
	38.	Notices to directors
	39.	Remuneration and expenses
	40.	Conflict of interest and of duties
	41.	Resignation
	42.	Removal from office
	43.	End of term of office
	44.	Vacancies
B.	POWERS OF THE DIRECTORS
	45.	General rule
	46.	Duties
	47.	Calls for payment
	48.	Gifts inter vivos
	49.	By-laws
	50.	Banking and finance matters
	51.	Financial year
	52.	Dissent
	53.	Ratification by shareholders
C.	MEETINGS OF THE BOARD OF DIRECTORS
	54.	Calling of meetings
	55.	First directors’ resolutions
	56.	Regular meetings
	57.	Annual meeting
	58.	Emergency meeting

	59.	Waiver of notice
	60.	Place of meetings
	61.	Quorum
	62.	President and Secretary
	63.	Procedure
	64.	Vote
	65.	Meeting by way of electronic means
	66.	Resolutions in lieu of meetings
	67.	Adjournment
	68.	Validity
D.	OFFICERS AND REPRESENTATIVES
	69.	Appointment
	70.	Cumulative duties
	71.	Term of office
	72.	Remuneration
	73.	Powers
	74.	Duties
	75.	Chairman of the Board of Directors
	76.	President of the Company
	77.	Vice-President
	78.	Treasurer
	79.	Secretary
	80.	General Manager
	81.	Posting of security bonds
	82.	Conflict of interests
	83.	Signing of documents
	84.	Signing of documents to be deposited in the Register
	85.	Mechanically-reproduced signature
	86.	Proxyholder of the Company
	87.	Legal or other proceedings
	88.	Prima facie evidence of by-law
	89.	De facto officers or representatives
	90.	Resignation
	91.	Removal from office
	92.	End of term of office
E.	EXECUTIVE COMMITTEE AND OTHER COMMITTEES
	93.	Appointment
	94.	Qualifications
	95.	Powers
	96.	Meetings
	97.	Remuneration
	98.	Indemnification
	99.	Other Committees
	100.	Removal from office and replacement
	101.	End of term of office

F.	DIVISIONS
	102.	Creation
	103.	Management
G.	PROTECTION OF THE DIRECTORS, OF THE OFFICERS AND OF THE REPRESENTATIVES
	104.	Exclusion of liability vis-à-vis the Company and third parties
	105.	Right to indemnification
	106.	Legal action by third party
	107.	Legal action by the Company
	108.	Liability insurance
	109.	Compensation after end of term of office
	110.	Determination of conditions precedent to indemnification
	111.	Place of action
4.	SHAREHOLDERS
A.	SHARES
	112.	Allotment and issue of shares
	113.	Commission
	114.	Joint shareholders
	115.	New shareholder
B.	SHARE CERTIFICATES
	116.	Right to a certificate
	117.	Signing of certificates
	118.	Additional signatures
	119.	Joint holders
	120.	Whole text
	121.	Evidence
	122.	Replacement of certificates
	123.	Share warrants
C.	TRANSFER OF SHARES
	124.	Share and transfer registers
	125.	Transfer agents
	126.	Transfers of shares
	127.	Deceased shareholder
D.	DIVIDENDS
	128.	Declaration and payment
	129.	Payment
	130.	Unclaimed dividend

	131.	Joint shareholders
	132.	Set-off
E.	NOTICES AND INFORMATION TO SHAREHOLDERS
	133.	Notices to shareholders
	134.	Addresses of shareholders
	135.	Untraceable shareholder
	136.	Notice of record date
F.	MEETINGS OF THE SHAREHOLDERS
	137.	Annual general meetings
	138.	Special general meetings
	139.	Calling by shareholders
	140.	Meetings in the Province of Quebec
	141.	Meetings outside the Province of Quebec
	142.	Notice of meeting
	143.	Contents of notice
	144.	Waiver of notice
	145.	Irregularities
	146.	Persons entitled to attend a meeting
	147.	Quorum
	148.	Adjournment
	149.	Chairman and secretary
	150.	Procedure
	151.	Meeting by way of electronic means
	152.	Resolutions in lieu of meetings
G.	RIGHT OF SHAREHOLDERS TO VOTE
	153.	General rule
	154.	Joint shareholders
	155.	Shares held by an administrator of the property of another
	156.	Voting by a show of hands and casting vote
	157.	Voting on behalf of a body corporate
	158.	Ballot
	159.	Scrutineer
H.	PROXIES
	160.	Proxies
	161.	Form of proxy
	162.	Revocation
	163.	Filing of proxies
	164.	Deadline for filing

I.	AUDITOR OR ACCOUNTANT
	165.	Appointment of auditor
	166.	Remuneration of auditor
	167.	Independence of auditor
	168.	End of term of auditor
	169.	Removal of auditor
	170.	Expert accountant
	171.	End of term of expert accountant
	172.	Audit Committee
	173.	Duty of Audit Committee
	174.	Meetings of Audit Committee

BY-LAW NUMBER 1

being the

GENERAL BY-LAWS OF

9003-9702 QUÉBEC INC.

These general by-laws of the Company, also referred to as By-law Number 1, have been passed by a resolution of the directors and confirmed by a resolution of the shareholders, in accordance with the Act.

1.GENERAL PROVISIONS

1.Contractual nature. These general by-laws create relations of a contractual nature between the Company and its shareholders.

A.SCOPE OF APPLICATION

2.Application. These by-laws shall apply from the moment when the Company shall be made up either of more than one director or of more than one shareholder or of more than one director and of more than one shareholder.

B.DEFINITIONS

3.Definitions in the by-laws. Unless there exists an express contrary provision or unless the context clearly indicates otherwise, in the by-laws of the Company, the term or the expression:

“Act” shall mean the Companies Act, R.S.Q., chap. C-38, and any amendment thereto, either past or future, and shall include, in particular, any act or statute which may replace it, in whole or in part. In the event of such replacement, any reference to a provision of the Act shall be interpreted as being a reference to the provision which replaced it;

“An Act respecting the legal publicity of sole proprietorships” shall mean An Act respecting the legal publicity of sole proprietorships, partnerships and legal persons, S.Q. 1993, c. 48, and any future amendment thereto and shall include, in particular, any act or statute which may replace it, in whole or in part. In the event of such replacement, any reference to a provision of An Act respecting the legal publicity of sole proprietorships shall be interpreted as being a reference to the provision which replaced it;

“articles” shall mean articles of incorporation, of amendment, of amalgamation, of continuance, of dissolution and those which confirm an arrangement, a

compromise or a correction, as well as any amendment which may be made thereto;

“auditor” shall mean the auditor of the Company and shall include, in particular, a partnership within the meaning of the Civil Code of Quebec, which is made up of auditors;

“body corporate” shall include, in particular, a legal person within the meaning of the Civil Code of Quebec, a company, a non-profit corporation, a corporation or an association having a juridical personality separate and distinct from its members, wherever or however constituted;

“by-laws” shall mean the present by-laws, any other by-laws of the Company which are in force at the time as well as any amendments thereto;

“contracts, documents or instruments in writing” shall include, among other things, deeds, hypothecs or mortgages, liens, encumbrances, transfers and assignments of property of any kind, conveyances, titles to property, agreements, contracts, receipts and discharges, obligations, debentures and other shares, cheques or other bills of exchange of the Company;

“director” shall mean the person whose name appears at the relevant time in the declaration deposited in the Register or, in the interim, in the Notice respecting the Composition of the Board of Directors filed with the Inspector General in accordance with sections 123.14 or 123.81 of the Act as well as any other person holding the office of director and shall include, in particular, the de facto director as well as any other person who, at the request of the Company, acts or acted as director of another body corporate of which the Company is or was a shareholder or a creditor or any person who, at the relevant time, acted in that capacity; and “Board of Directors” shall mean the body of the Company made up of all the directors;

“Inspector General” shall mean the Inspector General of Financial Institutions who is responsible for carrying out the administration of the Act and of An Act respecting the legal publicity of sole proprietorships;

“juridical day” shall mean any Monday, Tuesday, Wednesday, Thursday or Friday, to the extent that it does not fall on a non-juridical day;

“non-juridical day” shall mean any of the following days, namely: any Saturday or Sunday; New Year’s Day (January 1st); Good Friday; Easter Monday; the birthday or the day fixed by proclamation for the celebration of the birthday of the reigning Sovereign; Victoria Day; Dominion Day or Dollard-des-Ormeaux Day; Saint-Jean Baptiste Day (June 24th); Canada Day or Confederation Day (July 1st) or July 2nd if July 1st falls on a Sunday; the first Monday in September designated Labour Day; the second Monday in October designated Thanksgiving

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Day; Remembrance Day (November 11th); Christmas Day (December 25th); any day appointed by proclamation of the Governor-General of Canada to be observed as a day of general prayer or mourning or day of public rejoicing or thanksgiving; in the Province of Quebec, any of the following additional days, namely any day appointed by proclamation of the Lieutenant-Governor to be observed as a public holiday or as a day of general prayer or mourning or day of public rejoicing or thanksgiving within the province, and any day which shall be a non-juridical day by virtue of an act of the legislature of the province as well as any day which shall be appointed to be observed as a civic holiday by resolution of the council or of any other authority charged with the administration of the civic or municipal affairs of a city, town, municipality or other organized district. Moreover, the 26th day of December shall be considered a non-juridical day, as shall be the 2nd day of January;

“officer” shall include the President of the Company, the Chairman of the Board of Directors, the Vice-President, the Secretary, the Assistant-Secretary, the Treasurer, the Assistant-Treasurer and the Managing Director;

“person” shall include, an individual or a natural person, a partnership within the meaning of the Civil Code of Quebec, an association, a body corporate, a trustee, the liquidator of a succession, a tutor, a curator, an adviser to a person of full age, a mandatary, the administrator of a succession or any representative of a deceased person or any other person responsible for the administration of the property of another;

“record date” shall mean the last possible registration date which the directors may fix in advance, within fifty (50) days prior to the event in question, for the purposes of determining the shareholders entitled to receive dividends, to participate in the distribution subsequent to winding-up, the shareholders entitled to receive notice of, or to vote at, a meeting of the shareholders or to subscribe to additional shares, or the shareholders who or which are qualified for any other purpose. If no record date is set, the record date in order to determine the shareholders qualified for any purpose shall be the date of passage by the directors of the resolution to this end, at the time of close of business;

“Register” shall mean the register of sole proprietorships, partnerships and legal persons created pursuant to An Act respecting the legal publicity of sole proprietorships, which is administered by the Inspector General;

“Regulations” shall mean the Regulations made under the Act and as amended from time to time, and any Regulation which may be substituted therefor. In the event of such substitution, any reference in the by-laws of the Company to a provision of the Regulations shall be read as a reference to the provision substituted therefor in the new Regulations;

“representative” shall mean any officer or mandatary of the Company or any

9

other person who, at the request of the Company, acts or acted as officer or as mandatary of a body corporate of which the Company is or was a shareholder or a creditor or any person who, at the relevant time, acted in that capacity;

“reserved powers”, in respect of the directors, shall mean the duties which, according to the Act, must be discharged by the directors, including, namely, the power to:

(a)issue and allot shares and, as the case may be, to determine the fair consideration for the property and the services paid for such shares;

(b)agree to the transfer of shares;

(c)make calls for amounts unpaid on shares;

(d)receive payments on shares in advance of calls;

(e)confiscate shares remaining unpaid after a call for payment or initiate legal action to receive the amount due;

(f)declare dividends;

(g)fill vacancies on the Board of Directors;

(h)approve the financial statements of the Company;

(i)pass, amend or repeal by-laws; and

(j)decide on any matter requiring the approval of the shareholders;

“unanimous shareholder agreement” or “unanimous agreement” shall mean the written shareholders agreement referred to in section 123.91 of the Act.

4.Definitions in the Act or in the Regulations. Subject to the above definitions, the definitions provided for in the Act or in its Regulations shall apply to the terms and to the expressions used in the by-laws of the Company.

C.INTERPRETATION

5.Rules of interpretation. Terms and expressions used only in the singular shall include the plural and vice-versa, and those only importing the masculine gender shall include the feminine and the neutral genders and vice-versa.

6.Discretion. Unless otherwise provided, where the by-laws confer a discretionary power upon the directors, the latter shall exercise such power as they shall see fit, and shall act prudently, diligently, honestly and faithfully in the best interests of

10

the Company and they shall avoid placing themselves in a position of conflict of interests between their personal interest and that of the Company. The directors may also decide not to exercise such power. No provision contained in these by-laws shall be interpreted so as to increase the duties incumbent on the directors beyond those which are provided in the Act.

7.Precedence. In the event of a contradiction between the Act, the unanimous shareholder agreement, the articles or the by-laws of the Company, the Act shall prevail over the unanimous shareholder agreement, the articles and the by-laws; the unanimous shareholder agreement shall prevail over the articles and the by-laws; and the articles shall prevail over the by-laws.

8.Headings. The headings used in these by-laws shall serve merely as references and they shall not be considered in the interpretation of the terms, of the expressions or of the provisions contained in these by-laws.

9.Time limits. If the date set for doing anything, in particular the sending of a notice, falls on a non-juridical day, such thing may be validly done on the next juridical day. In computing any time limit set by these by-laws, the day which marks the starting point is not counted, but the day of the deadline is. Non-juridical days are counted but, when the last day is a non-juridical day, the time limit is extended to the next juridical day.

2.COMPANY

A.HEAD OFFICE AND ESTABLISHMENT

10.Judicial district and address of head office. The head office of the Company shall be located in the Province of Quebec in the judicial district indicated in its articles or at the address indicated at the relevant time in the declaration deposited in the Register or, as the case may be, in the Notice respecting the Address of the Head Office filed with the Inspector General pursuant to sections 123.14, 123.35 or 123.36 the Act.

11.Change of address and of judicial district. The directors, by way of resolution, may change the address of the head office of the Company within the boundaries of the judicial district specified in its articles. The President of the Company and/or the Secretary or any other representative designated by the directors shall notify the Inspector General of this change by filing a declaration to this effect pursuant to An Act respecting the legal publicity of sole proprietorships or by sending to the Inspector General a Notice respecting the Address of the Head Office pursuant to section 123.35 of the Act. The directors may transfer the head office of the Company to another judicial district by amending the articles of the Company. Such amendment shall take effect from the date indicated on the certificate of amendment.

11

12.Establishment. The Company may have an establishment elsewhere in the province, in a judicial district other than that of its head office.  It may also have an establishment outside the province in accordance with applicable laws.

13.Notices to the Company. Notices or documents to be sent to, or served upon, the Company may be so sent or served, by registered or by certified mail, to or at the address of the head office indicated at the relevant time in the declaration deposited in the Register or, as the case may be, in the Notice respecting the Address of the Head Office filed with the Inspector General pursuant to sections 123.14, 123.35 or 123.36 of the Act. In such a case, the Company shall be presumed to have received, or to have been served, such notices or documents on the date of normal mail delivery unless reasonable grounds to the contrary exist.

B.SEAL AND OTHER MEANS OF IDENTIFICATION OF THE COMPANY

14.Form and contents of seal. Unless a different form or other contents are approved by the directors, the seal of the Company shall consist of two (2) concentric circles between which shall appear the name of the Company and only the year of its constitution may be written in the centre of this seal.

15.Logo. The Company may approve one (1) or more logos according to the specifications prescribed by the directors.

16.Facsimile of the seal. If the Company carries on business outside the province in which its head office is located, it may approve one (1) or more facsimiles of its seal. Unless other contents are prescribed by the directors, on any such facsimile shall appear the name of the Company and/or its version in the language of the province, of the territory, of the state or of the country or political subdivision thereof where the facsimile is used, the year of its constitution only and the name of the province, of the territory, of the state or of the country or political subdivision thereof, unless the directors prescribe otherwise.

17.Safekeeping of the seal. The seal shall be kept at the head office of the Company or at any other location determined by one (1) of the persons authorized to use it.

18.Safekeeping of the facsimile. The facsimile of the seal shall be kept at the principal establishment of the Company situated in the province, in the territory, in the state or in the country or political subdivision thereof where the facsimile is used or at any other location determined by one (1) of the persons authorized to use it.

19.Use of the seal. The use of the seal on a document issued by the Company shall be authorized by one (1) of the following persons:

(a)the Managing Director;

12

(b)the President of the Company;

(c)any Vice-President;

(d)the Secretary;

(e)the Treasurer; and

(f)any other representative designated by the directors.

19.Use of the facsimile. The directors shall determine the representatives authorized to use the facsimile of the seal of the Company and only one (1) such authorized representative, at a given time, may affix the facsimile to a document issued by the Company.

20.Validity. The Company or its guarantors may not assert against a third party who has dealt in good faith with the Company or with its assigns that a document bearing the seal of the Company or its facsimile and issued by one (1) of its directors, of its officers or of its mandataries having actual or usual authority to issue such document is neither valid nor genuine.

21.Name. The Company has a name which shall be assigned to it at the time of its constitution and it shall exercise its rights and perform its obligations under that name. The directors may approve or, as the case may be, abandon, the use of one (1) or more assumed, business, trade or firm names or trade-marks so as to enable the Company to carry on business or to identify itself, or, as the case may be, to cease to carry on business or to identify itself, by a name other than its name or to identify, or to cease to identify, its wares or its services under one (1) or more trade-marks. However, the name of the Company shall be set out in legible characters on all its negotiable instruments, contracts, invoices and orders for goods or services.

C.BOOKS AND REGISTERS

22.Book of the Company. The Company shall opt for one (1) or more books in which the following documents, as the case may be, are to be kept:

(a)a copy of the articles of the Company as well as any related certificate;

(b)the by-laws of the Company and any amendments thereto;

(c)a copy of the unanimous shareholder agreement;

(d)a copy of any declaration filed in the Register;

(e)a copy of the notices respecting the composition of the Board of Directors filed with the Inspector General pursuant to sections 123.14 or 123.81 of the Act;

(f)a copy of the notices respecting the Address of the Head Office filed with the Inspector General pursuant to the Act;

(g)the resolutions of the directors, of the Executive Committee and of the others committees of the Board of Directors as well as the minutes of their meetings;

13

(h)the resolutions of the shareholders as well as the minutes of the meetings of the shareholders;

(i)a register of the directors indicating the surname, the given name and the address of each director as well as the date of the commencement and, as the case may be, of the end of his term of office;

(j)a register of the shareholders indicating the name of each shareholder in alphabetical order and the last-known address of each person who presently holds or formerly held shares of the Company as well as the date of his registration as shareholder and, as the case may be, the date on which he ceased to be so registered;

(k)a register of the shares issued by the Company indicating for each class or series of shares the name in alphabetical order and the last-known address of each person who presently holds or who formerly held these shares, the number of shares held by each of these persons, the date and the details of any transaction with respect to the shares, the amount due to the Company with respect to the shares as well as the reference numbers for the purposes of the transfer registers and of the share certificates;

(l)a transfer register indicating the designation of the shares transferred, the number and date of transfer, the names of the transferor and of the transferee, the number of shares transferred as well as the numbers of the certificates being cancelled and issued; and

(m)register of share certificates indicating the certificate number, the number and designation of the shares, the name of the holder of the share certificate and the details of the transaction surrounding the issue or cancellation of the share certificates.

24.Minutes and resolutions. The minutes of the meetings of the Board of Directors and the resolutions of the directors as well as the resolutions of the shareholders and the minutes of the meetings of the shareholders may be kept in the same Book of the Company under the same tab divider.

25.Safekeeping. The Book of the Company shall be kept at the head office of the Company or at any other place determined by the directors.

26.Accounting records. The Company shall keep at its head office in the Province of Quebec one (1) or more books in which are recorded its receipts and its disbursements and the matters to which each relates, its financial transactions as well as its credits and its liabilities.

27.Examination of books, registers and documents. Subject to the Act, the shareholders and their mandataries may examine, during the normal business hours of the Company, the following books, registers and documents: the articles of the Company; the by-laws and any amendments thereto; the unanimous shareholder agreement; the minutes of the meetings of the shareholders and the resolutions of the shareholders; the copy of any declaration filed in the Register and, as the case may be, the notices respecting the address of the Head Office

14

filed with the Inspector General pursuant to the Act filed with the Inspector General pursuant to sections 123.14, 123.35 or 123.36 of the Act and the Notices respecting the Composition of the Board of Directors sent to the Inspector General pursuant to sections 123.14 or 123.81 of the Act; the share register indicating the names and addresses of the shareholder or of the shareholders, the number of shares held, the date and the details of any transaction with respect to the shares as well as the amount due to the Company with respect to each share. Subject to the Act, no creditor of the Company may examine the books, registers and documents of the Company and no shareholder, unless he is also a director, may examine the books, registers and documents of the Company except for those specifically referred to in this paragraph.

28.Non-certified copies of documents. The shareholders as well as their mandataries may obtain, upon request and without charge, a non-certified copy of the articles, of the by-laws of the Company and of any amendments thereto as well as of the unanimous shareholder agreement, as the case may be.

29.Disclosure of information to shareholders. Unless otherwise provided in the Act, no shareholder may insist upon being informed with respect to the management of the business and of the affairs of the Company especially where, in the opinion of the directors, it would be contrary to the interests of the Company to render any information public. Subject to paragraph 27 above, the directors may determine the conditions under which the books, registers and documents of the Company may be made available to the shareholders.

3.REPRESENTATION OF THE COMPANY

30.Representative bodies. The Company shall act through its representative bodies: the Board of Directors, the officers, the meeting of the shareholders and its other representatives. These bodies shall represent the Company within the limits of the powers granted to them by virtue of the Act, the articles or the present by-laws. The Board of Directors may be designated by any other name in any document issued by the Company.

A.DIRECTORS

31.Mandatary. The director shall be considered to be a mandatary of the Company. He shall have the powers and the duties set out in the Act and in the present by-laws as well as those which are inherent in the nature of his office. In the course of discharging his duties, he shall respect the duties with which he is charged under the Act, the articles and the present by-laws and he shall act within the limits of the powers granted to him.

32.Number. The precise number of directors shall be determined by the Board of Directors between the minimum and the maximum indicated in the articles. Failing such a decision, the precise number of directors of the Company shall be the number of directors whose names appear at the relevant time in the declaration deposited in the Register or, as the case may be, in the Notice respecting the Composition of the Board of Directors filed with the Inspector General pursuant to sections 123.14 or 123.81 of the Act.  The Company may amend its articles in order to increase or to decrease the precise number or

15

the minimum or maximum number of directors. However, only a decrease in such numbers may shorten the term of office of the directors then in office.

33.Qualifications. Subject to the articles or to a unanimous agreement, a person need not be a resident of Canada or of the Province of Quebec or a shareholder in order to become a director of the Company. Moreover, any natural person may be a director except for a person who is under eighteen (18) years of age, a person of full age under tutorship or curatorship or assisted by an adviser, a person declared incapable by a court of law in another province, in another territory, in another state or in another country or political subdivision thereof, a person who is an undischarged bankrupt or a person who has been barred by a court of law from holding such an office.

34.Election. The directors shall be elected by the shareholders at the first meeting of the shareholders and at each annual general meeting or, as the case may be, at a special general meeting. In the event of a change in the composition of the Board of Directors, the Company shall give notice of this change by filing a declaration with the Inspector General in accordance with An Act respecting the legal publicity of sole proprietorships or, as the case may be, by filing a Notice respecting the Composition of the Board of Directors with the Inspector General pursuant to section 123.81 of the Act.

35.Acceptance of office. A director may accept his office expressly by signing an Acceptance of Office form to this end. Furthermore, his acceptance may be made tacitly and, in such a case, it may be inferred from the actions, from the acts, from the deeds and even from the silence of the director.

36.Term of office. Each director shall hold office for a term of one (1) year or until his successor or his replacement shall have been appointed or elected, unless the term of office of the director ends prematurely. A director whose term of office has ended may be re-elected. The term of office of the directors whose names appear at the relevant time in the declaration deposited in the Register or, as the case may be, in the Notice respecting the Composition of the Board of Directors filed with the Inspector General in accordance with sections 123.14 or 123.81 of the Act shall commence on the date of the certificate of constitution and shall end when that of their successors or of their replacements shall commence.

37.De facto directors. The actions, acts or deeds of the directors shall not be voidable by reason only that the latter were incapable, that their appointment was irregularly made or that a declaration deposited in the Register or that a Notice respecting the Composition of the Board of Directors filed with the Inspector General in accordance with sections 123.14 or 123.81 of the Act are incomplete, irregular or erroneous. The action of a person who no longer holds the office of director shall be valid unless, before that action a written notice shall have been sent or tendered to the Board of Directors or unless a written notice stating that such person is no longer a director of the Company shall have been entered in the Book of the Company. This presumption shall only be valid with respect to persons acting in good faith.

38.Notices to directors. The notices or the documents required by the Act, the articles, the by-laws of the Company or a unanimous shareholder agreement to be sent to the directors may be sent by registered or certified mail or delivered in person to the directors, to or at the address indicated at that time in the Book of the Company or at the relevant time in

16

the declaration deposited in the Register or, as the case may be, in the Notice respecting the Composition of the Board of Directors filed with the Inspector General in accordance with sections 123.14 or 123.81 of the Act. The directors to whom notices or documents are sent by registered or certified mail shall be deemed to have received them at the date of normal mail delivery for such registered or certified mail, unless there are reasonable grounds to the contrary. In order to prove receipt of such notices or documents and the date thereof, it shall be sufficient to establish that the letter was registered or certified, that it was properly addressed and that it was deposited at a post office, as well as the date on which it was so deposited and the time which was required for its delivery in the ordinary course of mail delivery, or, if the letter was delivered in person, it shall be sufficient to produce a dated acknowledgement of receipt bearing the signature of the director.

39.Remuneration and expenses. The directors may fix their own remuneration without having to pass a resolution to this end. Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to them in another capacity. A director may receive advances and shall be entitled to be reimbursed for all expenses incurred in the execution of his office. Moreover, the Board of Directors may pay additional remuneration to any director undertaking any task outside the ordinary course of his office.

40.Conflict of interest and of duties.No director may mingle the property of the Company with his own; nor may he use, for his own profit or for that of a third party, any property of the Company or any information which he obtains by reason of his duties, unless he is authorized to do so by the shareholders of the Company. A director shall avoid placing himself in a position of conflict of interest between his personal interest and his duties as director. He shall declare to the Company any interest which he holds in an enterprise or in an association which is likely to place him in a position of conflict of interest as well as any right which he may set up against it, indicating, as the case may be, its nature and its value. This declaration of interest shall be recorded in the minutes of the proceedings of the Board of Directors or in the resolution in lieu of a meeting. A director, even in the discharge of his duties, may acquire, directly or indirectly, an interest in the property under his administration or he may contract with the Company. He shall notify the Company immediately of this fact, indicating the nature and the value of the rights which he is acquiring, and request that this fact be recorded in the minutes of the proceedings of the Board of Directors or in the resolution in lieu of a meeting. Except where required, he shall abstain from discussing, and from voting on, the matter. This rule, however, shall not apply to matters regarding the remuneration of the director or his terms of employment. The directors, however, may grant guarantees, by way of mortgage, hypothec or otherwise, upon the assets of the Company, to any director or officer who personally guarantees the liabilities of the Company. Subject to the above, the directors may also serve on the Board of Directors of other enterprises, even where the latter are competitors, and they may act as consultants or in another capacity for such enterprises.

41.Resignation. A director may resign from office by forwarding a letter of resignation to the head office of the Company by courier or by registered or certified mail. The resignation of a director shall be approved by the directors. Subject to such approval, the resignation shall become effective on the date the letter of resignation is received by the Company or on the date specified in the letter of resignation if the latter is subsequent to the date of its sending. Such resignation, however, shall not relieve the director of the

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obligation of paying any debt owing to the Company before his resignation became effective. A director shall be liable for any injury caused to the Company by his resignation if he submits it without a serious reason and at an inopportune moment. However, a director shall be entitled to the remuneration which he has earned until the date of his resignation.

42.Removal from office. Unless otherwise provided in the articles or in a unanimous agreement, any director may be removed from office prematurely by way of a resolution passed, at a special general meeting called for this purpose, by a majority of the shareholders entitled to elect him. Notwithstanding the fact that the director has been removed from office prematurely, without a serious reason and at an inopportune moment, the Company shall not be liable for any injury caused to a director by his removal from office. Where the holders of a class or of a series of shares have the exclusive right to elect a director, the latter may only be removed from office by a resolution passed at a meeting of the holders of that class or of that series. The director against whom a request for removal from office is directed shall be notified of the place, date and time of the meeting within the same time frame as that provided for the calling of the meeting. He shall have the right to attend and to address the meeting or, in a written statement read by the chairman of the meeting, to put forth the reasons for which he opposes the resolution proposing his removal from office. Furthermore, at the same meeting, the shareholders, by way of a resolution, may fill a vacancy caused by the removal from office of the director.

43.End of term of office. The term of office of a director of the Company shall end in the event of his death, resignation, removal from office or ipso facto if he no longer qualifies as a director, upon expiry of his term of office, by the institution of a method of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law. The term of office of a director shall also end in the event of the bankruptcy of the Company.

44.Vacancies. Subject to the Act, to paragraph 42 hereof and unless the articles provide otherwise, the directors, if a quorum exists, may fill a vacancy in their numbers on the Board of Directors. If the vacancy cannot be so filled by the directors, the latter shall call, within thirty (30) days, a special general meeting of the shareholders in order to fill this vacancy. If there are no longer any directors sitting on the Board of Directors or if the directors fail to call such a meeting within the prescribed time, then one (1) or more shareholders holding not less than one-tenth (1/10) of the issued shares of the Company may call such a meeting. In the event that the term of office of all the directors shall have ended before any shares of the Company have been issued, the last director shall be deemed to have subscribed for one (1) share of the Company and such share shall be deemed to have been issued conditionally at the end of the term of office of this director thirty (30) days before the end of such term. Such share need not be fully paid-up at the time of its issue. The shareholder shall then proceed forthwith to elect a new Board of Directors. Vacancies on the Board of Directors shall then be filled by way of a resolution of the shareholders or, as the case may be, of the holders of a class or of a series of shares having an exclusive right to elect the director whose office is vacant. A director appointed to fill a vacancy shall complete the unexpired portion of his predecessor’s term and shall remain in office until his successor or his replacement shall have been appointed or elected. The Company shall give notice of this change by filing a declaration with the Inspector General pursuant to An Act respecting the legal publicity of

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sole proprietorships or, as the case may be, by filing a Notice respecting the Composition of the Board of Directors with the Inspector General in accordance with section 123.81 of the Act.

B.POWERS OF THE DIRECTORS

45.General rule. The directors shall supervise the management and carry on the business and the affairs of the Company and they may execute, in the name of the latter, contracts of any kind which are allowed by law. Generally speaking, they shall exercise all the powers of the Company and perform all the actions, acts or deeds within the limits of the powers of the latter, except those which the Act or a unanimous agreement expressly reserve for the shareholders. In particular, the directors shall be expressly authorized to lease, to purchase or otherwise to acquire or to sell, to exchange, to hypothecate or to mortgage, to pledge or otherwise to dispose of the movable or immovable property, presently held or after-acquired, of the Company. Finally, they may perform any other action, act or deed which is necessary or useful to the interests of the Company.

46.Duties. Every director of the Company, in the exercise of his powers and in the discharge of his duties, shall act prudently, diligently, honestly and faithfully in the best interests of the Company and avoid placing himself in a position of conflict of interest between his personal interest and that of the Company. Moreover, every director of the Company shall comply with the Act, with its Regulations, with the articles, with the by-laws of the Company and with any unanimous shareholder agreement of the Company.

47.Calls for payment. The directors, by way of resolution, may make calls for payment and demand from the shareholders payment of the whole or of any part of the amount unpaid on the purchase price of shares subscribed for or held by them. Each shareholder shall pay the amount called for at the time and place fixed by the directors.

48.Gifts inter vivos. The directors may make gifts inter vivos of the assets of the Company, even for a substantial value, without having to obtain the consent of the shareholders, provided that such gifts shall be made in the best interests of the Company.

49.By-laws. Unless otherwise provided in the articles, in the by-laws of the Company or in a unanimous shareholder agreement, the directors, by way of resolution, may pass, amend or repeal any by-law governing the business and the affairs of the Company. By-laws passed, amended or repealed by the directors according to the above shall be submitted to the shareholders at the following annual general meeting. By-laws passed, amended or repealed by the directors shall take effect on the date of their passage, of their amendment or of their repeal by the directors. After confirmation or amendment by the shareholders, they shall continue in force in their original or amended state, as the case may be. However, they shall cease to have effect following their rejection by the shareholders or in the event of failure by the directors to submit them to the shareholders at the annual general meeting following their passage. Nevertheless, it shall be possible, in the meantime, to obtain confirmation of these by-laws by a special general meeting of the shareholders of the Company duly called for this purpose. Bylaws relating to the appointment, to the office, to the duties, to the remuneration and to the removal from office of the officers or to the hiring, to the duties, to the remuneration and to the dismissal of the employees of the Company as well as those pertaining to the bond which the officers or the employees shall provide need not be approved by the shareholders in

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order to continue in force. Furthermore, in the event of a rejection by the shareholders of a by-law or of a failure by the directors to submit such by-law to the annual general meeting of the shareholders, any subsequent resolution by the directors to the same general effect, within the two (2) years immediately following, cannot come into force until after confirmation by the shareholders.

50.Banking or finance. The banking or financial operations of the Company shall be carried on with the banks or with the financial institutions designated by the directors. The directors shall also designate one (1) or more persons to carry out these banking or financial operations on behalf of the Company.

51.Financial year. The date of the end of the financial year of the Company shall be determined by the directors.

52.Dissent. A director in attendance at a meeting of the Board of Directors or of the Executive Committee or of another committee of the Board of Directors shall not be bound by the actions, acts or deeds of the Company and shall not be deemed to have approved all the resolutions passed or all the decisions made if, in the course of the meeting, his dissent is recorded in the minutes of such meeting, whether at his request or not, or if a notice in writing of his dissent is sent to the secretary of the meeting before the adjournment or the rising of the meeting or if his dissent is sent to the Company by registered or by certified mail or is delivered to the head office of the Company immediately after the meeting is adjourned or after it rises. A director absent from a meeting of the Board of Directors or of the Executive Committee or of another committee of the Board of Directors shall be deemed not to have approved any resolution or to have participated in any decision made at such meeting, if, within seven (7) days after becoming aware of the resolution, he causes his dissent to be recorded in the minutes of the meeting or if he sends his dissent or causes it to be sent by registered or certified mail or delivers it or causes it to be delivered to the head office of the Company.

53.Ratification by shareholders. The directors, in their discretion, may submit any contract, decision made or transaction for approval, confirmation or ratification at a meeting of the shareholders called for this purpose. Subject to the Act, any such contract, decision made or transaction shall be approved, confirmed or ratified by way of a resolution passed by a majority of the votes cast at any such meeting and, unless any different or additional requirement is imposed by the Act, by the articles or by any other by-law of the Company, such contract, such decision made or such transaction shall be as valid and as binding upon the Company and upon the shareholders as if it had been approved, confirmed or ratified by all the shareholders of the Company.

C.MEETINGS OF THE BOARD OF DIRECTORS

54.Calling of meetings. The Chairman of the Board of Directors, the President of the Company, any Vice-President, the Secretary or any two (2) directors may call at any time a meeting of the Board of Directors and the Secretary of the Company shall call the meeting when so directed or otherwise authorized to do so. Such meetings shall be called by way of a notice sent by mail, by telegram, by telex or by any other electronic means or delivered in person to the directors, to or at the address appearing at that time in the Book of the Company or at the relevant time in the declaration deposited in the Register or, as the case may be, in the Notice respecting the Composition of the Board of Directors filed with the Inspector General pursuant to sections 123.14 or 123.81 of the Act. The notice of

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the meeting shall specify the place, the date and the time of such meeting and, subject to paragraph 58 below, be received at least two (2) clear juridical days prior to the date set for the meeting. It need specify neither the purpose nor the agenda of the meeting but it shall detail any question respecting the reserved powers. The director shall be deemed to have received such notice within the normal time for delivery according to the means of communication used unless there are reasonable grounds for believing that the notice was not received on time or that it was not received at all. If the address of a director does not appear in the Book of the Company, such notice may be sent to the address where, in the judgment of the sender, it is most likely to be received promptly by the director.

55.First directors’ resolutions. After the issue of the certificate of constitution, the first directors, by way of resolutions in writing, may pass by-laws, approve forms of share certificates and of registers of the Company, authorize the issue of shares, appoint officers, appoint, as the case may be, one (1) or more accountants of the Company, make any necessary arrangements with banks or with financial institutions, and deal with any other question.

56.Regular meetings. The directors may determine the place, the date and the time where or when regular meetings of the Board of Directors shall be held. A copy of any resolution of the directors setting the place, the date and the time of these regular meetings shall be sent to each director immediately after its passage but no further notice of a regular meeting shall be required unless a question relating to the reserved powers must be dealt with or settled at that meeting.

57.Annual meeting. Each year, immediately after the annual general meeting of the shareholders, a meeting of the Board of Directors made up of the newly-elected directors shall be held, provided that a quorum exists, for the purposes of appointing the officers, the accountant of the Company, as the case may be, and the other representatives of the Company, and to deal with any question which may be raised thereat. Such meeting shall be held without notice unless a question respecting the reserved powers must be dealt with or settled at that meeting.

58.Emergency meeting. A meeting of the Board of Directors may be called by any means, at least three (3) hours before the meeting, by one (1) of the persons who have the power to call a meeting of the Board of Directors, if, in the opinion of such person, it is urgent that a meeting be held. In determining the validity of a meeting so called, such notice shall be considered sufficient in itself.

59.Waiver of notice. Any director, orally or in writing, may waive his right to receive notice of a meeting of the Board of Directors or of a change in such notice or in the time limit indicated therein. Such waiver may be given validly before, during or after the meeting in question. The attendance of a director at the meeting, in itself, shall constitute a waiver, except where he indicates that he is attending the meeting for the express purpose of objecting to the proceedings because, among other reasons, the meeting was not validly called. The signing of a written resolution in lieu of a meeting shall also constitute a waiver of notice of the calling and of the holding of an actual meeting.

60.Place of meetings. Meetings of the Board of Directors shall be held at the head office of the Company or at any other place, in the Province of Quebec or elsewhere, which the directors may determine.

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61.Quorum. Subject to the Act, to the articles, to the by-laws of the Company or to a unanimous shareholder agreement, the quorum at a meeting of the Board of Directors shall be a majority of the directors then in office. If a quorum is not attained within fifteen (15) minutes after commencement of the meeting, the directors may only decide on an adjournment thereof. The quorum shall be maintained for the duration of the meeting.

62.President and Secretary. The Chairman of the Board of Directors or, in his absence, the President of the Company or any Vice-President shall chair all meetings of the Board of Directors, and the Secretary of the Company shall act as the secretary thereof. In the absence of these persons, the directors shall choose a chairman from their number, and, as the case may be, any person to act as secretary of the meeting.

63.Procedure. The chairman of a meeting of the Board of Directors shall be responsible for the proper conduct of the meeting, shall submit to the directors the proposals which must be put to a vote and, generally, shall establish reasonable and impartial rules of procedure to be followed, subject to the Act, to the by-laws of the Company or to the rules of procedure usually followed during deliberating assemblies. Failure by the chairman of the meeting to submit a proposal shall entitle any director to do so before the rising or the adjournment of said meeting; if such proposal falls within the powers of the directors and if no reference thereto is required in the notice of the meeting, the directors may consider the proposal without it having been seconded. To this end, the agenda for any meeting of the Board of Directors shall be deemed to allow time for the directors to submit their proposals.

64.Vote. Each director may cast one (1) vote and all questions submitted to the Board of Directors shall be decided by a majority vote of the directors in attendance and voting. Voting shall be by a show of hands unless the chairman of the meeting or a director in attendance requests a ballot. If a ballot is held, the secretary of the meeting shall act as scrutineer and count the ballots. In both cases, if one (1) or more directors participate in a meeting by way of electronic means, they shall indicate orally to the secretary the manner in which they shall be casting their vote. Voting by proxy shall not be permitted at meetings of the Board of Directors. The chairman of the meeting shall not have a second or casting vote in the event of a tie vote.

65.Meeting by way of electronic means. All the directors, or one (1) or several directors with the consent of all the other directors of the Company, which consent may be given before, during or after the meeting, in a specific manner for a given meeting or in a general manner for all subsequent meetings, may participate in a meeting of the Board of Directors by way of electronic means, such as a telephone, which enable them to communicate simultaneously and instantaneously with the other directors or persons attending, or participating in, the meeting. In such cases, these directors shall be deemed to have attended the meeting, which shall be deemed to have been held in the Province of Quebec. The directors attending, or participating in, a meeting held using such electronic means may decide on any matter, such as the passage of a by-law, one (1) of the reserved powers or the replacement of a director. A director may also declare any conflict of interest at such meeting. The Secretary shall keep minutes of such meetings and shall record any dissent. The statement by the chairman and by the secretary of the meeting so held to the effect that a director participated in the meeting shall be valid until proven otherwise. In the event of an interruption in the communication with one (1) or more directors, the meeting shall continue to be valid if a quorum is maintained.

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66.Resolutions in lieu of meetings. Resolutions in writing, signed by all the directors entitled to vote thereon at meetings of the Board of Directors, shall be as valid as if they had been passed at such meetings. A copy of these resolutions, once passed, shall be kept with the minutes of the proceedings of the Board of Directors.

67.Adjournment. The chairman of a meeting of the Board of Directors, with the consent of the majority of the directors in attendance, may adjourn this meeting to another place, date and time without having to provide notice of the meeting again to the directors. The reconvening of any meeting so adjourned may take place without notice if the place, the date and the time of the adjourned meeting are announced at the original meeting. Upon reconvening of the meeting, the directors may validly decide on any matter which was not settled at the original meeting, provided a quorum is present. The directors who constituted the quorum at the original meeting need not be those constituting the quorum at the reconvened meeting. If a quorum does not exist at the reconvened meeting, the meeting shall be deemed to have ended at the previous meeting when the adjournment was pronounced.

68.Validity. Decisions made during the course of a meeting of the Board of Directors shall be valid notwithstanding any irregularity, thereafter discovered, in the election or in the appointment of one (1) or more directors or their inability to serve as directors.

D.OFFICERS AND REPRESENTATIVES

69.Appointment. Subject to the provisions of the articles, of the by-laws or of any unanimous agreement, the directors may appoint any qualified person who, unless otherwise provided in the present by-laws, need not necessarily be a shareholder or a director of the Company, to the office of President of the Company, of Chairman of the Board of Directors, of Vice-President, of Treasurer or of Secretary, and they may provide for assistants to such officers. Moreover, the directors, or the President of the Company or the Chairman of the Board of Directors with the consent of the directors, may create any other office and appoint thereto qualified persons, whether they be shareholders of the Company or not, to represent the Company and to discharge the duties which they may determine. The officers or the representatives may delegate the powers which they have received from the directors as well as those which are inherent in their office. However, they shall select their substitutes carefully and provide them with appropriate instructions.

70.Cumulative duties. The same person may hold two (2) or more offices within the Company, provided that they are not incompatible with each other. Where the same person holds the offices of Secretary and Treasurer, he may, but need not, be designated as the “Secretary-Treasurer” of the Company.

71.Term of office. The term of office of the officers and of the representatives of the Company shall begin with their acceptance of the office and such acceptance may be inferred from their actions, from their acts or from their deeds. Their term of office shall continue until their successors or their replacements shall have been appointed by the directors unless their term of office ends prematurely in accordance with paragraphs 90 to 92 of the present by-laws.

72.Remuneration. The remuneration of the officers or of the representatives of the

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Company shall be fixed by the directors without their having to pass a resolution to this end, or, in the absence of such a decision, by the President of the Company. Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to the officer or to the representative in another capacity by the Company. The fact that any officer, representative or employee shall also be a director or a shareholder of the Company shall not disqualify him from receiving, in his capacity as officer, representative or employee, such remuneration as may be determined.

73.Powers. Subject to the articles, to the by-laws or to a unanimous shareholder agreement, the directors shall determine the powers of the officers and of the other representatives of the Company. The directors may delegate to them all their powers, except the reserved powers or those which require the approval of the shareholders. The officers and the representatives shall also have the powers inherent in the Act or which normally relate to their office. Furthermore, they may exercise these powers either within or outside the Province of Quebec.

74.Duties. The officers and the representatives, in the discharge of their duties, shall act prudently, diligently, honestly and faithfully in the best interests of the Company and within the limits of their respective offices and they shall avoid placing themselves in a position of conflict of interest between their personal interest and that of the Company. They shall be deemed to have acted within the limits of their offices when they discharge their duties in a manner which is more advantageous for the Company. They shall be held liable to the Company for actions, acts or deeds performed alone which they were only authorized to carry out in conjunction with one (1) or more other persons unless they acted in a manner which turned out to be more advantageous for the Company than that which had been agreed upon. In arriving at a decision, they may rely in good faith on the opinion or on the report of an expert and, in such a case, shall be deemed to have acted prudently, diligently, honestly and faithfully in the best interests of the Company.

75.Chairman of the Board of Directors. The directors may appoint a Chairman of the Board of Directors who shall be a director. If a Chairman of the Board of Directors is appointed, the directors may delegate to him all of the powers and duties conferred by the present by-laws on the President of the Company as well as any other powers which the directors may determine.

76.President of the Company. The President of the Company shall be its chief executive officer, subject to the control of the directors. He shall supervise, administer and manage generally the business and the affairs of the Company, except for the reserved powers and for the business which must be transacted by the shareholders at annual or special general meetings. He shall appoint and dismiss the mandataries as well as hire, lay off, fire or dismiss the employees of the Company. He shall also exercise all the powers and discharge all the duties delegated to him by the directors. When requested to do so by the directors, or by one (1) or more of them, he shall provide all relevant information relating to the business and to the affairs of the Company. If no Chairman of the Board of Directors has been elected, or, if he is absent or unable to act, the President of the Company, if he is a director and if he is in attendance, shall chair all meetings of the Board of Directors and all meetings of the shareholders.

77.Vice-President. In the absence of the President of the Company or in the event of the latter’s inability, refusal or failure to act, the Vice-President shall possess all the powers and assume all the duties of the President of the Company save that no Vice-President

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shall chair a meeting of the Board of Directors or a meeting of the shareholders who is not otherwise qualified to attend such meeting as a director or as a shareholder, as the case may be. If there is more than one (1) Vice-President, the President of the Company shall designate any Vice-President to act on his behalf, and, if the President of the Company fails to do so, the directors may designate such Vice-President and, finally, failing such designation by the directors, the Vice-Presidents may act on the basis of seniority.

78.Treasurer. The Treasurer shall manage generally the finances of the Company. He shall be responsible for all funds, shares, books, receipts or discharges and other documents of the Company. He shall deposit all money and other valuables in the name and to the credit of the Company in the bank or financial institution chosen by the directors. He shall submit at each meeting of Board of Directors, whenever required to do so by the President of the Company or by a director, a detailed statement of account of the receipts and disbursements as well as a detailed accounting of the financial position of the Company. He shall present a detailed financial statement of the Company, prepared in accordance with the Act, at the meeting of the Board of Directors prior to the annual general meeting of the shareholders. He shall be responsible for receiving, and for issuing receipts for, the amounts payable to the Company, and for paying, and for receiving receipts for, amounts which the Company owes, whatever the source of the funds may be. He shall discharge all duties which are inherent in his office as well as those powers and duties determined by the directors. The latter may appoint an Assistant-Treasurer in order to assist the Treasurer of the Company in the discharge of his duties.

79.Secretary. The Secretary shall act as secretary at all meetings of the Board of Directors and of the committees of the Board of Directors as well as at all the meetings of the shareholders. He shall ensure that all notices are given and that all documents are sent in accordance with the provisions the Act and with the by-laws of the Company and he shall keep, in the Book of the Company, the minutes of the meetings of the Board of Directors, of the committees of the Board of Directors and of the meetings of the shareholders. Moreover, he shall be responsible for the safekeeping of the seal of the Company and shall ensure the maintenance and the updating of all books, registers, reports, certificates and other documents of the Company. He shall also be responsible for the filing of the records of the latter. He shall countersign the minutes and the share certificates. Finally, he shall discharge such other duties as shall be entrusted to him by the President of the Company or by the directors. The Assistant-Secretary shall exercise the powers and discharge the duties which are delegated to him by the directors or by the Secretary.

80.General Manager. The directors may appoint a person to act as General Manager. They may delegate to him all their powers except for the reserved powers. The remuneration of the General Manager shall be fixed by the directors. Unless otherwise provided, such remuneration shall be in addition to any other remuneration to be paid to him in another capacity by the Company. The General Manager shall be entitled to be compensated by the Company for fees and expenses incurred in the discharge of his duties.

81.Posting of security bond. The directors, the President of the Company or any person designated by any one (1) of them, may require that certain officers, representatives or employees of the Company post a security bond, in such form and containing such guarantees as the directors may determine, in order to guarantee the proper performance of their powers and discharge of their duties.

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82.Conflict of interest. Any officer or representative shall avoid placing himself in a position of conflict of interest between his personal interest and that of the Company and he shall declare any conflict of interest to the directors. The rules governing conflicts of interest of the directors shall apply, with all necessary changes, to the officers and to the representatives.

83.Signing of documents. Contracts, documents or instruments in writing requiring the signature of the Company may be signed by the President of the Company alone or by two (2) persons holding the office of Vice-President, of Chairman of the Board of Directors, of director, of Secretary, of Treasurer or of General Manager or by their duly authorized assistants and all contracts, documents or instruments in writing so signed shall bind the Company without the necessity of any other authorization or formality. The directors may also authorize any other person to sign and to deliver on behalf of the Company all contracts, documents or instruments in writing and such authorization may be given by way of resolution in general or in specific terms.

84.Signing of documents to be deposited in the Register.  The declarations to be deposited with the Inspector General pursuant to the Act respecting the legal publicity of sole proprietorships may be signed by the President of the Company, by any director of the Company or by any person authorized by the directors.

85.Mechanically-reproduced signature. The directors may permit the contracts, documents or instruments in writing which are issued by the Company to bear mechanically-reproduced signatures. The signature appearing on a resolution in lieu of a meeting of the Board of Directors or of the shareholders may also be mechanically reproduced, including the use of a stamp as a signature.

86.Proxyholder of the Company. The directors may authorize any person to sign and to convey proxies and to ensure that the proper ballots or other evidence of the right to vote attached to all the shares held by the Company shall be issued. Furthermore, the directors, from time to time, may determine the manner in which, and designate one (1) or more persons by whom, the rights to vote may or shall be exercised.

87.Legal or other proceedings. The President of the Company, any officer or any other person authorized by the directors or by the President of the Company shall be respectively authorized to commence any action, suit, application, proceeding of a civil, of a criminal or of an administrative nature or any other legal proceeding on behalf of the Company or to appear and to answer for the Company with respect to any writ, order or injunction, issued by any court of law or by any tribunal, with respect to any action, suit, application or other legal proceeding in which the Company shall be involved; to answer in the name of the Company with respect to any seizure by garnishment in which the Company shall be garnishee and to make any affidavit or sworn declaration relating to such garnishment or to any other legal proceeding to which the Company shall be made a party; to make demands or requests for assignment of property or applications or petitions for winding-up or sequestration orders against any debtor of the Company; to attend, and to vote at, any meeting of the creditors or of the debtors of the Company; to grant proxies and to take, with respect to such actions, suits, applications or other legal proceedings, any other action, act or deed or to make any other decision deemed to be in the best interests of the Company.

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88.Evidence of by-law. A copy of a by-law of the Company to which the seal of the Company has been affixed and which purports to have been signed by the President of the Company or by the Secretary thereof shall be admissible as against any shareholder of the Company as being, in itself, evidence of the by-law.

89.De facto officers or representatives. The actions, the acts or the deeds carried out by the officers or by the representatives shall not be voidable by reason only of the fact that the latter were incapable or that their appointment was irregularly made.

90.Resignation. Any officer or representative may resign from office by forwarding a letter of resignation to the head office of the Company by courier or by registered or certified mail. The resignation shall become effective upon receipt of the letter of resignation by the Company or at any later date specified therein. The resignation of an officer or of a representative may only take place subject to the provisions of any existing employment contract between him and the Company. However, the resignation shall not relieve the officer or the representative of the obligation of paying any debt owing by him to the Company before such resignation became effective. The officer or the representative shall be liable for any injury caused to the Company by his resignation if he submits it without a serious reason and at an inopportune moment.

91.Removal from office. The directors may remove from office any officer or representative of the Company and may choose the successor or the replacement of such person. Nevertheless, the removal from office of an officer or of a representative may only take place subject to the provisions of any existing employment contract between him and the Company. However, the Company shall be liable for any injury caused to the officer or to the representative by his removal from office without a serious reason and at an inopportune moment.

92.End of term of office. The term of office of an officer or of a representative shall end upon his death, his resignation, his removal from office, upon expiry of his term of office as officer or representative, if he is declared incapable by a court of law in another province, in another territory, in another state or in another country or political subdivision thereof, if he becomes an undischarged bankrupt, upon appointment of his successor or of his replacement, by the institution of a method of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.

E.EXECUTIVE COMMITTEE AND OTHER COMMITTEES

93.Appointment. The Board of Directors, if it is made up of more than six (6) directors, may create an Executive Committee made up of at least three (3) directors, provided it is authorized to do so by a by-law duly passed by the vote of at least two-thirds (2/3) in value of the shares represented by the shareholders in attendance at a special general meeting of the Company. The appointment of members of the Executive Committee shall normally take place at the meeting of the Board of Directors immediately following the annual general meeting of the shareholders.

94.Qualifications. The members of the Executive Committee of the Board of Directors shall be chosen from among the directors. A majority of the members of

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the Executive Committee need not be made up of resident Canadians or of residents of the Province of Quebec.

95.Powers. Subject to the restrictions contained in the by-law passed by the shareholders with respect to the Executive Committee and subject to other by-laws which may be passed from time to time by the directors, the Executive Committee shall exercise, under the control of the directors, all the powers of the directors with regard to the management and control of the business and of the affairs of the Company, except for the reserved powers and for those powers which require the approval of the shareholders. The Executive Committee shall report on its activities to the directors who may reverse or modify the decisions of the Executive Committee, subject to the rights of third parties. The Executive Committee shall consult with, and assist, the officers and the representatives in all the business and affairs concerning the Company and its management.

96.Meetings. The directors or any person appointed by them may call meetings of the Executive Committee at any time. These meetings shall be chaired by the Chairman of the Board of Directors, or, in his absence, by a chairman selected from among their number. The Secretary of the Company shall also act as the secretary of the Executive Committee, unless the Executive Committee decides otherwise. Written resolutions signed by all the members of the Executive Committee shall be as valid as if they had been passed at a meeting of the Executive Committee. A copy of these resolutions, once passed, shall be kept with the minutes of the proceedings of the Executive Committee. The rules applicable to meetings of the Board of Directors shall apply, with all necessary changes, to meetings of the Executive Committee. The quorum at meetings of the Executive Committee shall be a majority of the members of the Executive Committee.

97.Remuneration. Members of the Executive Committee shall be entitled for their services to the remuneration which the directors of the Company shall fix without having to pass a resolution to this end. Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to them in another capacity by the Company.

98.Indemnification. Members of the Executive Committee shall be entitled to be indemnified by the Company for fees and expenses incurred in the discharge of their duties. Such indemnification shall be made in accordance with the division of the present by-laws entitled “Protection of the Directors, of the Officers and of the Representatives”.

99.Other committees. The directors may also create other advisory committees which they deem necessary and appoint any person to serve thereon, whether or not such person be a director of the Company. The powers of these other committees shall be limited to those powers delegated to them by the directors and such other committees shall only have access to such information as the directors may determine. Members of these other committees shall be entitled for

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their services to the remuneration which the directors of the Company shall fix without having to pass a resolution to this end. They shall also be entitled to be compensated by the Company for fees and expenses incurred in the discharge of their duties. Such compensation shall be made in accordance with the Division of the present by-laws entitled “Protection of the Directors, of the Officers and of the Representatives”. The rules applicable to meetings of the Board of Directors shall apply, with all necessary changes, to meetings of these other committees. The quorum at meetings of each of these committees shall be a majority of the members of that committee.

100.Removal from office and replacement. The directors may remove from office any member of the Executive Committee or of any other committee. Despite the fact that the removal from office of a member of the Executive Committee shall have been carried out prematurely, without a serious reason and at an inopportune moment, the Company shall not be liable for any injury caused to the member of the Executive Committee. The directors may fill any vacancy which occurs on any committee at a meeting called for this purpose.

101.End of term of office. The term of office of a member of the Executive Committee or of any other committee of the Board of Directors shall end by reason of his death, of his resignation, of his removal from office by the directors, upon expiry of his term of office, if he is declared incapable by a court of law in another province, in another territory, in another state or in another country or political subdivision thereof, if he becomes an undischarged bankrupt, if he becomes disqualified from serving as a director or as a member of the Executive Committee or of another committee of the Board of Directors, upon appointment of his successor or of his replacement, by the institution of a method of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.

F.DIVISIONS

102.Creation. The directors may separate the activities of the Company into divisions according to such criteria (such as type of activity, geographical territory, etc.) and for such purposes as they may determine. They may also subdivide the activities of such divisions into subdivisions or consolidate these divisions or subdivisions according to such criteria as they may determine.

103.Management. The directors, or the President of the Company with the consent of the directors, may appoint one (1) or more persons to manage a division or a subdivision and may determine their powers, duties, terms of employment and remuneration. The persons managing such divisions or subdivisions of the Company shall not be officers of the Company by reason only of that fact.

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G.PROTECTION OF THE DIRECTORS, OF THE OFFICERS AND OF THE REPRESENTATIVES

104.Exclusion of liability vis-à-vis the Company and third parties. Except as otherwise provided in the Act or in the by-laws of the Company, no director or officer acting or having acted for or in the name of the Company shall be held liable, in this capacity or in his capacity as mandatary of the latter, whether it be to the Company or third parties, for the actions, the acts, the omissions, the decisions made or not made, the liabilities, the undertakings, the payments made, the receipts given or the discharges granted, the negligence or the faults of any other director, officer, employee, servant or representative of the Company. Among other things, no director or officer shall be held liable to the Company for any direct or indirect loss suffered by the latter for any reason whatsoever; more specifically, he shall not be held liable either for the insufficiency or the deficiency of title to any property acquired by the Company, or for or on its behalf, or for the insufficiency or the deficiency of any security or debt instrument in or by which any of the funds or of the assets of the Company shall be or have been placed or invested or yet for any loss or damage resulting from the bankruptcy, from the insolvency or from the delictual action, act or deed of any person, including any person with whom or with which funds, shares, assets or negotiable instruments shall be or have been placed or deposited. Furthermore, the directors or the officers shall not be held liable vis-à-vis the Company for any loss, conversion of property, misappropriation, embezzlement or any other damage resulting from any dealings with respect to any funds, assets or shares or for any other loss, damage or misfortune whatsoever which may occur in the discharge of, or in relation to the discharge of, their duties unless the same shall occur owing to their failure to discharge the duties of their office prudently, diligently, honestly and faithfully in the best interests of the Company or owing to the fact that the directors or the officers shall have placed themselves in a position of conflict of interest between their personal interest and that of the Company. None of the above shall be interpreted in such a way as to relieve a director or an officer of his duty to act in accordance with the Act and with its Regulations or of his joint or several liability for any breach thereof, in particular in the event of a breach of the specific provisions of the Act or of its Regulations. Moreover, the directors or the officers shall not be held individually or personally liable to third parties for the duration of their term of office in respect of a contract, a decision made, an undertaking or a transaction, whether or not concluded, or with respect to bills of exchange, to promissory notes or to cheques drawn, accepted or endorsed, to the extent that they are acting or they acted in the name, or on behalf, of the Company, in the ordinary course of the performance of the powers which they have received, unless they acted prior to the constitution of the Company and unless their actions, their acts or their deeds have not been ratified by the Company within the time limit prescribed by the Act after its constitution.

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105.Right to indemnification. The Company shall indemnify its directors, its officers or its representatives in respect of all costs or expenses reasonably incurred by them in connection with the defence of an action, of a suit, of an application, of a proceeding of a civil, of a criminal or of an administrative nature or of any other legal proceeding to which one (1) or more of them were parties by reason of their duties or of their office, whether this action, this suit, this application or this legal proceeding was commenced by or on behalf of the Company or by a third party. Reasonable costs or expenses shall include, in particular, all damages or fines arising from the actions, from the acts or from the deeds done by the directors, by the officers or by the representatives in the discharge of their duties as well as all amounts paid to settle an action or to satisfy a judgment. The right to compensation shall exist only to the extent that the directors, the officers or the representatives were substantially successful on the merits in their defence of the action, of the suit, of the application or of the legal proceeding, that they acted prudently, diligently, honestly and faithfully in the best interests of the Company, that they did not place themselves in a position of conflict of interest between their personal interest and that of the Company, and, in the case of an action, of a suit, of an application or of a proceeding of a criminal or of an administrative nature leading to the imposition of a fine, to the extent that they had reasonable grounds for believing that their conduct was lawful or to the extent that they were acquitted or freed. The Company shall assume these liabilities in respect of any person who acts or acted at its request as a director, as an officer or as a representative of a body corporate of which the Company is or was a shareholder or a creditor. As the case may be, this indemnification shall be paid to the heirs, legatees, liquidators, transferees, mandataries, legal representatives, successors, assigns or rightful claimants of the directors, of the officers or of the representatives, in accordance with paragraph 109 below.

106.Legal action by third party. Where an action, a suit, an application or a proceeding of a civil, of a criminal or of an administrative nature is commenced by a third party against one (1) or more of the directors, of the officers or of the representatives of the Company for one (1) or more actions, acts or deeds done in the discharge of their duties, the Company shall assume the defence of its mandatary.

107.Legal action by the Company. Where an action, a suit, an application or a proceeding of a civil, of a criminal or of an administrative nature is commenced by the Company against one (1) or more of its directors, of its officers or of its representatives for one (1) or more actions, acts or deeds done in the discharge of their duties, the Company may indemnify the directors, the officers or the representatives if it loses its case and if a court of law or a tribunal so orders. If the Company wins its case only in part, the court of law or the tribunal may determine the amount of the costs or of the expenses which the Company shall assume.

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108.Liability insurance. The Company may purchase and maintain insurance for the benefit of its directors, of its officers, of its representatives, of their predecessors as well as of their heirs, legatees, liquidators, transferees, mandataries, legal representatives, successors, assigns or rightful claimants covering any liability incurred by them by reason of their acting or having acted as a director, as an officer or as a representative of the Company or, at the request of the latter, of a body corporate of which the Company is or was a shareholder or a creditor. However, this insurance may cover neither the liability arising from the failure of the insured to act prudently, diligently, honestly and faithfully in the best interests of the Company, nor the liability arising from a fault or from a personal offence severable from the discharge of their duties or the liability arising from the fact that the insured shall have placed themselves in a position of conflict of interest between their personal interest and that of the Company.

109.Indemnification after end of term of office. The indemnification provided for in the preceding paragraphs may be obtained even after the person has ceased to hold the office of director, of officer or of representative of the Company or, as the case may be, of a body corporate of which the Company is or was a shareholder or a creditor. In the event of death, the compensation may be paid to the heirs, legatees, liquidators, transferees, mandataries, legal representatives, successors, assigns or rightful claimants of such person. Such compensation may also be combined with any other recourse which the director, the officer, the representative, one (1) of his predecessors as well as his heirs, legatees, liquidators, transferees, mandataries, legal representatives, successors, assigns or rightful claimants may have.

110.Determination of conditions precedent to indemnification. In the event that a court of law or a tribunal has not made a finding on the matter, the compliance or the non-compliance of the conduct of a director, of an officer or of a representative with the standards of conduct set out in paragraph 105 above, or the question of whether a case was won in part or whether a person was substantially successful on the merits in his defence of the action, of the suit, of the application or of the legal proceeding shall be determined in the following manner:

(a)by a majority vote of the directors who are not parties to such action, suit, application or legal proceeding, if a quorum exists; or

(b)by way of opinion from an independent legal counsel if such a quorum of the directors cannot be attained, or, even if attained, if a quorum of the directors who are not parties to such action, suit, application or legal proceeding so decides; or, failing the above,

(c)by decision of the majority of the shareholders of the Company.

111.Place of action. The powers and the duties of the Company with respect to the indemnification of any director, officer or representative shall apply regardless of the place where the action, the suit, the application or the legal proceeding shall have been filed.

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4.SHAREHOLDERS

A.SHARES

112.Allotment and issue of shares. Unless otherwise provided in the Act, in the articles, in the by-laws or in a unanimous shareholder agreement, the directors, by way of resolution, may accept subscriptions for shares, allot or issue shares of the share capital of the Company at such times, on such terms and conditions, to such persons and for such consideration as they see fit, provided that no share of the Company may be issued for a consideration other than money which is of a lesser value than that which the Company could have received if the shares had been issued for money or they may otherwise dispose thereof or alienate them in favour of any person for a consideration which shall not contravene the Act, the articles, the by-laws or the unanimous shareholder agreement.

113.Commission. The directors may authorize the Company to pay a reasonable commission to a person in consideration of his purchasing or agreeing to purchase shares of the Company, directly from the Company or from any other person, or of his procuring or agreeing to procure purchasers for any such shares.

114.Joint shareholders. Where two (2) or more persons are registered as joint shareholders in the share register of the Company, any one (1) of them may give receipts and grant discharges in respect of any dividends, payments of capital, of interest and/or payment of the redemption price or other payments with regard to the shares held jointly. In such cases, the joint shareholder who acts shall be deemed to have been appointed manager by the other joint shareholder or shareholders.

115.New shareholder. Any person who, by operation of the Act, by transfer or by any other means, becomes a shareholder of the Company shall be bound by any notice or document relating thereto, if such notice or document was duly sent to the name and address of the person from whom or from which he acquired his title to such shares, prior to the new shareholder registering the shares.

B.SHARE CERTIFICATES

116.Right to a certificate. Each shareholder, at its option, shall be entitled either to a share certificate representing the shares which he holds in the Company or to an irrevocable acknowledgement in writing of his right to obtain a share certificate of the Company, detailing the number, the class and the series of shares which he holds as indicated in the share register. Such certificate shall be in a form approved by the directors.

117.Signing of certificates. Share certificates representing the share capital of the Company shall be signed manually by, or on behalf of, at least one (1) of the directors or officers of the Company or by, or on behalf of, one (1) of its transfer agents or branch transfer agents.

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118.Additional signatures. The directors may determine any additional signatures which may be required on the certificates representing the shares of the Company. Such signatures may be printed or mechanically reproduced, even if the signatories have ceased to hold office.

119.Joint holders. The Company shall not be required to issue more than one (1) certificate in respect of shares held jointly by several persons. In the event of a jointly-held share, delivery of the certificate to one (1) of the joint holders shall constitute sufficient delivery to all.

120.Whole text. The Company shall provide shareholders, at their request and free of charge, with the whole text of the preferred or special rights, conditions and limitations attaching to shares issued by the Company. A summary of the preferred or special rights, conditions and limitations attaching to shares shall appear on each share certificate.

121.Evidence. In a legal action with regard to shares, unless specifically denied in the pleadings, the signatures on the share certificates shall be admissible without the necessity of adducing further evidence. The certificate in itself shall be evidence that the shareholder is entitled to the shares referred to therein.

122.Replacement of certificates. If a share certificate has been damaged, lost or destroyed, it shall be replaced upon payment of a fee not exceeding twenty-five cents (25¢), provided that:

(a)the shareholder’s request has been made to the Company before the latter has been notified of the acquisition of this certificate by a purchaser acting in good faith;

(b)the shareholder has provided the Company with a sufficient bond; and

(c)the shareholder has satisfied any other reasonable requirements which the directors, the President or the Secretary of the Company may determine.

123.Share warrants. Subject to the Act and to the articles, the Company, with respect to any fully paid-up shares, may issue, under its seal, a share warrant stating that the bearer of the share warrant is entitled to the share or shares therein specified; the Company may also provide, by way of coupons or otherwise, for the payment of the future dividends on the share or shares included in this warrant. This warrant shall entitle the bearer thereof to the share or shares specified therein and such share or shares may be transferred by delivery of the warrant. Subject to the Act or to its Regulations, the bearer of a share warrant shall be entitled, upon surrendering it for cancellation, to have his name entered as a shareholder in the Book of the Company and the latter shall be held liable for any damage suffered by any person by reason of its entering in the Book of the Company the name of the bearer of a share warrant in respect of the share or shares specified therein without this share warrant having been surrendered to him and cancelled. The

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bearer of a share warrant, if the by-laws of the Company so provide, may be considered to be a shareholder of the Company either absolutely or for any purposes defined by the by-laws. Upon the issue of a share warrant for one (1) or more shares, the Company shall strike off its books the name of the shareholder registered therein as holding such share or shares, as if he had ceased to be a shareholder, and shall enter in its register the following particulars:

(a)the fact of the issue of the share warrant;

(b)a statement indicting the number of shares included in the warrant; and

(c)the date of the issue of the warrant.

Until the share warrant is surrendered, the above particulars shall be deemed to be the particulars required by the Act to be entered in the books of the Company in respect of such share or shares; and, upon the surrender of such share warrant, the date of such surrender shall be entered in the same manner as would the date on which a person ceased to be a shareholder. Unless the bearer of a share warrant is entitled to attend, and to vote at, general meetings, the share or shares represented by such share warrant shall not be counted as part of the share capital of the Company for the purposes of a general meeting.

C.TRANSFER OF SHARES

124.Share and transfer registers. The directors shall determine the place within the Province of Quebec where the Company shall keep a central transfer register, and failing such a decision, this register shall be kept at the head office of the Company. The directors may also determine one (1) or more places, within or outside the Province of Quebec, where branch transfer registers shall or may be kept. The central and branch transfer registers shall be kept by the Secretary of the Company or by the mandataries designated by the directors.

125.Transfer agents. The directors may appoint as mandataries one (1) or more transfer agents for the purpose of holding a central share register or, as the case may be, branch transfer registers. The directors may also pass by-laws concerning such transfers of shares. The transfer agent shall keep the registers required for the recording of any transaction of shares. All share certificates which a transfer agent shall issue after his appointment shall bear his signature and such certificates shall only be valid if he countersigns them. The directors shall have the power to remove the transfer agents whom they have appointed. However, the Company shall be held liable for any injury caused to the transfer agents by their removal without a serious reason and at an inopportune moment.

126.Transfers of shares. Subject to the Act, a transfer of shares shall be subject to the restrictions contained in the articles and in the by-laws of the Company and, as the case may be, in any unanimous shareholder agreement. All transfers of shares of the share capital of the Company and all details relating thereto shall be recorded in the central share register or in the branch transfer registers of the Company. However, no transfer of shares shall be validly entered in one (1) of these registers of the Company or authorized to be entered therein unless the

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certificate representing the shares to be transferred shall have been returned to the Secretary of the Company for cancellation. The Secretary shall inscribe the word “cancelled” as well as the date of cancellation on any certificate returned to him. Unless the shares are listed on a recognized stock exchange, the directors may refuse to register any transfer of shares belonging to a shareholder who owes money to the Company. No share which has not been paid-up in full may be transferred without the consent of the directors. No share on which the balance of the issue price has become due because of a call for payment may be transferred so long as such balance has not been paid-up in full.

127.Deceased shareholder. In the event of the death of the holder or of one (1) of the joint holders of any share of the Company, the Company shall neither modify the share register or the transfer register nor pay any dividend or make any other distribution relating to the share in question unless all the documents which may be required by the Act shall have been submitted and all reasonable requirements imposed by the Company or by its transfer agents shall have been satisfied.

D.DIVIDENDS

128.Declaration and payment. Subject to the Act and unless otherwise provided in a unanimous shareholder agreement and subject to it being established that the Company is or will be able to discharge its liabilities when due and that the book value of its assets will not be less than the sum of its liabilities and of its issued and paid-up share capital account, the directors may declare and pay dividends to the shareholders according to their respective rights and interests in the Company. The directors shall not be compelled to make any distribution of the profits of the Company; thus they may create a reserve fund for the payment of dividends or set aside such profits in whole or in part in order to keep them as a reserve fund of any kind. From the dividends payable with respect to a share which is not fully paid-up shall be deducted the amount of any balance remaining due on such share. The directors shall deduct from any dividend payable to a shareholder any amount which he owes to the Company because of a call for payment or for any other reason. Such dividends may be paid in specie, in property or by the issue of fully or partially paid-up shares of the Company.

129.Payment. Unless the holder otherwise indicates, a dividend payable in specie shall be paid by cheque to the order of the registered holder of the shares of the class in respect of which a dividend has been declared and shall be delivered or mailed by prepaid ordinary mail to such registered holder to or at the address appearing at that time in the registers of the Company. In the case of joint holders, unless such joint holders otherwise direct, the cheque shall be made payable to the order of all of such joint holders and be delivered or mailed to them to or at the address of one (1) of them appearing at that time in the registers of the Company. The mailing of such cheque as aforesaid, unless the same is not paid upon due presentation, shall satisfy all claims and discharge the Company of its liability for the dividend to the extent of the amount of the cheque. In the event of non-receipt of the dividend cheque by the person to whom it was delivered or mailed as

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aforesaid, the Company shall issue to such person a replacement cheque for the same amount on such terms as determined by the directors.

130.Unclaimed dividend. The right to any dividend unclaimed after a period of three (3) years from its declaration date shall be lost and the dividend shall revert to the Company.

131.Joint shareholders. Where two (2) or more persons are registered as joint shareholders in the Book of the Company, each of the shareholders may grant a valid discharge in respect of the payment of any dividend. In such a case, the shareholder who acts shall be deemed to have been appointed manager by the other joint shareholder or shareholders.

132.Set-off. The directors, in their discretion, may apply, in whole or in part, any amount of dividend declared payable to a shareholder to set off any debt owed by the shareholder to the Company.

E.NOTICES AND INFORMATION TO SHAREHOLDERS

133.Notices to shareholders. Subject to the provisions of paragraphs 138, 139 and 142 below, the notices or the documents required by the Act, its regulations, by the articles, by the by-laws of the Company or by a unanimous shareholder agreement to be sent to the shareholders may be sent by registered or by certified mail or delivered in person to the shareholders, to or at the address indicated at that time in the Book of the Company or in the registers of its transfer agent. Where two (2) or more persons hold shares jointly, the notices or the documents shall be sent to one (1) of the persons entered as joint shareholders in the Book of the Company and this shall constitute sufficient notice with respect to the other joint shareholder or shareholders unless the joint shareholders have appointed a manager. Receipt by a shareholder of a notice or of a document sent by registered or by certified mail shall be deemed to have taken place at the time when, according to the ordinary course of mail delivery, the registered or certified letter containing such notice or document should have been received. In order to prove receipt of such notices or documents and the date thereof, it shall be sufficient to establish that the letter was registered or certified, that it was properly addressed and that it was deposited at a post office, as well as the date on which it was so deposited and the time which was required for its delivery in the ordinary course of mail delivery or, if the letter was delivered in person, it shall be sufficient to produce a dated acknowledgement of receipt bearing the signature of the shareholder.

134.Addresses of shareholders. The Company may consider the holder of the shares who is registered in the share register of the Company as being the only person entitled to receive the notices or the documents required to be sent to the shareholders. The sending of any notice or document to such person, in accordance with paragraph 133 above, shall constitute sufficient notice to the heirs, legatees, liquidators, transferees, mandataries, legal representatives or

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assigns of the shareholder. Each shareholder shall provide the Company with an address where the notices or the documents shall be sent to him or left for him, failing which he shall be deemed to have waived his right to receive such notices or documents.

135.Untraceable shareholder. The Company shall not be obliged to send the notices or the documents required by the Act, by its Regulations, by the articles, by the by-laws of the Company or by a unanimous shareholder agreement to be sent to the shareholders where previous notices or documents have been returned to it on more than three (3) consecutive occasions, unless the untraceable shareholder has notified the Company in writing of his new address.

136.Notice of record date. Where a record date has been set by the directors, notice thereof shall be given, not less than thirty (30) days before the date so set, by advertisement in a newspaper published or distributed in the place where the Company has its head office and in each place in the Province of Quebec where it has a transfer agent or where a transfer of its shares may be recorded and, in writing, to each stock exchange in Canada on which the shares of the Company are listed for trading, unless each shareholder of the class or of the series in question whose name or the name of which is entered in the register of the shareholders at the close of business on the day which the directors have set as the record date has waived notice thereof in writing.

F.MEETINGS OF THE SHAREHOLDERS

137.Annual general meetings. Annual general meetings of the shareholders of the Company shall be held within four (4) months following the end of the financial year of the Company. If the Company carries on business outside the Province of Quebec, the directors, by way of resolution, may extend this period to no more than six (6) months. The directors shall determine the place, the date and the time of any annual general meeting. At such meetings, the shareholders shall convene to receive and to take notice of the financial statements of the Company and, as the case may be, of the auditor’s report, to elect directors and to fix, or to authorize the directors to fix, their remuneration, to appoint one (1) or more auditors or to pass a resolution deciding not to appoint any and to take notice of, and to decide on, any other matter which the annual general meeting may legally consider. The annual general meetings may be called by the President of the Company or by any director in accordance with the following paragraphs.

138.Special general meetings. Special general meetings of the shareholders may be called at any time by the Chairman of the Board of Directors, by the President of the Company, by the General Manager or by two (2) directors by way of a notice of meeting sent at least ten (10) clear juridical days prior to such meeting. A special general meeting of the shareholders may also be called by any means at least two (2) days before such meeting, if, in the directors’ opinion, it is urgent that a meeting be held.

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139.Calling by shareholders. A special general meeting of the shareholders shall be called at the request of shareholders who, on the date of the filing of the request, hold at least one-tenth (1/10) of the issued shares of the classes entitled to vote at the meeting so requested. Such request shall set out, in general terms, the business to be discussed at the meeting so requested, be signed by the petitioners and be filed at the head office of the Company. Upon receipt of such a request, it shall be incumbent on the President of the Company or on the Secretary to call the meeting in accordance with the by-laws of the Company. If they fail to do so, any director may call such a meeting. Finally, if the meeting is not called within twenty-one (21) days of the date upon which the request was filed at the head office of the Company, one (1) or more shareholders, whether or not they be signatories thereof, holding at least one-tenth (1/10) in value of the issued shares of the Company, may call this special general meeting themselves.

140.Meetings in the Province of Quebec. Subject to the articles and to any unanimous shareholder agreement, the meetings of the shareholders shall be held at the head office of the Company or at any other place in the Province of Quebec designated by the directors. The meetings may be held validly within the territorial limits of the Province of Quebec on land, at sea or in the air. Meetings held by way of written resolutions in lieu of meetings shall be deemed to have been held in the Province of Quebec at the head office of the Company.

141.Meetings outside the Province of Quebec. The meetings of the shareholders, with the unanimous consent of the shareholders entitled to attend, and to vote at, such meetings, may be held outside the Province of Quebec. Where a meeting of the shareholders is held outside the Province of Quebec, the shareholders who are not in attendance or represented by proxy and who, in writing, have waived notice of the calling of the meeting or who have agreed to the holding of the meeting shall be deemed to have agreed to its being held at that place outside the Province of Quebec. Any business which may be transacted at a meeting of the shareholders may be transacted at such a meeting.

142.Notice of meeting. A notice of the calling of any meeting of the shareholders shall be sent to each shareholder entitled to vote thereat. This notice shall be sent by mail, by telegram or by courier to his last-known address, as indicated in the Book of the Company, at least thirty (30) clear juridical days prior to the date set for the meeting. If the address of any shareholder does not appear in the Book of the Company, the notice may be delivered by courier or by mail to the address where, in the opinion of the sender, it shall be most likely to be promptly received by this shareholder. It shall not be necessary to give notice of the calling of a meeting in the case of the reconvening of an adjourned meeting of the shareholders.

143.Contents of notice. Any notice of the calling of a meeting of the Company shall indicate the place, the date and the time of the meeting. The notice of the calling of an annual general meeting need not necessarily specify the purposes of the meeting, unless the meeting be called to pass or to confirm a by-law or to decide

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on any other matter which ordinarily would be submitted to a special general meeting of the shareholders. The notice of the calling of a special general meeting shall refer, in general terms, to any item placed on the agenda which must be settled at this meeting. The notice of the calling of a meeting may be signed manually or may contain a mechanically-reproduced signature.

144.Waiver of notice. A meeting of the shareholders may be held validly at any time and for any purpose without the notice required by the Act or by the by-laws, if all the shareholders entitled to vote at the meeting waive notice of the meeting in any manner whatsoever. This waiver of the notice of the meeting may take place before, during or after the holding of the meeting. Moreover, the attendance of a shareholder or of any other person entitled to attend such meeting shall constitute a waiver on his part of notice of the meeting, unless he indicates that he is attending for the express purpose of objecting to the proceedings because, among other reasons, the meeting was not validly called. The signing, by any of the aforementioned persons, of a resolution in lieu of a meeting shall also constitute a waiver of the notice on his part of the calling and of the holding of an actual meeting.

145.Irregularities. Irregularities affecting the notice of a meeting or the sending thereof, the accidental omission to give such notice or the non-receipt of the notice by a shareholder or by any other person entitled to attend the meeting in no way shall affect the validity of a meeting of the shareholders. Moreover, the accidental failure in the notice of a meeting to refer to one (1) or more of the matters to be submitted to such meeting, even though reference thereto is required, shall not prohibit the meeting from considering this matter unless it is prejudicial to a shareholder or unless there is a risk of his interests being injured. A certificate from the Secretary, from an officer or from another duly authorized representative of the Company shall constitute irrebuttable evidence of the sending of a notice of the meeting to the shareholders and shall be binding upon each of the shareholders.

146.Persons entitled to attend a meeting. The only persons entitled to attend a meeting of the shareholders shall be those entitled to vote thereat, the directors, the auditor of the Company and other persons who, pursuant to the Act, to the articles or to the by-laws of the Company, are entitled or required to attend a meeting of the shareholders. Any other person may be admitted to a meeting of the shareholders upon invitation of the chairman of the meeting or if a majority of the shareholders agrees thereto.

147.Quorum. Subject to the Act, to the articles, to the by-laws of the Company or to a unanimous shareholder agreement, the attendance, in person or by proxy, of a person holding or representing at least one (1) share issued by the Company and carrying the right to vote shall constitute a quorum at the meeting for the purpose of choosing a chairman of the meeting, as the case may be, and of pronouncing the adjournment of the meeting. For any other purpose, a quorum at a meeting of the shareholders shall be attained, no matter how many persons are actually in

40

attendance when, at least fifteen (15) minutes after the time set for the meeting, the shareholders representing a majority of the votes are in attendance, in person or represented by proxy. Where a quorum is attained at the opening of a meeting of the shareholders, the shareholders attending the meeting in person or represented by proxy may proceed with the business of the meeting notwithstanding the fact that the quorum is not maintained throughout the entire meeting. Where the Company only has one (1) shareholder or where only one (1) holder of a class of shares entitled to vote attends the meeting, the attendance of this shareholder in person or represented by proxy shall constitute the quorum at the meeting for any purpose.

148.Adjournment. A shareholder attending a meeting in person or represented by proxy and constituting a quorum for the purposes of adjourning a meeting may adjourn any meeting of the shareholders. The chairman of the meeting, with the consent of the shareholders attending the meeting in person or represented by proxy and entitled to vote, may adjourn any meeting of the shareholders to a specified place, date and time if he deems it appropriate. Notice of the adjournment of a meeting to a date less than thirty (30) days later shall be given by an announcement made before the latter is adjourned. If a meeting of the shareholders is adjourned one (1) or more times for a total of thirty (30) days or more, notice of the adjournment of such meeting shall be given in the same manner as the notice of the original meeting. In the event that a meeting is held according to the terms of the adjournment, it may validly consider any matter provided that a quorum is attained. The persons who constituted the quorum at the original meeting shall not be required to constitute the quorum at the reconvening of the meeting. If a quorum is not attained at the reconvening of the meeting, the meeting shall be deemed to have ended immediately after adjournment thereof.

149.Chairman and secretary. The meetings of the shareholders shall be chaired by the President of the Company or, failing him, by any Vice-President. The Secretary of the Company shall act as the secretary at meetings of the shareholders. In the absence of these persons, the shareholders attending the meeting shall designate any person to act as chairman or secretary of the meeting. It shall not be necessary to appoint a chairman and a secretary in the event of an adjournment.

150.Procedure. The chairman of a meeting of the shareholders shall be responsible for the proper conduct of the meeting, shall submit to the shareholders the proposals which must be put to a vote and shall establish reasonable and impartial rules of procedure to be followed, subject to the Act, to the articles, to any unanimous shareholder agreement, to the by-laws of the Company and to the rules of procedure usually followed during deliberating assemblies. He shall decide on any matter including, but without restricting the generality of the foregoing, issues relating to the validity of proxies. His decisions shall be final and binding on the shareholders.

41

151.Meeting by way of electronic means. If authorized by the articles of the Company, all the shareholders, or one (1) or several shareholders with the consent of all the shareholders of the Company entitled to vote, whether this consent be given before, during or after the meeting, may participate in a meeting of the shareholders by way of electronic means, such as a telephone, enabling them to communicate simultaneously and instantaneously with the other shareholders or persons attending, or participating in, the meeting. In such cases, these shareholders shall be deemed to have attended the meeting and this meeting shall be deemed to have been held in the Province of Quebec. The shareholders attending a meeting held using such electronic means may decide on any matter which may be considered by a meeting of the shareholders. The Secretary of the Company shall keep minutes of such meetings and shall record any dissent therein. The statement by the chairman and by the secretary of the meeting so held to the effect that a shareholder participated in the meeting or agreed to the holding of the meeting shall be valid until proven otherwise. In the event of an interruption in the communication with one (1) or more shareholders, the meeting shall continue to be valid if a quorum is maintained. A shareholder who participates in the meeting by electronic means may not be represented by proxy.

152.Resolutions in lieu of meetings. Resolutions in writing, signed by all the shareholders entitled to vote on these resolutions at meetings of the shareholders, shall be as valid as if they had been passed at these meetings. A copy of these resolutions shall be kept with the minutes of these meetings.

G.RIGHT OF SHAREHOLDERS TO VOTE

153.General principle. Subject to the articles and to the by-laws of the Company, each shareholder shall be entitled to as many votes as he has shares which carry a right to vote at meetings of the shareholders. This right shall belong to the shareholders whose names appear in the share register on the record date, or, if no record date has been set, on the date of the notice of the meeting or, failing that, at the time of close of business on the eve of the date of notice, or, if no notice is given, on the date of the meeting. However, any shareholder in arrears in respect of a call for payment shall not be entitled to vote at a meeting of the shareholders.

154.Joint shareholders. Where two (2) or more persons hold shares jointly, one (1) of these persons attending a meeting of the shareholders or duly represented thereat, in the absence of the other or of the others, shall be entitled to vote with respect to these shares and, in such a case, shall be deemed to have been appointed manager by the other joint shareholder or shareholders. However, if several of these persons attend the meeting in person or represented by proxy and vote, they shall vote together as one (1) shareholder with respect to the shares which they hold jointly.

155.Shares held by an administrator of the property of another. Where a person, in his capacity as administrator of the property of another, holds shares for a

42

shareholder, this person or his proxyholder shall be entitled to vote at any meeting of the shareholders with respect to the shares so held if such shares are voting shares.

156.Voting by a show of hands and casting vote. Any question submitted to a meeting of the shareholders shall be decided by a vote by a show of hands, unless a ballot is requested or unless the chairman of the meeting prescribes another voting procedure. Proxyholders may vote by a show of hands unless they have received instructions to the contrary. The chairman of the meeting shall not be entitled to a second or casting vote in the event of a tie vote. At any meeting, a statement by the chairman of the meeting to the effect that a resolution has been passed or defeated unanimously or by a particular majority shall constitute conclusive evidence thereof without it being necessary to prove the number or the percentage of votes cast in favour of, or against, the proposal. Where one (1) or more shareholders participate in the meeting by way of electronic means, they shall express orally to the secretary of the meeting the manner in which they shall be exercising their vote.

157.Voting on behalf of a body corporate. The Company shall permit any individual authorized by a resolution of the board of directors or of the governing body of a body corporate which is one (1) of the shareholders of the Company to represent the body corporate at meetings of the shareholders of the Company. An individual so authorized may exercise, on behalf of the body corporate which he represents, all the powers which such person could exercise if it were an individual shareholder.

158.Ballot. Voting at a meeting of the shareholders shall be by ballot where a shareholder or a proxyholder entitled to vote at the meeting so requests. Each shareholder or proxyholder shall deliver to the scrutineer of the meeting a ballot on which he has written his name, that of the shareholder or those of the shareholders which he represents by proxy, as the case may be, the number of votes which he is entitled to cast and the manner in which he shall be casting those votes. Where one (1) or more shareholders participate in the meeting by way of electronic means, each of them shall express orally to the scrutineer his name, the number of votes which he is entitled to cast and the manner in which he shall be casting those votes. A vote by ballot may be requested before or after any vote by a show of hands. Such request may also be withdrawn before the ballot is taken. A vote by ballot shall take precedence over a vote by a show of hands.

159.Scrutineer. The chairman of a meeting of the shareholders may appoint one (1) or more persons, whether or not they be representatives or shareholders of the Company, to act as scrutineers at any meeting of the shareholders. Failing such an appointment, the secretary of the meeting shall act as the scrutineer.

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H.PROXIES

160.Proxies. Subject to paragraph 151 above, a shareholder entitled to vote at a meeting, by means of a proxy, may appoint a proxyholder as well as one (1) or more alternate proxyholders, who need not be shareholders, to attend the meeting and to act thereat within the limits set out in the proxy. The instrument in writing appointing a proxyholder shall be signed by the shareholder or by his mandatary authorized in writing. However, it shall not be necessary for the instrument in writing to be signed before witnesses. If the shareholder is a body corporate, any director of the body corporate may appoint a proxyholder and sign his proxy. A proxyholder may hold the proxies of several shareholders. A proxy shall be valid only at the meeting in respect of which it was given as well as at any reconvening thereof in the event of an adjournment. A proxy may be general in nature and may be in respect of the exercise of the sum of the rights attaching to the shares of the holder granting the proxy. Unless it be for a determined period, a proxy shall become null and void one (1) year after the date which it bears.

161.Form of proxy. The instrument in writing appointing a proxyholder may read as follows:

The undersigned,          , shareholder of , hereby appoints                , or, in his absence,                , as his mandatary for the purpose of attending the meeting of the shareholders to be held at                on the                day of                , 19  and any reconvening of this meeting, in the event of an adjournment, and for the purpose of acting on his behalf with the same authority as if the undersigned had attended in person the said meeting or its reconvening in the event of an adjournment.

Dated this                day of                 , 19   .

Signature of shareholder

162.Revocation. The instrument appointing a proxyholder shall revoke any prior instrument appointing another proxyholder. Such an instrument may be revoked by the filing, at the head office of the Company, before the end of the last juridical day preceding the meeting, or its reconvening in the event of an adjournment, of an instrument in writing signed by the shareholder or by his mandatary bearing a written authorization, by the filing thereof with the chairman of the meeting on the day of the meeting, or upon reconvening thereof in the event of an adjournment, or in any other manner permitted by law.

163.Filing of proxies. The directors may pass a by-law designating a place, other than that where a meeting of shareholders, or a reconvening thereof in the event of an adjournment, is to be held, where proxies shall be filed before the holding of the meeting. Such by-law may provide that any proxy so filed may be included in the vote as if it had been tendered at the meeting, or at a reconvening thereof in the event of an adjournment, and the votes cast in accordance with this by-law shall

44

be valid and counted. Subject to the passage of such by-law, the chairman of any meeting of the shareholders, in his sole discretion, may decide to accept as valid a written communication sent by telegram, by cable, by telex or by any other means with respect to the authorization of any person who claims to represent, and to vote in the name of, a shareholder, notwithstanding the fact that no proxy granting such authority has been filed with the Company. Any vote cast following the acceptance of such communication shall be valid and counted.

164.Deadline for filing. The directors, in the notice of the calling of a meeting of the shareholders, may specify a deadline for granting a proxy to a mandatary, which, excluding any non-juridical days, may not precede by more than forty-eight (48) hours the date of opening of the meeting, or of a reconvening thereof in the event of an adjournment.

I.AUDITOR OR ACCOUNTANT

165.Appointment of auditor. Subject to the provisions of the Act which enable one to dispense with the appointment of an auditor and subject to paragraph 170 below, the shareholders, by way of a resolution, at the first meeting of the shareholders and at each subsequent annual general meeting, shall appoint an auditor to serve until the close of the next annual general meeting. Failing the appointment of an auditor at a meeting, the incumbent auditor shall continue to serve until the appointment of his successor or of his replacement. The shareholders may also appoint more than one auditor.

166.Remuneration of auditor. The shareholders shall fix the remuneration of the auditor unless this power has been delegated to the directors.

167.Independence of auditor. The auditor shall be independent of the Company, of the directors and of the officers of the latter. A person shall be deemed not to be independent if he or his business partner is a business partner, a director, an officer or an employee of the Company, of any of the directors, of the officers or of the employees of the latter, or if he beneficially owns or controls, directly or indirectly, a material interest in the shares of the Company. The auditor shall resign as soon as he becomes aware that he no longer qualifies to serve as auditor.

168.End of term of auditor. The term of the auditor shall end upon his death, his resignation, his removal in accordance with paragraph 169 of the present by-laws, upon expiry of his term, if he is declared incapable by a court of law in another province, in another territory or in another country or political subdivision thereof, if he becomes an undischarged bankrupt, if he becomes disqualified from practising as an auditor in the province where the head office of the Company is located, upon appointment of his successor or of his replacement, by the institution of a method of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law. The resignation of the auditor shall take effect on the date on which written notice of his resignation is received by the Company or on any later date which is specified

45

therein. However, the auditor shall be liable for any injury caused to the Company by his resignation if he submits it without a serious reason and at an inopportune moment.

169.Removal of auditor. The auditor may be removed at any time by the shareholders of the Company at a special general meeting. However, the Company shall be liable for any injury caused to the auditor by his removal without a serious reason and at an inopportune moment. A vacancy created by the removal of the auditor may be filled by the shareholders at the meeting at which it was decided to remove him or, if the vacancy is not so filled by the shareholders, by the directors. Any other vacancy in the position of auditor shall be filled by the directors. The person appointed to replace the auditor shall hold the position for the unexpired term of his predecessor.

170.Expert Accountant. If the shareholders of the Company decide not to appoint an auditor by way of a resolution passed unanimously by all the shareholders, including those not otherwise entitled to vote, the directors may appoint an expert accountant to prepare the financial statements of the Company and to discharge such other duties as they may determine. The directors shall also fix the remuneration of the accountant without having to pass a resolution to this end and they shall fill any vacancy which may occur in the position of the expert accountant.

171.End of term of the expert accountant. The term of the expert accountant shall end upon his death, his resignation, his removal by the directors, upon expiry of his term, if he is declared incapable by a court of law in another province, in another territory or in another country or political subdivision thereof, if he becomes an undischarged bankrupt, if he becomes disqualified from practising as an accountant in the province where the head office of the Company is located, upon appointment of his successor or of his replacement, by the institution of a method of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law. The resignation of the accountant shall take effect on the date on which written notice of his resignation is received by the Company or on any later date which is specified therein. However, the accountant shall be liable for any injury caused to the Company by his resignation if he submits it without a serious reason and at an inopportune moment.

172.Audit Committee. The directors may create an Audit Committee made up of not less than three (3) directors of the Company, a majority of whom shall be made up of persons who are neither officers nor employees of the Company or of bodies corporate which are shareholders of the Company and which control it. Each member of the Audit Committee shall hold office until he is replaced by the directors or, as the case may be, until he ceases to be a director. The directors may fill any vacancy on the Audit Committee.

173.Duty of Audit Committee. The Audit Committee shall review the financial statements of the Company before their approval according to the Act. It shall

46

also receive notification of any errors or misstatements contained in financial statements of the Company which have been the subject of a report by the auditor or by one (1) of his predecessors. Any director or officer of the Company shall notify the Audit Committee forthwith of any errors or misstatements of which he becomes aware in financial statements which have been the subject of a report by the auditor or by one (1) of his predecessors.

174.Meetings of Audit Committee. Meetings of the Audit Committee shall be subject, with all necessary changes, to the rules and to the procedures which govern the meetings of the Board of Directors.

By-law Number 1 passed by the Board of Directors and ratified by the sole shareholder of the Company this 29^th day of March, 1994.

(signed)

President and/or Secretary

47

BY-LAW NUMBER 2

being the

GENERAL BORROWING BY-LAW OF

9003-9702 QUÉBEC INC.

The following general borrowing by-law of the Company, also referred to as By-law Number 2, which authorizes the directors to borrow money upon the credit of the Company, has been passed by a resolution of the directors and confirmed by a resolution of the shareholders, in accordance with the Companies Act, R.S.Q., c. C-38.

1.In addition to the powers conferred on the directors by the articles and without restricting the generality of the powers conferred on the directors by sections 77 of the Companies Act, the directors, if they see fit, and without having to obtain the authorization of the shareholders, may:

(a)borrow money upon the credit of the Company;

(b)issue or reissue debentures or other securities of the Company and pledge or sell the same at such price or amount as shall be deemed appropriate;

c)guarantee on behalf of the Company the performance of an obligation for which another person is responsible, subject to establishing the fact that the Company can or will be able to pay its liabilities as and when they become due and that the book value of its assets will not be less than the aggregate of its liabilities and its issued and paid-up share capital account; and

(d)hypothecate the immovable and the movable or otherwise affect the movable property of the Company.

2.No provision shall limit or restrict the borrowing power of the Company on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Company.

3.The directors, by way of resolution, may delegate the powers conferred on them by paragraph 1 above to a director, to an Executive Committee, to a committee of the Board of Directors or to an officer of the Company.

4.The powers hereby conferred should be deemed to be supplementary to, and not in substitution of, any borrowing powers possessed by the directors or by the officers of the Company independently of a borrowing by-law.

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By-law Number 2, passed by the Board of Directors and ratified by the sole shareholder of the Company this 29^th day of March, 1994.

(signed)

President and/or Secretary

49

BY-LAW NUMBER 3

being the

BANKING BY-LAW OF

9003-9702 QUÉBEC INC.

The following banking by-law, also referred to as By-law Number 3, has been passed by a resolution of the directors and confirmed by a resolution of the shareholders, in accordance with the Companies Act, R.S.Q., c. C-38.

IT IS RESOLVED THAT:

1.The directors of the Company shall be authorized to borrow money from a bank or from a financial institution upon the credit of the Company, for the required amounts and by way of overdraft loan or otherwise.

2.All promissory notes or other negotiable instruments, including partial or complete renewals covering such loans as well as the agreed-upon interest accruing therefrom, given to the said bank or financial institution and signed in the name of the Company by the officers of the Company authorized to sign these negotiable instruments shall be binding on the Company.

3.The directors shall be authorized to grant a hypothec or a mortgage, even a floating hypothec or mortgage, on a universality of property, movable or immovable, present or future, corporeal or incorporeal, of the Company to secure the repayment of the loans contracted by the Company with the bank or with the financial institution or the performance of any other obligation assumed by the Company vis-à-vis the bank or the financial institution; and any hypothec or mortgage so granted and signed by the officer or by the officers authorized to sign negotiable instruments on behalf of the Company shall be binding on the Company.

4.All contracts, deeds, documents, concession and guarantees reasonably required by said bank or financial institution or by its legal advisers, for one of the purposes stated above, shall be executed, completed, and delivered by the duly authorized officers of the Company.

5.The present by-law shall remain in force until another by-law repealing it has been confirmed by the shareholders and until a copy thereof has been delivered to the said bank or financial institution.

50

By-law Number 3, passed by the Board of Directors and ratified by the sole shareholder of the Company this 29^th day of March, 1994.

(signed)

President and/or Secretary

51

BY-LAW NUMBER 1994-1

OF 9003-9702 QUÉBEC INC.

BY-LAW AMENDING THE JUDICIAL DISTRICT OF THE
HEAD OFFICE OF 9003-9702 QUÉBEC INC.

IT IS RESOLVED THAT:

1.The head office of the Company, situated in the Judicial District of Montreal, be transferred to the Judicial District of Laval, at the following address:

1600 St. Martin Blvd. E.

Tower B, Suite 280

Laval, Quebec

H7G 4S7

2.Richard Fortin, director and Vice-President, Finance and Secretary of the Company, be instructed and authorized to sign all documents, including articles of amendment and the amending declaration, necessary to give effect to this by-law.

3.The Board of Directors be authorized, in the best interests of the Company, to cancel this by-law before the Inspector General has issued the articles of amendment applied for, without obtaining new authorization from the shareholders.

ADOPTED AND APPROVED on October 20, 1994.

(signed)

Richard Fortin, Secretary

52

9003-9702 QUÉBEC INC.

BY-LAW NO. 1994-2

To repeal and replace section 93 of By-law Number 1 to henceforth read as follows:

“93. Appointment. The Board of Directors, if it is made up of more than six (6) directors, may elect an Executive Committee made up of at least three (3) directors, who shall be part of the Committee provided they remain directors until their removal from office or the election of their successor.  The appointment of members of the Executive Committee shall normally take place at the meeting of the Board of Directors immediately following the annual general meeting of the shareholders.”

PASSED by the Board on the 24^th day of November, 1994 and CONFIRMED by the sole shareholder on the 24^th day of November, 1994.

Alain Bouchard, President Richard Fortin, Secretary

53

9003-9702 QUÉBEC INC.

“BY-LAW NO. 1994-3”

PASSED on November 25, 1994

CHANGE OF CORPORATE NAME

The corporate name of the Company is amended as of the date hereof to DÉPAN-ESCOMPTE COUCHE-TARD INC. and one of the directors of the Company is authorized to sign the documents required for the said change of corporate name for and on behalf of the Company.

AND WE HAVE SIGNED:

Alain Bouchard	Richard Fortin
Jacques D’Amours	Réal Plourde

54

BY-LAW 2003-0

of

DÉPAN-ESCOMPTE COUCHE-TARD INC.

1.83.Signing of documents.Contracts, documents or instruments in writing requiring the signature of the Company may be signed by a person who is either a director or officer of the Company and all contracts, documents or instruments in writing so signed shall bind the Company without the necessity of any other authorization or formality. The directors may also authorize any other person to sign and to deliver on behalf of the Company all contracts, documents or instruments in writing and such authorization may be given by way of resolution in general or in specific terms.

2.THAT one (1) of the directors of the Company is and he is hereby authorized to do any thing and sign any documents which may be necessary or useful to give effect to the foregoing.

3.THAT the said by-law 2003-0, signed by the President and by the Secretary of the Company, be inserted in the minute book of the Company.

PASSED ON DECEMBER 10, 2003.

RATIFIED ON DECEMBER 10, 2003.

Alain Bouchard

President

Stéphane Gonthier

Secretary

55

EX-3.9

Exhibit 3.9

[LOGO]

COMMERCIALES CANADIENNES		CANADA BUSINESS CORPORATIONS ACT
FORMULE 1		FORM 1
STATUTS CONSTITUTIFS		ARTICLES OF INCORPORATION
(article 6)		(section 6)
1 — Dénomination sociale de la société		Name of Corporation
144969 CANADA INC.
2 — Lieu au Canada oú doit étre situé le siége social		The place in Canada where the registered office is to be situated
Montreal Urban Community, Quebec
3 — Catégories et tout nombre maximal d’actions que la société est autorisée à émettre		The classes and any maximum number of shares that the corporation is authorized to issue
See schedule “A” attached herewith
4 — Restrictions sur le transfert des actions, le cas échéant		Restrictions, if any, on share transfers
See schedule “B” attached herewith
5 — Nombre (ou nombre minimum et maximum) d’administrateurs		Number (or minimum and maximum number) of directors
Minimum 1	Maximum 10
6 — Restrictions imposees aux activités commerciales de la société		Restrictions if any on business the corporation may carry on
N/A
7 — Autres dispositions. le cas echéant		Other provisions if any
See schedule “C” attached herewith

— Fondateurs	Incorporators
Nom — Name	Adresse (code postal) Address (postal code)	Signature
Centre d’Etude Juridique C.E.J. Inc.	434, St. Pierre street Montreal, Quebec H2Y 2M5	/s/ [ILLEGIBLE]

L’USAGE DU MINISTERE SEULEMENT		FOR DEPARTMENTAL USE ONLY
de la société — Corporation No	194436 — 3	Deposee — Filed	7.6.85

SCHEDULE A

SHARE CAPITAL

The unlimited share capital of the corporation contains seven (7) classes of shares with the following rights, privileges, restrictions and conditions:

A)CLASS A SHARES:  The rights, privileges, restrictions and conditions attached to an unlimited number of class A shares, are as follows:

1)Dividends and participation.  Subject to the rights and privileges attached to other classes of shares, holders of class A shares shall have the right, pari passu with holders of class B shares:

a)to participate in the property, profits and surplus assets of the corporation, and for that purpose, to receive any dividend declared by the corporation, and

b)to receive the remaining property of the corporation upon dissolution.

2)Restriction.  In addition to the provisions of section 40 of the CANADA BUSINESS CORPORATIONS ACT, no dividend shall be paid on class A shares nor can such shares be acquired by the corporation which would result in the realizable value of the net assets of the corporation being insufficient to redeem class D and E shares.

3)Right to vote.  Holders of class A shares shall have the right to vote at any meeting of the shareholders of the corporation.  Each class A share confers one (1) vote, except at meetings at which only the holders of some other class of shares are entitled to vote.

4)Right to convert.  Subject to approval by the directors of the corporation and by the holders of the majority of outstanding class D shares, holders of class A shares shall have the right to convert at their discretion all or part of their class A shares into class D shares, at the rate of one (1) class D share for each class A share exchanged, the new class D share representing the same amount added to the stated capital account as that of the converted class A share.

Holders of class A shares who wish to convert their shares shall submit to the head office of the corporation or the office of its transfer agent a written notice indicating the number of class A shares they wish to convert.  Certificates representing class A shares submitted for conversion shall be attached to the notice

which shall bear the signature of the persons mentioned in the register of securities of the corporation as being the holders of the shares, or the signature of their duly authorized representatives.  Upon receipt of the above-mentioned notice and certificates, the corporation shall issue a certificate representing the class D shares resulting from the conversion.  In the event of partial conversion of class A shares represented by the certificates tendered, the corporation shall issue without charge a new certificate representing the class A shares which were not converted.

On the date of conversion, the converted class A shares shall automatically become class D shares, and the corporation shall modify its stated capital account for class A and D shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

B)CLASS B SHARES:  The rights, privileges, restrictions and conditions attached to an unlimited number of class B shares, are as follows:

1)Dividends and participation.  Subject to the rights and privileges attached to other classes of shares, holders of class B shares shall have the right, pari passu with holders of class A shares:

a)to participate in the property, profits and surplus assets of the corporation, and for that purpose, to receive any dividend declared by the corporation, and

b)to receive the remaining property of the corporation upon dissolution.

2)Restriction.  In addition to the provisions of section 40 of the CANADA BUSINESS CORPORATIONS ACT, no dividend shall be paid on class B shares nor can such shares be acquired by the corporation which would result in the realizable value of the net assets of the corporation being insufficient to redeem class D and E shares.

3)Right to vote.  Holders of class B shares shall have the right to vote at any meeting of the shareholders of the corporation.  Each class B share confers one (1) vote, except at meetings at which only the holders of some other class of shares are entitled to vote.

C)CLASS C SHARES:  The rights, privileges, restrictions and conditions attached to an unlimited number of class C shares, are as follows:

2

1)Dividends and participation.  Holders of class C shares shall not participate in the profits and surplus assets of the corporation and, for that purpose, shall not have a right to any dividend declared by the corporation.

2)Reimbursement.  In the event the property of the corporation should be distributed following its dissolution, voluntary or forced liquidation or otherwise, holders of class C shares shall have the right, prior to the holders of all other classes of shares, to be reimbursed the amount added to the stated capital account for class C shares.

3)Right to vote.  Holders of class C shares shall have the right to vote at any meeting of shareholders of the corporation.  Each class C share confers one (1) vote, except at meetings at which only the holders of some other class of shares are entitled to vote.

4)Automatic redemption.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation shall automatically redeem all class C shares held by one of its shareholders upon his death.  Within thirty (30) days following the date of such death, the corporation shall pay to the executors or legal representatives of the deceased a price equal to the amount added to the stated capital account for these shares, subject to the corporation receiving the certificates representing the redeemed shares.

On the date of redemption, the redeemed class C shares shall be cancelled, and the corporation shall reduce its stated capital account for class C shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

5)Right to purchase.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation may, at any time, without notice and without regard to other classes of shares, purchase all or part of the outstanding class C shares at a price agreed to by the corporation and the holder of the class C shares being purchased.

On the date of purchase, the purchased class C shares shall automatically be cancelled, and the corporation shall reduce its stated capital account for class C shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

D)CLASS D SHARES:  The rights, privileges, restrictions and conditions attached to an unlimited number of class D shares, are as follows:

3

1)Dividends.  Holders of class D shares shall have the right to receive, prior to holders of class A, B, E, F and G shares, out of the funds applicable to the payment of dividends, as and when such dividends are declared, a monthly, preferential, non-cumulative dividend of one per cent (1%) per month on the redemption value of class D shares, as defined in subsection (5) hereunder.  Such dividend shall not be declared for more than one month at a time and shall be payable from the date, at the time and in the manner which may be determined by the directors.

2)Reimbursement.  In the event the property of the corporation should be distributed following its dissolution, voluntary or forced liquidation or otherwise, holders of class D shares shall have the right, prior to holders of class A, B, E, F and G shares, but after holders of class C shares, to be reimbursed the redemption value of class D shares as defined in subsection (5) hereunder, plus the amount of any declared unpaid dividends on class D shares.

3)Additional participation.  Holders of class D shares shall not otherwise participate in the profits or surplus assets of the corporation.

4)Right to vote.  Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT, holders of class D shares shall not be entitled, as class D shareholders only, to vote at any meeting of shareholders of the corporation, nor to attend same and to receive a notice thereof.

5)Right to redeem.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, class D shares shall be redeemed by the corporation at any time upon written demand from the holders of class D shares, at a price equal to the amount added to the stated capital account for these shares, plus a premium equal to the difference between the amount added to the stated capital account for these shares and the fair market value of class A shares on the date of conversion into class D shares.

Such a price of redemption shall be considered as the redemption value of class D shares and the corporation shall, in addition, remit to holders of class D shares so redeemed, the amount of the declared unpaid dividends on these shares, as the case may be.  The amount of the above-mentioned premium shall be determined by the corporation and the holders of class D shares on the basis of the fair market value of class A shares on the date of conversion into class D shares.

In the event the federal and/or provincial Revenue Departments should attribute to these class A shares a fair market value different from that determined by the aforementioned persons, the departmental evaluations of the fair market value of class A shares on the date of conversion shall be conclusive and the

4

amount of the premium shall be reduced or increased consequently, provided that the corporation and holders of class D shares have an opportunity to contest the validity of such departmental evaluations with the departments or before the Courts, and provided that should there be a discrepancy between the provincial and federal evaluations, the above adjustment shall be based on the lowest evaluation determined following an unquestioned assessment or a final Court decision, as the case may be.

On the date of redemption, class D shares redeemed with the agreement of their holders shall be cancelled, and the corporation shall reduce its stated capital account for class D shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

6)Right to purchase.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation may, at any time, without notice and without regard to other classes of shares, purchase all or part of the outstanding class D shares at a price agreed to by the corporation and the holder of the class D shares being purchased, which in no way shall exceed the aforementioned redemption price nor the realizable value of the net assets of the corporation.

On the date of purchase, the purchased class D shares shall automatically be cancelled, and the corporation shall reduce its stated capital account for class D shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

E)CLASS E SHARES:  The rights, privileges, restrictions and conditions attached to an unlimited number of class E shares are as follows:

1)Dividends.  Holders of class E shares shall have the right to receive, prior to holders of class A, B, F and G shares, but after holders of class D shares, out of the funds applicable to the payment of dividends, as and when such dividends are declared, a monthly, preferential, non-cumulative dividend of one per cent (1%) per month on the redemption value of class E shares, as defined in subsection (5) hereunder.  Such dividend shall not be declared for more than one month at a time and shall be payable from the date, at the time and in the manner which may be determined by the directors.

2)Reimbursement.  In the event the property of the corporation should be distributed following its dissolution, voluntary or forced liquidation or otherwise, holders of class E shares shall have the right, prior to holders of class A, B, F and G shares, but after holders of class C and D shares, to be reimbursed the redemption value of class E shares as defined in subsection (5) hereunder, plus the amount of any declared unpaid dividends on class E shares.

5

3)Additional participation.  Holders of class E shares shall not otherwise participate in the profits or surplus assets of the corporation.

4)Right to vote.  Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT, holders of class E shares shall not be entitled, as class E shareholders only, to vote at any meeting of shareholders of the corporation, nor to attend same and to receive a notice thereof.

5)Right to redeem.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, class E shares shall be redeemed by the corporation at any time upon written demand from the holders of class E shares, at a price equal to the amount added to the stated capital account for these shares, plus a premium equal to the difference between the fair market value of the consideration received by the corporation at the time of issuance for issuing these class E shares, and the total comprising:

a)the amount added to the stated capital account for these shares, and

b)the fair market value of any property, other than class E shares, given in payment by the corporation for that consideration.

Such a price of redemption shall be considered as the redemption value of class E shares and the corporation shall, in addition, remit to the holders of class E shares so redeemed, the amount of the declared unpaid dividends on these shares, as the case may be.  The fair market value of the aforementioned consideration shall be as determined by the corporation and the subscribers to class E shares upon issuance of class E shares.  In the event the federal and/or provincial Revenue Departments should attribute to this consideration a fair market value different from that determined by the aforementioned persons, the departmental evaluations shall be conclusive and the amount of the premium shall be reduced or increased consequently, provided that the corporation and holders of class E shares had an opportunity to contest the validity of such departmental evaluations with the departments or before the Courts, and provided that should there be a discrepancy between the provincial and federal evaluations, the above adjustment shall be based on the lowest evaluation determined following an unquestioned assessment or a final Court decision, as the case may be.

On the date of redemption, class E shares redeemed with the agreement of their holders shall be cancelled, and the corporation shall reduce its stated capital account for class E shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

6

6)Right to purchase.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation may, at any time, without notice and without regard to other classes of shares, purchase all or part of the outstanding class E shares at a price agreed to by the corporation and the holder of the class E shares being purchased, which in no way shall exceed the aforementioned redemption price nor the realizable value of the net assets of the corporation.

On date of purchase, the purchased class E shares shall automatically be cancelled, and the corporation shall reduce its stated capital account for class E shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

F)CLASS F SHARES:  The rights, privileges, restrictions and conditions attached to an unlimited number of class F shares, are as follows:

1)Dividends.  Holders of class F shares shall have the right to receive, prior to holders of class A, B and G shares, but after holders of class D and E shares, out of the funds applicable to the payment of dividends, as and when such dividends are declared, an annual, preferential, non-cumulative dividend of one dollar (1$) per share; such dividend shall be payable in the manner which may be determined by the directors.

2)Reimbursement.  In the event the property of the corporation should be distributed following its dissolution, voluntary or forced liquidation or otherwise, holders of class F shares shall have the right, prior to holders of class A, B and G shares, but after holders of class C, D and E shares, to be reimbursed the amount added to the stated capital account for class F shares and to be paid the amount of any declared unpaid dividends on class F shares.

3)Additional participation.  Holders of class F shares shall not otherwise participate in the profits or surplus assets of the corporation.

4)Right to vote.  Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT, holders of class F shares shall not be entitled, as class F shareholders only; to vote at any meeting of shareholders of the corporation, nor to attend same and to receive a notice thereof.

5)Right to redeem.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, holders of class F shares shall have the right to demand at any time and upon written request, the redemption of all or part of their shares by the corporation at a price equal to the amount added to the stated capital account for these shares, plus the amount of any declared unpaid dividends on class F shares, as the case

7

may be. Upon receipt of such a request, the corporation shall redeem these shares forthwith and within thirty (30) days following that date, shall pay the redemption price of these shares to the former holders of class F shares.

On the date of redemption, class F shares redeemed with the agreement of their holders shall be cancelled, and the corporation shall reduce its stated capital account for class F shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

6)Right to purchase.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation may, at any time, without notice and without regard to other classes of shares, purchase all or part of the outstanding class F shares at a price agreed to by the corporation and the holder of the class F shares being purchased.

On the date of purchase, the purchased class F shares shall automatically be cancelled, and the corporation shall reduce its stated capital account for class F shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

G)CLASS G SHARES: The rights, privileges, restrictions and conditions attached to an unlimited number of class G shares, are as follows:

1)Dividends. Holders of class G shares shall have the right to receive, prior to holders of class A and B shares, but after holders of class D, E and F shares, out of the funds applicable to the payment of dividends, as and when such dividends are declared, an annual, preferential, non-cumulative dividend of one dollar (1$) per share; such dividend shall be payable in the manner which may be determined by the directors.

2)Reimbursement. In the event the property of the corporation should be distributed following its dissolution, voluntary or forced liquidation or otherwise, holders of class G shares shall have the right, prior to holders of class A and B shares, but after holders of class C, D, E and F shares, to be reimbursed the amount added to the stated capital account for class G shares and to be paid the amount of any declared unpaid dividends on class G shares.

3)Additional participation. Holders of class G shares shall not otherwise participate in the profits or surplus assets of the corporation.

4)Right to vote. Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT, holders of class G shares shall not be entitled, as class G shareholders only, to vote at any meeting of shareholders of the corporation, nor to attend same and to receive a notice thereof.

8

5)Unilateral right to redeem. Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation may, at its discretion, redeem class G shares unilaterally by giving a thirty (30) day written notice and paying a price equal to the amount added to the stated capital account for these shares, plus the amount of any declared unpaid dividends on these shares. In the event of partial redemption, such redemption shall be proportionate to the number of outstanding class G shares, excluding fractions of shares.

On the date of redemption, the redeemed class G shares shall be cancelled, and the corporation shall reduce its stated capital account for class G shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

6)Right to purchase.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation may, at any time, without notice and without regard to other classes of shares, purchase all or part of the outstanding class G shares at a price agreed to by the corporation and the holder of the class G shares being purchased.

On the date of purchase, the purchased class G shares shall automatically be cancelled, and the corporation shall reduce its stated capital account for class G shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

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SCHEDULE B

RESTRICTIONS ON THE TRANSFER OF SHARES

No share issued by the corporation shall be transfered without the consent of the directors, which shall be confirmed by a resolution of the Board of directors. Such consent may be given after the transfer has been registered in the books of the corporation, in which case the transfer will be valid and will take effect retroactively upon the date that the transfer was recorded.

SCHEDULE C

OTHER PROVISIONS

1.The number of shareholders of the corporation is limited to fifty (50), exclusive of present or former employees of the corporation or of a subsidiary; two or more persons who hold jointly one or more shares are counted as one shareholder.

2.Any distribution of securities by the corporation to the public is prohibited.

3.The directors may, when they deem it expedient.

a)borrow money upon the credit of the Corporation;

b)issue debentures or other securities of the corporation, and pledge or sell the same for such sums and at such price as may be deemed expedient;

c)notwithstanding the provisions of the Civil Code, hypothecate, mortgage or pledge the moveable or immoveable property, present or future, of the corporation, to secure any such debentures or other securities, or give part only of such guarantee for such purposes; and constitute the hypothec, mortgage or pledge above mentioned, by trust deed, in accordance with sections 27 and following of the Special Corporate Powers Act (L.R.Q., c. P-16) or in any other manner;

d)hypothecate or mortgage the immoveable property of the corporation, or pledge or otherwise affect the moveable property, or give all such guarantees, to secure the payment of loans made otherwise than by the issue of debentures, as well as the payment or performance of any other debt, contract or obligation of the corporation.

[LOGO] Consumer and
Corporate Affairs Canada Consommation
et Corporations Canada

Certificate of Amendment	Certificat de modification
Canada Business Corporations Act	Loi sur les sociétés commerciales canadiennes

C CORP.  INC.,	194436-3
Name of Corporation — Dénomination de la société	Number — Numero

I hereby certify that the Articles of the above-mentioned Corporation were amended		Je certifie par les presentes que les statuts de la société mentionnée ci-haut ont été modifies
(a) under section 13 of the Canada Business Corporations Act in accordance with the attached notice;	o	(a) en vertu de l’article 13 de la Loi sur les sociétés commerciales canadiennes conformément à l’avis ci-joint;
(b) under Section 27 of the Canada Business Corporations Act as set out in the attached Articles of Amendment designating a series of shares;	o	(b) en vertu de l’article 27 de la Loi sur les sociétés commerciales canadiennes tel qu’indiqué dans les clauses modificatrices ci-jointes désignant une série d’actions;
(c) under Section 171 of the Canada Business Corporations Act as set out in the attached Articles of Amendment;	ý	(c) en vertu de l’article 171 de la Loi sur les sociétés commerciales canadiennes tel qu’indiqué dans les clauses modificatrices ci-jointes;
(d) under Section 185 of the Canada Business Corporations Act as set out in the attached Articles of Reorganization;	o	(d) en vertu de l’article 185 de la Loi sur les sociétés commerciales canadiennes tel qu’indiqué dans les clauses de réorganisation ci-jointes;
(e) under Section 185.1 of the Canada Business Corporations Act as set out in the attached Articles of Arrangement.	o	(e) en vertu de l’article 185.1 de la Loi sur les sociétés commerciales canadiennes tel qu’indiqué dans les clauses d’arrangement ci-jointes.

Le Directeur
/s/ [ILLEGIBLE]	July 25, 1986 le 25 juillet 1986
Director	Date of Amendment — Date de la modification
[LOGO]

CANADA BUSINESS CORPORATIONS ACT FORM 4 ARTICLES OF AMENDMENT (SECTION 27 OR 171)	[LOGO]	LOI SUR LES SOCIÉTÉS COMMERCIALES CANADIENNES FORMULE 4 CLAUSES MODIFICATRICES (ARTICLES 27 OU 171)
1 — Name of Corporation — Denomination de la société		2 — Corporation No. — No. de le société
144969 CANADA INC.		194436-3
3 — The articles of the above-named corporation are amended as follows:		Les statuts de la société ci-haut mentionnée sont modifiés de la facon suivante:

That the Corporation amend its Articles of Incorporation pursuant to Section 167 of the Canada Business Corporations Act as follows:

a)by changing the name of the Corporation from 144969 CANADA INC. to C CORP. INC.;

b)by redesignating the presently authorized Class A shares without par value, whether issued or unissued, as unlimited common shares without par value, which may be issued for an unlimited consideration;

c)by creating an unlimited number of non-cumulative, non-voting, redeemable, retractable preferred shares without par value, which may be issued for an unlimited consideration;

d)by cancelling the presently authorized Class B, Class C, Class D, Class E, Class F and Class G shares without par value of the Corporation;

e)by determining the rights, privileges, restrictions and conditions attaching to the said common and preferred shares as those set forth in Schedule “A” attached hereto to form part hereof.

	Signature	Description of Office — Description by poste
July 24, 1986	/s/ [ILLEGIBLE]	PRESIDENT

DEPARTMENTAL USE ONLY	A L’USAGE DU MINISTERE SEULEMENT
	Filed — Deposee	JUL 25 1986

144969 CANADA INC.

ARTICLES OF AMENDMENT

SCHEDULE “A”

The said preferred shares and common shares shall respectively carry and be subject to the following rights, privileges, restrictions and conditions:

DIVIDENDS

1.The holders of the preferred shares shall be entitled to receive for each financial year of the Corporation, when and as declared by resolution of the directors and in the discretion of the directors, subject to the provisions of the Canada Business Corporations Act (the “Act”), non-cumulative preferential dividends of from one percent (1%) to twelve per cent (12%) per annum on the capital amount paid up on each preferred share, payable at such times and at such place or places in Canada as the board of directors may from time to time determine.  Such dividends shall be non-cumulative and if, within six (6) months after the expiration of any financial year of the Corporation, the board of directors in its discretion shall not declare the said dividends or any part thereof on the preferred shares for such financial year then the rights of the holders thereof to such dividends or to any greater dividend than the dividends actually declared for such financial year shall be forever extinguished.

No dividends shall at any time be declared, paid or set apart for payment for any financial year of the Corporation upon the common shares of the Corporation unless a dividend within the prescribed limits shall have been declared and paid or set apart for payment on all the then outstanding preferred shares for such financial year of the Corporation.

2.Subject to the rights of the holders of the preferred shares, the holders of the common shares shall be entitled to receive, when and as declared by resolution of the directors and in the discretion of the directors, subject to the provisions of the Act, dividends in such amounts and payable at such times and at such place or places in Canada as the directors may from time to time determine.

RETURN OF CAPITAL

3.In the event of the liquidation, dissolution, bankruptcy or winding-up of the Corporation, whether voluntary or otherwise, or on any distribution of assets

other than by way of dividends, the holders of the preferred shares shall be entitled to receive, for each preferred share outstanding, the capital amount paid up thereon, plus an amount equal to all dividends declared thereon and unpaid, in priority to any distribution to the holders of the common shares.  The holders of the preferred shares shall not be entitled to share any further in the distribution of the assets of the Corporation.

4.In the event of the liquidation, dissolution, bankruptcy or winding-up of the Corporation, whether voluntary or otherwise or on any distribution of assets other than by way of dividends, the holders of the common shares shall be entitled to receive the balance of the assets of the Corporation, which balance shall be distributed pro rata to the holders of the common shares after prepayment is made to the holders of the preferred shares in accordance with paragraph 3 hereof.

VOTING

5.The holders of the common shares shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Corporation, except meetings at which only holders of a specified class of shares are entitled to vote, and shall have one (1) vote in respect of each share held by them.

6.Except as provided by law, the holders of the preferred shares shall not be entitled to receive notice of and to attend and to vote at any meeting of shareholders of the Corporation.

REDEMPTION AT THE OPTION OF THE CORPORATION

7.Subject to the provisions of Section 34 of the Act, the Corporation shall have the right, upon resolution of the directors, to redeem in Canadian currency all or any part of the outstanding preferred shares by paying for each share to be redeemed the capital amount paid up thereon plus all dividends declared thereon and unpaid.

If the Corporation wishes to redeem all or any part of the preferred shares, not less than ten (10) days’ prior notice in writing of the redemption shall be given by mail addressed to each holder thereof at the last address of each such holder as it appears upon the books of the Corporation, or in the event no such address appears, at the last known address of such shareholder, specifying the date of such redemption.  If the Corporation desires to redeem

2

less than all the outstanding preferred shares, the shares to be redeemed shall be selected pro rata from the respective holders thereof, unless all the holders agree otherwise.

From and after the date of redemption, all holders of the preferred shares called for redemption at that date shall cease to be entitled to dividends and shall not be entitled to any rights in respect of such shares other than the right to receive the redemption price upon surrender of the certificates representing the shares so redeemed, unless payment of the redemption price shall not be made by the Corporation in the accordance with the foregoing provisions, in which case the rights of the holders of such shares shall remain unimpaired.

REDEMPTION AT THE OPTION OF THE HOLDER

8.Subject to the provisions of Section 34 of the Act, a holder of preferred shares shall be entitled to require the Corporation to redeem at any time and from time to time after the date of the issue of any preferred shares, upon giving notice as hereinafter provided, all or any number of the preferred shares registered in the name of such holder on the books of the Corporation at a redemption price per share equal to the capital amount paid up thereon plus all dividends declared thereon and unpaid.

A holder of preferred shares exercising his option to have the Corporation redeem, shall give notice to the Corporation which notice shall set out the date on which the Corporation is to redeem (the “optional redemption date”) which date shall not be less than ten (10) days nor more than thirty (30) days from the date of the notice and if the holder desires to have less than all of the preferred shares registered in his name redeemed by the Corporation, the number of the holder’s shares to be redeemed.  The holder of any preferred shares may, with the consent of the Corporation, revoke such notice prior to the optional redemption date.

Upon delivery to the Corporation of a share certificate or certificates representing to the preferred shares which the holder desires to have the Corporation redeem, the Corporation shall on the optional redemption date, redeem such preferred shares by paying to the holder the redemption price therefor.

Upon payment of the redemption price of the preferred shares so redeemed by the Corporation, the holders

3

thereof shall cease to be entitled to dividends and shall not be entitled to any rights in respect of such shares.

PURCHASE

9.(a)Subject to the provisions of Section 34 of the Act, the Corporation may at any time or times upon resolution of the board of directors, purchase, at a price not exceeding the redemption price, the whole or any part of the preferred shares outstanding from time to time by invitation for tenders addressed to all the holders of record of the preferred shares outstanding at the last address of each such holder as it appears upon the books of the Corporation, or in the event no such address appears, at the last known address of such holder(s).

9.(b)Subject to the provisions of Section 32 of the Act, the Corporation may at any time or times purchase the whole or any part of the shares outstanding from time to time.

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[CANADA LOGO]

Certificate of Incorporation	Certificat de constitution
Canada Business	Loi sur les sociétés
Corporations Act	commerciales canadiennes

144969  CANADA INC.	194436-3
Name of Corporation — Denomination de la société	Number — Numero
I hereby certify that the above-mentioned Corporation, the Articles of Incorporation of which are attached, was incorporated under the Canada Business Corporations Act.	Je certifie par les présentes que la société mentionnée ci-haut, dont les statuts constitutifs sont joints, a été constituée en société en vertu de la Loi sur les sociétés commerciales canadiennes.

/s/ [ILLEGIBLE]		December 1, 1985
		le l décembre 1985
Director — Directeur	Date of Incorporation — Date de constitution

SCHEDULE A

SHARE CAPITAL

The unlimited share capital of the corporation contains seven (7) classes of shares with the following rights, privileges, restrictions and conditions:

A)CLASS A SHARES:  The rights, privileges, restrictions and conditions attached to an unlimited number of class A shares, are as follows:

1)Dividends and participation.  Subject to the rights and privileges attached to other classes of shares, holders of class A shares shall have the right, pari passu with holders of class B shares:

a)to participate in the property, profits and surplus assets of the corporation, and for that purpose, to receive any dividend declared by the corporation, and

b)to receive the remaining property of the corporation upon dissolution.

2)Restriction.  In addition to the provisions of section 40 of the CANADA BUSINESS CORPORATIONS ACT, no dividend shall be paid on class A shares nor can such shares be acquired by the corporation which would result in the realizable value of the net assets of the corporation being insufficient to redeem class D and E shares.

3)Right to vote.  Holders of class A shares shall have the right to vote at any meeting of the shareholders of the corporation.  Each class A share confers one (1) vote, except at meetings at which only the holders of some other class of shares are entitled to vote.

4)Right to convert.  Subject to approval by the directors of the corporation and by the holders of the majority of outstanding class D shares, holders of class A shares shall have the right to convert at their discretion all or part of their class A shares into class D shares, at the rate of one (1) class D share for each class A share exchanged, the new class D share representing the same amount added to the stated capital account as that of the converted class A share.

Holders of class A shares who wish to convert their shares shall submit to the head office of the corporation or the office of its transfer agent a written notice indicating the number of class A shares they wish to convert.  Certificates representing class A shares submitted for conversion shall be attached to the notice

which shall bear the signature of the persons mentioned in the register of securities of the corporation as being the holders of the shares, or the signature of their duly authorized representatives.  Upon receipt of the above-mentioned notice and certificates, the corporation shall issue a certificate representing the class D shares resulting from the conversion.  In the event of partial conversion of class A shares represented by the certificates tendered, the corporation shall issue without charge a new certificate representing the class A shares which were not converted.

On the date of conversion, the converted class A shares shall automatically become class D shares, and the corporation shall modify its stated capital account for class A and D shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

B)CLASS B SHARES:  The rights, privileges, restrictions and conditions attached to an unlimited number of class B shares, are as follows:

1)Dividends and participation.  Subject to the rights and privileges attached to other classes of shares, holders of class B shares shall have the right, pari passu with holders of class A shares:

a)to participate in the property, profits and surplus assets of the corporation, and for that purpose, to receive any dividend declared by the corporation, and

b)to receive the remaining property of the corporation upon dissolution.

2)Restriction.  In addition to the provisions of section 40 of the CANADA BUSINESS CORPORATIONS ACT, no dividend shall be paid on class B shares nor can such shares be acquired by the corporation which would result in the realizable value of the net assets of the corporation being insufficient to redeem class D and E shares.

3)Right to vote.  Holders of class B shares shall have the right to vote at any meeting of the shareholders of the corporation.  Each class B share confers one (1) vote, except at meetings at which only the holders of some other class of shares are entitled to vote.

C)CLASS C SHARES:  The rights, privileges, restrictions and conditions attached to an unlimited number of class C shares, are as follows:

2

1)Dividends and participation.  Holders of class C shares shall not participate in the profits and surplus assets of the corporation and, for that purpose, shall not have a right to any dividend declared by the corporation.

2)Reimbursement.  In the event the property of the corporation should be distributed following its dissolution, voluntary or forced liquidation or otherwise, holders of class C shares shall have the right, prior to the holders of all other classes of shares, to be reimbursed the amount added to the stated capital account for class C shares.

3)Right to vote.  Holders of class C shares shall have the right to vote at any meeting of shareholders of the corporation.  Each class C share confers one (1) vote, except at meetings at which only the holders of some other class of shares are entitled to vote.

4)Automatic redemption.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation shall automatically redeem all class C shares held by one of its shareholders upon his death.  Within thirty (30) days following the date of such death, the corporation shall pay to the executors or legal representatives of the deceased a price equal to the amount added to the stated capital account for these shares, subject to the corporation receiving the certificates representing the redeemed shares.

On the date of redemption, the redeemed class C shares shall be cancelled, and the corporation shall reduce its stated capital account for class C shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

5)Right to purchase.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation may, at any time, without notice and without regard to other classes of shares, purchase all or part of the outstanding class C shares at a price agreed to by the corporation and the holder of the class C shares being purchased.

On the date of purchase, the purchased class C shares shall automatically be cancelled, and the corporation shall reduce its stated capital account for class C shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

D)CLASS D SHARES:  The rights, privileges, restrictions and conditions attached to an unlimited number of class D shares, are as follows:

3

1)Dividends.  Holders of class D shares shall have the right to receive, prior to holders of class A, B, E, F and G shares, out of the funds applicable to the payment of dividends, as and when such dividends are declared, a monthly, preferential, non-cumulative dividend of one per cent (1%) per month on the redemption value of class D shares, as defined in subsection (5) hereunder.  Such dividend shall not be declared for more than one month at a time and shall be payable from the date, at the time and in the manner which may be determined by the directors.

2)Reimbursement.  In the event the property of the corporation should be distributed following its dissolution, voluntary or forced liquidation or otherwise, holders of class D shares shall have the right, prior to holders of class A, B, E, F and G shares, but after holders of class C shares, to be reimbursed the redemption value of class D shares as defined in subsection (5) hereunder, plus the amount of any declared unpaid dividends on class D shares.

3)Additional participation.  Holders of class D shares shall not otherwise participate in the profits or surplus assets of the corporation.

4)Right to vote.  Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT, holders of class D shares shall not be entitled, as class D shareholders only, to vote at any meeting of shareholders of the corporation, nor to attend same and to receive a notice thereof.

5)Right to redeem.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, class D shares shall be redeemed by the corporation at any time upon written demand from the holders of class D shares, at a price equal to the amount added to the stated capital account for these shares, plus a premium equal to the difference between the amount added to the stated capital account for these shares and the fair market value of class A shares on the date of conversion into class D shares.

Such a price of redemption shall be considered as the redemption value of class D shares and the corporation shall, in addition, remit to holders of class D shares so redeemed, the amount of the declared unpaid dividends on these shares, as the case may be.  The amount of the above-mentioned premium shall be determined by the corporation and the holders of class D shares on the basis of the fair market value of class A shares on the date of conversion into class D shares.

In the event the federal and/or provincial Revenue Departments should attribute to these class A shares a fair market value different from that determined by the aforementioned persons, the departmental evaluations of the fair market value of class A shares on the date of conversion shall be conclusive and the

4

amount of the premium shall be reduced or increased consequently, provided that the corporation and holders of class D shares have an opportunity to contest the validity of such departmental evaluations with the departments or before the Courts, and provided that should there be a discrepancy between the provincial and federal evaluations, the above adjustment shall be based on the lowest evaluation determined following an unquestioned assessment or a final Court decision, as the case may be.

On the date of redemption, class D shares redeemed with the agreement of their holders shall be cancelled, and the corporation shall reduce its stated capital account for class D shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

6)Right to purchase.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation may, at any time, without notice and without regard to other classes of shares, purchase all or part of the outstanding class D shares at a price agreed to by the corporation and the holder of the class D shares being purchased, which in no way shall exceed the aforementioned redemption price nor the realizable value of the net assets of the corporation.

On the date of purchase, the purchased class D shares shall automatically be cancelled, and the corporation shall reduce its stated capital account for class D shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

E)CLASS E SHARES:  The rights, privileges, restrictions and conditions attached to an unlimited number of class E shares are as follows:

1)Dividends.  Holders of class E shares shall have the right to receive, prior to holders of class A, B, F and G shares, but after holders of class D shares, out of the funds applicable to the payment of dividends, as and when such dividends are declared, a monthly, preferential, non-cumulative dividend of one per cent (1%) per month on the redemption value of class E shares, as defined in subsection (5) hereunder.  Such dividend shall not be declared for more than one month at a time and shall be payable from the date, at the time and in the manner which may be determined by the directors.

2)Reimbursement.  In the event the property of the corporation should be distributed following its dissolution, voluntary or forced liquidation or otherwise, holders of class E shares shall have the right, prior to holders of class A, B, F and G shares, but after holders of class C and D shares, to be reimbursed the redemption value of class E shares as defined in subsection (5) hereunder, plus the amount of any declared unpaid dividends on class E shares.

5

3)Additional participation.  Holders of class E shares shall not otherwise participate in the profits or surplus assets of the corporation.

4)Right to vote.  Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT, holders of class E shares shall not be entitled, as class E shareholders only, to vote at any meeting of shareholders of the corporation, nor to attend same and to receive a notice thereof.

5)Right to redeem.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, class E shares shall be redeemed by the corporation at any time upon written demand from the holders of class E shares, at a price equal to the amount added to the stated capital account for these shares, plus a premium equal to the difference between the fair market value of the consideration received by the corporation at the time of issuance for issuing these class E shares, and the total comprising:

a)  the amount added to the stated capital account for these shares, and

b)  the fair market value of any property, other than class E shares, given in payment by the corporation for that consideration.

Such a price of redemption shall be considered as the redemption value of class E shares and the corporation shall, in addition, remit to the holders of class E shares so redeemed, the amount of the declared unpaid dividends on these shares, as the case may be.  The fair market value of the aforementioned consideration shall be as determined by the corporation and the subscribers to class E shares upon issuance of class E shares.  In the event the federal and/or provincial Revenue Departments should attribute to this consideration a fair market value different from that determined by the aforementioned persons, the departmental evaluations shall be conclusive and the amount of the premium shall be reduced or increased consequently, provided that the corporation and holders of class E shares had an opportunity to contest the validity of such departmental evaluations with the departments or before the Courts, and provided that should there be a discrepancy between the provincial and federal evaluations, the above adjustment shall be based on the lowest evaluation determined following an unquestioned assessment or a final Court decision, as the case may be.

On the date of redemption, class E shares redeemed with the agreement of their holders shall be cancelled, and the corporation shall reduce its stated capital account for class E shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

6

6)Right to purchase.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation may, at any time, without notice and without regard to other classes of shares, purchase all or part of the outstanding class E shares at a price agreed to by the corporation and the holder of the class E shares being purchased, which in no way shall exceed the aforementioned redemption price nor the realizable value of the net assets of the corporation.

On date of purchase, the purchased class E shares shall automatically be cancelled, and the corporation shall reduce its stated capital account for class E shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

F)CLASS F SHARES:  The rights, privileges, restrictions and conditions attached to an unlimited number of class F shares, are as follows:

1)Dividends.  Holders of class F shares shall have the right to receive, prior to holders of class A, B and G shares, but after holders of class D and E shares, out of the funds applicable to the payment of dividends, as and when such dividends are declared, an annual, preferential, non-cumulative dividend of one dollar (1$) per share; such dividend shall be payable in the manner which may be determined by the directors.

2)Reimbursement.  In the event the property of the corporation should be distributed following its dissolution, voluntary or forced liquidation or otherwise, holders of class F shares shall have the right, prior to holders of class A, B and G shares, but after holders of class C, D and E shares, to be reimbursed the amount added to the stated capital account for class F shares and to be paid the amount of any declared unpaid dividends on class F shares.

3)Additional participation.  Holders of class F shares shall not otherwise participate in the profits or surplus assets of the corporation.

4)Right to vote.  Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT, holders of class F shares shall not be entitled, as class F shareholders only, to vote at any meeting of shareholders of the corporation, nor to attend same and to receive a notice thereof.

5)Right to redeem.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, holders of class F shares shall have the right to demand at any time and upon written request, the redemption of all or part of their shares by the corporation at a price equal to the amount added to the stated capital account for these shares, plus the amount of any declared unpaid dividends on class F shares, as the case

7

may be.  Upon receipt of such a request, the corporation shall redeem these shares forthwith and within thirty (30) days following that date, shall pay the redemption price of these shares to the former holders of class F shares.

On the date of redemption, class F shares redeemed with the agreement of their holders shall be cancelled, and the corporation shall reduce its stated capital account for class F shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

6)Right to purchase.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation may, at any time, without notice and without regard to other classes of shares, purchase all or part of the outstanding class F shares at a price agreed to by the corporation and the holder of the class F shares being purchased.

On the date of purchase, the purchased class F shares shall automatically be cancelled, and the corporation shall reduce its stated capital account for class F shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

G)CLASS G SHARES:  The rights, privileges, restrictions and conditions attached to an unlimited number of class G shares, are as follows:

1)Dividends.  Holders of class G shares shall have the right to receive, prior to holders of class A and B shares, but after holders of class D, E and F shares, out of the funds applicable to the payment of dividends, as and when such dividends are declared, an annual, preferential, non-cumulative dividend of one dollar (1$) per share; such dividend shall be payable in the manner which may be determined by the directors.

2)Reimbursement.  In the event the property of the corporation should be distributed following its dissolution, voluntary or forced liquidation or otherwise, holders of class G shares shall have the right, prior to holders of class A and B shares, but after holders of class C, D, E and F shares, to be reimbursed the amount added to the stated capital account for class G shares and to be paid the amount of any declared unpaid dividends on class G shares.

3)Additional participation.  Holders of class G shares shall not otherwise participate in the profits or surplus assets of the corporation.

4)Right to vote.  Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT, holders of class G shares shall not be entitled, as class G shareholders only, to vote at any meeting of shareholders of the corporation, nor to attend same and to receive a notice thereof.

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5)Unilateral right to redeem.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation may, at its discretion, redeem class G shares unilaterally by giving a thirty (30) day written notice and paying a price equal to the amount added to the stated capital account for these shares, plus the amount of any declared unpaid dividends on these shares.  In the event of partial redemption, such redemption shall be proportionate to the number of outstanding class G shares, excluding fractions of shares.

On the date of redemption, the redeemed class G shares shall be cancelled, and the corporation shall reduce its stated capital account for class G shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

6)Right to purchase.  Subject to the provisions of subsection 34(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation may, at any time, without notice and without regard to other classes of shares, purchase all or part of the outstanding class G shares at a price agreed to by the corporation and the holder of the class G shares being purchased.

On the date of purchase, the purchased class G shares shall automatically be cancelled, and the corporation shall reduce its stated capital account for class G shares according to the provisions of section 37 of the CANADA BUSINESS CORPORATIONS ACT.

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SCHEDULE B

RESTRICTIONS ON THE TRANSFER OF SHARES

No share issued by the corporation shall be transfered without the consent of the directors, which shall be confirmed by a resolution of the Board of directors.  Such consent may be given after the transfer has been registered in the books of the corporation, in which case the transfer will be valid and will take effect retroactively upon the date that the transfer was recorded.

SCHEDULE C

OTHER PROVISIONS

1.The number of shareholders of the corporation is limited to fifty (50), exclusive of present or former employees of the corporation or of a subsidiary; two or more persons who hold jointly one or more shares are counted as one shareholder.

2.Any distribution of securities by the corporation to the public is prohibited.

3.The directors may, when they deem it expedient,

a)borrow money upon the credit of the Corporation;

b)issue debentures or other securities of the corporation, and pledge or sell the same for such sums and at such price as may be deemed expedient;

c)notwithstanding the provisions of the Civil Code, hypothecate, mortgage or pledge the moveable or immoveable property, present or future, of the corporation, to secure any such debentures or other securities, or give part only of such guarantee for such purposes; and constitute the hypothec, mortgage or pledge above mentioned, by trust deed, in accordance with sections 27 and following of the Special Corporate Powers Act (L.R.Q.,  c. P-16) or in any other manner;

d)hypothecate or mortgage the immoveable property of the corporation, or pledge or otherwise affect the moveable property, or give all such guarantees, to secure the payment of loans made otherwise than by the issue of debentures, as well as the payment or performance of any other debt, contract or obligation of the corporation.

[LOGO] Consumer and
Corporate Affairs Canada Consommation
et Corporations Canada

Certificate of Amendment	Certificat de modification
Canada Business Corporations Act	Loi sur les sociétés commerciales canadiennes

C CORP.  INC.		194436-3
Name of Corporation — Dénomination de la société		Number — Numéro
I hereby certify that the Articles of the above-mentioned Corporation were amended		Je certifie par les présentes que les statuts de la société mentionnée ci-haut ont été modifiés
(a) under Section 13 of the Canada Business Corporations Act in accordance with the attached notice;	o	(a) en vertu de l’article 13 de la Loi sur les sociétés commerciales canadiennes conformément à l’avis ci-joint;
(b) under Section 27 of the Canada Business Corporations Act as set out in the attached Articles of Amendment designating a series of shares;	o	(b) en vertu de l’article 27 de la Loi sur les sociétés commerciales canadiennes tel qu’indiqué dans les clauses modificatrices ci-jointes désignant une série d’actions;
(c) under Section 171 of the Canada Business Corporations Act as set out in the attached Articles of Amendment;	ý	(c) en vertu de l’article 171 de la Loi sur les sociétés commerciales canadiennes tel qu’indiqué dans les clauses modificatrices ci-jointes;
(d) under Section 185 of the Canada Business Corporations Act as set out in the attached Articles of Reorganization;	o	(d) en vertu de l’article 185 de la Loi sur les sociétés commerciales canadiennes tel qu’indiqué dans les clauses de réorganisation ci-jointes;
(e) under Section 185.1 of the Canada Business Corporations Act as set out in the attached Articles of Arrangement.	o	(e) en vertu de l’article 185.1 de la Loi sur les sociétés commerciales canadiennes tel qu’indiqué dans les clauses d’arrangement ci-jointes.

	Le Directeur
		February 8, 1998/le 8 février 1988
	/s/ [ILLEGIBLE]
	Director	Date of Amendment — Date de la modification
[LOGO]

[LOGO]	Consumer and Corporate Affairs Canada	Consommation et Corporations Canada	FORM 4 ARTICLES OF AMENDMENT	FORMULE 4 CLAUSES MODIFICATRICES
	Canada Business Corporations Act	Loi sur les sociétés commerciales canadiennes	(SECTION 27 OR 171)	(ARTICLE 27 OU 171)

1 —Name of Corporation — Denomination de la société		2 — Corporation No. — No. de la société
C CORP INC.		194436-3
3 —The articles of the above-named corporation are amended as follows:	Les statuts de la société ci-haut mentionnée sont modifiés de la façon suivante:

That the Corporation amend its Articles of Incorporation, as amended by Certificate of Amendment dated July 25, 1986, pursuant to Section 167 of the Canada Business Corporations Act, as follows:

By amending the authorized capital of the Corporation in the following manner:

i)by redesignating the presently authorized non-cumulative, non-voting, redeemable, retractable preferred shares without par value, whether issued or unissued, as non-cumulative, non-voting, redeemable, retractable Class “A” preferred shares, which may be issued for an unlimited consideration;

ii)by creating an unlimited number of non-cumulative, non-voting, redeemable, retractable Class “B” preferred shares without par value, which may be issued for an unlimited consideration;

iii)by establishing the rights, privileges, restrictions and conditions attaching to the said Class “A” and Class “B” preferred shares and the authorized common shares as those set forth in Schedule “A” annexed hereto to form part hereof;

such that the authorized capital of the Corporation shall henceforth consist of an unlimited number of Class “A” and Class “B” preferred shares without par value which may be issued for an unlimited consideration and an unlimited number of common shares without par value which may be issued for an unlimited consideration.

[ILLEGIBLE]	Signature	Description of Office — Description du poste
January 26, 1988	/s/ Marc Baillargeon	Assistant-Secretary
	Marc Baillargeon
		FOR DEPARTMENTAL USE ONLY — A L’USAGE DU MINISTERE SEULEMENT
		Filed — Déposée	FEB — 9 1988

C CORP.  INC.

ARTICLES OF AMENDMENT

SCHEDULE “A”

The said Class “A” and Class “B” preferred shares and the common shares shall respectively carry and be subject to the following rights, privileges, restrictions and conditions:

DIVIDENDS

1.a)The holders of the Class “A” preferred shares shall be entitled to receive for each financial year of the Corporation, when and as declared by resolution of the directors and in the discretion of the directors, subject to the provisions of the Canada Business Corporations Act (the “Act”), non-cumulative preferential dividends of from one per cent (1%) to twelve per cent (12%) per annum on the capital amount paid up on each Class “A” preferred share, payable at such times and at such place or places in Canada as the board of directors may from time to time determine.  Such dividends shall be non-cumulative and if, within six (6) months after the expiration of any financial year of the Corporation, the board of directors in its discretion shall not declare the said dividends or any part thereof on the Class “A” preferred shares for such financial year, then the rights of the holders thereof to such dividends or to any greater dividend than the dividends actually declared for such financial year shall be forever extinguished.

b)No dividends shall at any time be declared, paid or set apart for payment for any financial year of the Corporation upon the Class “B” preferred shares of the Corporation unless a dividend within the prescribed limits shall have been declared and paid or set apart for payment on the then outstanding Class “A” preferred shares for such financial year of the Corporation.

c)Subject to the rights of the holders of the Class “A” preferred shares, the holders of the Class “B” preferred shares shall be entitled to receive for each financial year of the Corporation, when and as declared by resolution of the directors and in the discretion of the directors, subject to the provisions of the Act, non-cumulative preferential dividends of from one per cent (1%) to twelve per cent (12%) per

annum on the amount of the consideration received by the Corporation for the issuance of such Class “B” preferred share, payable at such times and at such place or places in Canada as the board of directors may from time to time determine.  Such dividends shall be non-cumulative and if, within six (6) months after the expiration of any financial year of the Corporation, the board of directors in its discretion shall not declare the said dividends or any part thereof on the Class “B” preferred shares for such financial year then the rights of the holders thereof to such dividends or to any greater dividend than the dividends actually declared for such financial year shall be forever extinguished.

d)No dividends shall at any time be declared, paid or set apart for payment for any financial year of the Corporation upon the common shares of the Corporation unless a dividend within the prescribed limits shall have been declared and paid or set apart for payment on all the then outstanding Class “A” and Class “B” preferred shares for such financial year of the Corporation.

e)Subject to the rights of the holders of the Class “A” and Class “B” preferred shares, the holders of the common shares shall be entitled to receive, when and as declared by resolution of the directors and in the discretion of the directors, subject to the provisions of the Act, dividends in such amounts and payable at such times and at such place or places in Canada as the directors may from time to time determine.

RETURN OF CAPITAL

2.a)In the event of the liquidation, dissolution, bankruptcy or winding-up of the Corporation, whether voluntary or otherwise, or on any distribution of assets among the shareholders in order to liquidate the affairs of the Corporation, the holders of the Class “A” preferred shares shall be entitled to receive, for each Class “A” preferred share outstanding, the capital amount paid up thereon, plus an amount equal to all dividends declared thereon and unpaid, in priority to any distribution to the holders of the Class “B” preferred shares and to the holders of the common shares.  The holders of the Class “A” preferred shares shall not be entitled to share any further in the distribution of the assets of the Corporation.

2

b)In the event of the liquidation, dissolution, bankruptcy or winding-up of the Corporation, whether voluntary or otherwise, or on any distribution of assets among the shareholders in order to liquidate the affairs of the Corporation, the holders of the Class “B” preferred shares shall be entitled to receive, for each Class “B” preferred share outstanding, a payment equal to the amount of the consideration received by the Corporation for the issuance of such Class “B” preferred share, plus an amount equal to all dividends declared thereon and unpaid, in priority to any distribution to the holders of the common shares but after any distribution to the holders of the Class “A” preferred shares.  The holders of the Class “B” preferred shares shall not be entitled to share any further in the distribution of the assets of the Corporation.

c)In the event of the liquidation, dissolution, bankruptcy or winding-up of the Corporation, whether voluntary or otherwise or on-any distribution of assets among the shareholders in order to liquidate the affairs of the Corporation, the holders of the common shares shall be entitled to receive the balance of the assets of the Corporation, which balance shall be distributed pro rata to the holders of the common shares after prepayment is made to the holders of the Class “A” and Class “B” preferred shares in accordance with paragraphs 2 a) and 2 b) hereof.

VOTING

3.a)Except as provided by law, the holders of the Class “A” preferred shares shall not be entitled to receive notice of and to attend and to vote at any meeting of shareholders of the Corporation.

b)Except as provided by law, the holders of the Class “B” preferred shares shall not be entitled to receive notice of and to attend and to vote at any meeting of shareholders of the Corporation.

c)The holders of the common shares shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Corporation, except those meetings at which only the holders of another class of shares of the Corporation are entitled to vote separately as a class, and they shall have one (1) vote in respect of each common share held by them.

3

REDEMPTION AT THE OPTION OF THE CORPORATION

4.a)Subject to the provisions of the Act, the Corporation shall have the right, upon resolution of the directors, to redeem in Canadian currency all or any part of the outstanding Class “A” preferred shares by paying for each share to be redeemed the capital amount paid up thereon (the “Class “A” redemption price”), plus an amount equal to all dividends declared thereon and unpaid.

b)If the Corporation wishes to redeem all or any part of the Class “A” preferred shares, not less than ten (10) days’ prior notice in writing of the redemption shall be given by mail addressed to each holder thereof at the last address of each such holder as it appears upon the books of the Corporation, or in the event no such address appears, at the last known address of such shareholder, specifying the date of such redemption.  If the Corporation desires to redeem less than all the outstanding Class “A” preferred shares, the shares to be redeemed shall be selected pro rata from the respective holders thereof, unless all the holders agree otherwise.

c)From and after the date of redemption, all holders of the Class “A” preferred shares called for redemption at that date shall cease to be entitled to dividends and shall not be entitled to any rights in respect of such shares other than the right to receive the Class “A” redemption price upon surrender of the certificates representing the shares so redeemed, unless payment of the Class “A” redemption price shall not be made by the Corporation in the accordance with the foregoing provisions, in which case the rights of the holders of such shares shall remain unimpaired.

d)Subject to the provisions of the Act, the Corporation shall have the right, upon resolution of the directors, to redeem in Canadian currency all or any part of the outstanding Class “B” preferred shares by paying for each share to be redeemed a price equal to the amount of the consideration received by the Corporation for the issuance of such share (the “Class “ B” redemption price”), plus an amount equal to all dividends declared thereon and unpaid.

e)If the Corporation wishes to redeem all or any part of the Class “B” preferred shares, not less than ten (10) days’ prior notice in writing of the redemption shall be given by mail addressed to each holder thereof at the last address of each such holder as it appears upon the books of the Corporation, or in the event no such address appears, at the last known address of such shareholder, specifying the date of such redemption.  If the Corporation desires to

4

redeem less than all the outstanding Class “B” preferred shares, the shares to be redeemed shall be selected pro rata from the respective holders thereof, unless all the holders agree otherwise.

f)From and after the date of redemption, all holders of the Class “B” preferred shares called for redemption at that date shall cease to be entitled to dividends and shall not be entitled to any rights in respect of such shares other than the right to receive the Class “B” redemption price upon surrender of the certificates representing the shares so redeemed, unless payment of the Class “B” redemption price shall not be made by the Corporation in the accordance with the foregoing provisions, in which case the rights of the holders of such shares shall remain unimpaired.

REDEMPTION AT THE OPTION OF THE HOLDER

5.a)Subject to the provisions of the Act, a holder of Class “A” preferred shares shall be entitled to require the Corporation to redeem at any time and from time to time after the date of the issue of any Class “A” preferred shares, upon giving notice as hereinafter provided, all or any number of the Class “A” preferred shares registered in the name of such holder on the books of the Corporation at a redemption price per share equal to the capital amount paid up thereon plus all dividends declared thereon and unpaid.

b)A holder of Class “A” preferred shares exercising his/her option to have the Corporation redeem, shall give notice to the Corporation which notice shall set out the date on which the Corporation is to redeem (the “optional redemption date”) which date shall not be less than ten (10) days nor more than thirty (30) days from the date of the notice and if the holder desires to have less than all of the Class “A” preferred shares registered in his/her name redeemed by the Corporation, the number of the holder’s shares to be redeemed.  The holder of any Class “A” preferred shares may, with the consent of the Corporation, revoke such notice prior to the optional redemption date.

c)Upon delivery to the Corporation of a share certificate or certificates representing the Class “A” preferred shares which the holder desires to have the Corporation redeem, the Corporation shall on the optional redemption date, redeem such Class “A” preferred shares by paying to the holder the redemption price therefor as stated in paragraph 5 a) hereof.

5

d)Upon payment of the redemption price of the Class “A” preferred shares so redeemed by the Corporation, the holders thereof shall cease to be entitled to dividends and shall not be entitled to any rights in respect of such shares.

e)Subject to the provisions of the Act, a holder of Class “B” preferred shares shall be entitled to require the Corporation to redeem at any time and from time to time after the date of the issue of any Class “B” preferred shares, upon giving notice as hereinafter provided, all or any number of the Class “B” preferred shares registered in the name of such holder on the books of the Corporation at a redemption price per share equal to the amount of the consideration received by the Corporation for the issuance of such share plus all dividends declared thereon and unpaid.

f)A holder of Class “B” preferred shares exercising his/her option to have the Corporation redeem, shall give notice to the Corporation which notice shall set out the date on which the Corporation is to redeem (the “optional redemption date”) which date shall not be less than ten (10) days nor more than thirty (30) days from the date of the notice and if the holder desires to have less than all of the Class “B” preferred shares registered in his/her name redeemed by the Corporation, the number of the holder’s shares to be redeemed.  The holder of any Class “B” preferred shares may, with the consent of the Corporation, revoke such notice prior to the optional redemption date.

g)Upon delivery to the Corporation of a share certificate or certificates representing the Class “B” preferred shares which the holder desires to have the Corporation redeem, the Corporation shall on the optional redemption date, redeem such Class “B” preferred shares by paying to the holder the redemption price therefor as stated in paragraph 5 e) hereof.

h)Upon payment of the redemption price of the Class “B” preferred shares so redeemed by the Corporation, the holders thereof shall cease to be entitled to dividends and shall not be entitled to any rights in respect of such shares.

PURCHASE

6.Subject to the provisions of the Act, the Corporation may at any time or times upon resolution of the board of directors, purchase, at a price not exceeding the Class “A” redemption price or Class “B” redemption price, as the case

6

may be, plus an amount equal to all dividends declared thereon and unpaid, the whole or any part of the Class “A” or Class “B” preferred shares, as the case may be, outstanding from time to time by invitation for tenders addressed to all the holders of record of the Class “A” or Class “B” preferred shares, as the case may be, outstanding at the last address of each such holder as it appears upon the books of the Corporation, or in the event no such address appears, at the last known address of such holder(s).

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[LOGO]	Consumer and	Consommation
	Corporate Affairs, Canada	et Corporations Canada

Certificate of Amendment	Certificat de modification
Canada Business	Loi regissant les sociètès
Corporations Act	par actions de regime federal
C CORP. INC.		194436-3

Name of Corporation — Dénomination de la société			Number — Numero
I hereby certify that the Articles of the above-mentioned Corporation were amended		Je certifie par les presentes que les statuts de la société mentionnée ci-haut ont été modifiés
(a)  under Section 13 of the Canada Business Corporations Act in accordance with the attached notice;	o	(a)  en vertu de l’article 13 de la Loi regissant les sociéteś par actions de regime, federal conformement a l’avis ci-joint;
(b)  under Section 27 of the Canada Business Corporations Act as set out in the attached Articles of Amendment designating a series of shares;	o	(b)  en vertu de l’article 27, de la Loi regissant les sociétés par actions de regime federal tel qu’indique dans les clauses modificatrices ci-jointes designant une serie d’actions;
(c)  under Section 177 of the Canada Business Corporations Act as set out in the attached Articles of Amendment;	ý	(c)  en vertu de l’article 177 de la Loi regissant les sociétés par actions de regime federal tel-qu’indique dans les clauses modificatrices ci-jointes;
(d)  under Section 191 of the Canada Business Corporations Act as set out in the attached Articles of Reorganization;	o	(d)  en vertu de l’article 191 de la Loi regissant les sociétés par actions de regime federal tel qu’indique dans les clauses de reorganisation ci-jointes;
(e)  under Section 192 of the Canada Business Corporations Act as set out in the attached Articles of Arrangement.	o	(e)  en vertu de l’article 192 de la Loi regissant les sociétés par actions de regime federal tel qu’indique dans les clauses d’arrangement ci-jointes.

		Le directeur
			March 30, 1990/le 30 mars 1990
	/s/ [ILLEGIBLE]
		Director	Date of amendment — Date de la modification
[LOGO]

[LOGO]	Consumer and Corporate Affairs Canada	Consommation et Corporations Canada	FORM 4 ARTICLES OF AMENDMENT (SECTION 27 OR 171)	FORMULE 4 CLAUSES MODIFICATRICES (ARTICLE 27 OU 171)
	Canada Business Corporations Act	Loi sur les sociétés commerciales canadiennes

1 — Name of Corporation — Dénomination de la société			2 — Corporation No. — No. de la société
C.  CORP. INC.			194436-3
3 — The articles of the above-named corporation are amended as follows:			Les statuts de la société ci-haut mentionnée sont modifiés de la façon suivante:
en changeant le nombre maximum des administrateurs de la société de dix (10) à quinze (15).
	Signature	Description of Office — Description du poste
	/s/ Claude Leduc
27 mars 1990	CLAUDE E. LEDUC	SECRETAIRE
		FOR DEPARTMENTAL USE ONLY — A L’USAGE DU MINISTERE SEULEMENT Filed — Déposée
		MAR 30 1990
[ILLEGIBLE]

[LOGO] Industry Canada Industrie Canada

Certificate of Amendment	Certificat de modification
Canada Business Corporations Act	Loi canadienne sur les sociétés par actions
C CORP. INC.	194436-3

Name of corporation-Dénomination de la société			Corporation number-Numéro de la société
I hereby certify that the articles of the above-named corporation were amended		Je certifié que les statuts de la sociéte susmentionnée ont été modifiés:
(a) under section 13 of the Canada Business Corporations Act in accordance with the attached notice;	o	a) en vertu de l’article 13 de la Loi canadienne sur les sociétés par acrigns, conformément à l’avis ci-joint.
(b) under section 27 of the Canada Business Corporations Act as set out in the attached articles of amendment designating a series of shares;	o	b) en vertu de l’article 27 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices ci-jointes désignant une série d’actions;
(c) under section 179 of the Canada Business Corporations Act as set out in the attached articles of amendment;	ý	c) en vertu de l’article 179 de la Loi canadienne sur les sociétés par actions,tel qu’il est indiqué dans les clauses modificatrices ci-jointes;
(d) under section 191 of the Canada Business Corporations Act as set out in the attached articles of reorganization.	o	d) en vertu de l’article 191 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses de réorganisation ci-jointes.

	/s/ [ILLEGIBLE]
		October 17, 1997/le 17 octobre 1997
Director — Directeur		Date of Amendment — Date de modification
[LOGO]

[LOGO]	Industry Canada	Industrie Canada	FORM 4	FORMULE 4
			ARTICLES OF AMENDMENT	CLAUSES MODIFICATRICES
	Canada Business	Loi canadienne sur les	(SECTION 27 OR 177)	(ARTICLES 27 0U 177)
	Corporations Act	sociétés par actions

1. — Name of corporation — Dénomination de la societé						2. — Corporation No. — No. de la societé
C CORP. INC.						194436-3
3. — The articles of the above-named corporation are amended as follows:						Les statuts de la société mentionnée ci-dessus sont modifiés de la façon suivante:
	La rubrique 2 des statuts constitutifs soit et est, par les présentes, abrogée et remplacée par ce qui suit:
	2	—	Lieu au Canada òū doit étre situé le siége social
			Territoire de la Métropole, Province de Québec
Date				Signature	Title — Titre
Le 20 aoút 1997				/s/ Richard Fortin	Secrétaire
				Richard Fortin
					FOR DEPARTMENTAL USE ONLY — A L’USAGE DU MINISTERE SEULEMENT Filed — Déposée
					OCT 20 1997

[LOGO] Industry Canada Industrie Canada

Certificate of Amendment	Certificat de modification
Canada Business Còrporations Act	Loi canadienne sur les sociétés par actions
COUCHE-TARD INC.	194436-3

Name of corporation-Dénomination de la société		Corporation number-Numéro de la société
I hereby certify that the articles of the above-named corporation were amended:		Je certifie que les statuts de la société susmentionnée ont été modifiés:
a) under section 13 of the Canada Business Corporations Act in accordance with the attached notice;	o	a)	en vertu de l’article 13 de la Loi canadienne sur les sociétés par actions, conformément à l’avis ci-joint;
b) under section 27 of the Canada Business Corporations Act as set out in the attached articles of amendment designating a series of shares;	o	b)	en vertu de l’article 27 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices ci-jointes désignant une sérié d’actions;
c) under section 179 of the Canada Business Corporations Act as set out in the attached articles of amendment;	ý	c)	en vertu de l’article 179 de la Loi canadienne sur les sociétés par actions,tel qu’il est indiqué dans les clauses modificatrices ci-jointes;
d) under section 191 of the Canada Business Corporations Act as set out in the attached articles of reorganization;	o	d)	en vertu de l’article 191 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses de réorganisation ci-jointes;

	/s/ [ILLEGIBLE]	December 17, 2002/le 17 décembre 2002
Director — Directeur		Date of Amendment — Date de modification
[LOGO]

[LOGO]	Industry Canada	Industrie Canada	FORM 4	FORMULE 4
			ARTICLES OF AMENDMENT	CLAUSES MODIFICATRICES
	Canada Business	Loi canadienne sur les	(SECTION 27 OR 177)	(ARTICLES 27 0U 177)
	Corporations Act	sociétés par actions

1 — Name of the Corporation — Dénomination sociale de la société			2 — Corporation No. — No. de la société
C CORP. INC.			1944363
3 — The articles of the above-named corporation are amended as follows:		Les statuts de la société mentionnée ci-dessus ?ont modifiés de la façon suivante :
La dénomination sociale de la société est modifiée pour devenir:
COUCHE-TARD INC.
Le territoire oũ doit étre siége le situé social de la société est modifié pour devenir :
PROVINCE DE QUÉBEC
Date	Signature			4 — Capacity of — En qualité de
2002-12-13	/s/ [ILLEGIBLE]			Président Administrateur
For Departmental Use Only À l'usage du ministére seulement	Printed Name — Nom en lettros moulées
Déposée DEC 24 2002	Alain Bouchard

[CANADA CORPORATEK LOGO]

IC 3069 (2001/11)

[LOGO]	Industry Canada	Industrie Canada
	Corporations Directorate	Direction générale des Corporations
	9th floor	9e étage
	Jean Edmonds Towers South	Tour Jean Edmonds sud
	365 Laurier Avenue West	365, avenue Laurier ouest
	Ottawa, Ontario KIA 0C8	Ottawa (Ontario) KIA 0C8
December 24, 2002/le 24 décembre 2002			Your file — Votre référence
CORPACTION INC.
21 RUE TURGEON
SAINTE-THERESEQUEBEC			Our file — Notre référence
J7E 3H2			194436-3
Re — Objet: COUCHE-TARD INC.

Enclosed herewith is the document issued in the above matter.	Vous trouverez ci-inclus le document émis dans l’affaire précitée.
A notice of issuance of CBCA documents will be published in the Canada Corporations Bulletin.	Un avis de l’émission de documents en vertu de la LCSA sera publié dans le Bulletin des sociétés canadiennes.
IF A NAME OR CHANGE OF NAME IS INVOLVED, THE FOLLOWING CAUTION SHOULD BE OBSERVED.	S’IL EST QUESTION D’UNE DÉNOMINATION SOCIALE OU D’UN CHANGEMENT DE DÉNOMINATION SOCIALE, L’AVERTISSEMENT SUIVANT DOIT ÉTRE RESPECTE :
This name is available for use as a corporate name subject to and conditional upon the applicants assuming full responsibility for any risk of confusion with existing business names and trade marks (including those set out in the relevant NUANS search report(s)).  Acceptance of such responsibility will comprise an obligation to change the name to a dissimilar one in the event that representations are made and established that confusion is likely to occur.  The use of any name granted is subject to the laws of the jurisdiction where the company carries on business.	Cette dénomination sociale est disponible en autant que les requérants assument toute responsabilité de risque de confusion avec toutes dénominations commerciales et toutes marques de commerce existantes (y compris celles qui sont cit?es dans le(s) rapport(s) de recherches de NUANS pertinent(s)).  Cette acceptation de responsabilité comprend l’obligation de changer la dénomination de la société en une dénomination diffërente advenant le cas où des représentations sont faites établissant qu’ily a une probabilité de confusion.  L’utilisation de tout nom octroyé est sujette à toute loi de la juridiction où la société exploite son entreprise.
We trust this is to your satisfaction.	Nous espérons le tout à votre satisfaction.
Kim O’Brien
For the Director General, Corporations Directorate	pour le Directeur général, Direction générale des
[LOGO]

EX-3.10

Exhibit 3.10

COUCHE-TARD INC.

(formerly C CORP. INC.)

(formerly 144969 CANADA INC.)

BY - LAWS NUMBERS 1 - 17

being the general by-laws of the Corporation

1.SHAREHOLDERS

(a)MEETINGS

The annual meeting of shareholders of the Corporation shall be held on such date as may be determined by resolution of the board of directors but not later than eighteen (18) months after the Corporation comes into existence and subsequently not later than fifteen (15) months after the last annual meeting.

A special meeting of shareholders may be called for any day upon the order of the board of directors or upon the written requisition of not less than five per cent (5%) of the issued shares of the Corporation that carry the right to vote upon the business to be transacted at the meeting and stated in the requisition.

(b)PLACE OF MEETINGS

Meetings of shareholders shall be held at the place that the directors determine and may, if all the shareholders entitled to vote at the meeting so agree in writing, be held outside Canada.  Meetings of shareholders called upon the written request of shareholders as set out in subsection (a) hereof shall be held at the registered office of the Corporation at such time as may be determined in any such order.

(c)NOTICE OF MEETINGS

At least twenty-one (21) days’ and not more than fifty (50) days’ notice in writing of the time and place of any meeting of shareholders shall be sent to each shareholder entitled to vote at such meeting, to each director of the

Corporation and to the auditor of the Corporation, if any, by the secretary of the Corporation by prepaid mail addressed to, or by personal delivery to the shareholder or director at his latest address as shown in the records of the Corporation.  The failure or omission to give such notice of any meeting to any shareholder shall not invalidate any resolution passed or business transacted at such meeting.

The notice of any meeting shall state generally the nature of the business to be transacted thereat and the text of any special resolution to be submitted and no business shall be transacted at such meeting unless the same shall have been referred to in the said notice.  Unless otherwise provided by law, meetings of shareholders may be held without previous notice if all shareholders entitled to attend as well as each director and the auditor of the Corporation be present in person or, in the case of shareholders, by proxy or if all shareholders entitled to attend, personally or by their proxies, and each director and the auditor of the Corporation sign a written waiver of notice of the time, place and purpose of such meeting.

(d)QUORUM

The quorum at any meeting of shareholders shall be a representation personally or by proxy of a majority of the shares of the capital stock of the Corporation carrying voting rights at such time.  If there be no such quorum present in person or by proxy, a majority of the shareholders so present or represented may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be so present or represented, unless the meeting is adjourned for an aggregate of thirty (30) days or more in which case notice of the adjourned meeting shall be given as for an original meeting.  At such adjourned meeting at which a quorum shall be so present or represented, any business may be transacted which might have been transacted at the meeting as originally called.

(e)PROXIES

Proxies must be deposited with the secretary of the Corporation at such time previous to the meeting as may be determined by the directors and specified in the notice calling the meeting but in any event not exceeding forty-eight (48) hours preceding the meeting, excluding Saturdays and holidays.

(f)VOTING

Unless otherwise required by law, all questions at meetings of shareholders shall be decided by a majority in number of the votes cast by the shareholders present either in person or by proxy and entitled to vote at such meeting.  In case the number of votes is equal, the chairman of the meeting

shall have an additional deciding or casting vote.  A declaration by the chairman of the meeting of shareholders to the effect that a resolution has been carried or lost, as to the number of votes cast, and or as to the majority for or against, shall be conclusive evidence thereof.

(g)RESOLUTION IN LIEU OF MEETING

Except as otherwise provided in the Canada Business Corporations Act (the “Act”).

i)a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders;

ii)a resolution in writing dealing with all matters required to be dealt with at a meeting of shareholders by the Act and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of the Act relating to meetings of shareholders.

2.DIRECTORS

(a)NUMBER AND QUORUM

Until changed in accordance with the Act, the board shall consist of not less than one (1) nor more than fifteen (15) (Amended Nov. 5, 2003) directors, of whom a majority shall be resident Canadians.  The board shall be entitled from time to time by resolution, to fix the number of directors within such limits and to establish the quorum of directors for the transaction of business at not less than a majority of the minimum number of directors specified in the Articles of Incorporation.  Until otherwise fixed as aforesaid, the number of directors of the Corporation shall be two (2) of whom a majority shall constitute a quorum at any meeting of the board.  The board of directors shall not transact business at a meeting, other than filling a vacancy in the board, unless a majority of the directors present are resident Canadians, except where (i) a resident Canadian director who is unable to be present approves in writing or by telephone or other communication facilities the business transacted at the meeting; and (ii) a majority of resident Canadians would have been present had that director been present at the meeting.

(b)ELECTION AND TERM OF OFFICE

The directors shall be elected by the shareholders of the Corporation at the annual meeting and shall hold office for a term not exceeding three (3) years.  The election shall be by ballot if any shareholder present at the meeting when such election takes place so demands; if no such demand be made the election will be by show of hands.

(c)MEETINGS

Meetings of the board of directors may be held at such time and place as the directors may be resolution determine or may be called by the president or by two directors on three (3) days’ notice to each director either by letter or telegram or in any other manner.  Meetings called by the president shall be held at such time and place as the president may determine.  Meetings called by two directors shall be held at the registered office of the Corporation at such time as may be determined by them.  The first meeting of the newly elected board of directors may be held at the place where the annual meeting of shareholders is held and immediately after the holding of said meeting.  No notice of such meeting shall be necessary in order to legally constitute same, provided a quorum of the newly elected directors is present.  Unless otherwise provided by law, meetings of directors may be held at any time or place without notice if all the directors be present and consent to such meeting or if all the directors waive notice in writing of the time, place and purpose of such meeting.

If all directors of the Corporation consent thereto in writing, a director may participate in a meeting of directors by means of such telephone or other communication facilities as permit all persons participating in the meeting to hear each other and a director participating in such manner is deemed to be present at that meeting.

(d)VOTING

All questions at meetings of the board of directors shall be decided by a majority vote and each director shall have one vote.  In case the number of votes is equal, the chairman of the meeting shall have an additional deciding or casting vote.  A declaration by the chairman of the meeting of the board of directors to the effect that a resolution has been carried or lost, as to the number of votes cast, and/or as to the majority for or against, shall be conclusive evidence thereof.

(e)RESOLUTION IN LIEU OF MEETING

A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors.

(f)QUALIFICATIONS

No one shall be elected as a director or appointed as a director to fill any vacancy unless he is at least eighteen (18) years of age.

(g)VACANCIES

In case of the death or resignation of a director or his being unable to act as such or his becoming disqualified, the vacancy thereby created may be filled for the unexpired portion of his term by the remaining directors so long as they form a quorum or by the shareholders.

(h)REMOVAL AND DISQUALIFICATIONS

Any director may be removed from office upon the vote of a majority of the shareholders at a meeting duly called for such purpose and may be replaced by the same meeting which so removes him but the director so replacing him shall hold office only for the remainder of the term of office of the director he replaces.

A director of a corporation ceases to hold office when:

i)he dies or resigns; such resignation to be effective at the time a written resignation is sent to the Corporation or at the time specified in the resignation, whichever is the later;

ii)he shall become bankrupt;

iii)he is found unsound of mind by a court in Canada or elsewhere.

(i)DISCLOSURE OF INTEREST

Subject to the provisions of this subsection, it is the duty of a director or officer of the Corporation who is in any way, whether directly or indirectly, interested in a material contract or proposed material contract with the Corporation to disclose in writing to the Corporation or request to have entered in the minutes of meetings of directors the nature and extent of his interest.

In the case of a proposed contract, the disclosure required by this subsection to be made by a director shall be made at the meeting of directors at which the question of entering into the contract is first taken into consideration, or, if the director is not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he becomes so interested, or, in a case where the director becomes interested in a contract after it is made, the said declaration shall be made at the first meeting of directors held after the director becomes so interested or, if a person who is interested in a contract later becomes a director, at the first meeting after he becomes a director.

In the case of a contract or proposed contract, the disclosure required by this subsection to be made by an officer (who is not a director) shall be made forthwith after he becomes aware that the contract or proposed contract is to be considered or has been considered at a meeting of directors, or, if the officer becomes interested after a contract is made, forthwith after he becomes so interested or if a person who is interested in a contract later becomes an officer, forthwith after he becomes an officer.

A general notice that a director or an officer is a member of any specified partnership, company or corporation and is to be regarded as interested in any subsequent transaction with such partnership, company or corporation shall be sufficient disclosure under the preceding paragraphs of this subsection and after such general notice it shall not be necessary to give any special notice relating to any particular transaction with such partnership, company or corporation.

No director shall vote in respect of any contract or proposed contract in which he is so interested as aforesaid and if he does so vote his vote shall not be counted, but this prohibition does not apply in the case of a contract that is:

i)an arrangement by way of security for money lent to or obligations undertaken by him for the benefit of the corporation or an affiliate;

ii)one relating primarily to his remuneration as a director, officer, employee or agent of the corporation or an affiliate;

iii)one for indemnity or insurance under section 119; or

iv)one with an affiliate.

Subject to compliance with the foregoing provisions, a director of the Corporation may be interested as vendor, purchaser, shareholder or in any other manner or capacity whatsoever in a contract or proposed contract with the Corporation and no such director shall be accountable for any benefits received with respect to such contract.

(j)REMUNERATION

The directors shall be entitled to receive such remuneration as may be fixed by the board of the directors.

(k)POWERS

In addition to the general powers of management and the powers and authorities by the by-laws of the Corporation expressly conferred upon them, the board of directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, articles or by-laws of the Corporation directed or required to be exercised or done by the shareholders of the Corporation.

(l)DELEGATION OF POWERS

The directors may from time to time entrust to and confer upon a managing director appointed from their members or committee of directors or any officer or officers of the Corporation for the time being or any corporation or person or attorney or agent or trustee, wherever situate, such of the powers exercisable by the directors as they think fit except the powers which may not be delegated under the Act and for such purpose the directors may appoint any person or corporation, wherever situate, to be the attorney or agent or trustee of the Corporation and the directors may confer such powers, (including the powers to sub-delegate) for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they may think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the directors so delegated on their behalf and may from time to time revoke, withdraw, alter or vary all or any of such powers.

3.OFFICERS

The Corporation shall have a president and a secretary and may have a chairman of the board, one or more vice-presidents, a treasurer and such other officers as the board of directors may determine.  Any duly qualified person may be the holder of any one or more of such offices, except the offices of president and vice-president, and if holding the offices of secretary and of treasurer shall be styled secretary-treasurer and may perform any of the duties of secretary or of treasurer as may from time to time be directed as hereinafter provided.  In the absence of any agreement to the contrary, all offices shall be held during the pleasure of the board of directors and all officers shall be subject to dismissal with or without cause by resolution of the board of directors passed at a meeting thereof called for the purpose of considering same.

(a)CHAIRMAN OF THE BOARD

The directors may appoint a chairman of the board from among themselves.  The chairman of the board shall, if present, preside at all meetings of the board of directors.

(b)PRESIDENT

The directors shall appoint a president who need not be from among themselves.  In the event of any vacancy occurring in the office of president, the directors shall fill the vacancy from among themselves.  The president shall be the chief executive officer of the Corporation, shall exercise a general supervision over the affairs of the Corporation, shall preside over meetings of shareholders and, in the absence of the chairman of the board, shall, if present, preside at all meetings of the board of directors.

(c)VICE-PRESIDENT

The directors may, if they think fit, appoint one or more vice-presidents, who need not be from among themselves, and each vice-president shall hold office at the discretion of the board of directors.  Should more than one vice-president be appointed as aforesaid, the board of directors shall have the right to establish the seniority of the vice-presidents inter se.  In the absence or inability to act of the president, the most senior vice-president, if appointed from among the members of the board, shall have and exercise all the rights and powers of the president and shall perform the duties of the president.  In all other cases, the vice-president shall only exercise such rights and perform such duties as may be prescribed by resolution of the board of directors or by the president.

(d)SECRETARY

The directors shall appoint a secretary.  The secretary shall keep the minute books and the corporate records of the Corporation, give or cause to be given all required notices, have such other powers and duties as are usual to the office and in addition shall perform such other duties as he may from time to time be directed to perform by resolution of the board of directors or by the president.

(e)TREASURER

The directors may appoint a treasurer.  The treasurer shall keep or cause to be kept complete and accurate books of account, have such other powers and duties as are usual to the office and in addition shall perform such other duties as he may from time to time be directed to perform by resolution of the board of directors or by the president.

(f)OTHER OFFICERS

The directors may create such other offices and appoint such persons to hold same as in their discretion they deem necessary.

4.PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

(a)LIMITATION OF LIABILITY

Every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.  Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

(b)INDEMNITY

Subject to the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or such body corporate, if

(i)he acted honestly and in good faith with a view to the best interests of the Corporation; and

(ii)in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

The Corporation shall also indemnify such person in such other circumstances as the Act permits or requires.  Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

(c)INSURANCE

Subject to the Act, the Corporation may purchase and maintain insurance for the benefit of any person referred to in section 4 (a) against any liability incurred by him in his capacity as a director or officer of the Corporation or of another body corporate where he acts or acted in that capacity at the Corporation’s request.

5.AUDITORS

Unless all the shareholders of the Corporation including those not otherwise entitled to vote resolve not to appoint an auditor or auditors, an auditor or auditors shall be appointed at the annual meeting of shareholders of the Corporation to hold office until the next annual meeting of shareholders of the Corporation.

6.SECURITY CERTIFICATES AND TRANSFERS

(a)SECURITY CERTIFICATES

Security certificates shall be in such form as may be determined by resolution of the board of directors and certificates shall be signed manually by at least one director or officer of the Corporation or by such other person(s) as may be authorized by law or by resolution of the board of directors and in addition to said signatures the said security certificates may be sealed with the seal of the Corporation.

(b)LOST SECURITY CERTIFICATES

No certificate for securities of the Corporation shall be issued in place of any certificate alleged to have been defaced, lost, stolen or destroyed, except upon production of such evidence of such defacement, loss, theft or destruction, and, in the discretion of the directors, upon delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the directors in their discretion may require.

(c)TRANSFER OF SECURITIES

Securities of the Corporation shall be transferable on the books of the Corporation only at the registered office of the Corporation, unless otherwise resolved

by the board of directors, by the registered holder thereof in person or by his duly authorized attorney upon surrender for cancellation of a certificate or certificates for the same number of securities with an assignment or power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature thereon as the Corporation or its agent may reasonably require.

The directors may make such other rules and regulations dealing with the transfer of securities of the Corporation, the surrendering and cancelling of security certificates, the closing of the transfer books, etc., as to them may appear expedient and necessary in the interests of the Corporation.

The directors may from time to time by resolution appoint or remove one or more transfer agents and/or branch transfer agents and/or registrars and/or branch registrars for all securities of the Corporation and may in the same manner provide for the transfer and registration of all securities of the Corporation in one or more places in or out of Canada.

(d)REGISTERED HOLDER

The Corporation shall be entitled to treat the registered holder of any security of the Corporation as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such security on the part of any other person, whether or not it shall have express or other notice thereof, unless otherwise expressly provided by law.

7.ISSUE OF SHARES

Unless otherwise provided in the articles of the Corporation, shares of the Corporation may be issued, allotted or otherwise dealt with by resolution of the board of directors on such terms and conditions as the directors may deem advisable, provided that no share shall be issued until it is fully paid as provided by the Act.

8.DIVIDENDS

The directors may from time to time by resolution declare dividends and pay same out of the funds of the Corporation available for that purpose, subject to the Act and to the provisions, if any, of the articles of the Corporation.

9.BOOKS AND RECORDS

The Corporation shall maintain at its registered office or at any other place in Canada designated by the directors a book or books containing the following:

(i)the articles and the by-laws of the Corporation and all amendments thereto and a copy of any unanimous shareholders’ agreement;

(ii)   minutes of all meetings of directors and shareholders, certified by the chairman and the secretary of the meeting at which the proceedings were held or by the chairman and the secretary of the next succeeding meeting and resolutions of the directors and shareholders;

(iii)  copies of notices of directors and notices of change of directors filed under the Act containing the names, addresses and occupations of the directors and the dates upon which they became and ceased to be directors;

(iv)  the names, alphabetically arranged, and addresses of the security holders and the number of securities of each class held;

(v)a register of issues and transfers in which shall be recorded particulars of every issue and transfer of securities of the Corporation;

(vi)  details as to the receipts and the disbursements of the Corporation and the matters to which each of them relates as well as details of its financial transactions and its credits and liabilities.

10.RIGHTS OF INSPECTION

No shareholder shall, in virtue of the fact of his being a shareholder, have any rights of inspection of the books and registers of the Corporation or access to any information pertinent to the Corporation other than as provided by statute.

11.FINANCIAL YEAR

(See Resol. dated Nov. 5, 2003).

The financial year of the Corporation shall terminate on the last Saturday of January in each year or on such other date as the directors may from time to time by resolution determine.

12.SEAL

The corporate seal of the Corporation shall be circular in form and shall bear the name of the Corporation.

The directors may from time to time, by resolution, make provision for the use of duplicates of the corporate seal of the Corporation.

13.REGISTERED OFFICE

* (Repealed and replaced Nov. 5, 2003) Until changed in accordance with the Act, the address of the registered office of the Corporation will be within the province specified in the article.

14.CONTRACTS, DOCUMENTS AND DECLARATIONS

All documents and returns required to be submitted to or filed with governmental authorities, customs and excise declarations and returns, affidavits, statutory declarations, proofs of claim or loss and general or partial releases relating to same, waivers or claims of lien or privilege and discharges of same and declarations in respect of garnishment proceedings involving the Corporation or interrogatories upon articulated facts may be signed and executed under seal or otherwise by any officer or director for or in the name of and on behalf of the Corporation and, if signed and executed as aforesaid, shall be binding upon and enforceable against the Corporation.

Save for the documents referred to in the preceding paragraph of this by-law and all other documents in connection with the ordinary course of the business of the Corporation which may also be signed and executed under seal or otherwise by any officer or director for or in the name of and on behalf of the Corporation with the same effect, all documents not in the ordinary course of business of the Corporation to be signed and executed by the Corporation shall be signed and executed in the name of and on behalf of the Corporation by such person or persons, including, officer(s), director(s) or employee(s) of the Corporation or attorney(s) as may be determined from time to time by resolution of the board of directors and, if required, the corporate seal of the Corporation shall be attached thereto.

15.BY-LAWS

The directors may from time to time make, repeal, amend or re-enact by-laws of the Corporation but every such by-law, repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a special general meeting of shareholders of the Corporation duly called for that purpose, shall only have force and effect until the next meeting of shareholders of the Corporation and in default of confirmation thereat shall at and from such time cease to have force and effect.

The shareholders may in accordance with the Act make a proposal to make, amend or repeal a by-law.

16.BANKING AND NEGOTIABLE INSTRUMENTS

The directors may from time to time by resolution authorize the opening and maintaining of a bank account or accounts at such banks as they may select and authorize any director or directors, officer or officers, clerk, employee or agent to transact banking business of the Corporation with such bank or banks and to sign, make, draw, accept, endorse or execute in the name of or on behalf of the Corporation all cheques, promissory notes, bills of exchange or other negotiable instruments. Any and all such documents so signed or executed shall be binding upon the Corporation.

17.MISCELLANEOUS PROVISIONS

(a)RECORD DATE

The directors of the Corporation may fix in advance a date as the record date for determining shareholders entitled to receive payment of a dividend, entitled to participate in a liquidation, distribution or for any other purpose except the right to receive notice of or to vote at a meeting, which record date shall not precede by more than fifty (50) days the particular action to be taken; in the case of the right to receipt of notice of or to vote at a meeting of shareholders, the record date shall not precede by more than fifty (50) days or by less than twenty-one (21) days the date on which the meeting is to be held.

(b)NOTICE

When required by statute or by the articles or by-laws of the Corporation notice is required to be given, personal notice is not meant unless expressly so stated and any notice so required shall be deemed to be sufficient if given by depositing it in a post office box in a sealed, postage prepaid wrapper addressed to the person entitled thereto at his last known address as recorded in the books of the Corporation and such notice when so given shall be sufficient and shall be deemed to have been received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that this is not so.

Enacted by the board of directors and sanctioned by the sole shareholder of the Corporation as required by law on the 17th day of July, 1986.

Witness the corporate seal of the Corporation.

/s/ [ILLEGIBLE]	/s/ [ILLEGIBLE]
Secretary	President

COUCHE-TARD INC.

(formerly C CORP. INC.)

(formerly 144969 CANADA INC.)

BY-LAW NUMBER 18

being a by-law respecting the

borrowing of money by the Corporation

The directors of the Corporation may from time to time:

a)borrow money upon the credit of the Corporation;

b)limit or increase the amount to be borrowed;

c)issue debentures or other securities of the Corporation;

d)pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient;

e)secure any such debentures, or other securities, or any other present or future borrowing or liability of the Corporation, by mortagage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, moveable and immoveable, property of the Corporation, and the undertaking and rights of the Corporation; and

f)delegate any of the above powers to such officers or directors of the Corporation as they may deem expedient;

The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers possessed by the directors or officers of the Corporation independently of this by-law.

Enacted by the board of directors and sanctioned by the sole shareholder of the Corporation as required by law on the 17th day of July, 1986.

Witness the corporate seal of the Corporation.

/s/ [ILLEGIBLE]	/s/ [ILLEGIBLE]
Secretary	President

EX-3.11

Exhibit 3.11

For Ministry Use Only Å I’usage exclusif du ministére					Ontario Corporation Number Numéro de la société en Ontano
[Ontario LOGO]		Ministry of Consumer and Business Services		Ministére des Services aux consammateura et aux entreprises	1373080
CERTIFICATE				CERTIFICAT
This is to certify that these articles are effective on				Ceci certifie que les présents status entrent en vigueur le
	DECEMBER 0 3 DÉCEMBRE, 2003
			/s/ [ILLEGIBLE]
	Director / Directriéo
	Business Corporations Act / Loi sur les sociétés par actions

Form 3
Business
Corporations
Act

Formule 3
Loi sur les
sociétés par
actions

ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION

1.The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS)

Dénomination sociale actuelle de la société (écrire en LETTRES MAJUSCULES SEULEMENT):

MAC’S CONVENIENCE STORES INC.

2.The name of the corporation is changed to (if applicable): (Set out in BLOCK CAPITAL LETTERS)

Nouvelle dénomination sociale de la société (s’il y a lieu) (écrire en LETTRES MAJUSCULES SEULEMENT):

3.Date of incorporation/amalgamation:

Date de la constitution ou de la fusion:

1999-09-06
(Year, Month, Day)
(année, mois, jour)

4.Complete only if there is a change in the number of directors or the minimum / maximum number of directors. Il faut remplir catte partie seúlement si le nombre d’administrateurs ou si le nombre minimal ou maximal d’administrateurs a changé.

Number of directors is/are:	or	minimum and maximum number of directors is/are:
Nombre d’administrateurs:	ou	nombres minimum et maximum d’administrateurs:
Number	or	minimum and maximum
Nombre	ou	minimum et maximum

5.The articles of the corporation are amended as follows:

Lés statuts de la société sont modifiés de la façon suivante:

(i) by deleting the words “No restrictions” in paragraph 9 of the articles of amalgamation and inserting the following therefor:

07119 (03/2003)

1

“The right to transfer shares of the Corporation shall be restricted in that no shareholder shall be entitled to transfer any share or shares in the capital of the Corporation without either:

(a) the express sanction of the holders of more than 50% of the voting shares of the Corporation for the time being outstanding expressed by a resolution passed at a meeting of the shareholders or by an instrument or instruments in writing signed by the holders of more than 50% of such shares; or

(b) the express sanction of the directors of the Corporation expressed by a resolution passed by the votes of a majority of the directors of the Corporation at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors.”

(ii) by adding the following provisions to paragraph 10 of the articles of amalgamation;

“(i) The number of shareholders of the Corporation, exclusive of persons who are in its employment and exclusive of persons who, having been formerly in the employment of the Corporation were, while in that employment, and have continued after the termination of that employment to be, shareholders of the Corporation, is limited to not more than 50. 2 or more persons who are the joint registered owners of 1 or more shares being counted as 1 shareholder.

(ii) Any invitation to the public to subscribe for securities of the Corporation is prohibited.”

6.The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act.

La modification a été düment autorisée conformément aux articles 168 et 170 (selon le cas) de la Loi sur les sociétés par actions.

7.The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on

Les actionnaires ou les administrateurs (selon le cas) de la société ont approuvé la résolution autorisant la modification le

2003-Nov-28
(Year, Month, Day)
(année, mois, jour)

These articles are signed in duplicate.

Les présents statuts sont signés en double exemplaire.

MAC’S CONVENIENCE STORES INC.

(Name of Corporation) (if the name is to be changed by these articles set out current name)

(Dénomination sociale de la société) (Si lon demande un changement de nom, indiquer ci-dessus la dénomination sociale actuelle).

By/
Par:
/s/ Real Plourde	Director
(Signature)	(Description of Office)
(Signature)	(Fonction)
Réal Plourde

2

For Ministry Use Only Á I’usage exclusif du ministére					Ontario Corporation Number Numéro de la société en Ontario
[Ontario LOGO]		Ministry of Consumer and Commercial Relations		Ministére de la Consommation et du Commerce	1373080
CERTIFICATE				CERTIFICAT
This is to certify that those articles are effective on				Ceci certifie que les présents statuts entrent en vigueur le
	DECEMBER 1 5 DÉCEMBRE, 1999
			/s/ [ILLEGIBLE]
	Director / Directeur
	Business Corporations Act / Loi sur les sociétés par actions

Form 3
Business
Corporations
Act

Formule 3
Loi sur les
sociétés par
actions

ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION

1.	The name of the corporation is:	Dénomination sociale de la société:
SILCORP LIMITED/SILCORP LIMITEE
2.	The name of the corporation is changed to (if applicable):	Nouvelle dénomination sociale de la société (s’il y a lieu):
MAC’S CONVENIENCE STORES INC.
3.	Date of incorporation/amalgamation:	Date de la constitution ou de la fusion:

1999 September 06
(Year, Month, Day)
(année, mois, jour)

4. The articles of the corporation are amended as follows: Les statuts de la société sont modifiés de la façon suivante.

(a)to change the name of the corporation to Mac’s Convenience Stores Inc.; and

(b)to provide that the corporation shall have a minimum of four (4) directors and a maximum of eight (8) directors.

DYE & DURHAM
FORM 3 (B.C.A.)

07/96

CBR 173

1

5.	The amendment has been duly authorized as required by Section 168 & 170 (as applicable) of the Business Corporations Act.	La modification a été dúment autorisée conformément aux articles 168 et 170 (selon le cas) de la Loi sur les sociétés par actions.
6.	The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on	Les actionnaires ou les administrateurs (selon le cas) de la société ont approuvé la résolution autorisant la modification le

1999, November 26
(Year, Month, Day)
(année, mois, jour)

These articles are signed in duplicate. Les présents status sont signés en double exemplaire.

	SILCORP LIMITED/SILCORP LIMITEE
	(Name of Corporation)
	(Dénomination sociale de la société)
By:/Par:	Maureen I. Cook	Assistant Secretary
	(Signature)	(Description of Office)
	(Signature)	(Fonction)

07/96

CBR 173

2

For Ministry Use Only Á I’usage exclusif du ministere					Ontario Corporation Number Numéro de la compagnie en Ontario
[Ontario LOGO]		Ministry of Consumer and Commercial Relations		Ministère de la Consommation et du Commerce	1373080
CERTIFICATE				CERTIFICAT
This is to certify that these articles are effective on				Ceci certifie que les présents statuts entrent en vigueur le
	SEPTEMBER 0 6 SEPTEMBRE, 1999
			/s/ [ILLEGIBLE]
	Director / Directeur
	Business Corporations Act / Loi sur les sociétés par actions

Form 4
Business
Corporations
Act

Formule
numbero 4
Loi sur les
compagnies

ARTICLES OF AMALGAMATION
STATUTS DE FUSION

1.		The name of the amalgamated corporation is:			Dénomination sociale de la compagnie issue de la fusion:
SILCORP LIMITED/SILCORP LIMITEE
2.		The address of the registered office is:			Adresse du siége social:
10 Commander Boulevard
(Street & Number, or R.R. Number & if Multi-Office Building give Room No.)
(Rue et numéro, ou numéro de la R.R. et. s’ll s’agit édifice à bureaux, numéro du bureau)
Scarborough				M1S3T2
(Name of Municipality or Post Office)				(Postal Code/Code postal)
(Nom de la municipalité ou du bureau de poste)
3.	Number (or minimum and maximum number) of directors is:			Nombre (ou nombres minimal et maximal) d’administrateurs:
	Minimum of eight (8), maximum of twelve (12)
4.	The director(s) is/are:			Administrateur(s):
	First name, initials and surname Prénom, initiales et nom de famille		Address for service, giving Street & No. or R.R. No., Municipality and Postal Code Domicile élu, y compris la rue et le numéro, le numéro de la R.R. ou le nom de la municipalite et le code postal			Resident Canadian State Yes or No Résident Canadien Oui/Non
	See page 1A

DYE & DURHAM
FORM 4 (B.C.A)
01/99

1

5.	(A)	The amalgamation agreement has been duly adopted by the shareholders of each of the amalgamating corporations as required by subsection 176 (4) of the Business Corporations Act on the date set out below.	o	(A)	Les. actionnaires de chaque compagnie qul fusionne ont düment adopté la convention de fusion conformément au paragraphe 176 (4) de la Loi sur les compagnies à la date mentionnée ci-dessous.
		Check A or B		Cocher A ou B
	(B)	The amalgamation has been approved by the directors of each amalgamating corporation by a resolution as required by section 177 of the Business Corporations Act on the date set out below. The articles of amalgamation in substance contain the provisions of the articles of incorporation of	ý	(B)		Les administrateurs de chaque compagnie qui fusionne ont approuvé la fusion par voie de resolution conformément à I’article 177 de la Loi sur les compagnies à la date mentionnée ci-dessous. Les statuts de fusion reprennent essentiellement les dispositions des statuts constitutits de

SILCORP LIMITED/
SILCORP LIMITEE

and are more particularly set out in these articles. et sont ènoncés textuellement aux présents statuts.

Names of amalgamating corporations Dénomination sociale des compagnies qui fusionnent	Ontario Corporation Number Numéro de la compagnie en Ontarió	Date of Adoption/Approval Date d’adoption ou d’approbation
Silcorp Limited/ Silcorp Limitee	1273548	September 3, 1999
679385 Ontario Inc.	679385	September 3, 1999

01/99

4.	The director(s) is/are:	Administrateur(s):
	First name, initials and surname Prénom, initiales et nom de famille	Residence Address, giving Street & No. or R.R. No., Municipality and Postal Code Adresse personnelle, y compris la rue et le numéro, le numéro de la R.R. ou le nom de la municipalité et le code postal	Resident Canadian State Yes or No Résident Canadien Oui/Non
	Francois Alepin	19, Pointe Langlois Ste.  Rose, Quebec  H7L 3J4	Yes
	Rodrigue Biron	305 Chemin de la Plage   St.  Laurent St-Augustin des Maures Cap Rouge, Quebec  G1Y  3G9	Yes
	Alain Bouchard	6, Rue Nogent Lorraine, Quebec  J7E 4H6	Yes
	Robert Brunet	2665 Route Nicolas Austin Bolton Centre, Quebec  JOE 1GO	Yes
	Jacques D’Amours	25, Place Chatenois Lorraine, Quebec  J6Z 9Z7	Yes
	Jean Elie	1929 Laird Boulevard Town of Mount Royal, Quebec H3P 2V2	Yes
	Richard Fortin	42, Bois Franc Ste. Julie, Quebec  JOL 2SO	Yes
	Real Plourde	47, Rue Holton Westmount, Quebec  H3Y 2G1	Yes
	Simon Senecal	47, Avenue Henley Town of Mount Royal, Quebec H3P 1V4	Yes

1A

6.	Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise.	Limites, s’ll y a lieu, imposées aux activities commerciales ou aux pouvoirs de la compagnie.
	No restrictions.
7.	The classes and any maximum number of shares that the corporation is authorized to issue:	Catégories et nombre maximal, s’ll y a lieu, d’actions que la compagnie est autorisée à émettre:
	Unlimited number of common shares.

01/99

3

8. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series: Droits, priviléges, restrictions et conditions, s’il y a lieu, rattachés à chaque catégorie d’actions et pouvoirs des administrateurs relatils á chaque catégorie d’actions qui peut ëtre émise en série:

(A)	The common shares shall have attached thereto the following rights, privileges, conditions and restrictions:
	1.Voting.  The holders of the common shares shall be entitled to receive notice of and to attend and vote at all meetings of the shareholders of the Corporation and each common share shall confer the right to one vote in person or by proxy at all meetings of shareholders of the Corporation.
	2.Liquidation, Dissolution and Winding-up.  In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the holders of the common shares shall be entitled to receive the remaining property of the Corporation.

4

9.	The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows:	L’émission, le transferi ou la proprièté d’actions est/n’est pas restréinte.  Les restrictions, s’il y a lieu, sont les suivantes:
	No restrictions.
10.	Other provisions, (if any):	Autres dispositions, s’il y a lieu:
	There shall be the following special provisions governing the Company:
	(i)That the Company may pay commissions or allow discounts to persons in consideration of their subscribing or agreeing to subscribe, whether absolutely or conditionally, for shares in the Company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for such shares, but no such commission or subscription shall exceed twenty-five per cent (25%) of the amount of the subscription price.
11.	The statements required by subsection 178(2) of the Business Corporations Act are attached as Schedule “A”.	Les déclarations exigées aux termes du paragraphe 178(2) de la Loi sur les compagnies constituent l’annexe “A”.
		Une copie de la convention de fusion ou les résolutions des administrateurs (selon le cas) constitue(nt) l’annexe “B”.
12.	A copy of the amalgamation agreement or directors resolutions (as the case may be) is/are attached as Schedule “B”.

These articles are signed in duplicate.	Les présents statuts sont signés en double exemplaire.
Names of the amalgamating corporations and signatures and descriptions of office of their proper officers	Dénomination sociale des compagnies qui fusionnent, signature at lonction de leurs dirigeants régulièrement désignés.
SILCORP LIMITED/ SILCORP LIMITEE	679385  ONTARIO INC.

Per:	/s/ Maureen I. Cook		Per:	/s/ Maureen I. Cook
	Name:	Maureen I. Cook		Name:	Maureen I. Cook
	Title:	Assistant Secretary		Title:	Assistant Secretary

SCHEDULE “A”

STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT, (ONTARIO)

I, MAUREEN I. COOK, of the City of Mississauga, in the Province of Ontario, hereby certify and state as follows:

1.This Statement is made pursuant to subsection 178(2) of the Business Corporations Act, (Ontario) (the “Act”).

2.I am the Assistant Secretary of SILCORP LIMITED/SILCORP LIMITĖE and as such have knowledge of its affairs.

3.I am the Assistant Secretary of 679385 ONTARIO INC. (formerly C Corp. (Ontario) Inc.) and as such have knowledge of its affairs.

4.I have conducted such examinations of the books and records of SILCORP LIMITED/SILCORP LIMITĖE and 679385 ONTARIO INC. (formerly C Corp. (Ontario) Inc.) (the “Amalgamating Corporations”) as are necessary to enable me to make the statements hereinafter set forth.

5.There are reasonable grounds for believing that:

(a)each of the Amalgamating Corporations is and Silcorp Limited/Silcorp Limitée, the corporation continuing from the amalgamation of the Amalgamating Corporations (the “Corporation”), will be able to pay its liabilities as they become due, and

(b)the realizable value of the Corporation’s assets will not be less than the aggregate of its liabilities and stated capital of all classes.

6.There are reasonable grounds for believing that no creditor of any of the Amalgamating Corporations will be prejudiced by the amalgamation.

7.Based on the statements made above, none of the Amalgamating Corporations is obligated to give notice to any creditor.

DATED this 3rd day of September, 1999.

    /s/ Maureen I. Cook

Maureen I. Cook

SCHEDULE “B”

SILCORP LIMITED/
SILCORP LIMITĖE
(the “Corporation”)

“BE IT RESOLVED THAT:

1.The amalgamation of the Corporation and 679385 Ontario Inc. (formerly C Corp. (Ontario) Inc.) under the Business Corporations Act (Ontario) pursuant to subsection 177(2) thereof, be and the same is hereby approved;

2.The shares of 679385 Ontario Inc. (formerly C Corp. (Ontario) Inc.) shall be cancelled without any repayment of capital in respect thereof;

3.The articles of amalgamation of the amalgamated corporation shall be the same as the articles of incorporation, as amended, of the Corporation;

4.The by-laws of the amalgamated corporation shall be the same as the by-laws of the Corporation;

5.The stated capital of 679385 Ontario Inc. (formerly C Corp. (Ontario) Inc.) shall be added to the stated capital of the Corporation;

6.Any officer or director of the Corporation be and is hereby authorized to do all things and execute all instruments and documents necessary or desirable to carry out and give effect to the foregoing.”

CERTIFIED to be a true and accurate copy of a resolution of the directors of the Corporation, passed by or consented to in accordance with the provisions of the Business Corporations Act (Ontario),on the 3rd day of September, 1999.

/s/ Maureen I. Cook
Name:	Maureen I. Cook
Title:	Assistant Secretary

SCHEDULE “B”

679385 ONTARIO INC.
(formerly C Corp. (Ontario) Inc.)

(the “Corporation”)

“BE IT RESOLVED THAT:

1.The amalgamation of the Corporation and Silcorp Limited/Silcorp Limitée under the Business Corporations Act (Ontario) pursuant to subsection 177(2) thereof, be and the same is hereby approved;

2.The shares of the Corporation shall be cancelled without any repayment of capital in respect thereof;

3.The articles of amalgamation of the amalgamated corporation shall be the same as the articles of incorporation, as amended, of Silcorp Limited/Silcorp Limitée;

4.The by-laws of the amalgamated corporation shall be the same as the by-laws of Silcorp Limited/Silcorp Limitée;

5.The stated capital of the Corporation shall be added to the stated capital of Silcorp Limited/Silcorp Limitée;

6.Any officer or director of the Corporation be and is hereby authorized to do all things and execute all instruments and documents necessary or desirable to carry out and give effect to the foregoing.”

CERTIFIED to be a true and accurate copy of a resolution of the directors of the Corporation, passed by or consented to in accordance with the provisions of the Business Corporations Act (Ontario), on the 3^rd day of September, 1999.

/s/ Maureen I. Cook
Name:	Maureen I. Cook
Title:	Assistant Secretary

SILCORP LIMITED

(the “Corporation”)

CERTIFICATE

I, Maureen I. Cook, Assistant Secretary of the Corporation, hereby certify that attached hereto is a true and correct copy of Articles of Amalgamation together with Certificate of the Ontario Ministry of Consumer and Commercial Relations as to their effectiveness on September 6, 1999 wherein Silcorp Limited and 679385 Ontario Inc. (formerly C Corp. (Ontario) Inc. amalgamated to form Silcorp Limited.

DATED the 7th day of September, 1999.

	c/s
Maureen I. Cook
Assistant Secretary

C CORP. (ONTARIO) INC.
(the “Corporation”)

CERTIFICATE

I, Maureen I. Cook, Assistant Secretary of the Corporation, hereby certify that attached hereto is a true and correct copy of Articles of Continuance of C Corp. (Ontario) Inc. together with Certificate of the Ontario Ministry of Consumer and Commercial Relations as to their effectiveness on September 2, 1999 whereby the Corporation was continued under the laws of the Province of Ontario under the name 679385 Ontario Inc.

DATED the 7th day of September, 1999.

Maureen I. Cook

Assistant Secretary

EX-3.12

Exhibit 3.12

MAC’S CONVENIENCE STORES INC.

BY-LAW 1A

A by-law relating generally to the conduct of the affairs of MAC’S CONVENIENCE STORES INC.

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of MAC’S CONVENIENCE STORES INC. (hereinafter called the “Corporation”) as follows:

REPEAL

1.Repeal.  All of the existing by-laws of the Corporation be and the same are hereby repealed as of the coming into force of this by-law provided that such repeal shall not affect the previous operation of any by-law so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under or the validity of any contract or agreement made pursuant to any such by-law prior to its repeal.  All officers and persons acting under any by-law so repealed shall continue to act as if appointed by the directors under the provisions of this by-law or the Business Corporations Act (Ontario) until their successors are appointed.

DEFINITIONS

2.In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:

(a)“Act” means the Business Corporations Act, R.S.O. 1990, c. B.16, as from time to time amended, and every statute that may be substituted therefor and, in the case of such amendment or substitution, any reference in the by-laws of the Corporation shall be read as referring to the amended or substituted provisions;

(b)“by-law” means any by-law of the Corporation from time to time in force and effect;

(c)all terms contained in the by-laws which are defined in the Act shall have the meanings given to such terms in the Act;

(d)words importing the singular number only shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders; and

(e)the headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

REGISTERED OFFICE

3.                             The Corporation may from time to time (i) by resolution of the directors change the address of the registered office of the Corporation within the municipality or geographic township within Ontario specified in its articles, and (ii) by special resolution, change the municipality or geographic township within Ontario in which its registered office is situated.

SEAL

4.                             The Corporation may, but need not, have a corporate seal. An instrument or agreement executed on behalf of the Corporation by a director, an officer or an agent of the Corporation is not invalid merely because the corporate seal, if any, is not affixed thereto.

DIRECTORS

5.                             Number and powers. The number of directors, or the minimum and maximum number of directors of the Corporation, is set out in the articles of the Corporation. A majority of the directors shall be resident Canadians, but if the Corporation has only one or two directors, that director or one of the two directors, as the case may be, shall be a resident Canadian. Subject to any unanimous shareholder agreement, the directors shall manage or supervise the management of the business and affairs of the Corporation and may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation and are not by the Act, the articles, the by-laws, any special resolution of the Corporation, a unanimous shareholder agreement or by statute expressly directed or required to be done in some other manner.

Notwithstanding any vacancy among the directors, the remaining directors may exercise all the powers of the directors so long as a quorum of the number of directors remains in office.

Subject to subsections 124(1), (2), (4) and (5) of the Act and to the Corporation's articles, where there is a quorum of directors in office and a vacancy occurs, the directors remaining in office may appoint a qualified person to hold office for the unexpired term of his predecessor.

6.                             Duties. Every director and officer of the Corporation in exercising his powers and discharging his duties shall:

(a)           act honestly and in good faith with a view to the best interests of the Corporation; and

(b)           exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Every director and officer of the Corporation shall comply with the Act, the regulations thereunder, the Corporation's articles and by-laws and any unanimous shareholder agreement.

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7.Qualification.  Every director shall be an individual 18 or more years of age and no one who is of unsound mind and has been so found by a court in Canada or elsewhere or who has the status of a bankrupt shall be a director.

8.Term of office.  A director’s term of office (subject to the provisions, if any, of the Corporation’s articles, and subject to his election for an expressly stated term) shall be from the date of the meeting at which he is elected or appointed until the close of the annual meeting of shareholders next following his election or appointment or until his successor is elected or appointed.

9.Vacation of office.  The office of a director shall be vacated if:

(a)he dies or, subject to subsection 119(2) of the Act, sends to the Corporation a written resignation and such resignation, if not effective upon receipt by the Corporation, becomes effective in accordance with its terms;

(b)he is removed from office;

(c)he becomes bankrupt; or

(d)he is found by a court in Canada or elsewhere to be of unsound mind.

10.Election and removal.  Directors shall be elected by the shareholders by ordinary resolution on a show of hands, or by ballot if a ballot is demanded.  Except for those directors elected for an expressly stated term, all the directors then in office shall cease to hold office at the close of the meeting of shareholders at which directors are to be elected but, if qualified, are eligible for re-election.  Subject to subsection 122(2) of the Act, the shareholders of the Corporation may by ordinary resolution at an annual or special meeting remove any director before the expiration of his term of office and may, by a majority of the votes cast at the meeting, elect any person in his stead for the remainder of his term.

Whenever at any election of directors of the Corporation the number or the minimum number of directors required by the articles is not elected by reason of the disqualification, incapacity or the death of any candidates, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum pending the holding of a meeting of shareholders in accordance with subsection 124(3) of the Act.

A retiring director shall cease to hold office at the close of the meeting at which his successor is elected unless such meeting was called for the purpose of removing him from office as a director in which case the director so removed shall vacate office forthwith upon the passing of the resolution for his removal.

11.Validity of acts.  An act done by a director or by an officer is not invalid by reason only of any defect that is thereafter discovered in his appointment, election or qualification.

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MEETINGS OF DIRECTORS

12.Place of meeting.  Meetings of directors and of any committee of directors may be held at any place within or outside Ontario and in any financial year a majority of the meetings of the board of directors need not be held at a place within Canada.  A meeting of directors may be convened by the Chairman of the Board (if any), the President or any director at any time and the Secretary shall upon direction of any of the foregoing convene a meeting of directors.  A quorum of the directors may, at any time, call a meeting of the directors for the transaction of any business the general nature of which is specified in the notice calling the meeting.

13.Notice.  Notice of the time and place for the holding of any such meeting shall be sent to each director not less than two days (exclusive of the day on which the notice is sent but inclusive of the day for which notice is given) before the date of the meeting; provided that meetings of the directors or of any committee of directors may be held at any time without formal notice if all the directors are present (except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all the absent directors have waived notice.

Notice of the time and place for the holding of any meeting of directors or any committee of directors may be given by delivery, telegraph, cable, telex or other electronic means that produces a written copy.

For the first meeting of directors to be held following the election of directors at an annual or special meeting of the shareholders or for a meeting of directors at which a director is appointed to fill a vacancy in the board, no notice of such meeting need be given to the newly elected or appointed director or directors in order for the meeting to be duly constituted, provided a quorum of the directors is present.

14.Waiver of notice.  Notice of a meeting of directors or of any committee of directors or any irregularity in a meeting or in the notice thereof may be waived in any manner by any director and such waiver may be validly given either before or after the meeting to which such waiver relates.  Attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

15.Telephone participation.  Where all the directors of the Corporation present at or participating in the meeting consent thereto (either before or after the meeting), a director may participate in a meeting of directors or of any committee of directors by means of such telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in a meeting by such means shall be deemed for the purposes of the Act to be present at that meeting.  If the majority of the directors participating in the meeting are then in Canada, the meeting shall be deemed to be held in Canada.

16.Adjournment.  Any meeting of directors or of any committee of directors may be adjourned from time to time by the chairman of the meeting, with the consent of the meeting, to a fixed time and place and no notice of the time and place for the holding of the adjourned

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meeting need be given to any director if the time and place of the adjourned meeting is announced at the original meeting.  Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat.  The directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting.  If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.

17.Quorum and voting.  A majority of the number of directors or minimum number of directors required by the articles shall constitute a quorum for the transaction of business.  If the Corporation has fewer than three directors, all directors must be present at any meeting of directors to constitute a quorum.  Subject to subsection 124(1) and subsection 126(7) of the Act, no business shall be transacted by the directors except at a meeting of directors at which a quorum is present and at which a majority of the directors present are resident Canadians or, where the Corporation has fewer than three directors, at which one of the directors present is a resident Canadian.  Questions arising at any meeting of directors shall be decided by a majority of votes.  In case of an equality of votes, the chairman of the meeting in addition to his original vote shall not have a second or casting vote.

COMMITTEES OF DIRECTORS

18.General.  The directors may from time to time appoint from their number one or more committees of directors, provided that a majority of the members of each such committee shall be resident Canadians.  The directors may delegate to each such committee any of the powers of the directors, except that no such committee shall have the authority to:

(a)submit to the shareholders any question or matter requiring the approval of the shareholders;

(b)fill a vacancy among the directors or in the office of auditor or appoint or remove any of the chief executive officer, however designated, the chief financial officer, however designated, the chairman or the president of the Corporation;

(c)subject to section 184 of the Act, issue securities except in the manner and on the terms authorized by the directors;

(d)declare dividends;

(e)purchase, redeem or otherwise acquire shares issued by the Corporation;

(f)pay a commission referred to in section 37 of the Act;

(g)approve a management information circular referred to in Part VIII of the Act;

(h)approve a take-over bid circular, directors’ circular or issuer bid circular referred to in Part XX of the Securities Act;

(i)approve any financial statements referred to in clause 154(1)(b) of the Act and Part XVIII of the Securities Act;

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(j)approve an amalgamation under section 177 or an amendment to the articles under subsection 168(2) or (4) of the Act; or

(k)adopt, amend or repeal by-laws.

19.Audit committee.  If the Corporation is an “offering corporation” as defined in paragraph 1(1) of the Act, the board of directors shall, and otherwise the directors may, elect annually from among their number an audit committee to be composed of not fewer than three directors, a majority of whom are not officers or employees of the Corporation or any of its affiliates, to hold office until the next annual meeting of the shareholders.

Each member of the audit committee shall serve during the pleasure of the board of directors and, in any event, only so long as he shall be a director.  The directors may fill vacancies in the audit committee by election from among their number.

The audit committee shall have power to fix its quorum at not less than a majority of its members and to determine its own rules of procedure subject to any regulations imposed by the board of directors from time to time and to the following paragraph.

The auditor of the Corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the Corporation, to attend and be heard thereat; and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor.  The auditor of the Corporation or any member of the audit committee may call a meeting of the committee.

The audit committee shall review the financial statements of the Corporation and shall report thereon to the board of directors of the Corporation prior to approval thereof by the board of directors and shall have such other powers and duties as may from time to time by resolution be assigned to it by the board.

REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES

20.The remuneration to be paid to the directors of the Corporation shall be such as the directors shall from time to time by resolution determine and such remuneration shall be in addition to the salary paid to any officer or employee of the Corporation who is also a director.  The directors may also by resolution award special remuneration to any director in undertaking any special services on the Corporation’s behalf other than the normal work ordinarily required of a director of a corporation.  The confirmation of any such resolution or resolutions by the shareholders shall not be required.  The directors may fix the remuneration of the officers and employees of the Corporation.  The directors, officers and employees shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Corporation.

SUBMISSION OF CONTRACTS OR TRANSACTIONS TO
SHAREHOLDERS FOR APPROVAL

21.The directors in their discretion may submit any contract, act or transaction for approval, ratification or confirmation at any meeting of the shareholders called for the purpose of

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considering the same and any contract, act or transaction that shall be approved, ratified or confirmed by resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or by the Corporation’s articles or by-laws) shall be as valid and as binding upon the Corporation and upon all the shareholders as though it had been approved, ratified and/or confirmed by every shareholder of the Corporation.

FOR THE PROTECTION OF DIRECTORS AND OFFICERS

22.No director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense suffered or incurred by the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office of trust or in relation thereto, unless the same shall happen by or through his failure to exercise the powers and to discharge the duties of his office honestly and in good faith with a view to the best interests of the Corporation, and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, provided that nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or regulations made thereunder or relieve him from liability for a breach thereof.  The directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the board of directors.  If any director or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the Corporation, the fact of his being a shareholder, director or officer of the Corporation shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

INDEMNITIES TO DIRECTORS AND OTHERS

23.Subject to subsections 136(2) and (3) of the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of such corporation or body corporate, if

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(a)he acted honestly and in good faith with a view to the best interests of the Corporation; and

(b)in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

The Corporation is hereby authorized to execute agreements evidencing its indemnity in favour of the foregoing persons to the full extent permitted by law.

OFFICERS

24.Appointment of officers.  The directors may annually or as often as may be required appoint a President and a Secretary and if deemed advisable may annually or as often as may be required appoint a Chairman of the Board, one or more Vice-Presidents, a Treasurer and one or more Assistant Secretaries and/or one or more Assistant Treasurers.  None of such officers, except the Chairman of the Board, need be a director of the Corporation.  Any director may be appointed to any office of the Corporation.  Two or more of such offices may be held by the same person.  In case and whenever the same person holds the offices of Secretary and Treasurer he may but need not be known as the Secretary-Treasurer.  The directors may from time to time appoint such other officers, employees and agents as they shall deem necessary who shall have such authority and shall perform such functions and duties as may from time to time be prescribed by resolution of the directors.

25.Removal of officers, etc.  All officers, employees and agents, in the absence of agreement to the contrary, shall be subject to removal by resolution of the directors at any time, with or without cause.

26.Duties of officers may be delegated.  In case of the absence or inability or refusal to act of any officer of the Corporation or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being.

27.Chairman of the Board.  The Chairman of the Board (if any), shall when present preside at all meetings of the directors, any committee of the directors and shareholders, shall sign such documents as may require his signature in accordance with the by-laws of the Corporation and shall have such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the directors or as are incidental to his office.

28.President.  The President shall be the chief executive officer of the Corporation and shall exercise general supervision over the business and affairs of the Corporation.  In the absence of the Chairman of the Board (if any), and if the President is also a director of the Corporation, the President shall, when present, preside at all meetings of the directors, any committee of the directors and shareholders; he shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the directors or as are incidental to his office.

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29.Vice-President.  The Vice-President or, if more than one, the Vice-Presidents in order of seniority, shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President; provided, however, that a Vice-President who is not a director shall not preside as chairman at any meeting of directors or shareholders.  The Vice-President or, if more than one, the Vice-Presidents in order of seniority, shall sign such contracts, documents or instruments in writing as require his or their signatures and shall also have such other powers and duties as may from time to time be assigned to him or them by resolution of the directors.

30.Secretary.  The Secretary shall give or cause to be given notices for all meetings of the directors, any committee of the directors and shareholders when directed to do so and shall have charge of the minute books of the Corporation and, subject to the provisions of paragraph 47 hereof, of the documents and registers referred to in subsections 140(1) and (2) of the Act.  He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and duties as may from time to time be assigned to him by resolution of the directors or as are incidental to his office.

31.Treasurer/Controller.  Subject to the provisions of any resolution of the directors, the Treasurer or the Controller shall have the care and custody of all the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such bank or banks or with such other depositary or depositaries as the directors may by resolution direct.  He shall prepare and maintain adequate accounting records.  He shall manage the Corporation’s financial information systems and shall provide financial information and data to the directors of the Corporation.  He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and duties as may from time to time be assigned to him by resolution of the directors or as are incidental to his office.  He may be required to give such bond for the faithful performance of his duties as the directors in their uncontrolled discretion may require and no director shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided.  If the Corporation should appoint both a Treasurer and a Controller, their respective duties shall be allocated between them in such manner as the directors may determine, provided that in such circumstances the Controller shall report to the Treasurer.

32.Compliance Officer.  Subject to the provisions of any resolution of the directors, the Compliance Officer shall have the responsibility for ensuring that the Corporation complies with all rules and regulations of any statutory or regulatory body or similar authority having jurisdiction over the Corporation or any organization of which the Corporation is a member, including any stock exchange, securities exchange or commodities exchange.  He shall advise the Corporation of the requirements of such entities and shall assist the directors in the development of policies to ensure compliance therewith.  He shall prepare and maintain adequate records to comply with the requirements of any such institution or organization and he shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and duties as may from time to time be assigned to him by resolution of the directors or as are incidental to his office.

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33.Assistant Secretary and Assistant Treasurer.  The Assistant Secretary or, if more than one, the Assistant Secretaries in order of seniority, and the Assistant Treasurer or, if more than one, the Assistant Treasurers in order of seniority, shall perform all the duties of the Secretary and Treasurer, respectively, in the absence or inability to act of the Secretary or Treasurer, as the case may be.  The Assistant Secretary or Assistant-Secretaries, if more than one, and the Assistant Treasurer or Assistant Treasurers, if more than one, shall sign such contracts, documents or instruments in writing as require his or their signatures, respectively, and shall have such other powers and duties as may from time to time be assigned to them by resolution of the directors.

34.Managing Director.  The directors may from time to time appoint from their number a Managing Director who is a resident Canadian and may delegate to the Managing Director any of the powers of the directors subject to the limits on authority provided by subsection 127(3) of the Act.  A Managing Director shall conform to all lawful orders given to him by the directors of the Corporation and shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Corporation.  Any agent or employee appointed by a Managing Director shall be subject to discharge by the directors.

35.Vacancies.  If the office of Chairman of the Board, President, Vice-President, Secretary, Assistant Secretary, Treasurer, Controller, Assistant Treasurer, Compliance Officer, or any other office created by the directors pursuant to paragraph 23 shall be or become vacant by reason of death, resignation or in any other manner whatsoever, the directors shall in the case of the President or the Secretary and may in the case of the other officers appoint an officer to fill such vacancy.

SHAREHOLDERS’ MEETINGS

36.Annual or special meetings.  Subject to subsection 104(1) of the Act, the directors of the Corporation,

(a)shall call an annual meeting of shareholders not later than 15 months after holding the last preceding annual meeting; and

(b)may at any time call a special meeting of shareholders.

37.Place of meetings.  Subject to the articles and any unanimous shareholder agreement, a meeting of the shareholders of the Corporation may be held at such place in or outside Ontario as the directors may determine or, in the absence of such a determination, at the place where the registered office of the Corporation is located.

38.Meeting by Electronic Means.  A meeting of the shareholders may be held by telephonic or electronic means and a shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of the Act to be present at the meeting.  A meeting held by telephonic or electronic means shall be deemed to be held at the place where the registered office of the Corporation is located.

39.Notice.  A notice stating the day, hour and place of meeting and, if special business is to be transacted thereat, stating (or accompanied by a statement of) (i) the nature of

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that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon, and (ii) the text of any special resolution or by-law to be submitted to the meeting, shall be served by sending such notice to each person who is entitled to notice of such meeting and who on the record date for notice appears on the records of the Corporation or its transfer agent as a shareholder entitled to vote at the meeting and to each director of the Corporation and to the auditor of the Corporation by prepaid mail not less than 21 days and not more than 50 days (exclusive of the day of mailing and of the day for which notice is given) before the date (if the Corporation is an offering corporation as such term is defined in the Act) or not less than 10 days before the date (if the Corporation is not an offering corporation) of every meeting addressed to the latest address of each such person as shown in the records of the Corporation or its transfer agent, or if no address is shown therein, then to the last address of each such person known to the Secretary; provided that a meeting of shareholders may be held for any purpose at any date and time and at any place without notice if all the shareholders and other persons entitled to notice of such meeting are present in person or represented by proxy at the meeting (except where the shareholder or such other person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all the shareholders and other persons entitled to notice of such meeting and not present in person nor represented by proxy thereat waive notice of the meeting.  Notice of any meeting of shareholders or the time for the giving of any such notice or any irregularity in any such meeting or in the notice thereof may be waived in any manner by any shareholder, the duly appointed proxy of any shareholder, any director or the auditor of the Corporation and any other person entitled to attend a meeting of shareholders, and any such waiver may be validly given either before or after the meeting to which such waiver relates.

The auditor of the Corporation is entitled to attend any meeting of shareholders of the Corporation and to receive all notices and other communications relating to any such meeting that a shareholder is entitled to receive.

40.Omission of notice.  The accidental omission to give notice of any meeting to or the non-receipt of any notice by any person shall not invalidate any resolution passed or any proceeding taken at any meeting of shareholders.

41.Record dates for notice of meetings.  Subject to subsection 95(4) of the Act, the directors may fix in advance the date as the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders, but such record date shall not precede by more than 50 days or by less than 21 days the date on which the meeting is to be held.

If no record date is fixed, the record date for the determination of the shareholders entitled to receive notice of a meeting of the shareholders shall be

(i)at the close of business on the day immediately preceding the day on which notice is given; or

(ii)if no notice is given, the day on which the meeting is held.

42.Votes.  Every question submitted to any meeting of shareholders shall be decided in the first instance on a show of hands and in case of an equality of votes the chairman of the

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meeting shall neither on a show of hands nor on a ballot have a second or casting vote in addition to the vote or votes to which he may be entitled as a shareholder or proxy nominee.

At any meeting, unless a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting, either before or after any vote by a show of hands, a declaration by the chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

In the absence of the Chairman of the Board (if any), the President and any Vice-President who is a director, the shareholders present entitled to vote shall choose another director as chairman of the meeting and if no director is present or if all the directors decline to take the chair then the shareholders present shall choose one of their number to be chairman.

If at any meeting a ballot is demanded on the election of a chairman or on the question of adjournment or termination, the ballot shall be taken forthwith without adjournment.  If a ballot is demanded on any other question or as to the election of directors, the ballot shall be taken in such manner and either at once or later at the meeting or after adjournment as the chairman of the meeting directs.  The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded.  A demand for a ballot may be made either before or after any vote by a show of hands and may be withdrawn.

Where two or more persons hold the same share or shares jointly, any one of such persons present at a meeting of shareholders has the right, in the absence of the other or others, to vote in respect of such share or shares, but if more than one of such persons are present or represented by proxy and vote, they shall vote together as one on the share or shares jointly held by them.

43.Proxies.  Votes at meetings of the shareholders may be given either personally or by proxy.  At every meeting at which he is entitled to vote, every shareholder present in person and every proxyholder shall have one vote on a show of hands.  Upon a ballot on which he is entitled to vote every shareholder present in person or by proxy shall (subject to the Corporation’s articles) have one vote for every share registered in his name.

Every shareholder, including a shareholder that is a body corporate, entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or proxyholders or one or more alternate proxyholders, who need not be shareholders, as his nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy.

A proxy shall be in written or printed format or a format generated by telephonic or electronic means and becomes a proxy when completed and signed in writing or by electronic signature by the shareholder or his attorney authorized by a document that is signed in writing or by electronic signature or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized.  If a proxy or document authorizing an attorney is signed by electronic signature, the means of electronic signature shall permit a reliable determination that the proxy or document was created or communicated by or on behalf of the shareholder or the attorney, as

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the case may be.  If the Corporation is an “offering corporation” as defined in paragraph 1(1) of the Act, any such proxy appointing a proxyholder to attend and act at a meeting or meetings of shareholders ceases to be valid one year from its date.

An instrument appointing a proxyholder may be in the following form or in any other form which complies with the regulations made under the Act:

“The undersigned shareholder of MAC’S CONVENIENCE STORES INC. hereby appoints            of                        , whom failing,                              , of                            as the nominee of the undersigned to attend and act for and on behalf of the undersigned at the meeting of the shareholders of the said Corporation to be held on the       day        of          ,        and at any adjournment thereof in the same manner, to the same extent and with the same power as if the undersigned were present, either personally or by telephonic or electronic means, at the said meeting or such adjournment thereof.

DATED
	Signature of Shareholder

This form of proxy must be signed in writing or by electronic signature by a shareholder or his attorney authorized by a document that is signed in writing or by electronic signature or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized.”

The directors may from time to time pass regulations regarding the lodging of instruments appointing a proxyholder at some place or places other than the place at which a meeting or adjourned meeting of shareholders is to be held and for particulars of such instruments to be telegraphed, cabled, telexed, sent in writing or otherwise communicated by electronic means that produces a written copy before the meeting or adjourned meeting to the Corporation or any agent of the Corporation appointed for the purpose of receiving such particulars and providing that instruments appointing a proxyholder so lodged may be voted upon as though the instruments themselves were produced at the meeting or adjourned meeting and votes given in accordance with such regulations shall be valid and shall be counted.  The chairman of the meeting of shareholders may, subject to any regulations made as aforesaid, in his discretion accept telegraphic, telex, cable or written communication, or electronic communication that produces a written copy, as to the authority of anyone claiming to vote on behalf of and to represent a shareholder notwithstanding that no instrument of proxy conferring such authority has been lodged with the Corporation, and any votes given in accordance with such telegraphic, telex, cable, written or electronic communication accepted by the chairman of the meeting shall be valid and shall be counted.

44.Adjournment.  The chairman of the meeting may with the consent of the meeting adjourn any meeting of shareholders from time to time to a fixed time and place and if the meeting is adjourned for less than 30 days, no notice of the time and place for the holding of the adjourned meeting need be given to any shareholder, other than by announcement at the earliest

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meeting that is adjourned.  If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than 90 days, section 111 of the Act does not apply.  Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat.  The persons who formed a quorum at the original meeting are not required to form a quorum at the adjourned meeting.  If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.  Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

45.Quorum.  Two persons present and each holding or representing by proxy at least one issued share of the Corporation shall be a quorum of any meeting of shareholders for the choice of a chairman of the meeting and for the adjournment of the meeting to a fixed time and place but may not transact any other business; for all other purposes a quorum for any meeting shall be persons present not being less than two in number and holding or representing by proxy not less than a majority of the total number of the issued shares of the Corporation for the time being enjoying voting rights at such meeting.  If a quorum is present at the opening of a meeting of shareholders, the shareholders present may proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

Notwithstanding the foregoing, if the Corporation has only one shareholder, or only one shareholder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting and a quorum for such meeting.

SHARES AND TRANSFERS

46.Issuance.  Subject to the articles of the Corporation and any unanimous shareholder agreement, shares in the Corporation may be issued at such time and issued to such persons and for such consideration as the directors may determine.

47.Security certificates.  Security certificates (and the form of transfer power on the reverse side thereof) shall (subject to compliance with section 56 of the Act) be in such form as the directors may from time to time by resolution approve and, subject to subsection 55(3) of the Act, such certificates shall be signed manually by at least one director or officer of the Corporation or by or on behalf of a registrar, transfer agent, branch transfer agent or issuing or other authenticating agent of the Corporation, or by a trustee who certifies it in accordance with a trust indenture, and any additional signatures required on a security certificate may be printed or otherwise mechanically reproduced thereon.  Notwithstanding any change in the persons holding an office between the time of actual signing and the issuance of any certificate and notwithstanding that a person signing may not have held office at the date of issuance of such certificate, any such certificate so signed shall be valid and binding upon the Corporation.

48.Transfer agents.  For each class of securities and warrants issued by the Corporation, the directors may from time to time by resolution appoint or remove,

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(a)a trustee, transfer agent or other agent to keep the securities register and the register of transfer and one or more persons or agents to keep branch registers; and

(b)a registrar, trustee or agent to maintain a record of issued security certificates and warrants,

and, subject to section 48 of the Act, one person may be appointed for the purposes of both clauses (a) and (b) in respect of all securities and warrants of the Corporation or any class or classes thereof.

49.Surrender of security certificates.Subject to the Act, no transfer of a security issued by the Corporation shall be recorded or registered unless and until (i) the security certificate representing the security to be transferred has been surrendered and cancelled, or (ii) if no security certificate has been issued by the Corporation in respect of such share, a duly executed security transfer power in respect thereof has been presented for registration.

50.Defaced, destroyed, stolen or lost security certificates.  In case of the defacement, destruction, theft or loss of a security certificate, the fact of such defacement, destruction, theft or loss shall be reported by the owner to the Corporation or to an agent of the Corporation (if any) acting on behalf of the Corporation, with a statement verified by oath or statutory declaration as to the defacement, destruction, theft or loss and the circumstances concerning the same and with a request for the issuance of a new security certificate to replace the one so defaced, destroyed, stolen or lost.  Upon the giving to the Corporation (or, if there be an agent, hereinafter in this paragraph referred to as the “Corporation’s agent”, then to the Corporation and the Corporation’s agent) of an indemnity bond of a surety company in such form as is approved by the directors or by the Chairman of the Board (if any), the President, a Vice-President, the Secretary or the Treasurer of the Corporation, indemnifying the Corporation (and the Corporation’s agent, if any) against all loss, damage and expense, which the Corporation and/or the Corporation’s agent may suffer or be liable for by reason of the issuance of a new security certificate to such shareholder, and provided the Corporation or the Corporation’s agent does not have notice that the security has been acquired by a bona fide purchaser, a new security certificate may be issued in replacement of the one defaced, destroyed, stolen or lost, if such issuance is ordered and authorized by any one of the Chairman of the Board (if any), the President, a Vice-President, the Secretary or the Treasurer of the Corporation or by resolution of the directors.

DIVIDENDS

51.The directors may from time to time by resolution declare and the Corporation may pay dividends on its issued shares, subject to the provisions (if any) of the Corporation’s articles.

The directors shall not declare and the Corporation shall not pay a dividend if there are reasonable grounds for believing that:

(a)the Corporation is, or, after the payment, would be unable to pay its liabilities as they become due; or

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(b)the realizable value of the Corporation’s assets would thereby be less than the aggregate of its liabilities and stated capital of all classes.

The directors may declare and the Corporation may pay a dividend by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation and, subject to section 38 of the Act, the Corporation may pay a dividend in money or property.

52.In case several persons are registered as the joint holders of any securities of the Corporation, any one of such persons may give effectual receipts for all dividends and payments on account of dividends, principal, interest and/or redemption payments on redemption of securities (if any) subject to redemption in respect of such securities.

RECORD DATES

53.Subject to subsection 95(4) of the Act, the directors may fix in advance a date as the record date for the determination of shareholders (i) entitled to receive payment of a dividend, (ii) entitled to participate in a liquidation or distribution, or (iii) for any other purpose except the right to receive notice of or to vote at a meeting of shareholders, but such record date shall not precede by more than 50 days the particular action to be taken.

If no record date is fixed, the record date for the determination of shareholders for any purpose, other than to establish a record date for the determination of shareholders entitled to receive notice of a meeting of shareholders or to vote, shall be the close of business on the day on which the directors pass the resolution relating thereto.

VOTING SECURITIES IN OTHER ISSUERS

54.All securities of any other body corporate or issuer of securities carrying voting rights held from time to time by the Corporation may be voted at all meetings of shareholders, bondholders, debenture holders or holders of such securities, as the case may be, of such other body corporate or issuer and in such manner and by any one director or officer of the Corporation.  The duly authorized signing officers of the Corporation may also from time to time execute and deliver for and on behalf of the Corporation proxies and/or arrange for the issuance of voting certificates and/or other evidence of the right to vote in such names as they may determine without the necessity of a resolution or other action by the directors.

NOTICES, ETC.

55.Service.  Any notice or other document required to be given or sent by the Corporation to any shareholder or director of the Corporation shall be delivered personally or sent by prepaid mail or by telegram, telex or other electronic means that produces a written copy addressed to:

(a)the shareholder at his latest address as shown on the records of the Corporation or its transfer agent; and

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(b)the director at his latest address as shown in the records of the Corporation or in the last notice filed under the Corporations Information Act, whichever is the more current.

With respect to every notice or other document sent by prepaid mail it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed and put into a post office or into a post office letter box and shall be deemed to be received by the addressee on the fifth day after mailing.

56.If the Corporation sends a notice or document to a shareholder and the notice or document is returned on three consecutive occasions because the shareholder cannot be found, the Corporation is not required to send any further notices or documents to the shareholder until he informs the Corporation in writing of his new address.

57.Shares registered in more than one name.  All notices or other documents shall, with respect to any shares in the capital of the Corporation registered in more than one name, be given to whichever of such persons is named first in the records of the Corporation and any notice or other document so given shall be sufficient notice or delivery of such document to all the holders of such shares.

58.Persons becoming entitled by operation of law.  Every person who by operation of law, transfer or by any other means whatsoever shall become entitled to any shares in the capital of the Corporation shall be bound by every notice or other document in respect of such shares which prior to his name and address being entered on the records of the Corporation shall have been duly given to the person or persons from whom he derives his title to such shares.

59.Deceased shareholder.  Any notice or other document delivered or sent by post or left at the address of any shareholder as the same appears in the records of the Corporation shall, notwithstanding that such shareholder be then deceased and whether or not the Corporation has notice of his death, be deemed to have been duly served in respect of the shares held by such shareholder (whether held solely or with other persons) until some other person be entered in his stead in the records of the Corporation as the holder or one of the holders thereof and such service shall for all purposes be deemed a sufficient service of such notice or other document on his heirs, executors or administrators and all persons (if any) interested with him in such shares.

60.Signatures to notices.  The signature of any director or officer of the Corporation to any notice may be written, printed or otherwise mechanically reproduced.

61.Computation of time.  Where a given number of days’ notice or notice extending over any period is required to be given under any provisions of the articles or by-laws of the Corporation, the day of service, posting or other communication of the notice shall not be counted in such number of days or other period, and such number of days or other period shall commence on the day following the day of service, posting or other communication of the notice and shall terminate at midnight of the last day of the period except that if the last day of the period falls on a Sunday or holiday the period shall terminate at midnight of the day next following that is not a Sunday or holiday.

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62.Proof of service.  A certificate of any officer of the Corporation in office at the time of the making of the certificate or of an agent of the Corporation as to facts in relation to the mailing or delivery or service of any notice or other documents to any shareholder, director, officer or auditor or publication of any notice or other document shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Corporation, as the case may be.

CHEQUES, DRAFTS, NOTES, ETC.

63.All cheques, drafts or orders for the payment of money and all notes, acceptances and bills of exchange shall be signed by such officer or officers or other person or persons, whether or not officers of the Corporation, and in such manner as the directors may from time to time designate by resolution.

CUSTODY OF SECURITIES

64.All securities (including warrants) owned by the Corporation shall be lodged (in the name of the Corporation) with a chartered bank or a trust company or in a safety deposit box or, if so authorized by resolution of the directors, with such other depositaries or in such other manner as may be determined from time to time by the directors.

All securities (including warrants) belonging to the Corporation may be issued and held in the name of a nominee or nominees of the Corporation (and if issued or held in the names of more than one nominee shall be held in the names of the nominees jointly with the right of survivorship) and shall be endorsed in blank with endorsement guaranteed in order to enable transfer thereof to be completed and registration thereof to be effected.

EXECUTION OF CONTRACTS, ETC.

65.Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by any one director or officer and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The directors are authorized from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.

The corporate seal, if any, of the Corporation may, when required, be affixed to contracts, documents or instruments in writing signed as aforesaid or by an officer or officers, person or persons appointed as aforesaid by resolution of the board of directors.

The term “contracts, documents or instruments in writing” as used in this by-law shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, powers of attorney, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of securities and all paper writings.

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In particular, without limiting the generality of the foregoing, any one director or officer is authorized to sell, assign, transfer, exchange, convert or convey all securities owned by or registered in the name of the Corporation and to sign and execute (under the seal of the Corporation or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such securities.

The signature or signatures of any such officer or director of the Corporation and/or of any other officer or officers, person or persons appointed as aforesaid by resolution of the directors may, if specifically authorized by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon all contracts, documents or instruments in writing or bonds, debentures or other securities of the Corporation executed or issued by or on behalf of the Corporation and all contracts, documents or instruments in writing or securities of the Corporation on which the signature or signatures of any of the foregoing officers, directors or persons shall be so reproduced, by authorization by resolution of the directors, shall be deemed to have been manually signed by such officers, directors or persons whose signature or signatures is or are so reproduced and shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that the officers, directors or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of the delivery or issue of such contracts, documents or instruments in writing or securities of the Corporation.

FINANCIAL YEAR

66.The financial year of the Corporation shall terminate on such day in each year as the board of directors may from time to time by resolution determine.

PASSED by the directors of the Corporation on December 5, 2003.

CONFIRMED by the shareholder of the Corporation on December 5, 2003.

Alain Bouchard, President

Stéphane Gonthier, Secretary

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MAC’S CONVENIENCE STORES INC.

BY-LAW 2

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of MAC’S CONVENIENCE STORES INC. (the “Corporation”) as follows:

1.The directors may and they are hereby authorized from time to time to, without authorization of the shareholders,

(a)borrow money upon the credit of the Corporation;

(b)limit or increase the amount to be borrowed;

(c)issue, reissue, sell or pledge bonds, debentures, notes or other debt obligations of the Corporation for such sums and at such prices as may be deemed expedient;

(d)give a guarantee on behalf of the Corporation to secure payment or performance of an obligation of any person; and

(e)mortgage, hypothecate, charge, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation and the undertaking and rights of the Corporation, to secure any such bonds, debentures, notes or other debt obligations, or to secure any present or future borrowing, liability or obligation of the Corporation, including any guarantee given pursuant to subparagraph 1(d) of this by-law.

2.The directors may from time to time by resolution delegate to any one or more directors or officers, or to any committee of directors, of the Corporation all or any of the powers conferred on the directors by paragraph 1 of this by-law to the full extent thereof or such lesser extent as the directors may in any such resolution provide.

3.The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any other powers to borrow money for the purposes of the Corporation or to do any other acts or things referred to in paragraph 1 of this by-law possessed by its directors or officers pursuant to the articles of the Corporation, any other by-law of the Corporation or applicable law.

PASSED by the directors of the Corporation on December 5, 2003.

CONFIRMED by the shareholder of the Corporation on December 5, 2003.

Alain Bouchard, President Stéphane Gonthier, Secretary

EX-3.13

Exhibit 3.13

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.

TABLE OF CONTENTS

1.	INTERPRETATION
	1.1  Definitions
	1.2  Headings and Table of Contents
	1.3  Gender and Number
	1.4  Currency
	1.5  Generally Accepted Accounting Principles
	1.6  Invalidity of Provisions
	1.7  Entire Agreement
	1.8  Waiver, Amendment
	1.9  Governing Law
2.	CREATION OF THE LIMITED PARTNERSHIP
	2.1  Creation of the Limited Partnership
	2.2  Name
	2.3  Duration
	2.4  Purposes of the Partnership
	2.5  Principal Establishment
3.	RELATIONSHIP BETWEEN PARTNERS
	3.1  Status and Capacity of General Partner
	3.2  Status and Capacity of Special Partners
	3.3  Limitations on Authority of Special Partners
	3.4  Other Activities of Special Partners
	3.5  Choice of Court Jurisdiction
4.	CAPITAL OF THE LIMITED PARTNERSHIP
	4.1  Capital
	4.2  Capital Account
	4.3  Additional Contributions and Funding
	4.4  Failure to Provide Additional Contributions
	4.5  No Additional Contribution
	4.6  No Distribution to the Public
5.	MATTERS RELATING TO THE DISPOSITION AND ACQUISITION OF PARTNERSHIP INTEREST
	5.1  Restriction

	5.2  Transfer to an Affiliate
	5.3  Affiliate to be Bound by Agreement
	5.4  Undertaking to Maintain Control of Affiliate
	5.5  Admission of new Partner
6.	RIGHT OF FIRST REFUSAL
	6.1  Conditions to Transfer
	6.2  Offer to Sell
	6.3  Third Party Offer to Purchase
	6.4  Piggy-Back Right
	6.5  Condition Precedent to Transfer
	6.6  Closing of Transfer of a Selling Partner’s Interest
	6.7  Prescribed Price
	6.8  Delays for Governmental Approvals
7.	PROFITS AND LOSSES
	7.1  Participation
	7.2  Method of Calculation of Profits and Losses
	7.3  Net Losses, if Any
	7.4  Annual Allocation of Net Profits
	7.5  Interim Allocations
	7.6  Distribution
8.	MANAGEMENT AND ADMINISTRATION OF THE LIMITED PARTNERSHIP
	8.1  General Principles
	8.2  Authority of General Partner
	8.3  Powers and Duties of the General Partner
	8.4  Discharge of Powers and Execution of Functions
	8.5  Protection of Limited Liability of Special Partners
	8.6  Auditors and Financial Statements
	8.7  Fiscal year
	8.8  Signature of Cheques
	8.9  Signature of Contracts
	8.10  Precedence of Civil Code
9.	REPLACEMENT OR RESIGNATION OF PARTNERS
	9.1  Replacement
	9.2  No Resignation
10.	DISSOLUTION OF THE LIMITED PARTNERSHIP
	10.1  Events of Voluntary Dissolution
	10.2  Renewal, Reinstatement or Continuation
	10.3  Liquidator

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	10.4  Liquidation of Assets
	10.5  Distribution of Liquidation Proceeds
11.	AMENDMENTS TO AGREEMENT
12.	GENERAL PROVISIONS
	12.1  Notices
	12.2  Successors and Assigns
	12.3  Additional Instruments
	12.4  Time of Essence

iii

LIMITED PARTNERSHIP AGREEMENT entered into on the 24^th day of April 2001.

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;
	(“Depan”)
AND:	C CORP INC., a corporation incorporated under the Laws of Canada, having its head office in the City of Laval, Province of Québec, represented herein by Richard Fortin, its Executive Vice-President and Chief Financial Officer, duly authorized for the purposes hereof as he so declares;
	(“C Corp”)
AND:	MAC’S CONVENIENCE STORES INC., a corporation incorporated under the Laws of Ontario, having its head office in the City of Scarborough, Province of Ontario, represented herein by Richard Fortin, its Executive Vice-President and Chief Financial Officer, duly authorized for the purposes hereof as he so declares;
	(“Mac’s”)
AND:	3887961 CANADA INC., a corporation incorporated under the Laws of Canada, having its head office in the City of Laval, Province of Québec, represented herein by Richard Fortin, its President, duly authorized for the purposes hereof as he so declares;
	(“Canada Inc.”)

WHEREAS the parties hereto wish to create a limited partnership under the laws of the province of Québec;

WHEREAS the parties hereto wish to enter into this Agreement in order to provide for, among other things, the creation, management and administration of the limited partnership and the governing of their relationships as partners of the limited partnership.

NOW THEREFORE, the parties hereto agree as follows:

1.             INTERPRETATION

1.1          Definitions

The following terms and expressions wherever used in this Agreement shall have the following meaning:

1.1.1        “Acceptance Period” shall have the meaning ascribed to that term in Section 6.3.2;

1.1.2        “Affiliate” means with respect to any company, corporation or partnership, any Person which, at the relevant time, directly or indirectly, Controls, is Controlled by, or is under common Control with, such company, corporation or partnership.  “Control” as used in this Agreement, whether as a noun or as a verb shall mean (i) as to any company or corporation, the ownership, directly or indirectly, of voting shares entitling the holder thereof to elect a majority of the directors of such company or corporation and, (ii) as to any partnership, the ownership, directly or indirectly, of more than 50% of the units or common stock of such partnership.

If each of two Persons is an Affiliate of another Person, each of such two Persons is deemed to be an Affiliate of the other.

A Person is not an Affiliate of another Person only by reason of the fact that it is a partner in a partnership that is an Affiliate of such other Person.

1.1.3        “Agreement” means this Limited Partnership Agreement and all schedules, attached hereto, in each case as they may be amended or supplemented from time to time, and the expression “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement; and unless otherwise indicated, references to Articles and Sections are to articles and sections in this Agreement;

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1.1.4        “Business” means initially the management, holding purchase and sale of assets related to the businesses conducted by Alimentation Couche-Tard Inc. and its Affiliates as well as any commercial activity directly or indirectly related thereto:

1.1.5        “Business Day” means any day which is not a Saturday or a non juridical day for the purpose of the Code of Civil Procedure of the Province of Québec;

1.1.6        “Capital” means the capital of the Limited Partnership as provided in Article 4 hereof and the term “Capital”, for the purposes hereof, is synonymous with the term “common stock” used in the relevant articles of the Civil Code pertaining to limited partnerships;

1.1.7        “Capital Account” of a Partner means an account to which is credited all contributions to the Capital of the Partnership received by the Partnership from or on behalf of such Partner pursuant to Article 4, plus any Net Profits allocated to such Partner pursuant to Article 7, less any Net Losses allocated to such Partner pursuant to Article 7 and any distributions made to such Partner pursuant to Section 8.6;

1.1.8        “Civil Code” means the Civil Code of Québec;

1.1.9        “Commencement Date” means the date of execution of this Agreement;

1.1.10      “Declaration of Limited Partnership”  means the declaration of registration, as it may be modified from time to time, in respect of the Partnership, in accordance with the provisions of the Civil Code and of the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (Québec);

1.1.11      “Dispute” means any dispute, controversy or claim arising out of or relating to this Agreement;

1.1.12      “General Partner” means Canada Inc. and/or any other Person who may become a general partner of the Limited Partnership in accordance with the provisions of this Agreement;

1.1.13      “Insider Offer” shall have the meaning ascribed to that term in Section 6.3.1;

1.1.14      “Interest” of a Partner in the Limited Partnership, at any time, means the aggregate amount of its contributions to Capital, plus the aggregate amount of Net Profits allocated to it but not yet distributed, (i) less the aggregate amount of its withdrawals of Capital and (ii) the aggregate amount of Net Losses allocated to it

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and all the rights, title and interest of such Partner under this Agreement;

1.1.15      “Limited Partnership” or “Partnership” means the limited partnership created and organized under this Agreement and governed by it;

1.1.16      “Net Losses”, for any period, means the amount by which the total revenues of the Limited Partnership for the period in question including, without limitation, realized capital gains and extraordinary items, is exceeded by all expenses for such period including, without limitation, realized capital losses, depreciation, amortization and reserves, the whole computed in accordance with the rules set forth in Article 7 hereof;

1.1.17      “Net Profits”, for any period, means the amount by which the total revenues of the Limited Partnership for the period in question including, without limitation, realized capital gains and extraordinary items exceeds all expenses for the same period including, without limitation, realized capital losses, depreciation, amortization and reserves, the whole computed in accordance with the rules set forth in Article 7 hereof;

1.1.18      “Non-Selling Partner” shall have the meaning ascribed to that term in Section 6.3.1;

1.1.19      “Notice of Acceptance” shall have the meaning ascribed to that term in Section 6.3.2;

1.1.20      “Offeree” shall have the meaning ascribed to that term in Section 6.2.1;

1.1.21      “Offering Partner” shall have the meaning ascribed to that term in Section 6.2.1;

1.1.22      “Offer to Sell” shall have the meaning ascribed to that term in Section 6.2.1;

1.1.23      “Offered Interest” shall have the meaning ascribed to that term in Section 6.2.1;

1.1.24      “Parent” shall refer to a Person who, directly or indirectly, ultimately Controls a Special Partner;

1.1.25      “Participation” of a Partner in the Limited Partnership, at any time, means the percentage that the Interest of the Partner at that time is of the Interest of all Partners at that time; provided, however, that the Participation of a Special Partner in the Limited

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Partnership following an additional contribution to Capital made pursuant to Sections 4.3 and 4.4 shall be adjusted using the following rules if, as a result of such adjustment the Participating Partner’s Participation is greater than would be the case if the nominal amount of the Capital contribution pursuant to Section 4.4 were added to the Participating Partner’s Capital Account in accordance with Section 4.2:

(i)	firstly, the fair market value of the Limited Partnership shall be determined immediately before the time such a contribution to Capital is made, by a recognized independent auditing firm from among the “Big Five”, chosen jointly by the Special Partners or, failing agreement of Special Partners on the choice of such firm, appointed by a judge of the Superior Court of Québec of the district of Montréal;
(ii)	secondly, the fair market value of the Interest of each Special Partner and of the General Partner shall be determined immediately before the time such a contribution to Capital is made, to reflect the fair market value of the Limited Partnership as determined in paragraph (i) above;
(iii)	the Participation of such Special Partner shall be equal to the percentage obtained by dividing
	a)     the sum of the fair market value of the Interest of such Special Partner as determined pursuant to paragraph (ii) above and the nominal value of its additional contribution to Capital pursuant to Sections 4.3 and 4.4, by
	b)     the sum of the fair market value of the Interests of all Special Partners and of the General Partner as determined pursuant to paragraph (ii) above and the nominal value of the additional contribution to Capital pursuant to Sections 4.3 and 4.4.

1.1.26      “Partner” means any Special Partner or General Partner;

1.1.27      “Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

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1.1.28      “Piggy-back Offer to Purchase” has the meaning ascribed to such term in Section 6.4;

1.1.29      “Prescribed Price” shall have the meaning ascribed to that term in Section 6.7;

1.1.30      “Prime Rate of the National Bank of Canada” means the annual interest rate announced by the National Bank of Canada as being its reference rate to determine interest rates on commercial loans made in Canadian dollars by the bank in Canada;

1.1.31      “Register” means the register of Partners required pursuant to Article 2239 of the Civil Code and kept in accordance with Section 8.3.1 hereof;

1.1.32      “Sale Notice” shall have the meaning ascribed to that term in Section 6.3.1;

1.1.33      “Selling Partner” shall have the meaning ascribed to that term in Section 6.1;

1.1.34      “Special Partner” means Depan, C Corp, Mac’s and/or any other Person who may become a special partner of the Limited Partnership in accordance with the provisions of this Agreement;

1.1.35      “Third Party” shall have the meaning ascribed to that term in Section 6.1;

1.1.36      “Third Party Offer to Purchase” shall have the meaning ascribed to that term in Section 6.3.1;

1.1.37      “Third Party Offer to Sell” shall have the meaning ascribed to that term in Section 6.2.3; and

1.1.38      “Transfer” includes any sale, exchange, assignment, gift, bequest, disposition, hypothec, mortgage, charge, pledge, encumbrance, grant of security interest or other arrangement by which possession, legal title or beneficial ownership passes from one Person to another, or to the same Person in a different capacity, whether or not voluntary and whether or not for value, and any agreement to effect any of the foregoing; and the words “Transferred”, “Transferring” and similar words have corresponding meanings.

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1.2          Headings and Table of Contents

The inclusion of headings and a table of contents in this Agreement are for convenience of reference only and shall not affect the construction or interpretation hereof.

1.3          Gender and Number

In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

1.4          Currency

Except as expressly provided in this Agreement, all amounts in this Agreement are stated and shall be paid in Canadian currency.

1.5          Generally Accepted Accounting Principles

In this Agreement, except to the extent otherwise expressly provided, references in this Agreement to generally accepted accounting principles mean, for all principles stated in the Handbook of the Canadian Institute of Chartered Accountants in effect at the relevant time, such principles so stated.

1.6          Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

1.7          Entire Agreement

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement.  There are no warranties, representations or agreements between the parties in connection with such subject matter except as specifically set forth or referred to in this Agreement.  No reliance is placed on any representation, opinion, advice or assertion of fact made by any party hereto, or its directors, officers and agents, to any other party hereto or its directors, officers and agents, except to the extent that the same has been reduced to writing and included as a term of this Agreement.  Accordingly, there shall be no liability assessed in relation to any such representation, opinion, advice or assertion of fact, except to the extent aforesaid.

1.8          Waiver, Amendment

Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound

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thereby.  No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

1.9          Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein.

2.             CREATION OF THE LIMITED PARTNERSHIP

2.1          Creation of the Limited Partnership

The Limited Partnership is hereby constituted by the Partners under this Agreement and under the provisions of Articles 2236 and following of the Civil Code.  The Limited Partnership is governed by the provisions of this Agreement.

2.2          Name

The name of the Limited Partnership shall be “Couche-Tard/Mac’s S.E.C.” and its English version “Couche-Tard/Mac’s L.P.”.

2.3          Duration

The Limited Partnership commences on the Commencement Date and shall have an indefinite duration.

2.4          Purposes of the Partnership

The purposes and objects of the Limited Partnership are to carry on the Business.  The Partnership shall have the power and authority, by itself or with others, to take all necessary actions related thereto.

2.5          Principal Establishment

The principal establishment of the Limited Partnership shall be in the City of Laval in the Province of Québec at the place determined from time to time by the General Partner.  The principal establishment of the Limited Partnership shall, at all times during the duration of the Limited Partnership, remain in the Province of Québec.

3.             RELATIONSHIP BETWEEN PARTNERS

3.1          Status and Capacity of General Partner

The General Partner represents and warrants to the Special Partners the following:

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3.1.1        it is and will continue to be a valid and subsisting corporation under the laws of Canada or such other jurisdiction under which a successor to the General Partner may be incorporated or continued;

3.1.2        it has and will continue to have the capacity and power to act as the General Partner and to perform its obligations under this Agreement without conflicting with its articles of incorporation or being in default under any agreement by which it is bound;

3.1.3        it will not carry on any business other than acting as General Partner of the Limited Partnership;

the above-mentioned representations and warranties being also made for the benefit of each Person who shall, subsequent to the date hereof, become holder of an Interest of the Partnership, each such Person being deemed to accept the benefit of these representations and warranties by the fact and from the time that it so becomes holder of an interest.

3.2          Status and Capacity of Special Partners

Each of the Special Partners represents and warrants to the General Partner that it has and will have the capacity and authority to enter into and to be bound by this Agreement and will provide such evidence thereof as the General Partner may reasonably require, the preceding representation and warranty being also made for the benefit of each Person who shall, subsequent to the date hereof, become Partner; each such Person shall, on the one hand, be deemed to accept the benefit of this representation and warranty by the fact and from the time that it becomes Partner, and, on the other hand, be deemed to have made the same representation and warranty and be prepared to provide such evidence thereof as the General Partner may reasonably require.

The number of Special Partners of the Partnership is limited to fifty (50), exclusive of present and former employees of the Partnership or of an Affiliate of the Partnership, two or more Special Partners holding a Participation or a portion thereof jointly being counted as a single Special Partner.

3.3          Limitations on Authority of Special Partners

No Partner except the General Partner shall:

3.3.1        be or purport to be entitled to take part in the management or control of the Business of the Partnership;

3.3.2        be or purport to be entitled to make any commitment on behalf of or otherwise obligate or bind the Partnership;

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3.3.3        otherwise than by voting on a resolution of the Partners, be or purport to be entitled, as such, to make any commitment on behalf of or otherwise obligate or bind any other Partner.

3.4          Other Activities of Special Partners

A Special Partner may not give other than an advisory opinion with regard to the management of the Partnership.  A Special Partner may engage in or hold a participation or interest in any other business and will not be liable to account therefor to the Partnership or any Partner.

3.5          Choice of Court Jurisdiction

Subject to Article 12, all issues arising as to the status, rights or obligations of any Person as General Partner or as a Special Partner shall be decided exclusively by the courts having jurisdiction in the judicial district of Montréal, Québec which courts shall alone be competent to determine any such issue.

4.             CAPITAL OF THE LIMITED PARTNERSHIP

4.1          Capital

The Capital of the Partnership shall be composed of the aggregate amount of the Capital contributions of all the Partners from time to time.  The initial capital of the Partnership is composed of the contribution of the General Partner, in the amount of $10 and of contributions of Depan, C Corp and Mac’s as Special Partners for the following amounts:

•Depan:	$10;
•C Corp:	$10;
•Mac’s:	$10;

4.2          Capital Account

All contributions received by the Partnership from or on behalf of a Partner as a Capital contribution pursuant to this Article 4 shall be credited by the General Partner to the appropriate Capital Account maintained for such Partner.

4.3          Additional Contributions and Funding

The Partners may provide funds to the Partnership by way of contribution to the Capital of the Partnership, each to the extent of its Participation, as it stands at the relevant time unless otherwise agreed upon by the Partners unanimously, to carry on the Business or, as the case may be, to prevent the Partnership from being or remaining in default pursuant to any obligation or financial covenant to which the Partnership is bound.  Each Partner may determine that additional contributions to the Capital of the Partnership are required for the purposes of this Section 4.3 and in such a case, shall advise the other Partners of its

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determination.  All Partners agreeing to make a Capital contribution in accordance with such determination shall contribute their proportional portion of such additional contributions no later than 30 Business Days from receipt of the notice of the Partner having determined that such additional contributions are required.

Each Partner shall within said 30-Business-day delay notify the General Partner in writing of whether or not it accepts to provide such funds, failing which it shall be deemed to have refused.

4.4          Failure to Provide Additional Contributions

If, and only if, a Special Partner (the “Non-Participating Partner”) fails or is unwilling to make, within the prescribed delay, a Capital contribution to the Partnership pursuant to Section 4.3 and provided another Special Partner (the “Participating Partner”) has made, or has undertaken in writing to make, its Capital contribution as determined in Section 4.3, then the Participating Partner may, at its option, advance to the Partnership the share of the Non-Participating Partner.  Unless the Non-Participating Partner reimburses the Participating Partner the amount of such advance, together with interest at an annual rate equal to the Prime Rate of the National Bank of Canada plus 3%, within 30 Business Days from the date of such advance, the Participation of the Non-Participating Partner shall be diluted as provided in Section 1.1.25.

Any Special Partner which fails to contribute to the capital of the Partnership pursuant to this Section 4.4 agrees that its Participation shall be diluted to the extent another Special Partner or other Special Partners have made such contributions pursuant to this same Section 4.4.

For greater certainty, it is understood and agreed that a Special Partner’s undertaking to make a Capital contribution pursuant to this Section 4.4 may be, as indicated in that Special Partner’s undertaking, conditional upon the Partnership obtaining, either from any other Special Partner or from a financial institution by way of loans or advances, the balance of the funds needed for the specific purpose for which they were needed.

4.5          No Additional Contribution

Except as provided in Article 2242 of the Civil Code, a Special Partner may not be required to make any contribution in addition to its agreed contribution to the Capital of the Limited Partnership pursuant to Section 4.3 hereof.  Nothing herein shall relieve the General Partner from its responsibility for debts, obligations and liabilities of the Limited Partnership as provided by the Civil Code.

4.6          No Distribution to the Public

Any distribution to the public of securities issued by the Partnership is prohibited.

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5.             MATTERS RELATING TO THE DISPOSITION AND ACQUISITION OF PARTNERSHIP INTEREST

5.1          Restriction

Except as otherwise provided herein, no Partner shall, directly or indirectly, Transfer or solicit any offer to Transfer its Interest or any portion thereof without complying with the provisions of this Article 5 and of Article 6.

5.2          Transfer to an Affiliate

A Special Partner may Transfer its Interest or any portion thereof to an Affiliate if at the time of the Transfer to such Affiliate the Special Partner is not in default to comply with provisions of this Agreement.

5.3          Affiliate to be Bound by Agreement

As a further condition to any Transfer effected pursuant to this Article 5, the Affiliate to which a Special Partner’s Interest is Transferred shall have immediately prior to such Transfer, confirmed in writing to the other Partners that it is bound by the provisions of this Agreement as if it had been a signatory hereto and shall be considered as a Special Partner for all purposes hereunder.

5.4          Undertaking to Maintain Control of Affiliate

No Special Partner may cease to be an Affiliate of the Person that was its Parent at the time it initially became a Special Partner.

5.5          Admission of new Partner

No Person shall be admitted as a Partner of the Partnership without the written consent of all the Partners and the execution by such Person of an agreement in form and substance satisfactory to all Partners, providing that such Person shall fully comply with the terms of this Agreement and providing for the contribution of such Person to the Capital of the Partnership.

6.             RIGHT OF FIRST REFUSAL

6.1          Conditions to Transfer

A Special Partner (for the purposes of this Section and Section 6.3 the “Selling Partner”) may Transfer its Interest to a Person (the “Third Party”) who is not an Affiliate of such Selling Partner, if and only if;

6.1.1        the Selling Partner has complied, prior to the sale of its Interest, with Section 6.3 or 6.2, as the case may be; and

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6.1.2        the Selling Partner has complied, prior to the sale of its Interest with Section 6.5; and

6.1.3        the Third Party is acceptable to the Non-Selling Partners, acting reasonably, it being understood that the Non-Selling Partners shall have 10 days following written notice by the Selling Partner to indicate their refusal, failing which they shall be deemed to have accepted; and

6.1.4        the Selling Partner is not in default under this Agreement.

6.2          Offer to Sell

6.2.1        Should at any time when it is not in receipt of a Third Party Offer to Purchase, a Special Partner (for the purpose of this Section 6.2, the “Offering Partner”) intend to dispose, of any portion of its Interest (the “Offered Interest”) to a Third Party, it shall give notice to each and every Special Partner (the “Offerees”) of such intention, which notice shall contain an offer to sell (the “Offer to Sell”) the Offered Interest for the monetary consideration and upon the terms and conditions therein set out.

6.2.2        The Offerees by delivery to the Offering Partner of a written notice (a “Notice of Acceptance”) on or before the sixtieth (60^th) calendar day after the date of delivery of the Sale Notice (the “Acceptance Period”) may:

(i)            accept the Offer to Sell in such proportion amongst the Offerees as they may indicate in the Notice of Acceptance and accept to purchase on the terms of the Offer to Sell the Offered Interest, and the Offering Partner shall sell the Offered Interest to the Offerees on such terms; or

(ii)           agree that the Offering Partner may sell the Offered Interest to a Third Party on the terms and conditions contained in the Offer to Sell subject to Section 6.1; or

(iii)          agree that the Offering Partner may sell the Offered Interest to a Third Party on the terms and conditions contained in the Offered to Sell, subject to the Offerees participating in the sale in accordance with Section 6.4.2.

6.2.3        If, at the expiration of the Acceptance Period referred to in Section 6.2.2, the Offerees have not exercised their right of first refusal with respect to all of the Offered Interest offered pursuant thereto or have not replied, within the Acceptance Period, to the Offer to Sell, the Offering Partner may, subject to the provisions of Section 6.1 and during the 180-day period after the expiration of

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the Acceptance Period, sell all, but not less than all of the Offered interest and such additional portion of the Capital of the Partnership held by the Offerees as the Offerees may have agreed to include in such offer in accordance with Section 6.2.2(iii), on terms no more favourable to the purchaser than the terms set forth in the Offer to Sell, to any Third Party which shall have been identified to the Offerees and which the Offerees have decided to be acceptable pursuant to Section 6.1.3 (the “Third Party Offer to Sell”).

If the Offering Partner has not at the end of the 180-day period specified in Section 6.2.3 completed the sale of the Offered Interest in accordance therewith, all the restrictions of transfer contained in this Article 6 shall again be in effect with respect to such Selling Partner’s Interest, and if thereafter such Special Partner desires to dispose of any portion of its Interest, it shall first comply with the provisions of this Article 6.

6.3          Third Party Offer to Purchase

6.3.1        If the Selling Partner receives a bona fide offer which it intends to accept from a Third Party to purchase any portion of the Selling Partner’s Interest which offer must be for a monetary consideration only, the Selling Partner shall cause such offer to be reduced to writing (the “Third Party Offer to Purchase”) by the Third Party and shall deliver to each and every Special Partner (the “Non-Selling Partners”) written notice of such intention (the “Sale Notice”).  The Sale Notice shall be signed by the Selling Partner and shall contain an offer to sell (the “Insider Offer”) such portion of the Selling Partner’s Interest to each of the Non-Selling Partners at the Prescribed Price and otherwise on the same terms as contained in the Third Party Offer to Purchase and shall be accompanied by a true copy of the Third Party Offer to Purchase.

6.3.2        The Non-Selling Partners by delivery to the Selling Partner of a written notice (a “Notice of Acceptance”) on or before the sixtieth (60^th) calendar day after the date of delivery of the Sale Notice (the “Acceptance Period”) may:

(i)            accept the Insider Offer in such proportion amongst the Non-Selling Partners as they may indicate in the Notice of Acceptance and accept to purchase on the terms of the Insider Offer the Selling Partner’s Interest so offered and the Selling Partner shall sell such portion of its Interest to the Non-Selling Partners on such terms; or

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(ii)           agree that the Selling Partner may sell such portion of its Interest, as provided in the Third Party Offer to Purchase, to the Third Party on the terms and conditions contained in the Third Party Offer to Purchase subject to the Non-Selling Partners participating in the sale in accordance with Section 6.4.1; or

(iii)          agree that the Selling Partner may sell such portion of its Interest, as provided in the Third Party Offer to Purchase, to the Third Party on the terms and conditions contained in the Third Party Offer to Purchase.

6.3.3        If at the expiration of the Acceptance Period, the Non-Selling Partners have not exercised their rights of first refusal with respect to all of the Selling Partner’s Interest offered, the Non-Selling Partners shall be deemed to have agreed to the Third Party Offer to Purchase as per Section 6.3.2 (iii), unless notice has been given under section 6.3.2 (ii) and the Selling Partner may, during the 60-day period after the expiration of the Acceptance Period sell to the Third Party such portion of its interest, as provided in the Third Party Offer to Purchase as per the terms set forth therein along with such additional portion of the Capital of the Partnership held by the Non-Selling Partners as the Non-Selling Partners have agreed to include in such offer in accordance with that Section 6.3.2 (ii).  Alternatively, if at the expiration of the Acceptance Period, the Non-Selling Partners have not replied to the Insider Offer the Non-Selling Partners shall be deemed to have agreed to the Third Party Offer to Purchase as per Section 6.3.2 (iii) and the Selling Partner may during the 60-day period after the expiration of the Acceptance Period sell to the Third Party such portion of its Interest, as provided in the Third Party Offer to Purchase as per the terms set forth therein.

6.3.4        If, at the end of the 60-day period specified in Section 6.3.3, the Selling Partner has not completed the sale of its Interest offered in accordance therewith, all the restrictions on Transfer contained in this Article 6 shall again be in effect with respect to such Selling Partner’s Interest and if thereafter such Special Partner receives a Third Party offer to purchase with respect to any portion of such Selling Partner’s Interest, such Selling Partner shall not sell any portion of its Interest pursuant to such Third Party offer to purchase unless it shall have first complied with the provisions of this Article 6.

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6.4.         Piggy-Back Right

6.4.1        A Special Partner shall not be entitled to Transfer any portion of its Interest pursuant to a Third Party Offer to Purchase unless such offer contains an offer by the Third Party to all the other Special Partners to purchase the other Special Partner’s Interest or, if the Selling Partner is only selling a portion of its Interest, a percentage of the Interest of the other Special Partners equal to the percentage sold by the Selling Partner (the “Piggy-Back Offer to Purchase”).  The Piggy-Back Offer to Purchase shall contain terms and conditions identical to those contained in the Third Party Offer to Purchase.  The Piggy-Back Offer to Purchase shall be irrevocable and shall be open for acceptance by the Non-Selling Partners for the Acceptance Period.

6.4.2        A Special Partner shall not be entitled to transfer its Interest pursuant to a Third Party Offer to Sell unless such offer contains the obligation for the Third Party to purchase concurrently the Interest of the other Special Partners or, if the Selling Partner is only selling a part of its Interest, a percentage of the Interest of the other Special Partners equal to the percentage sold by the Selling Partner on the same terms and conditions as those applying to the sale of the Interest of the Selling Partner.  For such purpose, the Selling Partner shall cause the other Special Partners to be delivered with a copy of the Third Party Offer to Sell forthwith upon the Selling Partner receiving such Third Party Offer to Sell.

6.4.3        A party electing to exercise its rights under this Section 6.4 shall cooperate in taking all such actions as may be necessary to permit a sale to be completed within the applicable time limits specified in Sections 6.2.3 and 6.3.3, as the case may be.

6.5          Condition Precedent to Transfer

Notwithstanding anything to the contrary contained in this Article 6, no Selling Partner’s Interest may be transferred to any Third Party pursuant to this Article 6 unless such Third Party and, as the case may be, its Parent (if such is a condition to the acceptance of that Third Party by the Non-Selling Partners pursuant to Section 6.1.3) shall have executed an agreement in form and substance reasonably satisfactory to the Non-Selling Partners or Offerees, as the case may be, and the General Partner, providing that such Person and, as the case may be, its Parent shall fully comply with the terms of this Agreement.

6.6          Closing of Transfer of a Selling Partner’s Interest

Any notice specifying an election of a Non-Selling Partner to purchase any portion of the Selling Partner’s Interest pursuant to Section 6.3 or of an Offeree to

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purchase any portion of the Offered Interest of the Offering Partner pursuant to Section 6.2 shall indicate the place, time and date (which shall reflect the allowance of a reasonable period of time for the obtaining of any required governmental approvals in connection with such purchase) for the delivery of, and payment for, such portion of the Selling Partner’s Interest or, as the case may be, of the Offered Interest occurring as soon as practicable after compliance with the applicable provisions of Section 6.3 or 6.2, as the case may be.  Any Non-Selling Partner or Offeree, as the case may be, which has given a Notice of Acceptance shall be bound to purchase the portion of the Selling Partner’s Interest or, as the case may be, of the Offered Interest described therein for purchase and to pay the Prescribed Price therefor and discharge the other terms and conditions of the Insider Offer or Offer to Sell, as the case may be.  Any amount due and payable by the Selling Partner or the Offering Partner, as the case may be, to the Non-Selling Partners or Offerees, as the case may be, may be applied towards the payment of the Prescribed Price payable by such Non-Selling Partners or Offerees.

6.7          Prescribed Price

For purposes of this Article 6, the term “Prescribed Price” shall mean the price in cash indicated in the Third Party Offer to Purchase or Sell.

6.8          Delays for Governmental Approvals

Any time period specified in this Article 6 for completion of a sale shall be extended by such time as may be necessary to obtain required governmental consents or approvals.

7.             PROFITS AND LOSSES

7.1          Participation

The participation in the Net Profits and the allocation of Net Losses in the Limited Partnership by each Partner shall be equal to its Participation in the Limited Partnership.

The General Partner shall not participate in the allocation of Net Losses, except to the extent of its liability towards third parties.

7.2          Method of Calculation of Profits and Losses

Net Profits and Net Losses of the Limited Partnership shall be determined in accordance with Canadian generally accepted accounting principles consistently applied.

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7.3          Net Losses, if Any

The General Partner shall be liable towards third parties for Net Losses, if any.  The Special Partners shall not be liable towards third parties for any Net Losses or other debts or liabilities of the Limited Partnership to any extent beyond their Interest.

7.4          Annual Allocation of Net Profits

Net Profits shall be allocated annually, as of the last Sunday of April of each year or as of any other date permitted under the taxation laws and regulations.

7.5          Interim Allocations

The General Partner may, at any other date, make an allocation to the Partners as determined by the General Partner.

7.6          Distribution

The General Partner shall cause the all annual Net Profits for any fiscal year to be distributed to the Partners as soon as possible after the determination of such annual Net Profits, such distributions to be calculated on the basis of the Participation of each Partner.  Notwithstanding the foregoing, the General Partner may retain within the Partnership any amounts which the General Partner determines to be necessary or desirable for the operations of the Partnership or the Business, the payment of liabilities or expenses of the Partnership or the setting aside of reserves to meet the reasonably anticipated cash needs of the Partnership.

8.             MANAGEMENT AND ADMINISTRATION OF THE LIMITED PARTNERSHIP

8.1          General Principles

8.1.1        The General Partner shall have the full and exclusive control of the Business and shall be in active control of the management and administration of the affairs of the Limited Partnership and shall take every decision binding on the Limited Partnership.

8.1.2        The Special Partners shall not transact any business on behalf of the Limited Partnership, nor act for it as mandatary or agent or have any power to sign for it or on its behalf or to bind it in any way.

8.1.3        However, the Special Partners may from time to time examine the state and progress of the affairs of the Limited Partnership and may only give advisory opinions as to its management and administration; for such purpose they shall meet with representatives of the General Partner as often as the Business

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may require, but in any event not less than once in each fiscal year.  In no event shall the General Partner be bound to follow the advice of any other Partner with respect to management of the Limited Partnership.

8.1.4        Subject to Sections 8.1.1 to 8.1.3, the General Partner shall permit each Special Partner, at such Special Partner’s expense, to visit and inspect the Limited Partnership’s properties, to examine its books of accounts and records, at such reasonable times as may be requested by the Special Partner.

8.2          Authority of General Partner

8.2.1        The General Partner shall manage the Partnership, with full power and authority to administer, manage, control and operate the Business and, except as otherwise provided in this agreement, shall have all power and authority, for and on behalf and in the name of the Partnership, to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document, necessary for or incidental to carrying on the Business.

8.2.2        As part of its management and administrative duties for the Limited Partnership, the General Partner shall, at the expense of the Limited Partnership, provide management and management services, including all administrative services, as may be required from time to time to manage and administer the Limited Partnership.

8.2.3        All expenses incurred by the General Partner in managing and conducting the Business, including, without limitation, the General Partner’s own corporate and administrative expenses, and such professional, technical, administrative and other services and advice as it shall deem necessary, shall be charged to and reimbursed by the Limited Partnership.

8.2.4        The General Partner’s management fee, if any, to the Limited Partnership for providing any of the foregoing services shall be determined by the Partners by a written resolution signed by all Partners.

8.3          Powers and Duties of the General Partner

Without restricting the generality of Section 8.2, the General Partner, for and on behalf and in the name of the Limited Partnership and at the expense thereof, shall have the following duties and has all the powers and full authority therefor:

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8.3.1        maintain complete and accurate records and books of account for the Limited Partnership including the Register as provided by Article 2239 of the Civil Code;

8.3.2        without restricting the generality of Section 8.3.1, maintain complete and accurate records and books of account of all operations and expenditures of the Limited Partnership;

8.3.3        execute any and all documents, agreements or instruments of any kind which the General Partner may deem appropriate in conducting the Business;

8.3.4        acquire by purchase or otherwise, own, hold, sell, assign, or otherwise dispose of moveable or immoveable property of any kind and wheresoever situated for such sums and on such terms and conditions as the General Partner may deem appropriate;

8.3.5        borrow money upon the credit of the Limited Partnership, limit or increase the amount to be borrowed; issue bonds, debentures or other securities of the Limited Partnership and sell the same for such sums and at such prices as may be deemed expedient or pledge the same as security for the obligations of the Limited Partnership; hypothecate, mortgage or pledge any moveable or immoveable property, present or future, of the Limited Partnership, to secure any such bonds, debentures or other securities, or give part only of such security for such purposes; constitute the hypothec, mortgage or pledge aforesaid; hypothecate the immoveable or moveable property of the Limited Partnership, or pledge or otherwise affect its moveable property, or give all such guarantees, to secure the payment of loans made otherwise than by the issue of bonds or debentures, as well as the payment or performance of any other debt, contract or obligation of the Limited Partnership, of a Partner or of any Person; make, draw, accept or endorse bills of exchange or promissory notes;

8.3.6        prosecute, defend and settle any actions at law or in equity brought by or against the Limited Partnership (other than any action or proceeding brought by a Partner to enforce the terms of this agreement) in such manner as it may deem expedient;

8.3.7        employ and pay for such professional or other assistance as it may deem necessary in the discharge of its duties;

8.3.8        employ such employees or agents as it may deem necessary or desirable to conduct the business of the Limited Partnership;

8.3.9        enter into such contracts or arrangements as it may deem necessary or convenient for the conduct of the Business;

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8.3.10      open and use one or more bank accounts and designate and from time to time change the signatories to such accounts;

8.3.11      file returns required by any governmental or other authority;

8.3.12      contract with any Person to carry out any of the duties of the General Partner hereunder and delegate to such Person any power and authority of the General Partner hereunder, but no such contract or delegation will relieve the General Partner of any of its obligations hereunder; and

8.3.13      do anything that is necessary for or incidental to the carrying on of the Business.

8.4          Discharge of Powers and Execution of Functions

The General Partner, to the best of its ability, shall fully, properly and efficiently manage and administer the Limited Partnership for the joint interest, advantage and profit of the Partners, shall devote such of its time and attention as may be required to so manage and administer the Limited Partnership, and shall fully and faithfully perform all of its duties and obligations with respect thereto as set forth in this Agreement.

8.5          Protection of Limited Liability of Special Partners

The General Partner shall use commercially reasonable efforts to have any material transaction entered into by the Partnership that is not in the opinion of counsel for the Partnership governed exclusively by the laws in force in Québec include an express provision to the effect that all other parties thereto will have no recourse against any Special Partner except to the extent of its Interest.

8.6          Auditors and Financial Statements

The General Partner shall, following each annual general meeting of the shareholders of the General Partner, appoint the auditors of the Limited Partnership. The first auditors of the Limited Partnership shall be appointed following the first meeting of the shareholders of the General Partner following the execution hereof. Within 90 days after the end of each fiscal year and upon the dissolution of the Limited Partnership, the auditors of the Limited Partnership shall deliver to each Partner audited statements of profit and loss, income, assets and liabilities.

8.7          Fiscal year

The fiscal year of the Limited Partnership shall end on the last Sunday of the month of April of each year or on any other date determined by the General Partner in accordance with the taxation laws and regulations.

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8.8          Signature of Cheques

Any cheque drawn on any bank account of the Limited Partnership and any other withdrawal therefrom may be signed by such Person or Persons as shall from time to time be designated by the General Partner.

8.9          Signature of Contracts

All contracts, agreements, documents and other instruments may be signed on behalf of the Limited Partnership by such Person or Persons as shall from time to time be designated by the General Partner.

8.10        Precedence of Civil Code

Nothing herein shall be deemed to derogate from the powers of the General Partner to manage and administer the Limited Partnership as set forth in Articles 2236 and following of the Civil Code and in the case of conflict the provisions of the Civil Code shall prevail.

9.             REPLACEMENT OR RESIGNATION OF PARTNERS

9.1          Replacement

Any General Partner may resign or may be replaced and a new general partner may be appointed unanimously by the Special Partners.

9.2          No Resignation

A General Partner or a Special Partner shall not resign if the effect of the resignation is to dissolve the Limited Partnership.

10.          DISSOLUTION OF THE LIMITED PARTNERSHIP

10.1        Events of Voluntary Dissolution

The Partnership shall be dissolved and shall end on the earliest of:

10.1.1      the authorization of such dissolution by the General Partner and the unanimous approval of such dissolution by the Special Partners;

10.1.2      the end of the fiscal year in which all of the property of the Partnership is sold or otherwise realized; or

10.1.3      the date which is 180 days after the date on which the General Partner or a sole Special Partner shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent or shall

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file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of it or all or any substantial parts of its properties, unless within such 180 day period a new General Partner shall have been appointed or another Person shall have acquired the Interest of the sole Special Partner.

10.2        Renewal, Reinstatement or Continuation

Should the Limited Partnership be dissolved for any reason not contemplated in this agreement, each Partner shall do all things necessary, and execute all such documents as may be required, to renew, reinstate or continue the Limited Partnership if permitted by law.

10.3        Liquidator

If the Limited Partnership is to be dissolved and not thereafter renewed, reinstated or continued, the General Partner shall serve as the liquidator of the Limited Partnership, unless the dissolution occurs as a result of the General Partner’s bankruptcy or insolvency in which case the Trustee in the bankruptcy of the General Partner shall be appointed as liquidator.

10.4        Liquidation of Assets

The liquidator shall prepare or cause to be prepared a statement of financial position of the Limited Partnership accompanied by the auditors’ report thereon.  The liquidator shall proceed diligently to wind-up the Business of the Limited Partnership and to distribute the net proceeds from the sale of the assets thereof in accordance with Section 10.5 hereof.

The assets of the Limited Partnership shall be sold as a going concern, if practicable, or otherwise liquidated and any Partner may be a purchaser of any or all thereof.

10.5        Distribution of Liquidation Proceeds

The proceeds of the liquidation and any other funds of the Limited Partnership shall be applied in the following order of priority:

10.5.1      first, to the payment of the liquidation costs and of the debts of the Limited Partnership;

10.5.2      second, to the distribution of the balance of any undistributed Net Profits allocated to the General Partner; and

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10.5.3      third, the remainder of the proceeds, if any, shall be distributed to the Special Partners pro rata to their respective Participation.

11.          AMENDMENTS TO AGREEMENT

This agreement and any term or provision hereof may at any time or from time to time be modified, amended or waived, or additional or substituted terms or provisions incorporated herein, with the written consent thereto of all the Partners.

12.          GENERAL PROVISIONS

12.1  Notices

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided.  Any such notice or other communication, if sent by facsimile or other means of electronic communication, shall be deemed to have been received on the Business Day following the sending, or if delivered by courier shall be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee.  Notice of change of address shall also be governed by this section.  Notices and other communications shall be addressed as follows:

12.1.1              in the case of the General Partner:

3887961 Canada Inc.
1600, St-Martin blvd, East
Tower B, Suite 200
Laval (Quebec)

H7G 4S7

Attention of: Mr. Richard Fortin

Facsimile number: (450) 662-6648

with a copy to each Special Partner.

12.1.2              in the case of any Special Partner:

the address shown for each of them in the Register.

(Attention of: the President).

Notwithstanding the foregoing, any notice or other communication required or permitted to be given by either party pursuant to or in connection with any arbitration procedures contained herein or in any Schedule hereto may only be delivered by courier.

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12.2  Successors and Assigns

This Agreement shall enure to the benefit of and be binding upon the parties hereto, their respective successors and assigns as permitted herein.

12.3  Additional Instruments

Each party shall execute and deliver all such further acts and deeds, as may be reasonably desirable or required for the purpose of giving full force and effect to this agreement or part thereof.

12.4  Time of Essence

Time is of the essence of this Agreement.

IN WITNESS WHEREOF the parties hereto have executed this agreement as of the date first written above.

	MAC’S CONVENIENCE STORES INC.		DEPAN-ESCOMPTE COUCHE-TARD INC.
Per:	/s/  Richard Fortin	Per:	/s/  Richard Fortin
	Richard Fortin		Richard Fortin
	C CORP INC.		3887961 CANADA INC.
Per:	/s/  Richard Fortin	Per:	/s/  Richard Fortin
	Richard Fortin		Richard Fortin

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INTERVENTION AGREEMENT TO

THE LIMITED PARTNERSHIP AGREEMENT

Between

ACT FINANCIAL TRUST

and

3887961 CANADA INC.

and

DÉPAN-ESCOMPTE COUCHE-TARD INC.

and

C CORP INC.

and

MAC’S CONVENIENCE STORES INC.

and

COUCHE-TARD/MAC’S L.P.

INTERVENTION AGREEMENT TO THE LIMITED PARTNERSHIP AGREEMENT entered into on the 27^th day of April, 2001.

BETWEEN:	ACT FINANCIAL TRUST, acting by P. Jean Cléroux. in his capacity of sole trustee, a trust created under the Laws of the Province of Québec, having its place of business in the City of Montreal, Province of Québec, duly authorized for the purpose hereof as he so declares;
	(the “Trust”)
AND:	3887961  CANADA INC., a corporation incorporated under the Canada Business Corporations  Act and having its head office at 1600 St-Martin Blvd East. Tower B, Suite 200, in Laval, Quebec, herein represented by Richard Fortin, its President and Secretary, duly authorized for the purpose hereof as he so declares;
	(“GP”)
AND:	DÉPAN-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 purpose hereof as he so declares;
	(“Dépan-Escompte”)
AND:	C CORP INC., a corporation incorporated under the Laws of Canada, 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 purpose hereof as he so declares;
	(“C Corp”)

AND:	MAC’S CONVENIENCE STORES INC., a corporation incorporated under the Laws of Ontario, having its head office in the City of Scarborough, Province of Ontario, represented herein by Richard Fortin, its Executive Vice-President and Chief Financial Officer, duly authorized for the purpose hereof as he so declares;
	(“Mac”)
AND:	COUCHE-TARD/MAC’S L.P., a limited partnership created under the Laws of Québec, represented herein by its general partner, 3887961 Canada Inc., having its head office in the City of Laval, Province of Québec, which is hereby represented by Mr. Richard Fortin, its President, duly authorized for the purpose hereof as he so declares;
	(the “Partnership”)

WHEREAS GP, Dépan-Escompte, C Corp and Mac entered into a limited partnership agreement on April 24, 2001 (the “Limited Partnership Agreement”);

WHEREAS Trust wishes to become a special partner of the Partnership and to contribute to the common stock of the Partnership;

WHEREAS Section 5.5 of the Limited Partnership Agreement provides that if a new special partner wishes to intervene in the Partnership, the new special partner shall execute an lntervention Agreement and the existing special partners and general partners shall give their written consent to that new admission;

NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:

1.             RULES OF INTERPRETATION

1.1           Any term and definition of the present Intervention Agreement shall have the same meanings than those of the Limited Partnership Agreement.

1.2           This Intervention Agreement constitutes, an additional agreement to the Limited Partnership Agreement and the said Limited Partnership Agreement is part of this Agreement.

2.             NEW PARTY

2.1           The parties hereto agree that Trust becomes, as of the date hereof, a party of the Limited Partnership Agreement as special partner and thereby Trust shall have all the same rights and shall assume all the same obligations of any special partner as if Trust was an original signatory of the Limited Partnership Agreement.

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2.2           Trust hereby agrees to comply with all the obligations of a special partner pursuant to the Limited Partnership Agreement.

3.             CONTRIBUTION

3.1           The parties agree that the contribution of Trust shall be of $25,000,000, payable this day to the Partnership.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first hereinabove mentioned.

ACT FINANCIAL TRUST, acting by P. Jean Cléroux, in his capacity of sole trustee
Per:	/s/ P. Jean Cléroux
P. Jean Cléroux
COUCHE-TARD/MAC’S L.P., by 3887961 Canada Inc., its general partner
Per:	/s/ Richard Fortin
Richard Fortin

The following parties, by their signature of this agreement, hereby accept and acknowledge the intervention of ACT Financial Trust, acting by P. Jean Cléroux, in his capacity of sole trustee to the Limited Partnership Agreement of Couche-Tard/Mac’s L.P.

3887961 CANADA INC.		DÉPAN-ESCOMPTE COUCHE-TARD INC.
Per:	/s/ Richard Fortin	Per:	/s/ Richard Fortin
Richard Fortin		Richard Fortin
C CORP INC.		MAC’S CONVENIENCE STORES INC.
Per:	/s/ Richard Fortin	Per:	/s/ Richard Fortin
Richard Fortin		Richard Fortin

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LIMITED PARTNERSHIP AMENDMENT AGREEMENT entered into as of the 31^st of December, 2002.

BETWEEN:	ACT FINANCIAL TRUST, a trust created under the Laws of the Province of Québec, herein acting by its sole trustee, Jean Cléroux;
	(the “Trust”)
AND:	3887961  CANADA INC., a corporation incorporated under the Canada Business Corporations Act:
	(“GP”)
AND:	DÉPAN-ESCOMPTE COUCHE-TARD INC. a company incorporated under the Laws of Québec;
	(“Dépan-Escompte”)
AND:	COUCHE-TARD INC., a corporation incorporated under the Laws of Canada;
	(“CTI”)
AND:	MAC’S CONVENIENCE STORES INC., a corporation incorporated under the Laws of Ontario;
	(“Mac”)
AND:	COUCHE-TARD/MAC’S L.P.  a limited partnership created under the Laws of Québec, acting and represented herein by its general partner, 3887961 Canada Inc.;
	(the “Partnership”)

WHEREAS GP, Dépan-Escompte, CTI (formerly C Corp Inc.) and Mac entered into a limited partnership agreement on April 24, 2001 (the “Limited Partnership Agreement”);

WHEREAS further to the purchase by the Partnership of all the accounts receivables of Dépan-Escompte, CTI (formerly C Corp Inc.) and Mac, the capital contributions of each of Dépan-Escompte, CTI (formerly C Corp Inc.) and Mac were increased by $100,000.00 as of April 27, 2001;

WHEREAS the Trust intervened in the Limited Partnership Agreement on April 27, 2001 as a result of its Cdn$25,000,000.00 contribution to the capital of the Partnership:

WHEREAS further to those certain Purchase Agreements dated November 19, 2001, the capital contributions of Dépan-Escompte and CTI in the Partnership were increased by Cdn$15,074,499.00 and Cdn$28,092,896, respectively

WHEREAS Dépan-Escompte has on the date hereof conveyed its interest in the Partnership to CTI, its Affiliate; and

WHEREAS Article 5 of the Limited Partnership Agreement provides certain restrictions on the transfer by a Partner of its interest in the Partnership to an Affiliate;

NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:

1.             RULES OF INTERPRETATION

1.1.       Any term and definition of the present Amendment Agreement shall have the same meanings than those of the Limited Partnership Agreement.

1.2.       This Amendment Agreement constitutes, an additional agreement to the Limited Partnership Agreement and the said Limited Partnership Agreement is part of this Agreement.

2.          TRANSFER

2.1.       The parties hereto agree that Dépan-Escompte, as of the date hereof, is no longer a party to the Limited Partnership Agreement as special partner and thereby CTI shall hold Dépan-Escompte’s former interest in the Partnership and shall have all the same rights and shall assume all the same obligations.

3.          LANGUAGE

3.1.       The parties hereto hereby acknowledge that it is their express wish that this Agreement and all documents, instruments and certificates contemplated hereby or given pursuant hereto be drawn in the English language only: les parties aux présentes reconnaissent que c’est leur volonté expresse que la présente entente et tous documents, instruments et certificats stipulés par les présentes ou donnés en vertu des présentes soient rédigés en anglais seulement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first hereinabove mentioned.

3887961 CANADA INC.	COUCHE-TARD INC.
Per:	Per:
Name:	Name:
Title:	Title:
MAC’S CONVENIENCE STORES INC.	DÉPAN-ESCOMPTE COUCHE-TARD INC.
Per:	Per:
Name:	Name:
Title:	Title:
COUCHE-TARD/MAC’S L.P. by 3887961 Canada Inc., its general partner	ACT FINANCIAL TRUST, acting by Jean Cléroux, its sole trustee
Per:	Per:
Name:	Name:
Title:	Title:

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EX-3.14

Exhibit 3.14

[SEAL]

ON THIS TWENTY-FOURTH DAY OF APRIL TWO THOUSAND ONE

BEFORE:	Mtre Constantina Gioulpegiazis, the undersigned Notary for the Province of Quebec, practising at Mońtreal;
APPEARED:	3834531 Canada Inc., a corporation incorporated under the federal laws of Canada, having its head office at 5731, Victoria Road, in the city of Halifax, Nova Scotia, B3H 1N1, represented by Mtre P. Jean Cléroux, duly authorized pursuant to the terms of a resolution adopted on April 24, 2001, a copy of which remains annexed to the original hereof after having been acknowledged as true and signed for identification by the parties with and in the presence of the undersigned Notary;
	(hereinafter referred to as the “Settlor”)
AND:	Mtre P. Jean Cléroux, Notary, practising at 625, René-Lévesque Boulevard West, Suite 1440, in the city of Montréal, Québec, H3B 1R2;
	(hereinafter referred to as the “Original Trustee”)

WHO DECLARED UNTO THE UNDERSIGNED NOTARY AS FOLLOWS:

WHEREAS the Settlor wishes to establish a personal trust, which shall be known as ACT Financial Trust in English and Fiducie Financiére ACT in French, for the primary purpose of owning, holding, and administrating property and investments including, without limitation, securities, mutual fund units, trust units, and partnership interests, and borrowing and investing for the benefit of the Beneficiaries, as hereinafter defined;

NOW THEREFORE THIS DEED OF TRUST WITNESSES THAT THE PARTIES HERETO HAVE AGREED AND DO HEREBY COVENANT AND AGREE TO THE TERMS SET OUT BELOW:

1.INTERPRETATION

1.1In this Deed of Trust and in any instrument supplemental or ancillary hereto, unless the context otherwise requires:

1.1.1“Beneficiaries” means 3834549 Canada Inc. and 3834557 Canada Inc., both corporations incorporated under the federal laws of Canada and having their respective head offices at 5731 Victoria Road, in the city of Halifax, Nova Scotia, B3H 1N1, and “Beneficiary” shall mean any one of the above;

1.1.2“Civil Code” means the Civil Code of Quebec, as amended from time to time;

1.1.3“Income Tax Act”  shall mean, collectively, the Income Tax Act (Canada) R.S.C. 1985 (5^th Supp.) c.1, as amended, and the Taxation Act (Quebec), R.S.Q., 1977, c.1-3, as amended;

1.1.4“Time of Division” shall mean the earlier of:

(i)the day preceding the one-hundredth anniversary of the date of the establishment of the trust; and

(ii)such date as the Trustee may, in his absolute and uncontrolled discretion, determine in writing;

1.1.5“Trust” means the personal trust established hereby under Subsection 2.1;

1.1.6“Trust Property” shall mean the property acquired or held by the Trust, including the property referred to in Subsection 2.2 hereof and all other assets which may at any time be substituted therefore and all other assets which are now or which at any time during the continuance of the

2

Trust may be assigned, transferred, or appointed to the Trust or the Trustee by the Settlor or any other person or persons to be held upon the trusts hereof and all capital accretions to and all income from such assets, but excluding all amounts which have been paid or disbursed therefrom (whether out of capital or income) in the normal course of administration or pursuant to the provisions of this Deed of Trust; and

1.1.7“Trustee” shall mean the person from time to time acting as trustee hereunder, so long as there is only one Trustee acting under this Deed of Trust and “Trustees” shall include both the Original Trustee (or substituted Trustee) and any additional Trustee appointed pursuant to the provisions of this Deed of Trust.

1.2In this Deed of Trust and in any instrument supplemental or ancillary hereto, the singular shall include the plural and the masculine shall include the feminine and neuter, and vice versa.

1.3The reference herein to any corporation or company shall include any entity which replaces or succeeds to such corporation or company as a result of any merger, liquidation, reorganization, or otherwise.

1.4Where any reference is made in this Deed of Trust to:

1.4.1an act to be performed by the Trust or to rights of the Trust, such reference shall be construed and applied for all purposes as if it referred to an act to be performed by the Trustee on behalf of the Trust or by some other person duly authorized to do so by the Trustee or pursuant to the provisions hereof, or to rights of the Trustee, in his capacity as Trustee of the Trust, as the case may be;

1.4.2actions, rights or obligations of the Trustee or any one of them, such reference shall be construed and applied for all purposes as if it referred to actions, rights or obligations of the Trustee in his capacity as Trustee of the Trust, and not in his

3

other capacities, unless the context otherwise requires.

1.5The provisions of this Deed of Trust are severable and, subject to the provisions of subsection 2.6 hereof, if any provisions are in conflict with any applicable law, the conflicting provisions shall be deemed never to have constituted a part of this Deed of Trust and shall not affect or impair any of the remaining provisions thereof.  If any provision of this Deed of Trust shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other provision of this Deed of Trust.  Notwithstanding the provisions of subsection 2.6, but without limiting the generality of the foregoing provisions of this subsection, to the extent any provision hereof contravenes a requirement of public order contained in the Civil Code, such provision shall be severed as aforesaid from this Deed of Trust without thereby affecting or impairing any remaining provision hereof and should any applicable provision of public order contained in the Civil Code not be included herein, such provision shall nonetheless apply hereto, the whole without in any way affecting or impairing any other provision hereof which is not in contravention of such provision of public order.

1.6The headings preceding the sections hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction, or effect of this Deed of Trust.  The preamble hereto shall form an integral part of this Deed of Trust.

1.7The provisions of this Deed of Trust shall enure to the benefit of and be binding upon the parties and their respective successors and assigns.

1.8This Deed of Trust shall be interpreted and governed by, take effect, and be construed exclusively in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein.  Any and all disputes arising under this Deed of Trust, whether as to interpretation, performance or otherwise, shall be subject to the exclusive jurisdiction of the courts of the Province of Quebec and the

4

Trustee hereby irrevocably attorns to the jurisdiction of the courts of such province.

2.ESTABLISHMENT OF THE TRUST

2.1The Settlor hereby establishes, as of the date hereof, a personal trust, being the Trust, for the primary purpose of owning, holding, and administrating property and investments including, but not limited to, securities, mutual fund units, trust units, and partnership interests, and of borrowing and investing for the benefit of the Beneficiaries.  The patrimony of the Trust has been hereby transferred in trust and constitutes a patrimony by appropriation, autonomous and distinct from that of the Settlor or of the Trustee.

2.2The Settlor hereby gives and irrevocably transfers to the Trust, the sum of One Hundred Canadian Dollars (CAD$100), in cash, receipt of which is hereby acknowledged by the Original Trustee.  The Trustee hereby accepts to act as Trustee of the Trust and to hold and administer the Trust in accordance with the provisions of the present deed.

2.3The Trustee shall have the control and the exclusive administration of the Trust.

2.4The Trust shall be known and designated as “ACT Financial Trust” in its English form and “Fiducie Financiére ACT” in its French form.  Despite the provisions of Article 1278 of the Civil Code, as far as practicable and whenever lawful and convenient, the Trustee shall conduct the affairs of the Trust, hold the Trust Property, execute all documents and take all legal proceedings under such name, in its English form, its French form or in both forms, as the Trustee deems appropriate and as required by law.

2.5The head office of the Trust is located at 625 René-Lévesque Boulevard West, Suite 1440, Montréal, Québec, H3B 1R2 unless changed by the Trustee to another location.  The Trust may have such other offices or places for the conduct of its affairs as the Trustee may from time to time deem necessary or desirable.

5

2.6To the fullest extent permitted by applicable law, the following provisions shall apply (and shall be binding on the Settlor and the Trustee), namely:

2.6.1In the event of any inconsistency or contradiction between the provisions of this Deed of Trust and the Civil Code, the provisions of this Deed of Trust shall prevail;

2.6.2The Settlor, having established the Trust, hereby waives any rights which it may have in its capacities as Settlor pursuant to Articles 1287 and 1297 of the Civil Code or any right which it may have in its capacities as Settlor (the existence of such right not being admitted by any party hereto) to be a party to or to participate in any amendment to this Deed of Trust;

2.6.3The following Articles of the Civil Code shall, to the extent in any way inconsistent with the provisions of this Deed of Trust, not apply to this Deed of Trust or to the Trustee, the Settlor, the administration of the Trust or the Trust Property, namely: Articles 1266 (second paragraph), 1275, 1301, 1302, 1303, 1304, 1305, 1306 (except that the Trustee shall have full administration of the Trust Property), 1310, 1311, 1312, 1321 (first paragraph), 1324, 1325, 1326, 1327, 1328, 1329, 1330, 1334, 1337, 1338, 1339, 1340, 1341, 1342, 1343, 1344, 1346, 1347, 1348, 1349, 1350, 1351, 1352, 1353, 1354, 1355 (second paragraph), 1356, 1357, 1358, 1359, 1360, 1361, 1363, 1364, 1365, 1366, 1368, 1369 and 1370;

2.6.4The provisions of this Deed of Trust shall apply notwithstanding the provisions of Article 1337 of the Civil Code;

2.6.5The Settlor particularly and specifically exempts the Trustee from making any return of the Trust Property or any part thereof, whether capital or income, to the general mass of the estate and succession, or property of the Settlor; and

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2.6.6Notwithstanding Article 1324 of the Civil Code, the Trustee shall have no obligation to make an inventory or to furnish security to guarantee the performance of his obligations.

3.DISTRIBUTION OF TRUST PROPERTY

3.1The Trustee shall invest and re-invest the Trust Property and, until the Time of Division, the payment of revenue and capital from the Trust Property shall be subject to the following directions:

(i)Use and payment of revenue:  the Trustee shall pay and distribute at least annually the Beneficiaries or either of them, in the proportions that the Trustee may from time to time determine in his absolute and uncontrolled discretion, all the revenue (as contemplated by the Income Tax Act) of the Trust Property after payment of all expenses and taxes properly payable out of the Trust Property;

(ii)Capital distributions:  the Trustee may, from time to time, encroach on the capital of the Trust Property for the benefit of the Beneficiaries and make payments to the Beneficiaries or either of them in the proportion, the amounts and at the times that the Trustee, in his absolute and uncontrolled discretion, may determine.  At the Time of Division, the Trustee shall deliver all the remaining capital and accumulated revenue of the Trust Property to the Beneficiaries or either of them in the proportion, that the Trustee may, in his absolute and uncontrolled discretion, determine.

4.POWERS OF TRUSTEE

4.1The Trustee, subject only to the express limitations contained in this Deed of Trust, shall have, without further or other action or consent, full administration power and, for greater certainty, full, absolute and exclusive power, control and authority over the Trust Property and over the affairs of the Trust to the same extent as if the Trustee were the sole and absolute beneficial owner of such property in his own right, to do all such acts and things as in his sole judgment and discretion are necessary or incidental to, or desirable for, the carrying out of the Trust.  In construing the

7

provisions of this Deed of Trust, the presumption shall be in favour of the latitude of the powers and authority granted to the Trustee.  The enumeration of any specific power or authority herein shall not be construed as limiting the general powers or authority or any other specified power or authority conferred herein on the Trustee.  Except as specifically required by laws which are of public order, the Trustee shall, in carrying out investment activities, not be in any way restricted by the provisions of the laws of any jurisdiction limiting or purporting to limit investments which may be made by trustees.

4.2Subject only to the express limitations contained in this Deed of Trust and in addition to any powers and authorities conferred by this Deed of Trust which the Trustee may have by virtue of any present or future law or which may be authorized from time to time, the Trustee shall have and may exercise at any time and from time to time the following powers and authorities which may or may not be exercised by him in his sole judgment and discretion and in such manner and upon such terms and conditions (including, without limitation, price or any other form of consideration) as he may from time to time deem proper:

4.2.1To acquire, own, hold, and use all assets and property, whether corporeal or incorporeal, immoveables or moveables (and any dismemberment thereof) including, without limitation, sums of money, securities, mutual fund units, trust units and partnership interests necessary or useful to carry out the purposes of the Trust;

4.2.2To acquire by purchase or otherwise and to obtain, accept and use all permits, licenses, certificates and franchises or approvals, either municipal, provincial, federal, state, international, regulatory or otherwise and to enter into such contracts and make such arrangements as deemed necessary or useful;

4.2.3To sell, dismember, exchange, create an encumbrance on, lease, license, deal with, and otherwise alienate any assets or property of the

8

Trust, including, without limitation, sums of money and partnership interests;

4.2.4To obtain or render services for or on behalf of the Trust necessary or useful to carry out the purposes of the Trust;

4.2.5To open, operate and close accounts and other similar credit, deposit and banking arrangements and to negotiate and sign banking and financing contracts and agreements;

4.2.6To borrow money upon the credit of the Trust and the Trust Property;

4.2.7To issue, reissue, sell or pledge debt obligations of the Trust and to make, accept, endorse, negotiate or otherwise deal with bonds, debentures, cheques, drafts, notes, orders for the payment of money, bills of exchange, bills of lading, acceptances and other similar instruments and obligations as may be necessary or useful to carry out the purposes of the Trust;

4.2.8To give a guarantee on behalf of the Trust to secure performance of an obligation of another person;

4.2.9To mortgage, hypothecate, pledge or otherwise create a security interest in all or any movable or personal, immoveable or real or other property of the Trust, owned or subsequently acquired, to secure any obligation of the Trust;

4.2.10To obtain security, including hypotecs on assets, to secure the full payment of all monies owed to the Trust and the performance of all obligations in favour of the Trust, and to exercise all of the rights of the Trust, and to perform all of the obligations of the Trust, under such security;

4.2.11To exercise and enforce any and all creditors’ rights provided by law with respect to any such security or guarantee, including the enforcement of any action, suit, or other judicial proceeding;

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4.2.12To establish places of business of the Trust;

4.2.13To manage the Trust Property;

4.2.14To invest, hold shares, partnership interests, joint venture interests or other interests in any person necessary or useful to carry out the purposes of the Trust;

4.2.15To determine conclusively the allocation to capital, income or other appropriate accounts of all receipts, expenses and disbursements;

4.2.16To enter into any agreement or instrument to create or provide for the issue of evidence of indebtedness of the Trust, and to cause such evidence of indebtedness to be issued for such consideration as the Trustee, in his sole discretion, may deem appropriate;

4.2.17To determine conclusively the value of any or all of the Trust Property from time to time and, in determining such value, to consider such information and advice as the Trustee, in his sole judgment, may deem material and reliable;

4.2.18To engage or employ on behalf of the Trust any persons as agents, representatives, officers, employees, independent contractors or subcontractors (including, without limitation, investment advisors, registrars, underwriters, accountants, lawyers, notaries, appraisers, brokers or otherwise) in one or more capacities;

4.2.19To delegate, as contemplated by subsections 4.2.25 and 4.2.26 hereof, any of the powers and duties of the Trustee to any one or more agents, representatives, officers, employees, independent contractors, subcontractors or other persons without liability to the Trustee, except as provided in this Deed of Trust;

4.2.20To appear and respond to: all orders issued by a court, arbitral body or administrative authority or claims made by another person, to make all affidavits,

10

sworn declarations and solemn affirmations with respect to such matters, to put in default, sue for and receive all sums of money or obligations due to the Trust, and to engage in, intervene in, prosecute, join, defend, compromise, abandon or adjust, by arbitration or otherwise, any actions, suits, disputes, claims, demands or other litigation or proceedings, regulatory or judicial, relating to the Trust, the Trust Property or the Trust’s affairs, to enter into agreements therefor, whether or not any suit or proceeding is commenced or claim asserted and to enter into agreements regarding the arbitration, adjudication or settlement thereof;

4.2.21To arrange for insurance contracts and policies insuring the Trust, its property, and/or any or all of the Trustee or the Beneficiaries, including against any and all claims and liabilities of any nature asserted by any person arising by reason of any action alleged to have been taken or omitted by the Trust or by the Trustee or Beneficiaries or otherwise, and to perform all of the obligations of the Trust under such insurance policies and contracts, the whole to the extent permitted by law;

4.2.22To negotiate, make, execute, acknowledge and deliver any and all agreements, deeds, instruments, contracts, waivers, releases or other documents necessary or useful for the accomplishment of any of the powers herein granted, the purposes of the Trust or its assets or affairs;

4.2.23To use his best efforts: to ensure that the Trust complies at all times with the requirements of paragraph 108(2)(a) of the Income Tax Act (Canada);

4.2.24To do all such other acts and things as are necessary, useful, incidental or ancillary to the foregoing and to exercise all powers and authorities which are necessary, useful, incidental or ancillary to carry on the affairs of the Trust, to promote the purposes for which the Trust is

11

formed and to carry out the provisions of this Deed of Trust;

4.2.25To delegate, subject to the provisions of this Deed of Trust and to applicable laws which are of public order, his powers as Trustee hereunder to such officers of the Trust (or to other persons as the Trustee may deem appropriate) as he, in his sole discretion, deems necessary or desirable and to define the scope of and manner in which such powers shall be exercised by such persons, the whole at all times subject to the overall supervision and control of the Trustee; and

4.2.26To appoint any additional Trustee, any officer or officers of the Trust or any other person or persons on behalf of the Trust either to sign agreements, instruments or other documents in writing generally or to sign specific agreements, instruments or other documents in writing and to do such acts and agree to such things, on behalf of the Trust, as may be necessary or desirable in connection therewith.  Any contract or other instrument signed by the Trustee on behalf of the Trust may provide that the Trustee is signing such contract or other instrument solely in his capacity as Trustee, and not in any other capacity, and that the Trust solely shall be responsible for the performance of the Trust’s obligations under such contract or instrument and the Trust Property solely shall be subject to levy or execution in satisfaction of such obligations.  The non-inclusion of any such provision in any contract or instrument shall not in any manner extend the responsibilities of the Trustee thereunder.

4.3The Trustee shall also be entitled to make any reasonable decisions, designations or determinations not contrary to this Deed of Trust which he may determine are necessary or desirable in interpreting, applying or administering this Deed of Trust or in administering, managing or operating the Trust.  Any of the Trustee’s decisions, designations or determinations made pursuant to this subsection shall be concluśive and binding upon all perśons affected thereby.

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5.INCOME TAX COMPLIANCE

5.1The following provisions are made to assist the Trustee in administering the Trust and in complying with the provisions of the Income Tax Act and any reference to an item being taxable refers to the taxation of such item pursuant to the Income Tax Act;

5.1.1provided that such payment to a given Beneficiary does not contravene any other provision of the present deed, the Trustee shall have the right to pay out of the Trust Property, as he may from time to time in his absolute discretion determine, any taxes payable by the Trust, in connection with the Trust Property or payable by any Beneficiary in respect of the Trust Property or any part thereof; and

5.1.2the Trustee is allowed to make any election under the Income Tax Act including any election that would deem any taxable income not to be payable to one or more Beneficiaries.

6.BANKING ARRANGEMENTS

6.1The banking activities of the Trust, or any part thereof, shall be transacted with such bank, trust company, or other firm or corporation carrying on a banking business as the Trustee may designate, appoint or authorize from time to time and all such banking activities, or any part thereof, shall be transacted on behalf of the Trust by the Trustee, officers of the Trust or such other persons as the Trustee may designate, appoint or authorize from time to time including, without limitation:

6.1.1the operation of the accounts of the Trust;

6.1.2the making, signing, drawing, accepting, endorsing, negotiation, lodging, depositing or transferring of any cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money;

6.1.3the giving of receipts for orders relating to any property of the Trust;

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6.1.4the execution of any agreement or instrument relating to any property of the Trust; and

6.1.5the execution of any agreement relating to any such banking activities and defining the rights and powers of the parties thereto, and the authorizing of any officer of such banker to do any act or thing on the Trust’s behalf to facilitate such banking activities.

7.RESIGNATION, REMOVAL AND REPLACEMENT OF THE TRUSTEE

7.1Any person named as Trustee, in virtue of the present Deed, originally or thereafter, shall remain Trustee for as long as or until one of the following events shall have occurred. There shall at all times be at least one (1) Trustee to administer the Trust.

7.2The Trustee shall immediately cease to be a Trustee in the event that he becomes bankrupt, effects an assignment of his property, ceases to reside in the province of Quebec or, for whatever reason, becomes incapable to fulfil his function as Trustee.  The Trustee shall have the right to resign, even after having accepted his appointment as Trustee, by giving a written notice to such effect, sent by registered mail, to the Settlor, to the Beneficiaries and to the other Trustees in office, if any.  The resignation of a Trustee who has accepted such appointment, shall only be effective thirty (30) days following the receipt of said notice by the Settlor, the Beneficiaries, and the other Trustees, if any.  Notices to any of the parties shall be sent at the addresses below or to any new address a notice of which will have been sent to the other parties at the following addresses:

7.2.1if to the Trustee:  625 René-Lévesque Boulevard West, Suite 1440, Montréal, Québec, H3B 1R2; and

7.2.2if to the Beneficiaries:  5731 Victoria Road, Halifax, Nova Scotia, B3H 1N1.

7.3By majority vote, the Beneficiaries may remove any Trustee then in office.

7.4In the event that any Trustee should die, resign, be removed, refuse or be unable to act, or cease to reside in

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the Province of Quebec replacements are to be made by a majority of the Beneficiaries.

8.FUTURE GIFTS

8.1The Settlor and any other person or persons may, at any time and from time to time, add to the Trust Property, provided the Trustee, having regard to tax and other considerations, is willing to accept such additions.

9.TRUSTEE’S LIABILITY

9.1The exclusive standard of care required of the Trustee in exercising his powers and carrying out his functions hereunder shall be that he exercise his powers and carry out his functions hereunder as Trustee honestly, in good faith with a view to the best interests of the Trust and the Beneficiaries and that in connection therewith he exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.  The duties and standard of care of the Trustee provided as aforesaid are intended to be similar to, and not to be any greater than, those imposed on an administrator of the property of others charged with full administration pursuant to Article 1309 of the Civil Code.  Unless otherwise required by law, no Trustee shall be required to give bond, surety or security in any jurisdiction for the performance of any duties or obligations hereunder.  The Trustee in his capacity as Trustee shall not be required to devote his entire time to the affairs of the Trust.

9.2For greater certainty, to the extent that the Trustee has contracted or delegated the performance of certain activities to any of the persons referred-to at subsection 4.2 hereof, he shall be deemed to have satisfied the aforesaid standard of care and, subject to the provisions of this section 9 being complied with, he shall not be liable for any act performed by any such person in connection with such mandate or delegation.

9.3Any person dealing with the Trust in respect of any matters pertaining to the Trust, the Trust Property or securities of the Trust shall be entitled to rely on a certificate or statutory declaration (including, without limitation, if applicable, a certificate or statutory declaration as to the passing of a

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resolution of the Trustee) executed by the Trustee or the Secretary of the Trust, if any, or, without limitation, such other person as may be authorized by the Trustee as to the capacity, power and authority of the Trustee or any other person to act for and on behalf and in the name of the Trust.  No person dealing with the Trustee shall be bound to see to the application of any monies or property passing into the hands or control of the Trustee.  The receipt by or on behalf of the Trustee for monies or other consideration shall be binding upon the Trust.

9.4All determinations of the Trustee which are made in good faith with respect to any matters relating to the Trust shall be final and conclusive and shall be binding upon the Trust and all Beneficiaries.

9.5Each present and former Trustee and officer of the Trust shall at all times be indemnified and saved harmless out of the Trust Property from and against all liabilities, damages, losses, debts, claims, actions, suits and proceedings whatsoever, including costs, charges and expenses in connection therewith, sustained, incurred, brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of his duties as Trustee or officer of the Trust and also from and against all other liabilities, damages, losses, debts, claims, actions, suits, proceedings, costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs of the Trust.  Further, each present and former Trustee and officer of the trust shall not be liable to the Trust or to any Beneficiary or annuitant for any loss or damages relating to any matter regarding the Trust, including any loss or diminution in the value of the Trust or the Trust Property.  The foregoing provisions of this subsection 9.5 do not apply in respect of a present or former Trustee or officer of the Trust unless:

9.5.1he acted honestly and in good faith with a view to the best interests of the Trust and the Beneficiary and in accordance with the provisions of Article 1309 of the Civil Code; and

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9.5.2in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing his conduct was lawful.

9.6The Trustee shall not be liable to the Trust, the Beneficiaries, or to any other person for the acts, omissions, receipts, neglects or defaults of any person, firm or corporation employed or engaged by the Trust as permitted hereunder, or for joining in any receipt or act of conformity or for any loss, damage or expense caused to the Trust through the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Trust shall be paid out or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious or similar act of any person, firm or corporation with whom or which any monies, securities or property of the Trust shall be lodged or deposited, or for any loss occasioned by error in judgment or oversight on the part of the Trustee, or for any other loss, damage or misfortune which may happen in the execution by the Trustee of his duties hereunder, except to the extent the Trustee has not acted in accordance with this section 9.

9.7The Trustee may rely and act upon any statement, report or opinion prepared by or any advice received from the auditors, lawyers or other professional advisors of the Trust and shall not be responsible or held liable for any loss or damage resulting from so relying or acting.

9.8The Trustee shall only be liable, answerable and accountable for his own actual fraud, dishonesty, gross negligence or wilful breach of the terms of this Deed of Trust.

9.9The Trustee shall be fully protected in exercising any discretion granted to him in this Deed and shall not be liable to the Settlor, its successors or assigns or to any Beneficiary of the Trusts or to any other person whatsoever by reason of the exercise of any such discretion.  The Trustee shall exercise the powers and discretion given to him in what he deems to be the best interests, whether monetary or otherwise, of the Beneficiaries, and all such exercise of his powers and discretion shall be binding upon

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all the Beneficiaries and shall not be subject to any question by any person, official, authority, Court, or tribunal whatsoever or whomsoever.  Should there be more than one Trustee acting from time to time hereunder, each of the Trustees shall not be responsible for the acts or defaults of each other or for any error in judgment or for any act of omission or commission not amounting to actual fraud in the management and administration of the Trust Property.  The Trustee shall not be personally liable upon any monies to become due from or by any claims against the Trust Property or upon any investment executed by the Trustee under the provisions hereof.  The Trustee shall have the power to bind the Trust Property without rendering himself personally liable.

10.SAFEKEEPING OF ASSETS

10.1The Trustee shall be entitled to employ the safekeeping services of any bank, trust company, securities dealer, or other financial institution and shall not be liable for any loss which may be occasioned thereby.  Such financial institution must be a member of the Investment Dealers Association of Canada or an equivalent organization in Europe or the United States, and must have at least a double “A” credit rating of an internationally recognized rating agency.

11.RESETTLEMENT OR TRANSFER

11.1The Trustee may at any time if, in his absolute and uncontrolled discretion, he deems appropriate, pay or transfer the whole or any part of the income or capital of the Trust Property to the trustee of any other trust whether testamentary or inter vivos and established in another Province of Canada or elsewhere, the dispositive provisions of which are, in the opinion of the Trustee, such that the only beneficiaries likely to benefit thereunder are persons who are Beneficiaries under the Trust and that their rights would be kept unimpaired.  The Trustee may also move and transfer the Trust to any jurisdiction in the world as he may, in his absolute and uncontrolled discretion, deem proper for the benefit of the Trust and of the Beneficiaries and, upon such move and transfer, the Trust will be governed by the laws of the jurisdiction of its new location in the same manner as if it had been established under such laws.

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12.COMPENSATION OF TRUSTEE

12.1As part of the expenses of the Trust, the Trustee may pay or cause to be paid reasonable fees, costs and expenses incurred in connection with the administration and management of the Trust, including, without limitation, fees, costs and expenses of auditors, accountants, lawyers, appraisers and other professional advisors employed by or on behalf of the Trust and the cost of reporting or giving any notice required hereunder.  All costs, charges and expenses properly incurred by the Trustee on behalf of the Trust shall be payable out of the Trust Property.

12.2The Trustee shall be entitled to be paid out of the Trust Property his normal fees or other reasonable remuneration.

13.IRREVOCABILITY

13.1This Deed of Trust and the Trust are intended by the parties to be and are hereby declared to be irrevocable.  No part of the trust Property shall in any event revert to the Settlor.  In the event that any Beneficiary is no longer in existence at the Time of Division, the Trust Property or the portion thereof which fails to vest shall be paid or transferred to the other Beneficiary and if neither Beneficiary is in existence and the Time of Division, the Trust Property or remaining portion thereof shall be paid or transferred to the successors in title of the Beneficiaries or, failing such successors, to Beneficiaries’ respective shareholders.

14.AMENDMENT

14.1The provisions of this Deed of Trust, except where specifically provided otherwise, may only be amended in writing, provided that the provisions of this Deed of Trust may exclusively be amended by the Trustee without the consent, approval or ratification of the Settlor, of the Beneficiaries, or of any other person:

14.1.1at any time for the purpose of:

14.1.1.1ensuring continuing compliance with applicable laws, regulations, requirements or policies of any

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governmental authority having jurisdiction over the Trustee or the Trust;

14.1.1.2providing additional protection for the Beneficiaries;

14.1.1.3removing any conflicts or inconsistencies in this Deed of Trust or making minor corrections which are, in the opinion of counsel to the Trust, necessary or desirable and not prejudicial to the Beneficiaries; or

14.1.1.4making amendments which, in the opinion of counsel to the Trust, are necessary or desirable in the interests of the Beneficiaries as a result of changes in taxation laws.

14.2When the Trustee approves an amendment to this Deed of Trust, then the Trustee shall have the power and authority to sign such documents as may be necessary to effect such amendment.

15.LANGUAGE OF THIS DEED OF TRUST

15.1Chaque partie dèclare, par les prèsentes, avoir exigé la rèdaction en anglais de la présente convention et chaque partie consent, par les présentes., à ce que tout document, avis ou procédure légale prèvu, dècoulant ou èmis suite aux prèsentes ou s’y rapportant directement ou indirectement soit rèdigè en anglais.  The parties hereby declare that each has required this Deed of Trust to be drafted in the English language, and each party does hereby acknowledge that any documentation or notice issued hereunder or relating directly or indirectly hereto, shall be in the English language.

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WHEREOF ACTE, at Montreal, remaining of record in the office of the undersigned Notary under number ten

(10           ) of her minutes.

The parties declared to the undersigned Notary to have read the present Deed of Trust themselves and to have exempted her from reading it or having it read, following which the parties signed this Deed of Trust in the presence of the undersigned Notary on the date first mentioned hereinabove.

(Signed)	3834531  CANADA INC.
	per :  P.  Jean Cléroux
(Signed)	P. Jean Cléroux
(Signed)	C. Gioulpegiazis, Notary

A TRUE COPY of the original hereof remaining of record in my office.

/s/ C.Gioulpegiazis,  Notary.

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EX-3.15

Exhibit 3.15

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

3053854 NOVA SCOTIA COMPANY

STEWART McKELVEY STIRLING SCALES

BARRISTERS & SOLICITORS

Halifax, Nova Scotia

MEMORANDUM OF ASSOCIATION

OF

3053854 NOVA SCOTIA COMPANY

1.The name of the Company is 3053854 Nova Scotia Company.

2.There are no restrictions on the objects and powers of the Company and the Company shall expressly have the following powers:

(1)to sell or dispose of its undertaking, or a substantial part thereof;

(2)to distribute any of its property in specie among its members; and

(3)to amalgamate with any company or other body of persons.

3.The liability of the members is unlimited.

I, the undersigned, whose name, address and occupation are subscribed, am desirous of being formed into a company in pursuance of this Memorandum of Association, and I agree to take the number and kind of shares in the capital stock of the Company written below my name.

	/s/ Charles S. Reagh
	Name of Subscriber:  Charles S. Reagh
	800-1959 Upper Water Street, Halifax, NS B3J 2X2
	Occupation:  Solicitor
	Number of shares subscribed:  One Common share
TOTAL SHARES TAKEN:  one common share
Dated this 2nd day of May, 2001.
Witness to above signature:	/s/ Leanne M. Thomas
	Name of Witness:  Leanne M. Thomas
	800-1959 Upper Water Street, Halifax, NS B3J 2X2
	Occupation:  Legal Assistant

ARTICLES OF ASSOCIATION

OF

3053854 NOVA SCOTIA COMPANY

INTERPRETATION

1.In these Articles, unless there be something in the subject or context inconsistent therewith:

(1)“Act” means the Companies Act (Nova Scotia);

(2)“Articles” means these Articles of Association of the Company and all amendments hereto;

(3)“Company” means the company named above;

(4)“director” means a director of the Company;

(5)“Memorandum” means the Memorandum of Association of the Company and all amendments thereto;

(6)“month” means calendar month;

(7)“Office” means the registered office of the Company;

(8)“person” includes a body corporate;

(9)“proxyholder” includes an alternate proxyholder;

(10)“Register” means the register of members kept pursuant to the Act, and where the context permits includes a branch register of members;

(11)“Registrar” means the Registrar as defined in the Act;

(12)“Secretary” includes any person appointed to perform the duties of the Secretary temporarily;

(13)“shareholder” means member as that term is used in the Act in connection with an unlimited company having share capital and as that term is used in the Memorandum;

(14)“special resolution” has the meaning assigned by the Act;

(15)“in writing” and “written” includes printing, lithography and other modes of representing or reproducing words in visible form;

(16)words importing number or gender include all numbers and genders unless the context otherwise requires.

2.The regulations in Table A in the First Schedule to the Act shall not apply to the Company.

3.The directors may enter into and carry into effect or adopt and carry into effect any agreement made by the promoters of the Company on behalf of the Company and may agree to any modification in the terms of any such agreement, either before or after its execution.

4.The directors may, out of the funds of the Company, pay all expenses incurred for the incorporation and organization of the Company.

5.The Company may commence business on the day following incorporation or so soon thereafter as the directors think fit, notwithstanding that part only of the shares has been allotted.

SHARES

6.The capital of the company shall consist of 1,000,000,000 common shares without nominal or par value, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the provisions of the Act.

7.The directors shall control the shares and, subject to the provisions of these Articles, may allot or otherwise dispose of them to such person at such times, on such terms and conditions and, if the shares have a par value, either at a premium or at par, as they think fit.

8.The directors may pay on behalf of the Company a reasonable commission to any person in consideration of subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company. Subject to the Act, the commission may be paid or satisfied in shares of the Company.

9.On the issue of shares the Company may arrange among the holders thereof differences in the calls to be paid and in the times for their payment.

10.If the whole or part of the allotment price of any shares is, by the conditions of their allotment, payable in instalments, every such instalment shall, when due, be payable to the Company by the person who is at such time the registered holder of the shares.

11.Shares may be registered in the names of joint holders not exceeding three in number.

12.Joint holders of a share shall be jointly and severally liable for the payment of all instalments and calls due in respect of such share.  On the death of one or more joint holders of shares the survivor or survivors of them shall alone be recognized by the Company as the registered holder or holders of the shares.

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13.Save as herein otherwise provided, the Company may treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or required by statute, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person.

14.The Company is a private company, and:

(1)no transfer of any share or prescribed security of the Company shall be effective unless or until approved by the directors;

(2)the number of holders of issued and outstanding prescribed securities or shares of the Company, exclusive of persons who are in the employment of the Company or in the employment of an affiliate of the Company and exclusive of persons who, having been formerly in the employment of the Company or the employment of an affiliate of the Company, were, while in that employment, and have continued after termination of that employment, to own at least one prescribed security or share of the Company, shall not exceed 50 in number, two or more persons or companies who are the joint registered owners of one or more prescribed securities or shares being counted as one holder; and

(3)the Company shall not invite the public to subscribe for any of its securities.

In this Article, “private company” and “securities” have the meanings ascribed to those terms in the Securities Act (Nova Scotia), and “prescribed security” means any of the securities prescribed by the Nova Scotia Securities Commission from time to time for the purpose of the definition of “private company” in the Securities Act (Nova Scotia).

CERTIFICATES

15.Certificates of title to shares shall comply with the Act and may otherwise be in such form as the directors may from time to time determine. Unless the directors otherwise determine, every certificate of title to shares shall be signed manually by at least one of the Chairman, President, Secretary, Treasurer, a vice-president, an assistant secretary, any other officer of the Company or any director of the Company or by or on behalf of a share registrar transfer agent or branch transfer agent appointed by the Company or by any other person whom the directors may designate. When signatures of more than one person appear on a certificate all but one may be printed or otherwise mechanically reproduced. All such certificates when signed as provided in this Article shall be valid and binding upon the Company.  If a certificate contains a printed or mechanically reproduced signature of a person, the Company may issue the certificate, notwithstanding that the person has ceased to be a director or an officer of the Company and the certificate is as valid as if such person were a director or an officer at the date of its issue.

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16.Except as the directors may determine, each shareholder’s shares may be evidenced by any number of certificates so long as the aggregate of the shares stipulated in such certificates equals the aggregate registered in the name of the shareholder.

17.Where shares are registered in the names of two or more persons, the Company shall not be bound to issue more than one certificate or set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the Register.

18.Any certificate that has become worn, damaged or defaced may, upon its surrender to the directors, be cancelled and replaced by a new certificate.  Any certificate that has become lost or destroyed may be replaced by a new certificate upon proof of such loss or destruction to the satisfaction of the directors and the furnishing to the Company of such undertakings of indemnity as the directors deem adequate.

19.The sum of one dollar or such other sum as the directors from time to time determine shall be paid to the Company for every certificate other than the first certificate issued to any holder in respect of any share or shares.

20.The directors may cause one or more branch Registers of shareholders to be kept in any place or places, whether inside or outside of Nova Scotia.

CALLS

21.The directors may make such calls upon the shareholders in respect of all amounts unpaid on the shares held by them respectively and not made payable at fixed times by the conditions on which such shares were allotted, and each shareholder shall pay the amount of every call so made to the person and at the times and places appointed by the directors.  A call may be made payable by instalments.

22.A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed.

23.At least 14 days’ notice of any call shall be given, and such notice shall specify the time and place at which and the person to whom such call shall be paid.

24.If the sum payable in respect of any call or instalment is not paid on or before the day appointed for the payment thereof, the holder for the time being of the share in respect of which the call has been made or the instalment is due shall pay interest on such call or instalment at the rate of 9% per year or such other rate of interest as the directors may determine from the day appointed for the payment thereof up to the time of actual payment.

25.At the trial or hearing of any action for the recovery of any amount due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered on the Register as the holder or one of the holders of the share or shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that such notice of such call was duly given to the shareholder sued in pursuance of these Articles.  It shall not

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be necessary to prove the appointment of the directors who made such call or any other matters whatsoever and the proof of the matters stipulated shall be conclusive evidence of the debt.

FORFEITURE OF SHARES

26.If any shareholder fails to pay any call or instalment on or before the day appointed for payment, the directors may at any time thereafter while the call or instalment remains unpaid serve a notice on such shareholder requiring payment thereof together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

27.The notice shall name a day (not being less than 14 days after the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses are to be paid.  The notice shall also state that, in the event of non-payment on or before the day and at the place or one of the places so named, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

28.If the requirements of any such notice are not complied with, any shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect.  Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

29.When any share has been so forfeited, notice of the resolution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture shall be made in the Register.

30.Any share so forfeited shall be deemed the property of the Company and the directors may sell, re-allot or otherwise dispose of it in such manner as they think fit.

31.The directors may at any time before any share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.

32.Any shareholder whose shares have been forfeited shall nevertheless be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture together with interest thereon at the rate of 9% per year or such other rate of interest as the directors may determine from the time of forfeiture until payment.  The directors may enforce such payment if they think fit, but are under no obligation to do so.

33.A certificate signed by the Secretary stating that a share has been duly forfeited on a specified date in pursuance of these Articles and the time when it was forfeited shall be conclusive evidence of the facts therein stated as against any person who would have been entitled to the share but for such forfeiture.

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LIEN ON SHARES

34.The Company shall have a first and paramount lien upon all shares (other than fully paid-up shares) registered in the name of a shareholder (whether solely or jointly with others) and upon the proceeds from the sale thereof for debts, liabilities and other engagements of the shareholder, solely or jointly with any other person, to or with the Company, whether or not the period for the payment, fulfilment or discharge thereof has actually arrived, and such lien shall extend to all dividends declared in respect of such shares.  Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of any lien of the Company on such shares.

35.For the purpose of enforcing such lien the directors may sell the shares subject to it in such manner as they think fit, but no sale shall be made until the period for the payment, fulfilment or discharge of such debts, liabilities or other engagements has arrived, and until notice in writing of the intention to sell has been given to such shareholder or the shareholder’s executors or administrators and default has been made by them in such payment, fulfilment or discharge for seven days after such notice.

36.The net proceeds of any such sale after the payment of all costs shall be applied in or towards the satisfaction of such debts, liabilities or engagements and the residue, if any, paid to such shareholder.

VALIDITY OF SALES

37.Upon any sale after forfeiture or to enforce a lien in purported exercise of the powers given by these Articles the directors may cause the purchaser’s name to be entered in the Register in respect of the shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, and after the purchaser’s name has been entered in the Register in respect of such shares the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

TRANSFER OF SHARES

38.The instrument of transfer of any share in the Company shall be signed by the transferor.  The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof and shall be entitled to receive any dividend declared thereon before the registration of the transfer.

39.The instrument of transfer of any share shall be in writing in the following form or to the following effect:

For value received,         hereby sell, assign, and transfer unto                     ,                        shares in the capital of the Company represented by the within certificate, and do hereby irrevocably constitute and appoint             attorney to transfer such shares on the books of the Company with full power of substitution in the premises.

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Dated the      day of                     ,

Witness:

40.The directors may, without assigning any reason therefor, decline to register any transfer of shares

(1)not fully paid-up or upon which the Company has a lien, or

(2)the transfer of which is restricted by any agreement to which the Company is a party.

41.Every instrument of transfer shall be left for registration at the Office of the Company, or at any office of its transfer agent where a Register is maintained, together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove title to or the right to transfer the shares.

42.The directors may require that a fee determined by them be paid before or after registration of any transfer.

43.Every instrument of transfer shall, after its registration, remain in the custody of the Company.  Any instrument of transfer that the directors decline to register shall, except in case of fraud, be returned to the person who deposited it.

TRANSMISSION OF SHARES

44.The executors or administrators of a deceased shareholder (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such shareholder.  When a share is registered in the names of two or more joint holders, the survivor or survivors or the executors or administrators of the deceased shareholder, shall be the only persons recognized by the Company as having any title to, or interest in, such share.

45.Notwithstanding anything in these Articles, if the Company has only one shareholder (not being one of several joint holders) and that shareholder dies, the executors or administrators of the deceased shareholder shall be entitled to register themselves in the Register as the holders of the shares registered in the name of the deceased shareholder whereupon they shall have all the rights given by these Articles and by law to shareholders.

46.Any person entitled to shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer, upon producing such evidence of entitlement as the directors require, may be registered as a shareholder in respect of such shares, or may, without being registered, transfer such shares subject to the provisions of these Articles respecting the transfer of shares.  The directors shall have the same right to refuse registration as if the transferee were named in an ordinary transfer presented for registration.

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SURRENDER OF SHARES

47.The directors may accept the surrender of any share by way of compromise of any ques? as to the holder being properly registered in respect thereof.  Any share so surrendered? be disposed of in the same manner as a forfeited share.

INCREASE AND REDUCTION OF CAPITAL

48.Subject to the Act, the shareholders may by special resolution amend these Articles to increase or alter the share capital of the Company as they think expedient.  Without prejudice to any special rights previously conferred on the holders of existing shares, an? share may be issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, ? the shareholders may from time to time determine by special resolution.  Except as other? provided by the conditions of issue, or by these Articles, any capital raised by the creatio? new shares shall be considered part of the original capital and shall be subject to the? provisions herein contained with reference to payment of calls and instalments, transfer ? transmission, forfeiture, lien and otherwise.

49.The Company may, by special resolution where required, reduce its share capital in any ? and with and subject to any incident authorized and consent required by law.  Subject to t? Act and any provisions attached to such shares, the Company may redeem, purchase or acquire any of its shares and the directors may determine the manner and the terms for redeeming, purchasing or acquiring such shares and may provide a sinking fund on such terms as they think fit for the redemption, purchase or acquisition of shares of any class o? series.

MEETINGS AND VOTING BY CLASS OR SERIES

50.Where the holders of shares of a class or series have, under the Act, the terms or condition attaching to such shares or otherwise, the right to vote separately as a class in respect of an? matter then, except as provided in the Act, these Articles or such terms or conditions, all th? provisions in these Articles concerning general meetings (including, without limitation, provisions respecting notice, quorum and procedure) shall, mutatis mutandis, apply to ever? meeting of holders of such class or series of shares convened for the purpose of such vote.

51.Unless the rights, privileges, terms or conditions attached to a class or series of shares provide otherwise, such class or series of shares shall not have the right to vote separately a? a class or series upon an amendment to the Memorandum or Articles to:

(1)increase or decrease any maximum number of authorized shares of such class or series, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class or series;

(2)effect an exchange, reclassification or cancellation of all or part of the shares of such class or series; or

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(3)create a new class or series of shares equal or superior to the shares of such class or series.

BORROWING POWERS

52.The directors on behalf of the Company may:

(1)raise or borrow money for the purposes of the Company or any of them;

(2)secure, subject to the sanction of a special resolution where required by the Act, the repayment of funds so raised or borrowed in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the execution and delivery of mortgages of the Company’s real or personal property, or by the issue of bonds, debentures or other securities of the Company secured by mortgage or other charge upon all or any part of the property of the Company, both present and future including its uncalled capital for the time being;

(3)sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of or securities for funds borrowed or to be borrowed for the purposes aforesaid;

(4)pledge debentures as security for loans;

(5)guarantee obligations of any person.

53.Bonds, debentures and other securities may be made assignable, free from any equities between the Company and the person to whom such securities were issued.

54.Any bonds, debentures and other securities may be issued at a discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and other matters.

GENERAL MEETINGS

55.Ordinary general meetings of the Company shall be held at least once in every calendar year at such time and place as may be determined by the directors and not later than 15 months after the preceding ordinary general meeting.  All other meetings of the Company shall be called special general meetings.  Ordinary or special general meetings may be held either within or without the Province of Nova Scotia.

56.The President, a vice-president or the directors may at any time convene a special general meeting, and the directors, upon the requisition of shareholders in accordance with the Act shall forthwith proceed to convene such meeting or meetings to be held at such time and place or times and places as the directors determine.

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57.The requisition shall state the objects of the meeting requested, be signed by the requisitionists and deposited at the Office of the Company.  It may consist of several documents in like form each signed by one or more of the requisitionists.

58.At least seven clear days’ notice, or such longer period of notice as may be required by the Act, of every general meeting, specifying the place, day and hour of the meeting and, when special business is to be considered, the general nature of such business, shall be given to the shareholders entitled to be present at such meeting by notice given as permitted by these Articles.  With the consent in writing of all the shareholders entitled to vote at such meeting, a meeting may be convened by a shorter notice and in any manner they think fit, or notice of the time, place and purpose of the meeting may be waived by all of the shareholders.

59.When it is proposed to pass a special resolution, the two meetings may be convened by the same notice, and it shall be no objection to such notice that it only convenes the second meeting contingently upon the resolution being passed by the requisite majority at the first meeting.

60.The accidental omission to give notice to a shareholder, or non-receipt of notice by a shareholder, shall not invalidate any resolution passed at any general meeting.

RECORD DATES

61.(1)The directors may fix in advance a date as the record date for the determination of shareholders

(a)entitled to receive payment of a dividend or entitled to receive any distribution;

(b)entitled to receive notice of a meeting; or

(c)for any other purpose.

(2)If no record date is fixed, the record date for the determination of shareholders

(a)entitled to receive notice of a meeting shall be the day immediately preceding the day on which the notice is given, or, if no notice is given, the day on which the meeting is held; and

(b)for any other purpose shall be the day on which the directors pass the resolution relating to the particular purpose.

PROCEEDINGS AT GENERAL MEETINGS

62.The business of an ordinary general meeting shall be to receive and consider the financial statements of the Company and the report of the directors and the report, if any, of the

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auditors, to elect directors in the place of those retiring and to transact any other business which under these Articles ought to be transacted at an ordinary general meeting.

63.No business shall be transacted at any general meeting unless the requisite quorum is present at the commencement of the business.  A corporate shareholder of the Company that has a duly authorized agent or representative present at any such meeting shall for the purpose of this Article be deemed to be personally present at such meeting.

64.One person, being a shareholder, proxyholder or representative of a corporate shareholder, present and entitled to vote shall constitute a quorum for a general meeting, and may hold a meeting.

65.The Chairman shall be entitled to take the chair at every general meeting or, if there be no Chairman, or if the Chairman is not present within fifteen 15 minutes after the time appointed for holding the meeting, the President or, failing the President, a vice-president shall be entitled to take the chair.  If the Chairman, the President or a vice-president is not present within 15 minutes after the time appointed for holding the meeting or if all such persons present decline to take the chair, the shareholders present entitled to vote at the meeting shall choose another director as chairman and if no director is present or if all the directors present decline to take the chair, then such shareholders shall choose one of their number to be chairman.

66.If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting, if it was convened pursuant to a requisition of shareholders, shall be dissolved; if it was convened in any other way, it shall stand adjourned to the same day, in the next week, at the same time and place. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the shareholders present shall be a quorum and may hold the meeting.

67.Subject to the Act, at any general meeting a resolution put to the meeting shall be decided by a show of hands unless, either before or on the declaration of the result of the show of hands, a poll is demanded by the chairman, a shareholder or a proxyholder; and unless a poll is so demanded, a declaration by the chairman that the resolution has been carried, carried by a particular majority, lost or not carried by a particular majority and an entry to that effect in the Company’s book of proceedings shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

68.When a poll is demanded, it shall be taken in such manner and at such time and place as the chairman directs, and either at once or after an interval or adjournment or otherwise.  The result of the poll shall be the resolution of the meeting at which the poll was demanded.  The demand of a poll may be withdrawn.  When any dispute occurs over the admission or rejection of a vote, it shall be resolved by the chairman and such determination made in good faith shall be final and conclusive.

69.The chairman shall not have a casting vote in addition to any vote or votes that the chairman has as a shareholder.

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70.The chairman of a general meeting may with the consent of the meeting adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting that was adjourned.

71.Any poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith without adjournment.

72.The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

VOTES OF SHAREHOLDERS

73.Subject to the Act and to any provisions attached to any class or series of shares concerning or restricting voting rights:

(1)on a show of hands every shareholder entitled to vote present in person, every duly authorized representative of a corporate shareholder, and, if not prevented from voting by the Act, every proxyholder, shall have one vote; and

(2)on a poll every shareholder present in person, every duly authorized representative of a corporate shareholder, and every proxyholder, shall have one vote for every share held;

whether or not such representative or proxyholder is a shareholder:

74.Any person entitled to transfer shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer may vote at any general meeting in respect thereof in the same manner as if such person were the registered holder of such shares so long as the directors are satisfied at least 48 hours before the time of holding the meeting of such person’s right to transfer such shares.

75.Where there are joint registered holders of any share, any of such holders may vote such share at any meeting, either personally or by proxy, as if solely entitled to it.  If more than one joint holder is present at any meeting, personally or by proxy, the one whose name stands first on the Register in respect of such share shall alone be entitled to vote it.  Several executors or administrators of a deceased shareholder in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.

76.Votes may be cast either personally or by proxy or, in the case of a corporate shareholder by a representative duly authorized under the Act.

77.A proxy shall be in writing and executed in the manner provided in the Act.  A proxy or other authority of a corporate shareholder does not require its seal.

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78.A shareholder of unsound mind in respect of whom an order has been made by any court of competent jurisdiction may vote by guardian or other person in the nature of a guardian appointed by that court, and any such guardian or other person may vote by proxy.

79.A proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office of the Company or at such other place as the directors may direct.  The directors may, by resolution, fix a time not exceeding 48 hours excluding Saturdays and holidays preceding any meeting or adjourned meeting before which time proxies to be used at that meeting must be deposited with the Company at its Office or with an agent of the Company.  Notice of the requirement for depositing proxies shall be given in the notice calling the meeting.  The chairman of the meeting shall determine all questions as to validity of proxies and other instruments of authority.

80.A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death of the principal, the revocation of the proxy, or the transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, revocation or transfer is received at the Office of the Company before the meeting or by the chairman of the meeting before the vote is given.

81.Every form of proxy shall comply with the Act and its regulations and subject thereto may be in the following form:

I,                  of            being a shareholder of                    hereby appoint                    of                    (or failing him/her                    of                   ) as my proxyholder to attend and to vote for me and on my behalf at the ordinary/special general meeting of the Company, to be held on the   day of              and at any adjournment thereof, or at any meeting of the Company which may be held prior to [insert specified date or event]. [If the proxy is solicited by or behalf of the management of the Company, insert a statement to that effect.]

Dated this       day of                 .

Shareholder

82.Subject to the Act, no shareholder shall be entitled to be present or to vote on any question, either personally or by proxy, at any general meeting or be reckoned in a quorum while any call is due and payable to the Company in respect of any of the shares of such shareholder.

83.Any resolution passed by the directors, notice of which has been given to the shareholders in the manner in which notices are hereinafter directed to be given and which is, within one month after it has been passed, ratified and confirmed in writing by shareholders entitled on a poll to three-fifths of the votes, shall be as valid and effectual as a resolution of a general meeting.  This Article shall not apply to a resolution for winding up the Company or to a resolution dealing with any matter that by statute or these Articles ought to be dealt with by a special resolution or other method prescribed by statute.

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84.A resolution, including a special resolution, in writing and signed by every shareholder who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such shareholders at a meeting and satisfies all of the requirements of the Act respecting meetings of shareholders.

DIRECTORS

85.Unless otherwise determined by resolution of shareholders, the number of directors shall not be less than one or more than ten.

86.Notwithstanding anything herein contained the subscribers to the Memorandum shall be the first directors of the Company.

87.The directors may be paid out of the funds of the Company as remuneration for their service such sums, if any, as the Company may by resolution of its shareholders determine, and such remuneration shall be divided among them in such proportions and manner as the directors determine.  The directors may also be paid their reasonable travelling, hotel and other expenses incurred in attending meetings of directors and otherwise in the execution of their duties as directors.

88.The continuing directors may act notwithstanding any vacancy in their body, but if their number falls below the minimum permitted, the directors shall not, except in emergencies or for the purpose of filling vacancies, act so long as their number is below the minimum.

89.A director may, in conjunction with the office of director, and on such terms as to remuneration and otherwise as the directors arrange or determine, hold any other office or place of profit under the Company or under any company in which the Company is a shareholder or is otherwise interested.

90.The office of a director shall ipso facto be vacated, if the director:

(1)becomes bankrupt or makes an assignment for the benefit of creditors;

(2)is, or is found by a court of competent jurisdiction to be, of unsound mind;

(3)by notice in writing to the Company, resigns the office of director; or

(4)is removed in the manner provided by these Articles.

91.No director shall be disqualified by holding the office of director from contracting with the Company, either as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or arrangement entered into or proposed to be entered into by or on behalf of the Company in which any director is in any way interested, either directly or indirectly, be avoided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason only of such director holding that office or of the fiduciary relations thereby established, provided

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the director makes a declaration or gives a general notice in accordance with the Act.  No director shall, as a director, vote in respect of any contract or arrangement in which the director is so interested, and if the director does so vote, such vote shall not be counted.  This prohibition may at any time or times be suspended or relaxed to any extent by a resolution of the shareholders and shall not apply to any contract by or on behalf of the Company to give to the directors or any of them any security for advances or by way of indemnity.

ELECTION OF DIRECTORS

92.At the dissolution of every ordinary general meeting at which their successors are elected, all the directors shall retire from office and be succeeded by the directors elected at such meeting. Retiring directors shall be eligible for re-election.

93.If at any ordinary general meeting at which an election of directors ought to take place no such election takes place, or if no ordinary general meeting is held in any year or period of years, the retiring directors shall continue in office until their successors are elected.

94.The Company may by resolution of its shareholders elect any number of directors permitted by these Articles and may determine or alter their qualification.

95.The Company may, by special resolution or in any other manner permitted by statute, remove any director before the expiration of such director’s period of office and may, if desired, appoint a replacement to hold office during such time only as the director so removed would have held office.

96.The directors may appoint any other person as a director so long as the total number of directors does not at any time exceed the maximum number permitted.  No such appointment, except to fill a casual vacancy, shall be effective unless two-thirds of the directors concur in it.  Any casual vacancy occurring among the directors may be filled by the directors, but any person so chosen shall retain office only so long as the vacating director would have retained it if the vacating director had continued as director.

MANAGING DIRECTOR

97.The directors may appoint one or more of their body to be managing directors of the Company, either for a fixed term or otherwise, and may remove or dismiss them from office and appoint replacements.

98.Subject to the provisions of any contract between a managing director and the Company, a managing director shall be subject to the same provisions as to resignation and removal as the other directors of the Company. A managing director who for any reason ceases to hold the office of director shall ipso facto immediately cease to be a managing director.

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99.The remuneration of a managing director shall from time to time be fixed by the directors and may be by way of any or all of salary, commission and participation in profits.

100.The directors may from time to time entrust to and confer upon a managing director such of the powers exercisable under these Articles by the directors as they think fit, and may confer such powers for such time, and to be exercised for such objects and purposes and upon such terms and conditions, and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the directors in that behalf; and may from time to time revoke, withdraw, alter or vary all or any of such powers.

CHAIRMAN OF THE BOARD

101.The directors may elect one of their number to be Chairman and may determine the period during which the Chairman is to hold office.  The Chairman shall perform such duties and receive such special remuneration as the directors may provide.

PRESIDENT AND VICE-PRESIDENTS

102.The directors shall elect the President of the Company, who need not be a director, and may determine the period for which the President is to hold office.  The President shall have general supervision of the business of the Company and shall perform such duties as may be assigned from time to time by the directors.

103.The directors may also elect vice-presidents, who need not be directors, and may determine the periods for which they are to hold office.  A vice-president shall, at the request of the President or the directors and subject to the directions of the directors, perform the duties of the President during the absence, illness or incapacity of the President, and shall also perform such duties as may be assigned by the President or the directors.

SECRETARY AND TREASURER

104.The directors shall appoint a Secretary of the Company to keep minutes of shareholders’ and directors’ meetings and perform such other duties as may be assigned by the directors.  The directors may also appoint a temporary substitute for the Secretary who shall, for the purposes of these Articles, be deemed to be the Secretary.

105.The directors may appoint a treasurer of the Company to carry out such duties as the directors may assign.

OFFICERS

106.The directors may elect or appoint such other officers of the Company, having such powers and duties, as they think fit.

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107.If the directors so decide the same person may hold more than one of the offices provided for in these Articles.

PROCEEDINGS OF DIRECTORS

108.The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they think fit, and may determine the quorum necessary for the transaction of business.  Until otherwise determined, one director shall constitute a quorum and may hold a meeting.

109.If all directors of the Company entitled to attend a meeting either generally or specifically consent, a director may participate in a meeting of directors or of a committee of directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at that meeting for purposes of these Articles.

110.Meetings of directors may be held either within or without the Province of Nova Scotia and the directors may from time to time make arrangements relating to the time and place of holding directors’ meetings, the notices to be given for such meetings and what meetings may be held without notice.  Unless otherwise provided by such arrangements:

(1)A meeting of directors may be held at the close of every ordinary general meeting of the Company without notice.

(2)Notice of every other directors’ meeting may be given as permitted by these Articles to each director at least 48 hours before the time fixed for the meeting.

(3)A meeting of directors may be held without formal notice if all the directors are present or if those absent have signified their assent to such meeting or their consent to the business transacted at such meeting.

111.The President or any director may at any time, and the Secretary, upon the request of the President or any director, shall summon a meeting of the directors to be held at the Office of the Company.  The President, the Chairman or a majority of the directors may at any time, and the Secretary, upon the request of the President, the Chairman or a majority of the directors shall, summon a meeting to be held elsewhere.

112.(1)Questions arising at any meeting of directors shall be decided by a majority of votes.  The chairman of the meeting may vote as a director but shall not have a second or casting vote.

(2)At any meeting of directors the chairman shall receive and count the vote of any director not present in person at such meeting on any question or matter arising at such meeting whenever such absent director has indicated by telegram, letter or other writing lodged with the chairman of such meeting the manner in which the absent director desires to vote on such question or matter and such question or matter has

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been specifically mentioned in the notice calling the meeting as a question or matter to be discussed or decided thereat.  In respect of any such question or matter so mentioned in such notice any director may give to any other director a proxy authorizing such other director to vote for such first named director at such meeting, and the chairman of such meeting, after such proxy has been so lodged, shall receive and count any vote given in pursuance thereof notwithstanding the absence of the director giving such proxy.

113.If no Chairman is elected, or if at any meeting of directors the Chairman is not present within five minutes after the time appointed for holding the meeting, or declines to take the chair, the President, if a director, shall preside.  If the President is not a director, is not present at such time or declines to take the chair, a vice-president who is also a director shall preside.  If no person described above is present at such time and willing to take the chair, the directors present shall choose some one of their number to be chairman of the meeting.

114.A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the directors generally.

115.The directors may delegate any of their powers to committees consisting of such number of directors as they think fit.  Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors.

116.The meetings and proceedings of any committee of directors shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the directors insofar as they are applicable and are not superseded by any regulations made by the directors.

117.All acts done at any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of the director or person so acting, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

118.A resolution in writing and signed by every director who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such directors at a meeting.

119.If any one or more of the directors is called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the Company or the business thereof, the Company may remunerate the director or directors so doing, either by a fixed sum or by a percentage of profits or otherwise.  Such remuneration shall be determined by the directors and may be either in addition to or in substitution for remuneration otherwise authorized by these Articles.

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REGISTERS

120.The directors shall cause to be kept at the Company’s Office in accordance with the provisions of the Act a Register of the shareholders of the Company, a register of the holders of bonds, debentures and other securities of the Company and a register of its directors.  Branch registers of the shareholders and of the holders of bonds, debentures and other securities may be kept elsewhere, either within or without the Province of Nova Scotia, in accordance with the Act.

MINUTES

121.The directors shall cause minutes to be entered in books designated for the purpose:

(1)of all appointments of officers;

(2)of the names of directors present at each meeting of directors and of any committees of directors;

(3)of all orders made by the directors and committees of directors; and

(4)of all resolutions and proceedings of meetings of shareholders and of directors.

Any such minutes of any meeting of directors or of any committee of directors or of shareholders, if purporting to be signed by the chairman of such meeting or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.

POWERS OF DIRECTORS

122.The management of the business of the Company is vested in the directors who, in addition to the powers and authorities by these Articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the shareholders, but subject nevertheless to the provisions of any statute, the Memorandum or these Articles.  No modification of the Memorandum or these Articles shall invalidate any prior act of the directors that would have been valid if such modification had not been made.

123.Without restricting the generality of the terms of any of these Articles and without prejudice to the powers conferred thereby, the directors may:

(1)take such steps as they think fit to carry out any agreement or contract made by or on behalf of the Company;

(2)pay costs, charges and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Company;

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(3)purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire, at such price and generally on such terms and conditions as they think fit;

(4)pay for any property, rights or privileges acquired by, or services rendered to the Company either wholly or partially in cash or in shares (fully paid-up or otherwise), bonds, debentures or other securities of the Company;

(5)subject to the Act, secure the fulfilment of any contracts or engagements entered into by the Company by mortgaging or charging all or any of the property of the Company and its unpaid capital for the time being, or in such other manner as they think fit;

(6)appoint, remove or suspend at their discretion such experts, managers, secretaries, treasurers, officers, clerks, agents and servants for permanent, temporary or special services, as they from time to time think fit, and determine their powers and duties and fix their salaries or emoluments and require security in such instances and to such amounts as they think fit;

(7)accept a surrender of shares from any shareholder insofar as the law permits and on such terms and conditions as may be agreed;

(8)appoint any person or persons to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, execute and do all such deeds and things as may be required in relation to such trust, and provide for the remuneration of such trustee or trustees;

(9)institute, conduct, defend, compound or abandon any legal proceedings by and against the Company, its directors or its officers or otherwise concerning the affairs of the Company, and also compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company;

(10)refer any claims or demands by or against the Company to arbitration and observe and perform the awards;

(11)make and give receipts, releases and other discharges for amounts payable to the Company and for claims and demands of the Company;

(12)determine who may exercise the borrowing powers of the Company and sign on the Company’s behalf bonds, debentures or other securities, bills, notes, receipts, acceptances, assignments, transfers, hypothecations, pledges, endorsements, cheques, drafts, releases, contracts, agreements and all other instruments and documents;

(13)provide for the management of the affairs of the Company abroad in such manner as they think fit, and in particular appoint any person to be the attorney or agent of the Company with such powers (including power to sub-delegate) and upon such terms as may be thought fit;

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(14)invest and deal with any funds of the Company in such securities and in such manner as they think fit; and vary or realize such investments;

(15)subject to the Act, execute in the name and on behalf of the Company in favour of any director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company’s property, present and future, as they think fit;

(16)give any officer or employee of the Company a commission on the profits of any particular business or transaction or a share in the general profits of the Company;

(17)set aside out of the profits of the Company before declaring any dividend such amounts as they think proper as a reserve fund to meet contingencies or provide for dividends, depreciation, repairing, improving and maintaining any of the property of the Company and such other purposes as the directors may in their absolute discretion think in the interests of the Company; and invest such amounts in such investments as they think fit, and deal with and vary such investments, and dispose of all or any part of them for the benefit of the Company, and divide the reserve fund into such special funds as they think fit, with full power to employ the assets constituting the reserve fund in the business of the Company without being bound to keep them separate from the other assets;

(18)make, vary and repeal rules respecting the business of the Company, its officers and employees, the shareholders of the Company or any section or class of them;

(19)enter into all such negotiations and contracts, rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company;

(20)provide for the management of the affairs of the Company in such manner as they think fit.

SOLICITORS

124.The Company may employ or retain solicitors any of whom may, at the request or on the instruction of the directors, the Chairman, the President or a managing director, attend meetings of the directors or shareholders, whether or not the solicitor is a shareholder or a director of the Company.  A solicitor who is also a director may nevertheless charge for services rendered to the Company as a solicitor.

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THE SEAL

125.The directors shall arrange for the safe custody of the common seal of the Company (the “Seal”).  The Seal may be affixed to any instrument in the presence of and contemporaneously with the attesting signature of (i) any director or officer acting within such person’s authority or (ii) any person under the authority of a resolution of the directors or a committee thereof.  For the purpose of certifying documents or proceedings the Seal may be affixed by any director or the President, a vice-president, the Secretary, an assistant secretary or any other officer of the Company without the authorization of a resolution of the directors.

126.The Company may have facsimiles of the Seal which may be used interchangeably with the Seal.

127.The Company may have for use at any place outside the Province of Nova Scotia, as to all matters to which the corporate existence and capacity of the Company extends, an official seal that is a facsimile of the Seal of the Company with the addition on its face of the name of the place where it is to be used; and the Company may by writing under its Seal authorize any person to affix such official seal at such place to any document to which the Company is a party.

DIVIDENDS

128.The directors may from time to time declare such dividend as they deem proper upon shares of the Company according to the rights and restrictions attached to any class or series of shares, and may determine the date upon which such dividend will be payable and that it will be payable to the persons registered as the holders of the shares on which it is declared at the close of business upon a record date.  No transfer of such shares registered after the record date shall pass any right to the dividend so declared.

129.Dividends may be paid as permitted by law and, without limitation, may be paid out of the profits, retained earnings or contributed surplus of the Company.  No interest shall be payable on any dividend except insofar as the rights attached to any class or series of shares provide otherwise.

130.The declaration of the directors as to the amount of the profits, retained earnings or contributed surplus of the Company shall be conclusive.

131.The directors may from time to time pay to the shareholders such interim dividends as in their judgment the position of the Company justifies.

132.Subject to these Articles and the rights and restrictions attached to any class or series of shares, dividends may be declared and paid to the shareholders in proportion to the amount of capital paid-up on the shares (not including any capital paid-up bearing interest) held by them respectively.

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133.The directors may deduct from the dividends payable to any shareholder amounts due and payable by the shareholder to the Company on account of calls, instalments or otherwise, and may apply the same in or towards satisfaction of such amounts so due and payable.

134.The directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

135.The directors may retain the dividends payable upon shares to which a person is entitled or entitled to transfer upon the death or bankruptcy of a shareholder or in any way other than by allotment or transfer, until such person has become registered as the holder of such shares or has duly transferred such shares.

136.When the directors declare a dividend on a class or series of shares and also make a call on such shares payable on or before the date on which the dividend is payable, the directors may retain all or part of the dividend and set off the amount retained against the call.

137.The directors may declare that a dividend be paid by the distribution of cash, paid-up shares (at par or at a premium), debentures, bonds or other securities of the Company or of any other company or any other specific assets held or to be acquired by the Company or in any one or more of such ways.

138.The directors may settle any difficulty that may arise in regard to the distribution of a dividend as they think expedient, and in particular without restricting the generality of the foregoing may issue fractional certificates, may fix the value for distribution of any specific assets, may determine that cash payments will be made to any shareholders upon the footing of the value so fixed or that fractions may be disregarded in order to adjust the rights of all parties, and may vest cash or specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the directors.

139.Any person registered as a joint holder of any share may give effectual receipts for all dividends and payments on account of dividends in respect of such share.

140.Unless otherwise determined by the directors, any dividend may be paid by a cheque or warrant delivered to or sent through the post to the registered address of the shareholder entitled, or, when there are joint holders, to the registered address of that one whose name stands first on the register for the shares jointly held.  Every cheque or warrant so delivered or sent shall be made payable to the order of the person to whom it is delivered or sent.  The mailing or other transmission to a shareholder at the shareholder’s registered address (or, in the case of joint shareholders at the address of the holder whose name stands first on the register) of a cheque payable to the order of the person to whom it is addressed for the amount of any dividend payable in cash after the deduction of any tax which the Company has properly withheld, shall discharge the Company’s liability for the dividend unless the cheque is not paid on due presentation.  If any cheque for a dividend payable in cash is not received, the Company shall issue to the shareholder a replacement cheque for the same amount on such terms as to indemnity and evidence of non-receipt as the directors may

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impose.  No shareholder may recover by action or other legal process against the Company any dividend represented by a cheque that has not been duly presented to a banker of the Company for payment or that otherwise remains unclaimed for 6 years from the date on which it was payable.

ACCOUNTS

141.The directors shall cause proper books of account to be kept of the amounts received and expended by the Company, the matters in respect of which such receipts and expenditures take place, all sales and purchases of goods by the Company, and the assets, credits and liabilities of the Company.

142.The books of account shall be kept at the head office of the Company or at such other place or places as the directors may direct.

143.The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the accounts and books of the Company or any of them shall be open to inspection of the shareholders, and no shareholder shall have any right to inspect any account or book or document of the Company except as conferred by statute or authorized by the directors or a resolution of the shareholders.

144.At the ordinary general meeting in every year the directors shall lay before the Company such financial statements and reports in connection therewith as may be required by the Act or other applicable statute or regulation thereunder and shall distribute copies thereof at such times and to such persons as may be required by statute or regulation.

AUDITORS AND AUDIT

145.Except in respect of a financial year for which the Company is exempt from audit requirements in the Act, the Company shall at each ordinary general meeting appoint an auditor or auditors to hold office until the next ordinary general meeting.  If at any general meeting at which the appointment of an auditor or auditors is to take place and no such appointment takes place, or if no ordinary general meeting is held in any year or period of years, the directors shall appoint an auditor or auditors to hold office until the next ordinary general meeting.

146.The first auditors of the Company may be appointed by the directors at any time before the first ordinary general meeting and the auditors so appointed shall hold office until such meeting unless previously removed by a resolution of the shareholders, in which event the shareholders may appoint auditors.

147.The directors may fill any casual vacancy in the office of the auditor but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

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148.The Company may appoint as auditor any person, including a shareholder, not disqualified by statute.

149.An auditor may be removed or replaced in the circumstances and in the manner specified in the Act.

150.The remuneration of the auditors shall be fixed by the shareholders, or by the directors pursuant to authorization given by the shareholders, except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the directors.

151.The auditors shall conduct such audit as may be required by the Act and their report, if any, shall be dealt with by the Company as required by the Act.

NOTICES

152.A notice (including any communication or document) shall be sufficiently given, delivered or served by the Company upon a shareholder, director, officer or auditor by personal delivery at such person’s registered address (or, in the case of a director, officer or auditor, last known address) or by prepaid mail, telegraph, telex, facsimile machine or other electronic means of communication addressed to such person at such address.

153.Shareholders having no registered address shall not be entitled to receive notice.

154.All notices with respect to registered shares to which persons are jointly entitled may be sufficiently given to all joint holders thereof by notice given to whichever of such persons is named first in the Register for such shares.

155.Any notice sent by mail shall be deemed to be given, delivered or served on the earlier of actual receipt and the third business day following that upon which it is mailed, and in proving such service it shall be sufficient to prove that the notice was properly addressed and mailed with the postage prepaid thereon.  Any notice given by electronic means of communication shall be deemed to be given when entered into the appropriate transmitting device for transmission.  A certificate in writing signed on behalf of the Company that the notice was so addressed and mailed or transmitted shall be conclusive evidence thereof.

156.Every person who by operation of law, transfer or other means whatsoever becomes entitled to any share shall be bound by every notice in respect of such share that prior to such person’s name and address being entered on the Register was duly served in the manner hereinbefore provided upon the person from whom such person derived title to such share.

157.Any notice delivered, sent or transmitted to the registered address of any shareholder pursuant to these Articles, shall, notwithstanding that such shareholder is then deceased and that the Company has notice thereof, be deemed to have been served in respect of any registered shares, whether held by such deceased shareholder solely or jointly with other persons, until some other person is registered as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice

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on the heirs, executors or administrators of the deceased shareholder and all join ? such shares.

158.Any notice may bear the name or signature, manual or reproduced, of the person ? notice written or printed.

159.When a given number of days’ notice or notice extending over any other period is ? be given, the day of service and the day upon which such notice expires shall not, ? otherwise provided, be counted in such number of days or other period.

INDEMNITY

160.Every director or officer, former director or officer, or person who acts or acted at ? Company’s request, as a director or officer of the Company, a body corporate, part ? other association of which the Company is or was a shareholder, partner, member ? creditor, and the heirs and legal representatives of such person, in the absence of a ? dishonesty on the part of such person, shall be indemnified by the Company agains? shall be the duty of the directors out of the funds of the Company to pay, all costs, ? expenses, including an amount paid to settle an action or claim or satisfy a judgme? such director, officer or person may incur or become liable to pay in respect of any ? made against such person or civil, criminal or administrative action or proceeding ? such person is made a party by reason of being or having been a director or officer ? Company or such body corporate, partnership or other association, whether the Co? a claimant or party to such action or proceeding or otherwise; and the amount for w? indemnity is proved shall immediately attach as a lien on the property of the Comp? have priority as against the shareholders over all other claims.

161.No director or officer, former director or officer, or person who acts or acted at the ? Company’s request, as a director or officer of the Company, a body corporate, partn? other association of which the Company is or was a shareholder, partner, member or ? creditor, in the absence of any dishonesty on such person’s part, shall be liable for th? receipts, neglects or defaults of any other director, officer or such person, or for joini? any receipt or other act for conformity, or for any loss, damage or expense happening ? Company through the insufficiency or deficiency of title to any property acquired for ? behalf of the Company, or through the insufficiency or deficiency of any security in ? which any of the funds of the Company are invested, or for any loss or damage arisin? the bankruptcy, insolvency or tortious acts of any person with whom any funds, secu? effects are deposited, or for any loss occasioned by error of judgment or oversight on of such person, or for any other loss, damage or misfortune whatsoever which happen? execution of the duties of such person or in relation thereto.

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REMINDERS

162.The directors shall comply with the following provisions of the Act or the Corporations Registration Act (Nova Scotia) where indicated:

(1)Keep a current register of shareholders (Section 42).

(2)Keep a current register of directors, officers and managers, send to the Registrar a copy thereof and notice of all changes therein (Section 98).

(3)Keep a current register of holders of bonds, debentures and other securities (Section 111 and Third Schedule).

(4)Call a general meeting every year within the proper time (Section 83).  Meetings must be held not later than 15 months after the preceding general meeting.

(5)Send to the Registrar copies of all special resolutions (Section 88).

(6)Send to the Registrar notice of the address of the Company’s Office and of all changes in such address (Section 79).

(7)Keep proper minutes of all shareholders’ meetings and directors’ meetings in the Company’s minute book kept at the Company’s Office (Sections 89 and 90).

(8)Obtain a certificate under the Corporations Registration Act (Nova Scotia) as soon as business is commenced.

(9)Send notice of recognized agent to the Registrar under the Corporations Registration Act (Nova Scotia).

Name of Subscriber

/s/ Charles S. Reagh

Dated at Halifax, Nova Scotia the 2nd day of May, 2001.

Witness to above signature:

/s/ Leanne M. Thomas

Halifax, Nova Scotia

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EX-3.16

Exhibit 3.16

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

3055854 NOVA SCOTIA COMPANY

STEWART McKELVEY STIRLING SCALES

BARRISTERS & SOLICITORS

Halifax, Nova Scotia

MEMORANDUM OF ASSOCIATION

OF

3055854 NOVA SCOTIA COMPANY

1.The name of the Company is 3055854 Nova Scotia Company.

2.There are no restrictions on the objects and powers of the Company and the Company shall expressly have the following powers:

(1)to sell or dispose of its undertaking, or a substantial part thereof;

(2)to distribute any of its property in specie among its members; and

(3)to amalgamate with any company or other body of persons.

3.The liability of the members is unlimited.

I, the undersigned, whose name, address and occupation are subscribed, am desirous of being formed into a company in pursuance of this Memorandum of Association, and I agree to take the number and kind of shares in the capital stock of the Company written below my name.

  /s/ Charles S. Reagh

Name of Subscriber:  Charles S. Reagh

800-1959 Upper Water Street, Halifax, NS B3J 2X2

Occupation:   Solicitor

Number of shares subscribed:   One Common share

TOTAL SHARES TAKEN:  one common share

Dated this 8th day of June, 2001.

Witness to above signature:		/s/ Leanne M. Thomas
	Name of Witness:  Leanne M. Thomas
	800-1959 Upper Water Street, Halifax, NS B3J 2X2
	Occupation:   Legal Assistant

ARTICLES OF ASSOCIATION

OF

3055854 NOVA SCOTIA COMPANY

INTERPRETATION

1.In these Articles, unless there be something in the subject or context inconsistent therewith:

(1)“Act” means the Companies Act (Nova Scotia);

(2)“Articles” means these Articles of Association of the Company and all amendments hereto;

(3)“Company” means the company named above;

(4)“director” means a director of the Company;

(5)“Memorandum” means the Memorandum of Association of the Company and all amendments thereto;

(6)“month” means calendar month;

(7)“Office” means the registered office of the Company;

(8)“person” includes a body corporate;

(9)“proxyholder” includes an alternate proxyholder;

(10)“Register” means the register of members kept pursuant to the Act, and where the context permits includes a branch register of members;

(11)“Registrar” means the Registrar as defined in the Act;

(12)“Secretary” includes any person appointed to perform the duties of the Secretary temporarily;

(13)“shareholder” means member as that term is used in the Act in connection with an unlimited company having share capital and as that term is used in the Memorandum;

(14)“special resolution” has the meaning assigned by the Act;

(15)“in writing” and “written” includes printing, lithography and other modes of representing or reproducing words in visible form;

(16)words importing number or gender include all numbers and genders unless the context otherwise requires.

2.The regulations in Table A in the First Schedule to the Act shall not apply to the Company.

3.The directors may enter into and carry into effect or adopt and carry into effect any agreement made by the promoters of the Company on behalf of the Company and may agree to any modification in the terms of any such agreement, either before or after its execution.

4.The directors may, out of the funds of the Company, pay all expenses incurred for the incorporation and organization of the Company.

5.The Company may commence business on the day following incorporation or so soon thereafter as the directors think fit, notwithstanding that part only of the shares has been allotted.

SHARES

6.The capital of the company shall consist of 1,000,000,000 common shares without nominal or par value, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the provisions of the Act.

7.The directors shall control the shares and, subject to the provisions of these Articles, may allot or otherwise dispose of them to such person at such times, on such terms and conditions and, if the shares have a par value, either at a premium or at par, as they think fit.

8.The directors may pay on behalf of the Company a reasonable commission to any person in consideration of subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company.  Subject to the Act, the commission may be paid or satisfied in shares of the Company.

9.On the issue of shares the Company may arrange among the holders thereof differences in the calls to be paid and in the times for their payment.

10.If the whole or part of the allotment price of any shares is, by the conditions of their allotment, payable in instalments, every such instalment shall, when due, be payable to the Company by the person who is at such time the registered holder of the shares.

11.Shares may be registered in the names of joint holders not exceeding three in number.

12.Joint holders of a share shall be jointly and severally liable for the payment of all instalments and calls due in respect of such share.  On the death of one or more joint holders of shares the survivor or survivors of them shall alone be recognized by the Company as the registered holder or holders of the shares.

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13.Save as herein otherwise provided, the Company may treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or required by statute, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person.

14.The Company is a private company, and:

(1)no transfer of any share or prescribed security of the Company shall be effective unless or until approved by the directors;

(2)the number of holders of issued and outstanding prescribed securities or shares of the Company, exclusive of persons who are in the employment of the Company or in the employment of an affiliate of the Company and exclusive of persons who, having been formerly in the employment of the Company or the employment of an affiliate of the Company, were, while in that employment, and have continued after termination of that employment, to own at least one prescribed security or share of the Company, shall not exceed 50 in number, two or more persons or companies who are the joint registered owners of one or more prescribed securities or shares being counted as one holder; and

(3)the Company shall not invite the public to subscribe for any of its securities.

In this Article, “private company” and “securities” have the meanings ascribed to those terms in the Securities Act (Nova Scotia), and “prescribed security” means any of the securities prescribed by the Nova Scotia Securities Commission from time to time for the purpose of the definition of “private company” in the Securities Act (Nova Scotia).

CERTIFICATES

15.Certificates of title to shares shall comply with the Act and may otherwise be in such form as the directors may from time to time determine.  Unless the directors otherwise determine, every certificate of title to shares shall be signed manually by at least one of the Chairman, President, Secretary, Treasurer, a vice-president, an assistant secretary, any other officer of the Company or any director of the Company or by or on behalf of a share registrar transfer agent or branch transfer agent appointed by the Company or by any other person whom the directors may designate.  When signatures of more than one person appear on a certificate all but one may be printed or otherwise mechanically reproduced.  All such certificates when signed as provided in this Article shall be valid and binding upon the Company.  If a certificate contains a printed or mechanically reproduced signature of a person, the Company may issue the certificate, notwithstanding that the person has ceased to be a director or an officer of the Company and the certificate is as valid as if such person were a director or an officer at the date of its issue.

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16.Except as the directors may determine, each shareholder’s shares may be evidenced by any number of certificates so long as the aggregate of the shares stipulated in such certificates equals the aggregate registered in the name of the shareholder.

17.Where shares are registered in the names of two or more persons, the Company shall not be bound to issue more than one certificate or set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the Register.

18.Any certificate that has become worn, damaged or defaced may, upon its surrender to the directors, be cancelled and replaced by a new certificate.  Any certificate that has become lost or destroyed may be replaced by a new certificate upon proof of such loss or destruction to the satisfaction of the directors and the furnishing to the Company of such undertakings of indemnity as the directors deem adequate.

19.The sum of one dollar or such other sum as the directors from time to time determine shall be paid to the Company for every certificate other than the first certificate issued to any holder in respect of any share or shares.

20.The directors may cause one or more branch Registers of shareholders to be kept in any place or places, whether inside or outside of Nova Scotia.

CALLS

21.The directors may make such calls upon the shareholders in respect of all amounts unpaid on the shares held by them respectively and not made payable at fixed times by the conditions on which such shares were allotted, and each shareholder shall pay the amount of every call so made to the person and at the times and places appointed by the directors.  A call may be made payable by instalments.

22.A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed.

23.At least 14 days’ notice of any call shall be given, and such notice shall specify the time and place at which and the person to whom such call shall be paid.

24.If the sum payable in respect of any call or instalment is not paid on or before the day appointed for the payment thereof, the holder for the time being of the share in respect of which the call has been made or the instalment is due shall pay interest on such call or instalment at the rate of 9% per year or such other rate of interest as the directors may determine from the day appointed for the payment thereof up to the time of actual payment.

25.At the trial or hearing of any action for the recovery of any amount due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered on the Register as the holder or one of the holders of the share or shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that such notice of such call was duly given to the shareholder sued in pursuance of these Articles.  It shall not

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be necessary to prove the appointment of the directors who made such call or any other matters whatsoever and the proof of the matters stipulated shall be conclusive evidence of the debt.

FORFEITURE OF SHARES

26.If any shareholder fails to pay any call or instalment on or before the day appointed for payment, the directors may at any time thereafter while the call or instalment remains unpaid serve a notice on such shareholder requiring payment thereof together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

27.The notice shall name a day (not being less than 14 days after the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses are to be paid.  The notice shall also state that, in the event of non-payment on or before the day and at the place or one of the places so named, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

28.If the requirements of any such notice are not complied with, any shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect.  Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

29.When any share has been so forfeited, notice of the resolution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture shall be made in the Register.

30.Any share so forfeited shall be deemed the property of the Company and the directors may sell, re-allot or otherwise dispose of it in such manner as they think fit.

31.The directors may at any time before any share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.

32.Any shareholder whose shares have been forfeited shall nevertheless be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture together with interest thereon at the rate of 9% per year or such other rate of interest as the directors may determine from the time of forfeiture until payment.  The directors may enforce such payment if they think fit, but are under no obligation to do so.

33.A certificate signed by the Secretary stating that a share has been duly forfeited on a specified date in pursuance of these Articles and the time when it was forfeited shall be conclusive evidence of the facts therein stated as against any person who would have been entitled to the share but for such forfeiture.

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LIEN ON SHARES

34.The Company shall have a first and paramount lien upon all shares (other than fully paid-up shares) registered in the name of a shareholder (whether solely or jointly with others) and upon the proceeds from the sale thereof for debts, liabilities and other engagements of the shareholder, solely or jointly with any other person, to or with the Company, whether or not the period for the payment, fulfilment or discharge thereof has actually arrived, and such lien shall extend to all dividends declared in respect of such shares.  Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of any lien of the Company on such shares.

35.For the purpose of enforcing such lien the directors may sell the shares subject to it in such manner as they think fit, but no sale shall be made until the period for the payment, fulfilment or discharge of such debts, liabilities or other engagements has arrived, and until notice in writing of the intention to sell has been given to such shareholder or the shareholder’s executors or administrators and default has been made by them in such payment, fulfilment or discharge for seven days after such notice.

36.The net proceeds of any such sale after the payment of all costs shall be applied in or towards the satisfaction of such debts, liabilities or engagements and the residue, if any, paid to such shareholder.

VALIDITY OF SALES

37.Upon any sale after forfeiture or to enforce a lien in purported exercise of the powers given by these Articles the directors may cause the purchaser’s name to be entered in the Register in respect of the shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, and after the purchaser’s name has been entered in the Register in respect of such shares the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

TRANSFER OF SHARES

38.The instrument of transfer of any share in the Company shall be signed by the transferor.  The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof and shall be entitled to receive any dividend declared thereon before the registration of the transfer.

39.The instrument of transfer of any share shall be in writing in the following form or to the following effect:

For value received,              hereby sell, assign, and transfer unto                ,                shares in the capital of the Company represented by the within certificate, and do hereby irrevocably constitute and appoint               attorney to transfer such shares on the books of the Company with full power of substitution in the premises.

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Dated the          day of                 ,

Witness:

40.The directors may, without assigning any reason therefor, decline to register any transfer of shares

(1)not fully paid-up or upon which the Company has a lien, or

(2)the transfer of which is restricted by any agreement to which the Company is a party.

41.Every instrument of transfer shall be left for registration at the Office of the Company, or at any office of its transfer agent where a Register is maintained, together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove title to or the right to transfer the shares.

42.The directors may require that a fee determined by them be paid before or after registration of any transfer.

43.Every instrument of transfer shall, after its registration, remain in the custody of the Company.  Any instrument of transfer that the directors decline to register shall, except in case of fraud, be returned to the person who deposited it.

TRANSMISSION OF SHARES

44.The executors or administrators of a deceased shareholder (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such shareholder.  When a share is registered in the names of two or more joint holders, the survivor or survivors or the executors or administrators of the deceased shareholder, shall be the only persons recognized by the Company as having any title to, or interest in, such share.

45.Notwithstanding anything in these Articles, if the Company has only one shareholder (not being one of several joint holders) and that shareholder dies, the executors or administrators of the deceased shareholder shall be entitled to register themselves in the Register as the holders of the shares registered in the name of the deceased shareholder whereupon they shall have all the rights given by these Articles and by law to shareholders.

46.Any person entitled to shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer, upon producing such evidence of entitlement as the directors require, may be registered as a shareholder in respect of such shares, or may, without being registered, transfer such shares subject to the provisions of these Articles respecting the transfer of shares.  The directors shall have the same right to refuse registration as if the transferee were named in an ordinary transfer presented for registration.

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SURRENDER OF SHARES

47.The directors may accept the surrender of any share by way of compromise of any question as to the holder being properly registered in respect thereof.  Any share so surrendered may be disposed of in the same manner as a forfeited share.

INCREASE AND REDUCTION OF CAPITAL

48.Subject to the Act, the shareholders may by special resolution amend these Articles to increase or alter the share capital of the Company as they think expedient.  Without prejudice to any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, as the shareholders may from time to time determine by special resolution.  Except as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to payment of calls and instalments, transfer and transmission, forfeiture, lien and otherwise.

49.The Company may, by special resolution where required, reduce its share capital in any way and with and subject to any incident authorized and consent required by law.  Subject to the Act and any provisions attached to such shares, the Company may redeem, purchase or acquire any of its shares and the directors may determine the manner and the terms for redeeming, purchasing or acquiring such shares and may provide a sinking fund on such terms as they think fit for the redemption, purchase or acquisition of shares of any class or series.

MEETINGS AND VOTING BY CLASS OR SERIES

50.Where the holders of shares of a class or series have, under the Act, the terms or conditions attaching to such shares or otherwise, the right to vote separately as a class in respect of any matter then, except as provided in the Act, these Articles or such terms or conditions, all the provisions in these Articles concerning general meetings (including, without limitation, provisions respecting notice, quorum and procedure) shall, mutatis mutandis, apply to every meeting of holders of such class or series of shares convened for the purpose of such vote.

51.Unless the rights, privileges, terms or conditions attached to a class or series of shares provide otherwise, such class or series of shares shall not have the right to vote separately as a class or series upon an amendment to the Memorandum or Articles to:

(1)increase or decrease any maximum number of authorized shares of such class or series, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class or series;

(2)effect an exchange, reclassification or cancellation of all or part of the shares of such class or series; or

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(3)create a new class or series of shares equal or superior to the shares of such class or series.

BORROWING POWERS

52.The directors on behalf of the Company may:

(1)raise or borrow money for the purposes of the Company or any of them;

(2)secure, subject to the sanction of a special resolution where required by the Act, the repayment of funds so raised or borrowed in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the execution and delivery of mortgages of the Company’s real or personal property, or by the issue of bonds, debentures or other securities of the Company secured by mortgage or other charge upon all or any part of the property of the Company, both present and future including its uncalled capital for the time being;

(3)sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of or securities for funds borrowed or to be borrowed for the purposes aforesaid;

(4)pledge debentures as security for loans;

(5)guarantee obligations of any person.

53.Bonds, debentures and other securities may be made assignable, free from any equities between the Company and the person to whom such securities were issued.

54.Any bonds, debentures and other securities may be issued at a discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and other matters.

GENERAL MEETINGS

55.Ordinary general meetings of the Company shall be held at least once in every calendar year at such time and place as may be determined by the directors and not later than 15 months after the preceding ordinary general meeting.  All other meetings of the Company shall be called special general meetings.  Ordinary or special general meetings may be held either within or without the Province of Nova Scotia.

56.The President, a vice-president or the directors may at any time convene a special general meeting, and the directors, upon the requisition of shareholders in accordance with the Act shall forthwith proceed to convene such meeting or meetings to be held at such time and place or times and places as the directors determine.

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57.The requisition shall state the objects of the meeting requested, be signed by the requisitionists and deposited at the Office of the Company.  It may consist of several documents in like form each signed by one or more of the requisitionists.

58.At least seven clear days’ notice, or such longer period of notice as may be required by the Act, of every general meeting, specifying the place, day and hour of the meeting and, when special business is to be considered, the general nature of such business, shall be given to the shareholders entitled to be present at such meeting by notice given as permitted by these Articles.  With the consent in writing of all the shareholders entitled to vote at such meeting, a meeting may be convened by a shorter notice and in any manner they think fit, or notice of the time, place and purpose of the meeting may be waived by all of the shareholders.

59.When it is proposed to pass a special resolution, the two meetings may be convened by the same notice, and it shall be no objection to such notice that it only convenes the second meeting contingently upon the resolution being passed by the requisite majority at the first meeting.

60.The accidental omission to give notice to a shareholder, or non-receipt of notice by a shareholder, shall not invalidate any resolution passed at any general meeting.

RECORD DATES

61.(1)The directors may fix in advance a date as the record date for the determination of shareholders

(a)entitled to receive payment of a dividend or entitled to receive any distribution;

(b)entitled to receive notice of a meeting; or

(c)for any other purpose.

(2)If no record date is fixed, the record date for the determination of shareholders

(a)entitled to receive notice of a meeting shall be the day immediately preceding the day on which the notice is given, or, if no notice is given, the day on which the meeting is held; and

(b)for any other purpose shall be the day on which the directors pass the resolution relating to the particular purpose.

PROCEEDINGS AT GENERAL MEETINGS

62.The business of an ordinary general meeting shall be to receive and consider the financial statements of the Company and the report of the directors and the report, if any, of the

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auditors, to elect directors in the place of those retiring and to transact any other business which under these Articles ought to be transacted at an ordinary general meeting.

63.No business shall be transacted at any general meeting unless the requisite quorum is present at the commencement of the business.  A corporate shareholder of the Company that has a duly authorized agent or representative present at any such meeting shall for the purpose of this Article be deemed to be personally present at such meeting.

64.One person, being a shareholder, proxyholder or representative of a corporate shareholder, present and entitled to vote shall constitute a quorum for a general meeting, and may hold a meeting.

65.The Chairman shall be entitled to take the chair at every general meeting or, if there be no Chairman, or if the Chairman is not present within fifteen 15 minutes after the time appointed for holding the meeting, the President or, failing the President, a vice-president shall be entitled to take the chair.  If the Chairman, the President or a vice-president is not present within 15 minutes after the time appointed for holding the meeting or if all such persons present decline to take the chair, the shareholders present entitled to vote at the meeting shall choose another director as chairman and if no director is present or if all the directors present decline to take the chair, then such shareholders shall choose one of their number to be chairman.

66.If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting, if it was convened pursuant to a requisition of shareholders, shall be dissolved; if it was convened in any other way, it shall stand adjourned to the same day, in the next week, at the same time and place.  If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the shareholders present shall be a quorum and may hold the meeting.

67.Subject to the Act, at any general meeting a resolution put to the meeting shall be decided by a show of hands unless, either before or on the declaration of the result of the show of hands, a poll is demanded by the chairman, a shareholder or a proxyholder; and unless a poll is so demanded, a declaration by the chairman that the resolution has been carried, carried by a particular majority, lost or not carried by a particular majority and an entry to that effect in the Company’s book of proceedings shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

68.When a poll is demanded, it shall be taken in such manner and at such time and place as the chairman directs, and either at once or after an interval or adjournment or otherwise.  The result of the poll shall be the resolution of the meeting at which the poll was demanded.  The demand of a poll may be withdrawn.  When any dispute occurs over the admission or rejection of a vote, it shall be resolved by the chairman and such determination made in good faith shall be final and conclusive.

69.The chairman shall not have a casting vote in addition to any vote or votes that the chairman has as a shareholder.

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70.The chairman of a general meeting may with the consent of the meeting adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting that was adjourned.

71.Any poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith without adjournment.

72.The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

VOTES OF SHAREHOLDERS

73.Subject to the Act and to any provisions attached to any class or series of shares concerning or restricting voting rights:

(1)on a show of hands every shareholder entitled to vote present in person, every duly authorized representative of a corporate shareholder, and, if not prevented from voting by the Act, every proxyholder, shall have one vote; and

(2)on a poll every shareholder present in person, every duly authorized representative of a corporate shareholder, and every proxyholder, shall have one vote for every share held;

whether or not such representative or proxyholder is a shareholder.

74.Any person entitled to transfer shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer may vote at any general meeting in respect thereof in the same manner as if such person were the registered holder of such shares so long as the directors are satisfied at least 48 hours before the time of holding the meeting of such person’s right to transfer such shares.

75.Where there are joint registered holders of any share, any of such holders may vote such share at any meeting, either personally or by proxy, as if solely entitled to it.  If more than one joint holder is present at any meeting, personally or by proxy, the one whose name stands first on the Register in respect of such share shall alone be entitled to vote it.  Several executors or administrators of a deceased shareholder in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.

76.Votes may be cast either personally or by proxy or, in the case of a corporate shareholder by a representative duly authorized under the Act.

77.A proxy shall be in writing and executed in the manner provided in the Act.  A proxy or other authority of a corporate shareholder does not require its seal.

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78.A shareholder of unsound mind in respect of whom an order has been made by any court of competent jurisdiction may vote by guardian or other person in the nature of a guardian appointed by that court, and any such guardian or other person may vote by proxy.

79.A proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office of the Company or at such other place as the directors may direct.  The directors may, by resolution, fix a time not exceeding 48 hours excluding Saturdays and holidays preceding any meeting or adjourned meeting before which time proxies to be used at that meeting must be deposited with the Company at its Office or with an agent of the Company.  Notice of the requirement for depositing proxies shall be given in the notice calling the meeting.  The chairman of the meeting shall determine all questions as to validity of proxies and other instruments of authority.

80.A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death of the principal, the revocation of the proxy, or the transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, revocation or transfer is received at the Office of the Company before the meeting or by the chairman of the meeting before the vote is given.

81.Every form of proxy shall comply with the Act and its regulations and subject thereto may be in the following form:

I,                                of                         being a shareholder of                          hereby appoint                       of                      (or failing him/her                           of                       ) as my proxyholder to attend and to vote for me and on my behalf at the ordinary/special general meeting of the Company, to be held on the    day of    and at any adjournment thereof, or at any meeting of the Company which may be held prior to [insert specified date or event].  [If the proxy is solicited by or behalf of the management of the Company, insert a statement to that effect.]

Dated this        day of               .

Shareholder

82.Subject to the Act, no shareholder shall be entitled to be present or to vote on any question, either personally or by proxy, at any general meeting or be reckoned in a quorum while any call is due and payable to the Company in respect of any of the shares of such shareholder.

83.Any resolution passed by the directors, notice of which has been given to the shareholders in the manner in which notices are hereinafter directed to be given and which is, within one month after it has been passed, ratified and confirmed in writing by shareholders entitled on a poll to three-fifths of the votes, shall be as valid and effectual as a resolution of a general meeting.  This Article shall not apply to a resolution for winding up the Company or to a resolution dealing with any matter that by statute or these Articles ought to be dealt with by a special resolution or other method prescribed by statute.

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84.A resolution, including a special resolution, in writing and signed by every shareholder who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such shareholders at a meeting and satisfies all of the requirements of the Act respecting meetings of shareholders.

DIRECTORS

85.Unless otherwise determined by resolution of shareholders, the number of directors shall not be less than one or more than ten.

86.Notwithstanding anything herein contained the subscribers to the Memorandum shall be the first directors of the Company.

87.The directors may be paid out of the funds of the Company as remuneration for their service such sums, if any, as the Company may by resolution of its shareholders determine, and such remuneration shall be divided among them in such proportions and manner as the directors determine.  The directors may also be paid their reasonable travelling, hotel and other expenses incurred in attending meetings of directors and otherwise in the execution of their duties as directors.

88.The continuing directors may act notwithstanding any vacancy in their body, but if their number falls below the minimum permitted, the directors shall not, except in emergencies or for the purpose of filling vacancies, act so long as their number is below the minimum.

89.A director may, in conjunction with the office of director, and on such terms as to remuneration and otherwise as the directors arrange or determine, hold any other office or place of profit under the Company or under any company in which the Company is a shareholder or is otherwise interested.

90.The office of a director shall ipso facto be vacated, if the director:

(1)becomes bankrupt or makes an assignment for the benefit of creditors;

(2)is, or is found by a court of competent jurisdiction to be, of unsound mind;

(3)by notice in writing to the Company, resigns the office of director; or

(4)is removed in the manner provided by these Articles.

91.No director shall be disqualified by holding the office of director from contracting with the Company, either as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or arrangement entered into or proposed to be entered into by or on behalf of the Company in which any director is in any way interested, either directly or indirectly, be avoided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason only of such director holding that office or of the fiduciary relations thereby established, provided

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the director makes a declaration or gives a general notice in accordance with the Act.  No director shall, as a director, vote in respect of any contract or arrangement in which the director is so interested, and if the director does so vote, such vote shall not be counted.  This prohibition may at any time or times be suspended or relaxed to any extent by a resolution of the shareholders and shall not apply to any contract by or on behalf of the Company to give to the directors or any of them any security for advances or by way of indemnity.

ELECTION OF DIRECTORS

92.At the dissolution of every ordinary general meeting at which their successors are elected, all the directors shall retire from office and be succeeded by the directors elected at such meeting.  Retiring directors shall be eligible for re-election.

93.If at any ordinary general meeting at which an election of directors ought to take place no such election takes place, or if no ordinary general meeting is held in any year or period of years, the retiring directors shall continue in office until their successors are elected.

94.The Company may by resolution of its shareholders elect any number of directors permitted by these Articles and may determine or alter their qualification.

95.The Company may, by special resolution or in any other manner permitted by statute, remove any director before the expiration of such director’s period of office and may, if desired, appoint a replacement to hold office during such time only as the director so removed would have held office.

96.The directors may appoint any other person as a director so long as the total number of directors does not at any time exceed the maximum number permitted.  No such appointment, except to fill a casual vacancy, shall be effective unless two-thirds of the directors concur in it.  Any casual vacancy occurring among the directors may be filled by the directors, but any person so chosen shall retain office only so long as the vacating director would have retained it if the vacating director had continued as director.

MANAGING DIRECTOR

97.The directors may appoint one or more of their body to be managing directors of the Company, either for a fixed term or otherwise, and may remove or dismiss them from office and appoint replacements.

98.Subject to the provisions of any contract between a managing director and the Company, a managing director shall be subject to the same provisions as to resignation and removal as the other directors of the Company.  A managing director who for any reason ceases to hold the office of director shall ipso facto immediately cease to be a managing director.

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99.The remuneration of a managing director shall from time to time be fixed by the directors and may be by way of any or all of salary; commission and participation in profits.

100.The directors may from time to time entrust to and confer upon a managing director such of the powers exercisable under these Articles by the directors as they think fit, and may confer such powers for such time, and to be exercised for such objects and purposes and upon such terms and conditions, and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the directors in that behalf; and may from time to time revoke, withdraw, alter or vary all or any of such powers.

CHAIRMAN OF THE BOARD

101.The directors may elect one of their number to be Chairman and may determine the period during which the Chairman is to hold office.  The Chairman shall perform such duties and receive such special remuneration as the directors may provide.

PRESIDENT AND VICE-PRESIDENTS

102.The directors shall elect the President of the Company, who need not be a director, and may determine the period for which the President is to hold office.  The President shall have general supervision of the business of the Company and shall perform such duties as may be assigned from time to time by the directors.

103.The directors may also elect vice-presidents, who need not be directors, and may determine the periods for which they are to hold office.  A vice-president shall, at the request of the President or the directors and subject to the directions of the directors, perform the duties of the President during the absence, illness or incapacity of the President, and shall also perform such duties as may be assigned by the President or the directors.

SECRETARY AND TREASURER

104.The directors shall appoint a Secretary of the Company to keep minutes of shareholders’ and directors’ meetings and perform such other duties as may be assigned by the directors.  The directors may also appoint a temporary substitute for the Secretary who shall, for the purposes of these Articles, be deemed to be the Secretary.

105.The directors may appoint a treasurer of the Company to carry out such duties as the directors may assign.

OFFICERS

106.The directors may elect or appoint such other officers of the Company, having such powers and duties, as they think fit.

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107.If the directors so decide the same person may hold more than one of the offices provided for in these Articles.

PROCEEDINGS OF DIRECTORS

108.The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they think fit, and may determine the quorum necessary for the transaction of business.  Until otherwise determined, one director shall constitute a quorum and may hold a meeting.

109.If all directors of the Company entitled to attend a meeting either generally or specifically consent, a director may participate in a meeting of directors or of a committee of directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at that meeting for purposes of these Articles.

110.Meetings of directors may be held either within or without the Province of Nova Scotia and the directors may from time to time make arrangements relating to the time and place of holding directors’ meetings, the notices to be given for such meetings and what meetings may be held without notice.  Unless otherwise provided by such arrangements:

(1)A meeting of directors may be held at the close of every ordinary general meeting of the Company without notice.

(2)Notice of every other directors’ meeting may be given as permitted by these Articles to each director at least 48 hours before the time fixed for the meeting.

(3)A meeting of directors may be held without formal notice if all the directors are present or if those absent have signified their assent to such meeting or their consent to the business transacted at such meeting.

111.The President or any director may at any time, and the Secretary, upon the request of the President or any director, shall summon a meeting of the directors to be held at the Office of the Company.  The President, the Chairman or a majority of the directors may at any time, and the Secretary, upon the request of the President, the Chairman or a majority of the directors shall, summon a meeting to be held elsewhere.

112.(1)Questions arising at any meeting of directors shall be decided by a majority of votes.  The chairman of the meeting may vote as a director but shall not have a second or casting vote.

(2)At any meeting of directors the chairman shall receive and count the vote of any director not present in person at such meeting on any question or matter arising at such meeting whenever such absent director has indicated by telegram, letter or other writing lodged with the chairman of such meeting the manner in which the absent director desires to vote on such question or matter and such question or matter has

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been specifically mentioned in the notice calling the meeting as a question or matter to be discussed or decided thereat.  In respect of any such question or matter so mentioned in such notice any director may give to any other director a proxy authorizing such other director to vote for such first named director at such meeting, and the chairman of such meeting, after such proxy has been so lodged, shall receive and count any vote given in pursuance thereof notwithstanding the absence of the director giving such proxy.

113.If no Chairman is elected, or if at any meeting of directors the Chairman is not present within five minutes after the time appointed for holding the meeting, or declines to take the chair, the President, if a director, shall preside.  If the President is not a director, is not present at such time or declines to take the chair, a vice-president who is also a director shall preside.  If no person described above is present at such time and willing to take the chair, the directors present shall choose some one of their number to be chairman of the meeting.

114.A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the directors generally.

115.The directors may delegate any of their powers to committees consisting of such number of directors as they think fit.  Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors.

116.The meetings and proceedings of any committee of directors shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the directors insofar as they are applicable and are not superseded by any regulations made by the directors.

117.All acts done at any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of the director or person so acting, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

118.A resolution in writing and signed by every director who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such directors at a meeting.

119.If any one or more of the directors is called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the Company or the business thereof, the Company may remunerate the director or directors so doing, either by a fixed sum or by a percentage of profits or otherwise.  Such remuneration shall be determined by the directors and may be either in addition to or in substitution for remuneration otherwise authorized by these Articles.

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REGISTERS

120.The directors shall cause to be kept at the Company’s Office in accordance with the provisions of the Act a Register of the shareholders of the Company, a register of the holders of bonds, debentures and other securities of the Company and a register of its directors.  Branch registers of the shareholders and of the holders of bonds, debentures and other securities may be kept elsewhere, either within or without the Province of Nova Scotia, in accordance with the Act.

MINUTES

121.The directors shall cause minutes to be entered in books designated for the purpose;

(1)of all appointments of officers;

(2)of the names of directors present at each meeting of directors and of any committees of directors;

(3)of all orders made by the directors and committees of directors; and

(4)of all resolutions and proceedings of meetings of shareholders and of directors.

Any such minutes of any meeting of directors or of any committee of directors or of shareholders, if purporting to be signed by the chairman of such meeting or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.

POWERS OF DIRECTORS

122.The management of the business of the Company is vested in the directors who, in addition to the powers and authorities by these Articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the shareholders, but subject nevertheless to the provisions of any statute, the Memorandum or these Articles.  No modification of the Memorandum or these Articles shall invalidate any prior act of the directors that would have been valid if such modification had not been made.

123.Without restricting the generality of the terms of any of these Articles and without prejudice to the powers conferred thereby, the directors may:

(1)take such steps as they think fit to cārry out any agreement or contract made by or on behalf of the Company;

(2)pay costs, charges and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Company;

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(3)purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire, at such price and generally on such terms and conditions as they think fit;

(4)pay for any property, rights or privileges acquired by, or services rendered to the Company either wholly or partially in cash or in shares (fully paid-up or otherwise), bonds, debentures or other securities of the Company;

(5)subject to the Act, secure the fulfilment of any contracts or engagements entered into by the Company by mortgaging or charging all or any of the property of the Company and its unpaid capital for the time being, or in such other manner as they think fit;

(6)appoint, remove or suspend at their discretion such experts, managers, secretaries, treasurers, officers, clerks, agents and servants for permanent, temporary or special services, as they from time to time think fit, and determine their powers and duties and fix their salaries or emoluments and require security in such instances and to such amounts as they think fit;

(7)accept a surrender of shares from any shareholder insofar as the law permits and on such terms and conditions as may be agreed;

(8)appoint any person or persons to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, execute and do all such deeds and things as may be required in relation to such trust, and provide for the remuneration of such trustee or trustees;

(9)institute, conduct, defend, compound or abandon any legal proceedings by and against the Company, its directors or its officers or otherwise concerning the affairs of the Company, and also compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company;

(10)refer any claims or demands by or against the Company to arbitration and observe and perform the awards;

(11)make and give receipts, releases and other discharges for amounts payable to the Company and for claims and demands of the Company;

(12)determine who may exercise the borrowing powers of the Company and sign on the Company’s behalf bonds, debentures or other securities, bills, notes, receipts, acceptances, assignments, transfers, hypothecations, pledges, endorsements, cheques, drafts, releases, contracts, agreements and all other instruments and documents;

(13)provide for the management of the affairs of the Company abroad in such manner as they think fit, and in particular appoint any person to be the attorney or agent of the Company with such powers (including power to sub-delegate) and upon such terms as may be thought fit;

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(14)invest and deal with any funds of the Company in such securities and in such manner as they think fit; and vary or realize such investments;

(15)subject to the Act, execute in the name and on behalf of the Company in favour of any director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company’s property, present and future, as they think fit;

(16)give any officer or employee of the Company a commission on the profits of any particular business or transaction or a share in the general profits of the Company;

(17)set aside out of the profits of the Company before declaring any dividend such amounts as they think proper as a reserve fund to meet contingencies or provide for dividends, depreciation, repairing, improving and maintaining any of the property of the Company and such other purposes as the directors may in their absolute discretion think in the interests of the Company; and invest such amounts in such investments as they think fit, and deal with and vary such investments, and dispose of all or any part of them for the benefit of the Company, and divide the reserve fund into such special funds as they think fit, with full power to employ the assets constituting the reserve fund in the business of the Company without being bound to keep them separate from the other assets;

(18)make, vary and repeal rules respecting the business of the Company, its officers and employees, the shareholders of the Company or any section or class of them;

(19)enter into all such negotiations and contracts, rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company;

(20)provide for the management of the affairs of the Company in such manner as they think fit.

SOLICITORS

124.The Company may employ or retain solicitors any of whom may, at the request or on the instruction of the directors, the Chairman, the President or a managing director, attend meetings of the directors or shareholders, whether or not the solicitor is a shareholder or a director of the Company.  A solicitor who is also a director may nevertheless charge for services rendered to the Company as a solicitor.

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THE SEAL

125.The directors shall arrange for the safe custody of the common seal of the Company (the “Seal”).  The Seal may be affixed to any instrument in the presence of and contemporaneously with the attesting signature of (i) any director or officer acting within such person’s authority or (ii) any person under the authority of a resolution of the directors or a committee thereof.  For the purpose of certifying documents or proceedings the Seal may be affixed by any director or the President, a vice-president, the Secretary, an assistant secretary or any other officer of the Company without the authorization of a resolution of the directors.

126.The Company may have facsimiles of the Seal which may be used interchangeably with the Seal.

127.The Company may have for use at any place outside the Province of Nova Scotia, as to all matters to which the corporate existence and capacity of the Company extends, an official seal that is a facsimile of the Seal of the Company with the addition on its face of the name of the place where it is to be used; and the Company may by writing under its Seal authorize any person to affix such official seal at such place to any document to which the Company is a party.

DIVIDENDS

128.The directors may from time to time declare such dividend as they deem proper upon shares of the Company according to the rights and restrictions attached to any class or series of shares, and may determine the date upon which such dividend will be payable and that it will be payable to the persons registered as the holders of the shares on which it is declared at the close of business upon a record date.  No transfer of such shares registered after the record date shall pass any right to the dividend so declared.

129.Dividends may be paid as permitted by law and, without limitation, may be paid out of the profits, retained earnings or contributed surplus of the Company.  No interest shall be payable on any dividend except insofar as the rights attached to any class or series of shares provide otherwise.

130.The declaration of the directors as to the amount of the profits, retained earnings or contributed surplus of the Company shall be conclusive.

131.The directors may from time to time pay to the shareholders such interim dividends as in their judgment the position of the Company justifies.

132.Subject to these Articles and the rights and restrictions attached to any class or series of shares, dividends may be declared and paid to the shareholders in proportion to the amount of capital paid-up on the shares (not including any capital paid-up bearing interest) held by them respectively.

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133.The directors may deduct from the dividends payable to any shareholder amounts due and payable by the shareholder to the Company on account of calls, instalments or otherwise, and may apply the same in or towards satisfaction of such amounts so due and payable.

134.The directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

135.The directors may retain the dividends payable upon shares to which a person is entitled or entitled to transfer upon the death or bankruptcy of a shareholder or in any way other than by allotment or transfer, until such person has become registered as the holder of such shares or has duly transferred such shares.

136.When the directors declare a dividend on a class or series of shares and also make a call on such shares payable on or before the date on which the dividend is payable, the directors may retain all or part of the dividend and set off the amount retained against the call.

137.The directors may declare that a dividend be paid by the distribution of cash, paid-up shares (at par or at a premium), debentures, bonds or other securities of the Company or of any other company or any other specific assets held or to be acquired by the Company or in any one or more of such ways.

138.The directors may settle any difficulty that may arise in regard to the distribution of a dividend as they think expedient, and in particular without restricting the generality of the foregoing may issue fractional certificates, may fix the value for distribution of any specific assets, may determine that cash payments will be made to any shareholders upon the footing of the value so fixed or that fractions may be disregarded in order to adjust the rights of all parties, and may vest cash or specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the directors.

139.Any person registered as a joint holder of any share may give effectual receipts for all dividends and payments on account of dividends in respect of such share.

140.Unless otherwise determined by the directors, any dividend may be paid by a cheque or warrant delivered to or sent through the post to the registered address of the shareholder entitled, or, when there are joint holders, to the registered address of that one whose name stands first on the register for the shares jointly held.  Every cheque or warrant so delivered or sent shall be made payable to the order of the person to whom it is delivered or sent.  The mailing or other transmission to a shareholder at the shareholder’s registered address (or, in the case of joint shareholders at the address of the holder whose name stands first on the register) of a cheque payable to the order of the person to whom it is addressed for the amount of any dividend payable in cash after the deduction of any tax which the Company has properly withheld, shall discharge the Company’s liability for the dividend unless the cheque is not paid on due presentation.  If any cheque for a dividend payable in cash is not received, the Company shall issue to the shareholder a replacement cheque for the same amount on such terms as to indemnity and evidence of non-receipt as the directors may

23

impose.  No shareholder may recover by action or other legal process against the Company any dividend represented by a cheque that has not been duly presented to a banker of the Company for payment or that otherwise remains unclaimed for 6 years from the date on which it was payable.

ACCOUNTS

141.The directors shall cause proper books of account to be kept of the amounts received and expended by the Company, the matters in respect of which such receipts and expenditures take place, all sales and purchases of goods by the Company, and the assets, credits and liabilities of the Company.

142.The books of account shall be kept at the head office of the Company or at such other place or places as the directors may direct.

143.The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the accounts and books of the Company or any of them shall be open to inspection of the shareholders, and no shareholder shall have any right to inspect any account or book or document of the Company except as conferred by statute or authorized by the directors or a resolution of the shareholders.

144.At the ordinary general meeting in every year the directors shall lay before the Company such financial statements and reports in connection therewith as may be required by the Act or other applicable statute or regulation thereunder and shall distribute copies thereof at such times and to such persons as may be required by statute or regulation.

AUDITORS AND AUDIT

145.Except in respect of a financial year for which the Company is exempt from audit requirements in the Act, the Company shall at each ordinary general meeting appoint an auditor or auditors to hold office until the next ordinary general meeting.  If at any general meeting at which the appointment of an auditor or auditors is to take place and no such appointment takes place, or if no ordinary general meeting is held in any year or period of years, the directors shall appoint an auditor or auditors to hold office until the next ordinary general meeting.

146.The first auditors of the Company may be appointed by the directors at any time before the first ordinary general meeting and the auditors so appointed shall hold office until such meeting unless previously removed by a resolution of the shareholders, in which event the shareholders may appoint auditors.

147.The directors may fill any casual vacancy in the office of the auditor but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

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148.The Company may appoint as auditor any person, including a shareholder, not disqualified by statute.

149.An auditor may be removed or replaced in the circumstances and in the manner specified in the Act.

150.The remuneration of the auditors shall be fixed by the shareholders, or by the directors pursuant to authorization given by the shareholders, except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the directors.

151.The auditors shall conduct such audit as may be required by the Act and their report, if any, shall be dealt with by the Company as required by the Act.

NOTICES

152.A notice (including any communication or document) shall be sufficiently given, delivered or served by the Company upon a shareholder, director, officer or auditor by personal delivery at such person’s registered address (or, in the case of a director, officer or auditor, last known address) or by prepaid mail, telegraph, telex, facsimile machine or other electronic means of communication addressed to such person at such address.

153.Shareholders having no registered address shall not be entitled to receive notice.

154.All notices with respect to registered shares to which persons are jointly entitled may be sufficiently given to all joint holders thereof by notice given to whichever of such persons is named first in the Register for such shares.

155.Any notice sent by mail shall be deemed to be given, delivered or served on the earlier of actual receipt and the third business day following that upon which it is mailed, and in proving such service it shall be sufficient to prove that the notice was properly addressed and mailed with the postage prepaid thereon.  Any notice given by electronic means of communication shall be deemed to be given when entered into the appropriate transmitting device for transmission.  A certificate in writing signed on behalf of the Company that the notice was so addressed and mailed or transmitted shall be conclusive evidence thereof.

156.Every person who by operation of law, transfer or other means whatsoever becomes entitled to any share shall be bound by every notice in respect of such share that prior to such person’s name and address being entered on the Register was duly served in the manner hereinbefore provided upon the person from whom such person derived title to such share.

157.Any notice delivered, sent or transmitted to the registered address of any shareholder pursuant to these Articles, shall, notwithstanding that such shareholder is then deceased and that the Company has notice thereof, be deemed to have been served in respect of any registered shares, whether held by such deceased shareholder solely or jointly with other persons, until some other person is registered as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice

25

on the heirs, executors or administrators of the deceased shareholder and all joint holders of such shares.

158.Any notice may bear the name or signature, manual or reproduced, of the person giving the notice written or printed.

159.When a given number of days’ notice or notice extending over any other period is required to be given, the day of service and the day upon which such notice expires shall not, unless it is otherwise provided, be counted in such number of days or other period.

INDEMNITY

160.Every director or officer, former director or officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, and the heirs and legal representatives of such person, in the absence of any dishonesty on the part of such person, shall be indemnified by the Company against, and it shall be the duty of the directors out of the funds of the Company to pay, all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any claim made against such person or civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Company or such body corporate, partnership or other association, whether the Company is a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of the Company and have priority as against the shareholders over all other claims.

161.No director or officer, former director or officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, in the absence of any dishonesty on such person’s part, shall be liable for the acts, receipts, neglects or defaults of any other director, officer or such person, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of the funds of the Company are invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any funds, securities or effects are deposited, or for any loss occasioned by error of judgment or oversight on the part of such person, or for any other loss, damage or misfortune whatsoever which happens in the execution of the duties of such person or in relation thereto.

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REMINDERS

162.The directors shall comply with the following provisions of the Act or the Corporations Registration Act (Nova Scotia) where indicated:

(1)Keep a current register of shareholders (Section 42).

(2)Keep a current register of directors, officers and managers, send to the Registrar a copy thereof and notice of all changes therein (Section 98).

(3)Keep a current register of holders of bonds, debentures and other securities (Section 111 and Third Schedule).

(4)Call a general meeting every year within the proper time (Section 83).  Meetings must be held not later than 15 months after the preceding general meeting.

(5)Send to the Registrar copies of all special resolutions (Section 88).

(6)Send to the Registrar notice of the address of the Company’s Office and of all changes in such address (Section 79).

(7)Keep proper minutes of all shareholders’ meetings and directors’ meetings in the Company’s minute book kept at the Company’s Office (Section 89 and 90).

(8)Obtain a certificate under the Corporations Registration Act (Nova Scotia) as soon as business is commenced.

(9)Send notice of recognized agent to the Registrar under the Corporations Registration Act (Nova Scotia).

Name of Subscriber

/s/ Charles S. Reagh

Dated at Halifax, Nova Scotia the 8th day of June, 2001.

Witness to above signature:

/s/ Leanne M. Thomas

Halifax, Nova Scotia

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EX-3.17

Exhibit 3.17

Québec

CERTIFICATE OF AMENDMENT

Companies Act, Part 1A
(R.S.Q., chap. C-38)

	I hereby certify that
	DUNKIN DONUTS
	MAÎTRE FRANCHISÉ QUÉBEC INC.
	and its English version(s)
	DUNKIN DONUTS
	MASTER FRANCHISEE QUÉBEC INC.
	amended its articles on AUGUST 28, 2003 under Part 1A of the Companies Act, as indicated in the attached Articles of Amendment.
	Filed in the register on August 29, 2003
	under registration number 1161578415
Government of Quebec
Inspector General		(signed:  R S Turcotte)
of Financial Institutions		Inspector General of Financial Institutions

Government of Québec	Government of Québec
Inspector General of Financial Institutions	Inspector General of Financial Institutions
		Form 5
		ARTICLES OF AMENDMENT
		Companies Act, R.S.Q., c. C-38
		Part 1A

1	Corporate name
	DUNKIN DONUTS MAÎTRE FRANCHISÉ QUÉBEC INC.
	DUNKIN DONUTS MASTER FRANCHISEE QUÉBEC INC.
2	Motion filed under section 123.140 and following of the Companies Act
3	The Company’s articles are amended as follows:
	The judicial district in Quebec where the company has its head office is changed to:
	THE JUDICIAL DISTRICT OF LAVAL
4	Effective date, if different from filing date (see instructions)		5   Corporate name (or designating number) prior to the amendment, if different from that mentioned in Item 1
			9130-7462 QUÉBEC INC.
If there is insufficient space, attach two (2) copies of a schedule.
Signature of authorized director		(signed)
		Marc D’Aoust
Reserved for administrative purposes

Government of Québec

Filed on

AUG. 28 2003

Inspector General of Financial Institutions

2

Québec

CERTIFICATE OF INCORPORATION

Companies Act, Part 1A
(R.S.Q., chap. C-38)

	I hereby certify that
	9130-7462 QUÉBEC INC.
	was incorporated on JUNE 11, 2003 under Part 1A of the Companies Act, as indicated in the attached Articles of Incorporation.
	Filed in the register on June 13, 2003
	under registration number 1161578415
Government of Quebec
Inspector General of Financial Institutions		(signed:  R S Turcotte)
		Inspector General of Financial Institutions

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	Government of Québec	Government of Québec
	Inspector General of Financial Institutions	Inspector General of Financial Institutions
		Form 1
ARTICLES OF INCORPORATION
Companies Act (R.S.Q., c. C-38, Part 1A)

	Procedure and explanations
1		Corporate name
		9130-7462 QUÉBEC INC.
2			Judicial district in Québec where the company has its head office		3   Precise number or minimum and maximum number of directors	4   Effective date if later than filing date
			District of Terrebonne		Minimum 1   Maximum 10	N/A
5		Description of share capital:
		See Schedule “A”
6		Restrictions on share transfers, if any
		See Schedule “B”
7		Limits imposed on its activities, where applicable
		N/A
8		Other provisions
		See Schedule “C”
9			Founders
			First and last name	Address, including postal code (in the case of a corporation, indicate the head office and the constituting act)		Signature of each founder (in the case of a corporation, signature of authorized person)
D’Aoust, Marc				55 Castonguay St., Suite 400		(signed)
				St-Jérôme, Quebec, Canada J7Y 2H9
If there is insufficient space, attach two copies of a schedule.
Reserved for administrative purposes

Government of Québec

Filed on

JUNE 11  2003

Inspector General
of Financial Institutions

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SCHEDULE “A”

SHARE CAPITAL

The Company shall be authorized to issue an unlimited number of Class “A”, “B”, “C”, “D”, “E”, “F”, “G”, “H”, “I”, “J”, “K” and “L” shares carrying the following rights, privileges, restrictions and conditions.

1.             VOTING SHARES

Only the holders of Class “A”, “D” and “H” shares shall be entitled to vote at meetings of shareholders and only the holders of such shares shall be entitled to receive notice of and attend the said meetings of shareholders, except where the law otherwise provides.

2.             PARTICIPATING SHARES

Only the Class “B”, “C” and “D” shares shall participate in the profits and residual assets of the Company and they shall be entitled to participate in any dividend declared by the Company, subject to the prior rights provided herein.  The dividends attributable to the Class “E”, “F”, “G”, “H”, “I”, “J”, “K” and “L” shares shall be limited as follows:

Dividends which may be declared and paid on the Class “E”, “G” and “H” shares shall be limited to annual non-cumulative dividends at a rate equal to the rate on the Treasury Bills of Canada expiring in approximately three (3) months, calculated during the first month of the quarter preceding the quarter in which the shares are issued, on the fair market value of the consideration received by the Company upon the issue of the said shares less any amount of capital given to the shareholders thereon.

The Class “F”, “I” and “J” shares shall be entitled to monthly non-cumulative dividends at a rate equal to one-twelfth (1/12) of the rate on the Treasury Bills of Canada expiring in approximately three (3) months calculated during the first month of the quarter preceding the quarter in which the shares are issued, on the fair market value of the consideration received by the Company upon the issue of the said shares less any amount of capital given to the shareholders thereon.

The dividends attributable to the Class “K” shares are more fully described in section 6.

The holders of Class “L” shares shall be entitled to monthly non-cumulative dividends at a maximum rate of two per cent (2%) per month, the said rate to be fixed by

the directors when the shares are issued, and the said rate applying to the fair market value of the consideration received by the Company upon the issue of the said shares less any amount of capital given thereon.

The holders of Class “A” shares shall not be entitled to any dividend of any kind whatsoever.

The order of priority for the declaration and payment of any dividend shall be the following:

1)Class “K” shares, where applicable;

2)Class “L” shares;

3)Class “F” shares;

4)Class “I” shares;

5)Class “G” and “H” shares;

6)Class “J” shares;

7)Class “E” shares;

8)     Class “B”, “C” and “D” shares, it being understood that dividends may be declared and paid separately on each of these three (3) classes of shares in the complete discretion of the Board of Directors.

3.DISSOLUTION, LIQUIDATION OR ANY OTHER VOLUNTARY OR FORCED DISTRIBUTION OF THE ASSETS OF THE COMPANY

In the event of any dissolution, liquidation or other voluntary or forced distribution of the assets of the Company, the holders of Class “E”, “F”, “G”, “H”, “I”, “J”, “K” and “L” shares shall have a prior right to be repaid up to their redemption value, in priority to any dividend or distribution of assets to the holders of Class “A”, “B”, “C” and “D” shares, in accordance with the order prescribed for the declaration and payment of dividends.

4.             CONVERSION RIGHT

The Company may, at its complete discretion and without requiring the consent of the shareholders, convert all or part of each Class “C” share into a Class “E” share.  The conversion shall take effect on notice sent to the shareholder by the Board of Directors.

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5.             REDEEMABLE SHARES

The Class “E”, “F”, “G”, “H”, “I”, “K” and “L” shares shall be redeemable by the Company on notice given by the holder in his complete discretion.

The Class “E”, “H”, “I”, “J” and “L” shares shall be redeemable by the Company on notice given by it in its complete discretion.

In the case of such redemption, the holders of Class “E”, “F”, “G”, “H”, “I” and “L” shares shall be entitled to receive, as the redemption price, the fair market value of the consideration received by the Company upon the issue of the shares plus any amount of dividend declared but unpaid on such shares less any amount of capital given to the shareholders on the said shares since their issue.

The Class “J” shares shall be redeemable at the amount of their paid-up capital plus a premium of ONE THOUSAND DOLLARS ($1,000) per share.

The Class “K” shares shall be redeemable according to the terms of section 6.

6.             CLASS “K” SHARES

a)             Participation

The dividends attributable to the Class “K” shares shall come solely from the collection by the Company of any benefits relating to any insurance policy on the life of the shareholder who is to receive the dividend or by a dividend in kind transferring the ownership of such policy.  Provided the dividend comes from such sources, it shall take priority over any other dividend within the Company.  The market value and, accordingly, the redemption value of the said Class “K” shares held by a shareholder shall always be equal to the redemption value of the life insurance policy held by the Company on the life of such shareholder including any amount of capital which has been injected into such life insurance policy and any right to benefits following the death of the insured.

Each shareholder holding Class “K” shares shall be deemed to hold a different series of shares so that the dividend and value of any life insurance policy are specifically attributable to each series of shares separately.

The value of any such life insurance policy and the right to a benefit in the event of death shall form part ofthe series of Class “K” shares held by the deceased shareholder.

As soon as the Company collects such life insurance benefits, it agrees to pay them to the estate or to the representative of the deceased shareholder in the form of priority dividends or the redemption of shares at the complete discretion of the estate by

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completing all appropriate election forms so that the dividend is deemed to come from the capital dividend account of the Company created by the collection of the proceeds of such life insurance policy.  Such dividend or such redemption shall be exclusive to the holder of the series in question and shall take priority over any dividend or redemption of any other class or series of shares.

In order to guarantee to the shareholder that he will receive his dividend or the redemption value of his shares after his death, the Company assigns, transfers and hypothecates any right to insurance benefits from any life insurance policy taken out on the life of a shareholder to such shareholder.

b)            Redemption

The holder of a series of “K” shares may at any time and at his option require the redemption of his shares in consideration for the transfer of the life insurance policy or policies taken out on his life, including any amount of capital invested and the right to any benefit related thereto.

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MISCELLANEOUS PROVISIONS

1.             Pre-emptive right

Each holder of Class “A”, “D” and “H” shares in the capital stock of the Company shall be entitled to subscribe for any new shares in the proportion that the number of Class “A”, “D” or “H” shares he or she holds in the Company represents to the total number of issued and outstanding Class “A”, “D” or “H” shares of the Company as fully paid.

2.             Share splits

Every issued share of the capital stock of the Company of any class whatsoever may be split into several shares carrying the same rights, privileges, restrictions and conditions applicable to the shares split upon the passing of a special resolution.

3.             Series of shares

Each class of shares may be issued in an unlimited number of series.  The Board of Directors shall have the power to determine all the other rights, privileges, conditions and restrictions which shall apply to each of the said series of shares except with respect to the right to vote.  The dividends attributable to a class of shares may be declared separately for a series without being declared on any other series of the same class of shares and any share of a series may be purchased or redeemed without purchasing or redeeming the shares of another series of shares, the whole at the complete discretion of the Board of Directors.

4.             Price adjustment

In all cases where Class “E”, “F”, “G”, “H” and “I” shares are issued in consideration for assets, or further to a conversion of shares and in the event that the provincial Ministère du Revenu or the federal Department of Revenue contests the market value attributed to the said shares, the Company and the shareholder agree in advance to adjust the market value attributed to the said shares based on the market value which is finally agreed upon with the tax department in question or based on the market value which is determined by final judgement in the event it is contested before the courts.  If shares of such classes have already been the object of a redemption or dividend payment, the parties agree to take the said redemption or the said dividend into account for the purpose of the price adjustment.

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SCHEDULE “B”

RESTRICTIONS ON THE TRANSFER OF SHARES

No transfer of shares of the Company may be carried out without the consent of the directors, which shall be evidenced by a resolution of the Board of Directors.  Such consent may, however, be given after the transfer has been registered in the Book of the Company, in which case it shall be valid and take effect retroactively to the date of registration of the said share transfer.

SCHEDULE “C”

OTHER PROVISIONS

1.The number of shareholders of the Company shall be limited to fifty (50), not including persons who are in the employment of the Company and persons who, having been formerly in the employment of the Corporation were, while so employed, shareholders, and have continued after the termination of that employment to be, shareholders of the Company; two or more persons holding one or more shares jointly being counted as a single shareholder.

2.Any public distribution of the shares and other securities of the Company is prohibited.

3.The directors may, when they consider it advisable:

(a)           borrow money upon the credit of the Company;

(b) issue debentures or other securities of the Company and pledge or sell the same at such price or amounts as they shall deem appropriate;

(c)guarantee, on behalf of the Company, the performance of an obligation of another person;

(d)hypothecate, pledge or charge with any encumbrance, by trust or in any other manner, all or part of the present or future property of the Company for the purpose of guaranteeing its obligations; and

(e)delegate the powers or one or more of the afore-mentioned special powers to a director, a committee of directors or an officer of the Company.

4.             Participation in meetings by way of electronic means

One (1), several or all of the shareholders may participate in a meeting of the shareholders by way of electronic means, such as a telephone, enabling them to communicate with the other shareholders or persons participating in the meeting. In such cases, these shareholders shall be deemed to have attended the meeting. The shareholders attending a meeting held using such electronic means may decide on any matter which may be considered by a meeting of the shareholders. A shareholder who participates in the meeting by way of electronic means may not be represented by proxy.

5.             Unanimous shareholder agreement

Where, pursuant to the articles, the by-laws or the law, a power which is to be exercised by the Board of Directors has been withdrawn from the authority of the directors in order to be assumed by the shareholders pursuant to a unanimous shareholder agreement, any reference in the articles to the exercise of such power by the Board of Directors shall be read as a reference to an exercise of this power by the meeting of the shareholders pursuant to the unanimous shareholder agreement.

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EX-3.18

Exhibit 3.18

GENERAL BY-LAW NO. 1

OF

9130-7462 QUÉBEC INC.

(Company incorporated under the Quebec Companies Act)

INTERPRETATION
(1)	THE ACT
(2)	UNANIMOUS SHAREHOLDER AGREEMENT AND ARTICLES
BOARD OF DIRECTORS
(3)	NUMBER
(4)	TERM OF OFFICE
(5)	RESIGNATION
(6)	REMOVAL FROM OFFICE
(7)	VACANCIES
(8)	REPLACEMENT
(9)	REMUNERATION
(10)	INTERESTED DIRECTOR
POWERS OF THE BOARD OF DIRECTORS
(11)	GENERAL POWER
(12)	SHARE CAPITAL
(13)	DIVIDENDS
(14)	BANKING
(15)	HEAD OFFICE
(16)	FINANCIAL YEAR
(17)	OFFICERS
MEETINGS OF THE BOARD OF DIRECTORS
(18)	SOLE DIRECTOR
(19)	ANNUAL MEETING
(20)	SPECIAL MEETINGS
(21)	NOTICE OF MEETING
(22)	PLACE
(23)	QUORUM
(24)	CHAIRMAN AND SECRETARY
(25)	PROCEDURE
(26)	PROPOSALS
(27)	PARTICIPATION BY ELECTRONIC MEANS
(28)	ADVISORS
(29)	ADJOURNMENT

President
(Initials) Secretary
(Initials)

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(30)	VOTING
(31)	ABSOLUTE MAJORITY
(32)	SIGNED RESOLUTION
MEETINGS OF SHAREHOLDERS
(33)	ANNUAL MEETING
(34)	SPECIAL MEETINGS
(35)	NOTICE OF MEETINGS
(36)	PLACE
(37)	QUORUM
(38)	CHAIRMAN AND SECRETARY
(39)	PROCEDURE
(40)	PROPOSALS
(41)	PARTICIPATION BY ELECTRONIC MEANS
(42)	ADVISORS
(43)	ADJOURNMENT
(44)	VOTING
(45)	JOINT SHAREHOLDERS
(46)	PROXY
(47)	ABSOLUTE MAJORITY
(48)	SIGNED RESOLUTION
OFFICERS AND REPRESENTATIVES
(49)	APPOINTMENT
(50)	QUALIFICATION
(51)	TERM OF OFFICE
(52)	RESIGNATION
(53)	VACANCY
(54)	PRESIDENT
(55)	SECRETARY
(56)	GENERAL POWERS
(57)	VICE-PRESIDENT
(58)	INDEMNIFICATION
AUDITOR OR EXPERT ACCOUNTANT
(59)	AUDITOR
(60)	QUALIFICATION
(61)	DUTIES OF AUDITOR
(62)	TERM OF MANDATE
(63)	EXPERT ACCOUNTANT

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INTERPRETATION

(1)THE ACT Any reference to the “Act” shall be a reference to the “Quebec Companies Act” and any provision of these by-laws in contravention thereof shall be deemed to be null and void.

(2)UNANIMOUS SHAREHOLDER AGREEMENT AND ARTICLESAny provision of these by-laws which may be in contravention of the provisions of a unanimous shareholder agreement or the articles shall be deemed to be null and void.

BOARD OF DIRECTORS

(3)NUMBER The business of the Company shall be administered by a Board of Directors (the “Board”).  Subject to the limits set out in the articles and as prescribed by the Act in the case of a distribution to the public, the Board shall be made up of one or more directors.  The specific number shall be fixed by resolution of the shareholders within the limits set out in the articles.  Failing such resolution of the shareholders, the number of directors making up the Board shall be that indicated in the last notice sent to the Inspector General.

(4)TERM OF OFFICEThe director or directors making up the Board shall be appointed each year at the annual meeting of shareholders.  Directors whose term of office has ended may be re-elected.  They shall remain in office until a new Board is formed or until they are removed from office, replaced or deceased or otherwise no longer qualify as directors.

(5)RESIGNATIONA director may resign from office by sending a notice of resignation to the head office, by messenger or registered or certified mail or by filing such a notice at a meeting of the Board or meeting of shareholders.

(6)REMOVAL FROM OFFICEUnless indicated otherwise in the articles, a director may be removed from office and, as the case may be, replaced by ordinary resolution of the shareholders who are entitled to appoint him, passed at a special meeting of which the director has been given notice.  The term of office of the removed director shall terminate as of his removal from office.

(7)VACANCIESThe office of a director shall become vacant when he no longer qualifies as a director, becomes bankrupt, dies, is removed from office or resigns.  The Board may nonetheless continue to act provided a quorum is present.

(8)REPLACEMENTAny vacancy may be filled by resolution of the Board provided there is a quorum or by resolution of the shareholders.  The replacement shall remain in office for the remainder of the unexpired portion of the term of his predecessor.

(9)REMUNERATIONThe remuneration of the directors shall be established by the Board and is in addition, where applicable, to that to which they may be entitled in any other capacity.  The directors shall be entitled to be reimbursed costs incurred in the performance of their duties.

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(10)INTERESTED DIRECTORA director who is directly or indirectly interested in a contract with the Company shall not be required to resign.  However, the director shall disclose his interest to all the other directors and abstain from voting on any resolution to approve such contract.

POWERS OF THE BOARD OF DIRECTORS

(11)GENERAL POWERThe Board shall exercise all the powers which the Company is authorized to exercise, except those which the Act or a unanimous shareholder agreement expressly reserves for the shareholders.  The Board may delegate its powers to officers, employees or other mandataries.  The Board may not delegate the powers described below which it exercises by resolution or those which are exclusively reserved for it under the Act.

(12)SHARE CAPITALThe Board shall accept subscriptions for shares, issue them and allocate them among the persons, on the conditions and for the consideration it determines.  Where applicable, the Board shall redeem for cancellation issued shares. Share issues, redemptions and transfers shall be entered in the registers kept for such purpose.

(13)DIVIDENDSThe Board may, but shall not be required to, declare dividends out of accrued profits.  Dividends shall be allocated among the shareholders according to their respective rights unless the articles give the Board discretion as to their distribution.  The Board may choose to set off any sum due to the Company or choose to pay a dividend in shares.

(14)BANKINGThe Board shall choose, for its banking operations, one or more institutions with which the agreements considered necessary shall be entered into.  The Board shall appoint one or more persons with authority to bind the Company to them and, where applicable, establish the conditions necessary for cheques and other instruments drawn on its accounts to be honoured.

(15)HEAD OFFICEThe Board shall establish the head office within the limits indicated in the articles.

(16)FINANCIAL YEARThe Board shall fix the date of the end of the financial year.

(17)OFFICERSThe Board shall appoint the officers and other mandataries in accordance with this by-law.

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MEETINGS OF THE BOARD OF DIRECTORS

(18)SOLE DIRECTORSections 19 to 31 shall not apply when the Board is made up of a sole director.

(19)ANNUAL MEETINGEach year, immediately after the annual general meeting of shareholders, a meeting of the newly formed Board shall be held, at which the Board shall appoint the officers and, where applicable, the accountant.  Such meeting shall not require a notice of meeting.

(20)SPECIAL MEETINGSSpecial meetings of the Board shall also take place as often as any one (1) of the directors considers necessary.

(21)NOTICE OF MEETINGSpecial meetings shall be called by the director who considers the meeting necessary.  Notice shall be given in writing sent by messenger or registered or certified mail to the last known address of the directors.  The notice shall arrive at least two (2) clear juridical days before the date fixed for the meeting.  A meeting may be held without notice if all the directors are present or if the absent directors have agreed thereto.  The notice of meeting need not specify the purpose of the meeting or contain an agenda.

(22)PLACEMeetings shall be held at the head office or at any other place fixed by the Board.

(23)QUORUMThe minimum number of directors in office who must be present for a meeting to validly deliberate and exercise the powers of the Board (the “quorum”) shall be equal to half the number of the directors in office plus one.  A quorum shall be maintained for the duration of the meeting.

(24)CHAIRMAN AND SECRETARYThe President of the Company or, failing him, its Vice-President shall chair the meetings.  The Secretary of the Company shall act as secretary of the meetings.  The majority of the directors present at a meeting may nonetheless choose any other person to act as Chairman or Secretary of the meeting, whether or not such person is a director.

(25)PROCEDUREThe Chairman shall ensure the proper conduct of the meeting and, subject to the Act, the by-laws and any unanimous shareholder agreement, he shall determine the procedure to be followed in a reasonable and impartial manner.

(26)PROPOSALSThe Chairman shall submit the proposals on which the Board must decide.  Any director may also submit a proposal.  The Board shall be seized of the proposals submitted without them being required to be seconded.  The agenda of any meeting shall be deemed to include a period during which the directors may submit their proposals.

(27)PARTICIPATION BY ELECTRONIC MEANSA director may, with the consent of the directors present, participate in a meeting of the Board through technical means, including the telephone, which allow him to communicate with the other directors attending the meeting.  In such a case, the director shall be deemed to attend the meeting.

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(28)ADVISORSAll directors shall be entitled to an advisor during a meeting.  If the majority of the directors present have refused the presence of advisors, any director who requires one shall be entitled to a continuous telephone connection with his advisor during a meeting.

(29)ADJOURNMENTA meeting of the Board may be adjourned at any time by the majority vote of the directors present and continued subsequently without it being necessary to give notice thereof again.

(30)VOTINGEach director shall be entitled to one vote.  Voting shall be by show of hands unless the Chairman of the meeting or a director asks for a ballot.  If voting is by ballot, the Secretary of the meeting shall act as scrutineer and count the ballots.  Voting by proxy shall not be allowed.  The Chairman of the meeting shall not have a casting vote in the case of a tie vote.

(31)ABSOLUTE MAJORITYNo resolution may be considered adopted by the Board if it has not received the favourable vote of a number of directors equal to half of the directors in office plus one, regardless of the number of directors attending the meeting.

(32)SIGNED RESOLUTIONA written resolution signed by all the directors entitled to vote thereon shall be valid and have the same effect as if it was passed at a meeting of the Board duly called and held on the date indicated in the resolution.  Such resolution shall be kept in the minute book according to its date, just as a regular minute.

MEETINGS OF SHAREHOLDERS

(33)ANNUAL MEETINGThe annual meeting of the shareholders shall be held within six (6) months of the end of the financial year, on the date and at the place in the Province of Quebec which the Board shall determine.  At such meeting, the shareholders shall receive and take note of the financial statements and, where applicable, the report of the auditor.  They shall establish the Board and appoint the auditor or, provided they do so unanimously, decide not to appoint one.

(34)SPECIAL MEETINGSSpecial meetings shall take place as often as the President, the majority of the directors or of the shareholders holding jointly at least 10% of the voting shares consider necessary.

(35)NOTICE OF MEETINGSAnnual or special meetings shall be called by the President, by the majority of the directors or by the shareholders holding jointly at least 10% of the voting shares.  Notice shall be given by written notice sent by messenger, telegram or registered or certified mail to the last known address of the shareholders entitled to receive notice of the meeting.  The notice shall arrive at least seven (7) clear juridical days before the time fixed for the meeting.  A meeting may be held without notice if all the shareholders are present or if those absent have agreed to it being held.  In the case of a special meeting, the notice shall set forth the nature of the business to be discussed at it and, in the case of an annual meeting, the nature of any matter other than those set out above.

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(36)PLACEMeetings shall be held at the head office or at any other place which the Board may determine.

(37)QUORUMOne or more people holding or representing not less than the majority of the votes to which all the issued shares give the right shall form a quorum.  A quorum shall be maintained for the duration of the meetings.

(38)CHAIRMAN AND SECRETARYThe President of the Company or, in his absence, its Vice-President shall chair meetings.  The Secretary of the Company shall act as the secretary thereof. One or more participants holding or representing not less than the majority of the votes to which all the issued shares give the right may nonetheless choose another person to act as chairman or secretary of the meeting, whether or not such person is a director or shareholder.

(39)PROCEDUREThe Chairman shall ensure the proper conduct of the meeting and, subject to the Act, the by-laws and any unanimous shareholder agreement, he shall determine the procedure to be followed in a reasonable and impartial manner.

(40)PROPOSALSThe Chairman shall submit the proposals on which the meeting must decide.  Any shareholder or his representative may also submit a proposal.  The meeting shall be seized of the proposals submitted without them being required to be seconded.  The agenda of any meeting shall be deemed to include a period during which the shareholders or their representative may submit their proposals.

(41)PARTICIPATION BY ELECTRONIC MEANSA shareholder or his representative may, with the consent of the participants, participate in a meeting through technical means, including the telephone, which allow him to communicate with the other participants.  In such a case, the shareholder shall be deemed to attend the meeting.

(42)ADVISORSAny shareholder shall be entitled to an advisor during a meeting.  If the majority of the participants have refused the presence of advisors, any shareholder who requires one shall be entitled to a continuous telephone connection with his advisor during a meeting.

(43)ADJOURNMENTA meeting may be adjourned at any time by the majority vote of the participants holding or representing not less than a majority of the votes to which all the issued shares give the right and continued subsequently without it being necessary to give notice thereof again.

(44)VOTINGEach shareholder shall be entitled to as many votes as the number of voting shares he holds according to the registers at the beginning of the meeting.  Voting shall be by show of hands unless the Chairman of the meeting or one or more participants holding or representing not less than the majority of the votes to which all the issued shares give the right ask for a ballot.  If voting is by ballot, the Secretary of the meeting shall act as scrutineer and count the ballots.  The Chairman of the meeting shall not have a casting vote in the case of a tie vote.

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(45)JOINT SHAREHOLDERSIf several person hold shares jointly, the one who attends the meeting may, in the absence of the others, exercise the right to vote alone.  If several of them attend or are represented at the meeting, they may only exercise it as one and the same person.

(46)PROXYThe right to vote shall be exercised by the shareholder or a proxyholder holding a written proxy.  The proxyholder need not be a shareholder.  A proxyholder may hold proxies for several shareholders.

(47)ABSOLUTE MAJORITYNo resolution shall be considered to be passed by a meeting unless it has been approved by a number of participants holding or representing not less than a majority of the votes to which all the issued shares give the right, regardless how many attend or are represented at the meeting.

(48)SIGNED RESOLUTIONResolutions in writing, signed by all the shareholders entitled to vote thereon shall be as valid and have the same effect as if they had been passed at a meeting duly called and held on the date indicated in the resolution. Such resolutions shall be kept in the minute book according to their date, just as a regular minute.

OFFICERS AND REPRESENTATIVES

(49)APPOINTMENTThe Board shall appoint a President and a Secretary at an organizational meeting and at its annual meetings.  It may appoint one or more Vice-Presidents as well as any officer or mandatary.  Where applicable, the Board shall define their mandate so that it is compatible with this by-law and fix their compensation.

(50)QUALIFICATIONNo officer or mandatary need be a director or shareholder.  The same person may hold more than one office at a time.

(51)TERM OF OFFICEThe officers and mandataries shall remain in office at the pleasure of the Board.  They may be replaced or removed at any time by resolution of the Board.

(52)RESIGNATIONAn officer or mandatary may resign from office before the expiry of his term by sending a notice of resignation to the head office, by messenger or registered or certified mail or by filing such a notice at a meeting of the Board or a meeting of the shareholders.  His office shall terminate as of receipt of the notice.

(53)VACANCYAny vacancy in the office of President or Secretary shall be filled by the Board forthwith.

(54)PRESIDENTThe President shall ex officio chair all meetings of the Board and of the shareholders.  He shall sign the share certificates and the other documents requiring his signature.

(55)SECRETARYThe Secretary shall have custody of the documents and registers.  He shall act as Secretary of the meetings of the Board and of the shareholders.  He shall countersign the minutes and share certificates.

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(56)DELEGATED GENERAL POWERSThe President and the Secretary shall jointly exercise all the powers which the Board is authorized to exercise except those which the Board cannot delegate or those which the Board has expressly delegated to someone else.  The Board may, by resolution, limit the general powers delegated to the President and the Secretary.

(57)VICE-PRESIDENTIn the absence or inability to act of the President, the Vice-President shall have the powers and assume the obligations of the President.

(58)INDEMNIFICATIONThe Company shall indemnify and hold harmless its directors, officers or other mandataries or their assigns in the manner and on the conditions set out in sections 123.87 and following of the Act, or other sections substituted therefor.

AUDITOR OR ACCOUNTANT

(59)AUDITORThe shareholders shall, at their first meeting and at each annual meeting, appoint an auditor or, to the extent allowed by the Act, choose not to appoint one.  The decision not to appoint one shall be unanimous among the shareholders, including those whose shares are non-voting.

(60)QUALIFICATIONThe auditor shall be independent of the Company, its directors and officers and have all other qualities required by law.  He shall be a member of the Canadian Institute of Chartered Accountants.

(61)DUTIES OF AUDITORThe auditor shall act as a resource person for the officers, check the financial information in the manner recognized by the Canadian Institute of Chartered Accountants and prepare the financial statements and tax returns.

(62)TERM OF MANDATEThe mandate of the auditor shall terminate with his death in the case of a single individual, his resignation or his revocation by resolution of the shareholders.  He shall remain in office as long as his replacement has not been appointed or the shareholders have not unanimously decided to no longer have one.

(63)EXPERT ACCOUNTANTIf the shareholders decide not to appoint an auditor, the Board may appoint an expert accountant to act as a resource person for the officers and prepare the financial statements and tax returns.  The expert accountant need not be a member of the Canadian Institute of Chartered Accountants.  His mandate shall terminate with his death in the case of an individual, his resignation or his removal by the Board.  He shall remain in office until a replacement is appointed or the shareholders have decided not to appoint an auditor.

The foregoing is the complete text of “General By-Law No. 1” duly adopted by the directors on June 11, 2003 and approved by the shareholders on June 11, 2003.

(signed)

Marc D’Aoust

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9130-7462 QUÉBEC INC.

BY-LAW NO. 2

pertaining to the

BORROWING POWER OF THE DIRECTORS

“The Board of Directors is authorized to

(a)borrow money upon the credit of the Company, for the amounts and on the terms which it may, in its discretion, determine, including executing and renewing promissory notes or other instruments;

(b)issue debentures or other securities of the Company and pledge or sell the same at such price or amount as it shall deem appropriate;

(c)hypothecate or otherwise affect the present or future, tangible or intangible immovable and movable property of the Company for the purpose of guaranteeing such borrowings.

The Board of Directors may delegate the above powers, in the manner it determines, to one or more directors or officers it designates.”

This By-law Number 2 was duly passed by the Board of Directors on June 11, 2003 and was approved by the shareholders on June 11, 2003.

(signed)

Marc D’Aoust

BY-LAW NUMBER 2003-1

OF

9130-7462 QUÉBEC INC.

BY-LAW AMENDING THE CORPORATE NAME AND JUDICIAL DISTRICT OF THE COMPANY

•The articles of the Company are amended to change the corporate name of the Company, 9130-7462 Québec inc., to the following:

Dunkin Donuts Maître Franchisé Québec inc.

and its version

Dunkin Donuts Master Franchisee Québec inc.

•The articles of the Company are also amended to change the judicial district in Québec where the Company has its head office to:

The judicial district of Laval

•At the same time, the address of the head office of the Company currently situated at 55 Castonguay St., Suite 400, Saint-Jérôme, Quebec, J7Y 2H9, is changed to the new address set out below:

1600 St. Martin Blvd. E., Suite 200

Laval, Quebec, H7G 4S7

•Draft articles of amendment and notice of the address of the head office are submitted to the sole director and are hereby approved;

•Marc D’Aoust is authorized to sign the articles of amendment and the notice of the address of the head office required to obtain the amendment of the name and address and to send them to the Inspector General of Financial Institutions, it being understood that the amendment shall be effective as of the date hereof.

PASSED BY THE SOLE DIRECTOR OF THE COMPANY AND APPROVED AND RATIFIED BY THE SOLE SHAREHOLDER AS OF AUGUST 28, 2003.

(signed)

Marc D’Aoust

EX-3.19

Exhibit 3.19

CERTIFICATE OF FORMATION

OF

9103-4793 DELAWARE LLC

1.             The name of the limited liability company is 9103-4793 Delaware LLC.

2.             The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of 9103-4793 Delaware LLC this 27^th day of April, 2001.

/s/ Farida Ali

Farida Ali,

Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:30 PM 04/27/2001

010204471 — 3385978

State of Delaware

Office of the Secretary of State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “9103-4793 DELAWARE LLC”, CHANGING ITS NAME FROM “9103-4793 DELAWARE LLC” TO “BIGFOOT FOOD STORES LLC”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF MAY, A.D. 2001, AT 1:15 O’CLOCK P.M.

[SEAL]	/s/ Harriet Smith Windsor
	Harriet Smith Windsor, Secretary of State

3385978  8100	AUTHENTICATION:	1160953
010257990	DATE:	05-31-01

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:15 PM 05/30/2001

010257990 — 3385978

CERTIFICATE OF AMENDMENT

OF

9103-4793 DELAWARE LLC

1.             The name of the limited liability company is 9103-4793 Delaware LLC.

2.             The Certificate of Formation of the limited liability company is hereby amended as follows:

“1.        The name of the limited liability company is Bigfoot Food Stores LLC.”

*******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of 9103-4793 Delaware LLC this 30^th day of May, 2001.

/s/ Stéphane Gonthier

Stéphane Gonthier, Authorized Individual

Delaware

The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “BIGFOOT FOOD STORES LLC”, CHANGING ITS NAME FROM “BIGFOOT FOOD STORES LLC” TO “MAC’S CONVENIENCE STORES LLC”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF JUNE, A.D. 2002, AT 5 O’ CLOCK P.M.

[SEAL]	/s/ Harriet Smith Windsor
	Harriet Smith Windsor, Secretary of State

3385978 8100	AUTHENTICATION:	1844427
020400321	DATE:	06-21-02

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CERTIFICATE OF AMENDMENT

OF

BIGFOOT FOOD STORES LLC

1. The name of the limited liability company is Bigfoot Food Stores LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

“1. The name of the limited liability company is Mac’s Convenience Stores LLC.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Bigfoot Food Stores LLC this 17 day of June, 2002.

/s/ Stéphane Gonthier

Stéphane Gonthier

Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 06/20/2002

020400321 — 3385978

EX-3.20

Exhibit 3.20

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
MAC’S CONVENIENCE STORES LLC,
A DELAWARE LIMITED LIABILITY COMPANY

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of the 15^th 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”.

WITNESSETH:

WHEREAS, 3053854 Nova Scotia Company and the Company are parties to that certain Limited Liability Company Agreement made and entered into as of the 22^nd day of June, 2001 (the “Original Operating Agreement”);

WHEREAS, concurrently with the execution and delivery hereof by the Company and the Members, the Company and 3053854 Nova Scotia Company are entering into that certain Share Exchange Agreement (the “Exchange Agreement”) pursuant to which 3053854 Nova Scotia Company is surrendering its units in the Company in consideration for the issuance by the Company to (a) the Voting Member of 100 Voting Units and (b) the Preferred Member of 76,479,070 Preferred Units (each such class of Units having the respective definitions, restrictions, rights and powers as are set forth herein);

WHEREAS, the Company and 3053854 Nova Scotia Company wish to amend and restate the Original Operating Agreement to provide for the classification of units as contemplated above and certain other matters;

IT IS AGREED, in consideration of the promises, covenants, performances, and mutual consideration herein, the Original Operating Agreement is hereby amended and restated as follows:

ARTICLE 1

FORMATION OF COMPANY

1.1Certificate of Formation.  This Company has been organized pursuant to the provisions of the Limited Liability Company Act of the State of Delaware (as amended from time to time, the “Act”) and pursuant to a Certificate of Formation

filed with the Secretary of State of the State of Delaware on April 27, 2001, as amended through the date hereof so as to give effect to successive name changes.  The actions taken by Davies Ward Phillips & Vineberg LLP and its partners, associates, employees or agents in filing such certificate and amendments are hereby ratified and confirmed in all respects.  The rights and obligations of the Company and the Members shall be as provided in the Certificate of Formation and this Agreement.

1.2Registered Office; Registered Agent.  The Company’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware.  The Company’s registered agent in Delaware shall be The Corporation Trust Company, with an address identical to the Company’s registered office.

1.3Conflict between Certificate of Formation and this Agreement.  If there is any conflict between the provisions of the Certificate of Formation and this Agreement, the terms of the Certificate of Formation shall control.

1.4Term.  The Company shall have perpetual existence, subject only to dissolution pursuant to Section 7.1 hereof.

1.5Business of the Company.  The purpose of the company is to engage in any business that may be engaged in by a Delaware limited liability company, including without limitation the operation of convenience stores, service stations and other retail ventures.  The Company shall also have the authority to do all things necessary or convenient to accomplish its purpose, including the authority to borrow monies, to enter into agreements and/or to engage in transactions with or for the benefit of (including, without limitation, guarantees) the Members, any of their affiliates, or any natural or legal person or entity (each, a “Person”) in which any Member has a financial interest, all without Member approval.

ARTICLE 2

OWNERSHIP AND CAPITAL CONTRIBUTIONS

2.1Capital Contributions.  No Member shall be liable to lend any funds to the Company or to make any capital contribution to the Company.  From time to time, the Company may issue units having such terms and conditions as the Board of Managers shall establish by resolution in its discretion in respect of capital contributions by any Person if such issuance is determined by the Board of Managers to be in the best interest of the Company.  Notwithstanding the foregoing, the Members may make such capital contributions from time to time in such amounts and at such prices as the Board of Managers shall determine.  Capital contributions may be made in cash or other property, and if in property other than cash shall be valued at fair market value as determined by the Board of Managers.

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2.2Loans.  The Company may, as determined by the Board of Managers, borrow money from a Member (or an affiliate thereof) or from a third-party at a rate and upon such terms to be determined by the Board of Managers; provided, however, that any loan made by a Member or an affiliate of a Member shall be made on terms at least as favorable to the Company as the Company could obtain in an arm’s-length transaction.

2.3Liability of Members.  No Member shall be liable for any of the debts, liabilities, contracts or other obligations of the Company.

2.4Ownership.  The Company shall be the owner of all capital and property (whether personal, real, tangible or intangible) and rights conveyed to it.  No Member shall have any interest in specific capital or property of the Company.

2.5Units; Consideration.  The Members’ interests in the Company shall be represented by units.  The units shall be denominated in United States Dollars, although subscriptions therefor may be in any currency or in any property as provided elsewhere herein.  At the time of any contribution of capital, the value thereof, stated in United States Dollars, shall be noted on the books and records of the Company.  The Voting Units shall have all voting rights and residual rights to distributions after payment of the amounts owing hereunder to the holder(s) of Preferred Units.  The restrictions, rights and powers appurtenant to the Preferred Units are as set forth on Exhibit A hereto.  The current ownership of units, after giving effect to the Exchange Agreement, is as follows:

Voting Member:	100 Voting Units
Preferred Member:	76,479,070 Preferred Units

2.6Cancellation of Unit Certificates.  The Members acknowledge that Company has previously issued unit certificates to 3053854 Nova Scotia Company, which certificates do not constitute “investment property” (as defined in the Uniform Commercial Code as enacted in the State of Delaware, hereinafter the “UCC”).  All of such unit certificates are hereby cancelled.  In the absence of an amendment to this Agreement specifically referring to this Section 2.6, the Company may not issue either unit certificates or any other equity interests constituting “securities” or any other “investment property” under the UCC.

ARTICLE 3

MEMBERS’ ACCOUNTS; ALLOCATION OF PROFIT
AND LOSS; DISTRIBUTIONS

3.1Capital Accounts.  To the extent required, a separate capital account shall be maintained by the Company for each Member in accordance with Treasury Regulation §1.704-1(b) (each, a “capital account”).

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3.2Allocations among Members.  Except as otherwise provided for U.S. Federal income tax and capital account purposes, the profits and gains of the Company shall be divided and the losses, deductions, and credits of the Company shall be borne by the Members pro rata according to their ownership of units, subject to the next sentence.  The amounts distributable to the holders of Preferred Units shall be allocated to such holders at the time of each such allocation in accordance with such holders’ preferential right to receive distributions, and then the balance of the income, gain or losses, as applicable, shall be allocated to the holders of the Voting Units.

3.3Distributions of Assets.

3.3.1All distributions of assets of the Company, including cash, shall be made to the Members pro rata according to their ownership of units, subject to the rights of the Preferred Members.

3.3.2The Board of Managers shall determine, in its discretion, whether distributions of assets of the Company should be made to the Members, subject to the rights of the Preferred Members.  No distribution of assets may be made to a Member if, after giving effect to the distribution, all liabilities of the Company, other than liabilities to Members on account of their interests in the Company, would exceed the fair value of the Company’s assets.

3.3.3A Member has no right to demand and receive any distribution from the Company in any form other than cash.

ARTICLE 4

RULES RELATING TO THE MEMBERS

4.1Admission of New Members.  Subject to the second and third sentences of Section 4.2, (a) additional Voting Members may be admitted to the Company upon receiving the prior written consent of Members owning a majority of the outstanding Voting Units of the Company that are not owned by the transferring Member, if any, and  (b) additional Members (including transferees) shall be required to execute such documents as may be prescribed from time to time by the Board of Managers to reflect the agreement by the applicable holder of units to be bound by the terms hereof and to assume the obligations and liabilities of its transferor (predecessor in interest), if any, and become a Voting Member or Preferred Member, as applicable.

4.2Transfer of Interest.  No Member may sell, assign, or otherwise transfer all or any portion of its Voting Units, except with the prior written consent of Members owning a majority of the outstanding Voting Units of the Company that are not

4

owned by the transferring Member, if any.  Unless otherwise provided in the relevant conveyance documents or instruments, a sale, assignment or other transfer with respect to an undivided portion of a Member’s right, title and interest in and to all or a portion of its membership interest (and the corresponding units) shall convey the transferring Member’s status as a “Member” of the Company with respect to the right, title and interest (and units) so conveyed.  Any consent of the Voting Members to such a conveyance also shall be deemed a consent to the transferee’s admission as a Member, unless such consent shall provide to the contrary.

4.3Voting of Members.  Each Voting Member shall be entitled to one vote for each Voting Unit owned on any matter for which Voting Members are authorized to vote.  A Member may vote in person or by proxy at any meeting of Members.  Except as otherwise set forth in Section 5.3.2 or under the Act, all decisions of the Members shall be made (i) by a majority vote of the Voting Units present or represented by proxy at a properly called meeting of the Members at which a quorum is present, or (ii) by the written consent of Members holding a number of Voting Units sufficient to approve the action contemplated had such vote been taken at a meeting of the Voting Members.

4.4Meetings of Voting Members.

4.4.1Meetings of Voting Members shall be held at such time and place as may be determined by the Board of Managers or the Person or Persons calling the meeting.  However, all meetings of members shall be held in such locations as to avoid, to the extent possible, the necessity of the Company to qualify to do business in any jurisdiction.

4.4.2Subject to the second sentence of Section 4.4.1, an annual meeting of the Members may be held at such time and place as shall be determined by a resolution of the Board of Managers.

4.4.3Special meetings of the Members (including the Preferred Members) may be called by the Board of Managers or any Voting Member.

4.4.4Written notice stating the place, day, and time of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than one (1) day nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the Board of Managers or any other Person calling the meeting, to each Voting Member of record entitled to vote at such meeting.  A waiver of notice in writing, signed by the Voting Member before, at, or after the time of the meeting stated in the notice shall be equivalent to the giving of such notice.

4.4.5By attending a meeting, a Voting Member waives objection to the lack of

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notice or defective notice unless the Member, at the beginning of the meeting, objects to the holding of the meeting or the transacting of business at the meeting.  A Voting Member who attends a meeting also waives objection to consideration at such meeting of a particular matter not within the purpose described in the notice unless the Voting Member objects to considering the matter when it is presented.

4.5Quorum and Adjournment.  At least 50% of all Voting Units entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of Voting Members.  If a quorum is not represented at any meeting of the Voting Members, such meeting may be adjourned for a period not to exceed sixty (60) days at any one adjournment; provided, however, that if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each Voting Member entitled to vote at the meeting.

4.6Acts Requiring Approval of Members.  The following acts by the Company shall require the approval of the Voting Members in accordance with Sections 4.3 and (in the case of (f) below) 5.3.2: (a) any amendment to the Company’s Certificate of Formation; (b) the dissolution of the Company pursuant to Section 7.1.2; (c) the merger by the Company with or into any other entity unless the Company is the surviving entity; (d) subject to clause (b), the sale of all or substantially all of the Company’s assets except upon dissolution; (e) any increase or decrease in the number of Managers constituting the Board of Managers; (f) the election of Managers; or (g) the doing of any act that would otherwise make it impossible for the Company to carry on its ordinary business.  With the exception of clauses (b), (e) and (f) above, the consent of the Managers shall also be required for such actions.

ARTICLE 5

RULES RELATING TO MANAGERS

5.1General Powers.  Subject to Sections 4.6, 5.5.2 and 5.5.3, management and the conduct of the business of the Company shall be vested in the Board of Managers.  The Board of Managers may adopt resolutions to govern their activities and the manner in which they shall perform their duties to the Company.

5.2Qualifications of Managers.  Managers shall be natural persons eighteen (18) years of age or older.

5.3Number, Election, and Term.

5.3.1The Board of Managers shall consist of four (4) Managers, subject to increase or decrease in accordance with Section 4.6 hereof.

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5.3.2The Voting Members shall elect all Managers through the written consent of the holders of a majority of the Voting Members or at a duly held meeting of the Members Voting, all pursuant to Section 4.3.  The Voting Member hereby confirms the election of each of Réal Plourde, Brian Hannasch and Daniel Fiden as the Managers of the Company and the removal of any other Managers from such position.  All Managers shall hold office until their successors have been elected and qualified.  Any Manager may be removed at any time with no notice for any reason by the affirmative vote of Voting Members owning a majority of the outstanding Voting Units of the Company.

5.4Meetings and Voting.

5.4.1Meetings of the Board of Managers may be held at such time and place as the Board of Managers by resolution shall determine.

5.4.2Written notice of meetings of the Board of Managers shall be delivered at least twenty-four (24) hours before the meeting personally, by telecopier, or by mail.  A waiver of notice in writing, signed by a Manager before, at, or after the time of the meeting stated in the notice, shall be equivalent to the giving of such notice.

5.4.3By attending a meeting or executing a written consent of the Managers in lieu of meeting, a Manager waives objection to the lack of notice or defective notice unless, at the beginning of the meeting, the Manager objects to the holding of the meeting or the transacting of business at the meeting.  A Manager may participate at a meeting by telephone, provided that all participants can hear and be heard by all other participants.

5.4.4A majority of the Managers shall constitute a quorum at any meeting of the Board of Managers.

5.4.5All decisions of the Managers shall be made by a majority of the votes at a properly called meeting of the Board of Managers at which a quorum is present, or by the written consent of a majority of the Managers.

5.5Duties of Managers.

5.5.1The complete management, in all respects, of the Company shall be vested in the Board of Managers, subject to Sections 4.6, 5.5.2 and 5.5.3.  The Board of Managers shall have all necessary powers, authority, responsibilities to give effect to this provision, subject to the mandatory provisions of the Act.

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5.5.2The Board of Managers has appointed, and may continue to appoint, officers of the Company by resolution, and such officers shall have such titles, duties and authority as is stated in such resolution.  The Voting Member hereby confirms the election of all of the Company’s current officers.  In the absence of a statement of such duties and authority, the respective officer shall have the same duties and apparent authority as would an officer with such title in a Delaware corporation comparable in size to the Company.  Officers appointed in such manner shall hold their offices for such terms as are determined by the Board of Managers and shall hold office until their successors are appointed or they earlier resign or are removed by resolution of the Board of Managers.  Any officer may resign at any time upon written notice to the Company.  Any vacancy occurring in any office for any reason shall be filled by resolution of the Board of Managers.

5.5.3In its sole discretion and from time to time the Board of Managers may by resolution appoint one or more Managers to one or more committees and delegate to each committee any powers that may be exercised by the full Board of Managers.

5.6Devotion to Duty.  At all times during the term of a Manager, each Manager shall give reasonable time, attention, and attendance to, and use reasonable efforts in the business of the Company; and shall, with reasonable skill and power, exert himself or herself for the interest, benefit, and advantage of the Company; and shall truly and diligently pursue the Company’s objectives.

5.7Indemnification.  Managers, employees, and agents of the Company shall be indemnified by the Company to the fullest extent provided in or permitted by the Act, and shall be indemnified for any expenses, including attorneys’ fees, in the defense or prosecution of a claim against him or her in the capacity of Manager, employee, or agent.

ARTICLE 6

BOOKS

6.1Location of Records.  The books of the Company shall be maintained at the principal offices of the Company or at such other location directed by resolution of the Managers.

6.2Access to Records and Accounting.  Each Member shall at all times have access to the books and records of the Company for inspection and copying for purposes deemed reasonable by one or more Managers.  Each Member shall also be entitled:

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6.2.1To obtain from the Board of Managers upon reasonable demand for any purpose such information as is reasonably related to the Member’s interest in the Company;

6.2.2To have true and full information regarding the state of the business and financial condition and any other information regarding the affairs of the Company;

6.2.3To have a copy of the Company’s tax returns, if any, filed in any jurisdiction promptly after they are prepared; and

6.2.4To have a formal accounting of the Company affairs whenever circumstances render an accounting just and reasonable.

ARTICLE 7

DISSOLUTION

7.1Causes of Dissolution.The Company shall be dissolved upon the occurrence of any of the following events:

7.1.1the expiration of the period fixed for the duration of the Company in its Certificate of Formation, as the same may be amended or restated from time to time to include such information;

7.1.2a vote of holders of a majority of the Voting Units; or

7.1.3a judicial decree under the Act.

7.2Distribution of Assets.  In the event of a dissolution of the Company, the Board of Managers shall proceed with reasonable promptness to sell all of the assets owned by the Company and to liquidate the business of the Company.  Upon dissolution, the assets of the Company business shall be used and distributed in the following order:

7.2.1Any liabilities and liquidating expenses of the Company will first be paid; and then

7.2.2The reasonable compensation and expenses of the Board of Managers in liquidation shall be paid; and then

7.2.3The amount then remaining shall be paid or distributed to the Members pro rata according to their ownership of units within a class of Units, but subject to the priority distribution rights of the Preferred Members.

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ARTICLE 8

[Reserved]

ARTICLE 9

MISCELLANEOUS PROVISIONS

9.1Insurement.  This Agreement shall be binding upon the parties hereto and their respective successors and assigns, and each Person entering into this Agreement acknowledges that this Agreement constitutes the sole and complete representation made to it regarding the Company, its purpose and business, and that no oral or written representations or warranties of any kind or nature have been made regarding the investments by the Members in the Company, nor any promises, guarantees, or representations regarding income or profit to be derived from any future investment.

9.2Modification.  This Agreement may be modified from time to time as necessary only by the written agreement of the Company, acting through the vote or consent of its Managers, and the Voting Members (subject to the right of the Preferred Members to vote as a class as set forth in Exhibit A).  Any act to modify this Agreement shall be taken outside of Canada.

9.3Severability.  The provisions of this Agreement are severable and separate, and if one or more is voidable or void by statute or rule of law, the remaining provisions shall be severed therefrom and shall remain in full force and effect.

9.4Governing Law.  This Agreement and its terms are to be construed according to the laws of the State of Delaware.

9.5Counterparts.  This Agreement may be executed in counterparts and each such counterpart shall be deemed an original of the Agreement for all purposes.

9.6Notices.  All notices, consents, waivers, offers, requests, votes or other instruments or communications provided for under this Agreement (“Notices”) shall be in writing, signed by the parties giving the Notice, and shall be deemed properly given and effective when such Notice is actually received (with confirmation of same if sent by fax) or, unless otherwise provided in this Agreement, deposited in the United States mail, if sent by registered or certified mail, return receipt requested, first class postage and fees prepaid, addressed to the addresses as set forth on the signature page to this Agreement.  A Member or the Company may, from time to time, by Notice to the Members and the Company, specify a new address for the receipt of Notices.

[The remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have caused the execution and delivery hereof effective the day first written above.

3053854 Nova Scotia Company
as Voting Member
By:	/s/ [ILLEGIBLE]
Name:
Title:
3053854 Nova Scotia Company
as Preferred Member
By:	/s/ [ILLEGIBLE]
Name:
Title:
Mac’s Convenience Stores LLC
By:	/s/ Daniel Fiden
Name:		Daniel Fiden
Title:		Manager

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EXHIBIT A

TERMS OF PREFERRED UNITS

(1)Voting Rights:  To the extent the Act requires that Preferred Members vote, such vote will be as a class and the provisions of Sections 4.3 through 4.5 of this Agreement (to the extent applicable) shall apply within the class mutatis mutandis.  Except as provided in the preceding sentence, the holders of the Preferred Units, in such capacity, shall not be entitled (i) to receive notice of, (ii) to attend or vote at meetings of the Members of the Company, or (iii) to consent to any actions submitted to the Members of the Company for consent.  With respect to matters on which the Preferred Memers are entitled to vote by virtue of the Act, the Preferred Members shall have one vote per Preferred Unit held.

(2)Distributions.  The Preferred Members shall be entitled to receive, as and when declared by the board of directors, but always in preference and priority to any payment of dividends on the Voting Units and any other units ranking junior to the Preferred Units as to distributions, cumulative cash distributions at a rate equal to seven cents (US$0.07) per annum per Preferred Unit, which shall accrue and be payable annually in arrears on the last day of each fiscal year (as determined by the Board of Managers), commencing with the dividend accruing at the end of the first fiscal year ending after December 31, 2004, unless the Board of Managers determines to make an earlier distribution to the Members.  The Preferred Members shall not be entitled to any distribution in excess of the distribution hereinbefore provided for.  No distributions may be paid on the Voting Units until all accrued and unpaid distributions under this paragraph are paid to the Preferred Members.

(3)Liquidation Payment.  In the event of the liquidation, sale of all or substantially all of the Company’s assets, dissolution or winding-up of the Company, whether voluntary or involuntary, or other distribution of assets of the Company among the Members for the purpose of winding-up its affairs, the Preferred Members shall be entitled to receive for each Preferred Unit, in preference and priority to any distribution of the property or assets of the Company to the holders of the Voting Units and any other units ranking junior to the Preferred Units as to distributions, an amount equal to the Redemption Price (as defined in paragraph (7) below), but shall not be entitled to share any further in the distribution of the property or assets of the Company.

(4)Redemptions.  The Company or any or all holders of the Preferred Units may, in the manner hereinafter provided, redeem at any time all, or from time to time, any part of the outstanding Preferred Units on payment of the Redemption Price for each Preferred Unit to be redeemed.

(5)(a)Redemption Procedure.

1)Before redeeming any Preferred Units, (i) the Company or (ii) the applicable holder(s) of the Preferred Units seeking to redeem such Preferred Units (the “Redeeming Party”) shall mail or deliver to (i) each other Person who, at the date of such mailing or delivery, shall be a registered holder of Preferred Units to be redeemed, or (ii) the Company, respectively, notice of the intention of such Redeeming Party to redeem such Preferred Units held by (i) the Company or (ii) such registered holder, respectively; such notice shall be delivered to, or mailed by ordinary prepaid post addressed to, (i) the address of the chief executive office of the Company or (ii) the last address of such holder as it appears on the records of the Company, or in the event of the address of any such holder not appearing on the records of the Company, then to the last address of such holder known to the Company, at least one (1) day before the date specified for redemption; such notice shall set out the Redemption Price, the date on which the redemption is to take place and, if only part of the Preferred Units held by the applicable registered holder is to be redeemed, the number thereof so to be redeemed.

2)The Company shall pay or cause to be paid the Redemption Price to the registered holders of the Preferred Units being redeemed.  From and after the date specified for redemption in such notice, the holders of the Preferred Units being redeemed shall cease to be entitled to distributions in respect of such Preferred Units and shall not be entitled to exercise any of the rights of the holders thereof, except the right to receive the Redemption Price, unless payment of the Redemption Price shall not be made by the Company in accordance with the foregoing provisions, in which case the rights of the holders of such Preferred Units shall remain unaffected.  On or before the date specified for redemption, the Company shall have the right to deposit the aggregate Redemption Price of the Preferred Units being redeemed in a special account with any bank in the United States or Canada, to be paid, without interest, to or to the order of the respective holders of such Preferred Units being redeemed on the date specified in the applicable notice and, upon such deposit being made or upon the date specified for redemption, whichever is later, the Preferred Units in respect whereof such deposit shall have been made, shall be deemed to be redeemed and the rights of the respective holders thereof, after such deposit or after such redemption date, as the case may be, shall be limited to receiving, out of the moneys so deposited, without interest, the Redemption Price applicable to their respective Preferred Units.

3)If less than all the Preferred Units are to be redeemed by the Company, the units to be redeemed shall be redeemed pro rata, unless the holders of a majority of the then-outstanding Preferred Units agree to the adoption of another method of selection of the Preferred Units to be redeemed.

(b)Legal Limitation.  Neither the Company nor any registered holder of Preferred Units may effect a redemption on any date unless the assets of the Company on such date are sufficient to pay all of the holders of the outstanding

Preferred Units being redeemed on such date the full amounts to which they are entitled in compliance with the Act and other applicable law.

(6)The Company may purchase for cancellation at any time all, or from time to time any part, of the Preferred Units outstanding, by private contract at any price, with the consent of the holders of a majority of the Preferred Units then outstanding, or by invitation for tenders addressed to all the holders of the Preferred Units at the lowest price at which, in the opinion of the directors, such Preferred Units are obtainable but not exceeding the Redemption Price thereof.

(7)For the purposes of this Exhibit A, the “Redemption Price” of each Preferred Unit shall be an amount equal to One Dollar (US$1.0) per Preferred Unit, being the value of the consideration to be received by the Company upon the issuance of such Preferred Unit, plus all accrued and unpaid dividends on each Preferred Unit.

* * *

EX-3.21

Exhibit 3.21

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 02/26/1993

713057001 — 2327194

CERTIFICATE OF INCORPORATION
OF CIRCLE K HOLDINGS, INC.
(a Delaware Corporation)

FIRST:The name of the corporation is Circle K Holdings, Inc. (the “Corporation”).

SECOND:The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, in the City of Wilmington, county of New Castle and the name of its registered agent at that address is Corporation Service Company.

THIRD:The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:The Corporation shall be authorized to issue one class of stock to be designated “Common Stock.”  The total number of shares which the Corporation shall have authority to issue is 10,000, and each such share shall have a par value of $.01.

FIFTH:The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

SIXTH:The name and mailing address of the incorporator of the Corporation is:

Jane S. Krayer

Corporation Service Company

1013 Centre Road

Wilmington, DE 19805

SEVENTH:In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the bylaws of the Corporation.

EIGHTH:The directors and officers of the Corporation shall be indemnified by the Corporation and held harmless for good faith actions to the fullest extent allowed under the Delaware General Corporation Law.  The directors and officers of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages except for liability:  for any breach of the duty of loyalty to the Corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for actions described under § 174 of the Delaware General Corporation

Law, or for any transaction from which the director or officer derived any improper personal benefit.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the Delaware General Corporation Law, does make and file this Certificate.

DATED:  February 26, 1993.

/s/ Jane S. Krayer

NA93060.059

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/13/1993

713194012 — 2327194

AMENDED
AND
RESTATED
CERTIFICATE OF INCORPORATION
OF
CIRCLE K HOLDINGS, INC.

The undersigned, for the purpose of amending and restating the Certificate of Incorporation of Circle K Holdings, Inc., a Delaware corporation (the “Corporation”), does hereby certify that:

(1)The name of the Corporation is Circle K Holdings, Inc.

(2)The date of filing of its original Certificate of Incorporation with the Secretary of State of Delaware was February 26, 1993.

(3)The Corporation has not received any payment for any of its stock.

(4)This Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors as of July 12, 1993, pursuant to Section 241 and Section 245 of the Delaware General Corporation Law.

(5)The Certificate of Incorporation of Circle K Holdings, Inc. is hereby amended and restated in its entirety as follows:

FIRST:The name of the Corporation (hereinafter called the “Corporation”) is CIRCLE K HOLDINGS, INC.

SECOND:The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, City of Wilmington 19805, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service company.

THIRD:The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

FOURTH:The total number of shares of stock which the Corporation shall have authority to issue is Three Million One Hundred Sixteen Thousand (3,116,000).  Six Hundred Fifty

Thousand (650,000) of said shares shall be designated as shares of Class A Stock, all of which shall be of the same series with $.01 par value per share.  Nine Hundred Thousand (900,000) of said shares shall be designated as Class C Stock all of which shall be of the same series with $.01 par value per share.  Eight Thousand (8,000) of said shares shall be designated as Class D Stock all of which shall be of the same series with $.01 par value per share. One Million Five Hundred Fifty-Eight Thousand (1,558,000) of said shares shall be designated as Common Stock, all of which shall be of the same series with $.01 par value per share.  The shares of each class of stock of the Corporation shall be issued as a class, without series.  Each such class may have such voting powers, full or limited, including the right to have more or less than one vote per share, or no voting powers, and such designations, preferences, dividend rights and other special rights, qualifications, limitations and restrictions as shall be stated and expressed in a resolution or resolutions of the Board of Directors and filed with the Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law.

FIFTH:The name and the mailing address of the incorporator is as follows:

NAME	MAILING ADDRESS
Jane S. Krayer	Corporation Service Company
	1013 Centre Road
	Wilmington, DE 19805

SIXTH:The Corporation is to have perpetual existence.

SEVENTH:Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under § 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholder’s or class of stockholders of this Corporation, as the case may be, agree to

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any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

EIGHTH:For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation, and regulation of the powers of the Corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1.The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors.  The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws.  The phrase “whole Board” and the phrase “total number of the directors” shall be deemed to have the same meaning, to wit, the total number of directors which the Corporation would have if there were no vacancies.  No election of directors need be by written ballot unless required by the Bylaws of the Corporation.

2.             After the original or other Bylaws of the Corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of § 109 of the Delaware General Corporation Law, and, after the Corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the Corporation may be exercised by the Board of Directors of the Corporation.

3.             No outstanding share of any class of stock which is denied voting power under the provisions of the Certificate of Incorporation or a Certificate of Designation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as may be specified in the Certificate of Incorporation or a Certificate of Designation or as the provisions of paragraph (2) of subsection (b) of § 242 of the Delaware General Corporation Law shall otherwise require; provided, that such paragraph of the Delaware General Corporation Law shall not entitle the holder of a share of any class of stock to vote on the increase of the number of authorized shares of such class of stock or the decrease of the

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number of authorized but not outstanding shares of such class of stock, if such class of stock is not a class of stock that has general voting powers including, without limitation, the power to elect directors.

NINTH:To the fullest extent permitted by the Delaware General Corporation Law as the same may be amended or supplemented, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.  If the Delaware General Corporation Law is amended after the date of the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended from time to time.  No repeal or modification of this Article NINTH by the stockholders shall adversely affect any right or protection of a director of the Corporation existing by virtue of this Article NINTH at the time of such repeal or modification.

TENTH:From time to time and subject to the provisions of any Certificate of Designation filed by the Board any of the provisions of this Certificate of Incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article TENTH.

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IN WITNESS WHEREOF, the undersigned have executed this Restated Certificate of Incorporation under seal and on behalf of Circle K Holdings, Inc. and have attested such execution and do verify and affirm, under penalties of perjury, that this Restated Certificate of Incorporation is the act and deed of the Corporation and that the facts stated herein are true as of this 12th day of July, 1993.

				CIRCLE K HOLDINGS, INC.
		By	/s/ Savio W. Tung
			Savio W. Tung
			President
[SEAL]
Attest:
By	/s/ Andrea Assarat
	Andrea Assarat
	Secretary

5

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/26/1993

713207001 — 2327194

CERTIFICATE OF DESIGNATION
OF
CIRCLE K HOLDINGS, INC.

Pursuant to Section 151 of the
General Corporation Law of
the State of Delaware

Circle K Holdings, Inc., a Delaware corporation (the “Corporation”), hereby certifies that, pursuant to authority contained in Article Fourth of its Amended and Restated Certificate of Incorporation, dated July 13, 1993 and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation (the “Board”) has adopted the following resolution setting forth the preferences and rights of Class A Stock, Class C Stock, Class D Stock and Common Stock, respectively:

RESOLVED, that the Board hereby specifies the following preferences, rights, qualifications and limitations:

1.Definitions. As used herein the following terms shall have the following meanings:

“Affiliate”, with respect to a Class D Stockholder that is a juridical entity, means (i) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Class D Stockholder or (ii) any Person who is a director or officer (a) of such Class D Stockholder, (b) of any subsidiary of such Class D Stockholder or (c) of any Person described in clause (i) above.  For purposes of this definition, “control” of a Person shall mean the power, directly or indirectly, (y) to vote fifty percent (50%) or more of the securities having ordinary voting power for the election of directors of such Person whether by ownership of securities, contract, proxy or otherwise, or (z) to direct or cause the direction of the management and policies of such Person whether by ownership of securities, contract, proxy or otherwise.

“Board” means the Board of Directors of the Corporation.

“Business Day” means any day other than a Saturday, Sunday, federal holiday or other day on which commercial banks in New York City are authorized or required to close under the laws of the State of New York.

“Certificate” means this Certificate of Designation of the Corporation.

“Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of the Corporation, dated July 13, 1993.

“Change of Control” means a change of control of the Corporation, whether such change of control occurs in a single transaction or a series of transactions; for purposes hereof the phrase “change of control of the Corporation” means (i) the sale of more than fifty percent (50%) of the outstanding shares of Class D Stock or Common Stock (other than a sale or transfer to Permitted Transferees); (ii) a sale of all or substantially all of the assets of the Corporation; (iii) the issuance by the Corporation subsequent to July 26, 1993 of additional shares of Class D Stock or Common Stock such that, after such issuance, such additional shares, in the aggregate, constitute more than fifty percent (50%) of the issued and outstanding shares of Stock of the Corporation which entitle the holder to one vote for each share of such Stock held on all matters as to which Stockholders may be entitled to vote pursuant to the Delaware General Corporation Law; or (iv) a merger, consolidation or recapitalization of the Corporation as a result of which the ownership of the Class D Stock or Common Stock of the Corporation (or the voting stock of the surviving corporation, if the Corporation is not the survivor) is changed to the extent of more than fifty percent (50%).

“Class A Stock” has the meaning set forth in Section 2.

“Class C Stock” has the meaning set forth in Section 2.

“Class D Stock” has the meaning set forth in Section 2.

“Class A Stockholder” means a record holder of one or more shares of Class A Stock.

“Class C Stockholder” means a record holder of one or more shares of Class C Stock.

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“Class D Stockholder” means a record holder of one or more shares of Class D Stock.

“Common Stock” has the meaning set forth in Section 2.

“Common Stockholder” means a record holder of one or more shares of Common Stock.

“Conversion Date” has the meaning set forth in Section 6.

“Corporation” means Circle K Holdings, Inc.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Initial Public Offering” means the effectiveness of a registration statement under the Securities Act covering any of the Stock, and the completion of a sale of such Stock thereunder, if as a result of such sale (i) the Corporation becomes a reporting company under Section 12(b) or 12(g) of the Exchange Act, and (ii) the Stock is traded on the New York Stock Exchange or the American Stock Exchange, or quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or securities system.

“IPO Date” means the closing date of the Initial Public Offering.

“IPO Maximum Amount” has the meaning set forth in Section 9(c).

“IPO Pro Rata Amount” has the meaning set forth in Section 9(b).

“Non-Redeemable Shares” means all shares of Class A or Class C Stock that have been previously sold pursuant to a Tag-Along Transfer other than pursuant to a Single Transaction Sale.

“Notice Date” has the meaning set forth in Section 4(b).

“Other Stockholders” has the meaning set forth in Section 4(a).

“Permitted Transferee” with respect to a Transfer by a Class D Stockholder, means (1) with respect to

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any Class D Stockholder who is a natural person, a Transfer to (a) such Stockholder’s spouse or issue, or (b) a trust the beneficiaries of which, and a partnership the limited and general partners of which, include only the Class D Stockholder, his spouse or issue; and (ii) with respect to any Class D Stockholder that is a juridical entity, a Transfer to (A) an Affiliate of such Class D Stockholder; or (B) another Class D Stockholder or its Affiliates, provided such other Class D Stockholder did not acquire its shares or Class D Stock pursuant to a Tag-Along Transfer.

“Person” means any natural person, partnership, corporation, trust or incorporated organization or a government or a political subdivision thereof.

“Proposed Purchase Amount” has the meaning set forth in Section 4(a).

“Proposed Transferee” has the meaning set forth in Section 4(a).

“Proposed Transferor” has the meaning set forth in Section 4(a).

“Redemption Date” has the meaning set forth in Section 5(d).

“Registration Acceptance Notice” has the meaning set forth in Section 9(e).

“Registration Notice” has the meaning set forth in Section 9(b).

“Registration Notice Date” has the meaning set forth in Section 9(b).

“Sale of the Corporation” means the sale of the Corporation whether such sale occurs pursuant to (i) the sale of one hundred percent (100%) of the outstanding shares of Stock; (ii) a sale of all or substantially all of the assets of the Corporation; or (iii) a merger, consolidation or recapitalization of the Corporation as a result of which the ownership of the Stock of the Corporation (or the voting stock of the surviving corporation, if the Corporation is not the survivor) is changed to the extent of one hundred percent (100%).

“SEC” means the Securities and Exchange Commission.

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“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Single Transaction Sale” means a Sale of the Corporation in a single transaction.

“Staggered Sale” means a Sale of the Corporation in more than one transaction, each such transaction also being referred to individually as a “Staggered Sale,”

“Stock” has the meaning set forth in Section 2.

“Stockholder” means a record holder of one or more shares of Class A Stock, Class C Stock, Class D Stock or Common Stock.

“Tag-Along Acceptance Date” has the meaning set forth in Section 4(c).

“Tag-Along Notice” has the meaning set forth in Section 4(c).

“Tag-Along Pro Rata Amount” has the meaning set forth in Section 4(a).

“Tag-Along Redemption Price” has the meaning set forth in Section 5(a).

“Tag-Along Transfer” has the meaning set forth in Section 4(a).

“Transfer”, with respect to any share of Stock, means the sale, assignment, pledge, hypothecation, gift or other disposition whatsoever (other than pursuant to the Initial Public Offering or pursuant to the redemption by the Corporation or the conversion by the Holder of any such share of Stock, in either case in accordance with the terms of this Certificate) of such share, or the encumbrance or granting of any rights or interests whatsoever in or with respect to such share.

“Transfer Notice” has the meaning set forth in Section 4(b).

“Warrant Date” means, (i) if the Warrant Triggering Event is the Initial Public Offering, the IPO Date, or (ii) if the Warrant Triggering Event is a Sale of the Corporation, the closing date of (A) the Single

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Transaction Sale, if the Sale of the Corporation is pursuant to a Single Transaction Sale; or (B) the Staggered Sale that causes a Sale of the Corporation to occur, if the Sale of the Corporation is pursuant to a series of Staggered Sales.

“Warrant Holder(s)” means the Holder(s) of the Warrants.

“Warrant Redemption Price” has the meaning set forth in Section 5(b).

“Warrant Shares” means the shares of Common Stock purchasable by the Warrant Holder(s) pursuant to the exercise of the Warrants.

“Warrant Triggering Event” means (i) an Initial Public Offering or (ii) a Sale of the Corporation, whether such sale occurs pursuant to a Single Transaction Sale or a series of Staggered Sales.

“Warrant” means that certain Warrant issued by the Corporation on July 26, 1993 which entitles the Warrant Holder(s), upon the occurrence of a Warrant Triggering Event, to purchase the number of shares of the Common Stock of the Corporation specified therein.

2.             Designation and Number. As set forth in the Certificate of Incorporation, the first class of stock of the Corporation shall have a par value of $0.01 per share and shall be designated as “Class A Stock” and the number of shares constituting such class shall be 650,000.  The second class of stock of the Corporation shall have a par value of $0.01 per share and shall be designated as “Class C Stock” and the number of shares constituting such class shall be 900,000.  The third class of stock of the Corporation shall have a par value of $0.01 per share and shall be designated as “Class D Stock” and the number of shares constituting such class shall be 8,000.  The fourth class of stock of the Corporation shall have a par value of $0.01 per share and shall be designated as “Common Stock” and the number of shares constituting such class shall be 1,558,000.  The Class A Stock, Class C Stock, Class D Stock and Common Stock are sometimes referred to collectively herein as the “Stock”.  The Corporation may, by an amendment to the Certificate of Incorporation duly adopted, increase or decrease, at any time and from time to time (but not below the number of shares of Class A Stock, Class C Stock, Class D Stock or Common Stock then outstanding), the number of authorized shares of Class A Stock, Class C Stock, Class D Stock or Common Stock, as the case may be.  Shares of Stock redeemed, purchased or otherwise acquired by the Corporation

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pursuant to the terms hereof shall be retired and shall revert to authorized but unissued Class A Stock, Class C Stock, Class D Stock or Common Stock, as the case may be.

3.Restrictions on Transfer.

(a)Except for Transfers to a Permitted Transferee, no Class D Stockholder shall Transfer any share of the Class D Stock owned by such Class D Stockholder except in accordance with the terms of this Certificate including, without limitation, the terms of Section 4 hereof.  Any Transfer or attempt to Transfer any share of Class D Stock in violation of the terms and conditions of this Certificate shall be null and void and of no force and effect, the transferee thereof shall not be deemed to be the registered holder thereof nor entitled to any rights with respect thereto, and the Corporation shall refuse to Transfer any of such Class D Stock on its books to such alleged transferee.

(b)No Stockholder shall Transfer any shares of Stock (including Class D Stockholders who wish to Transfer shares of Class D Stock to a Permitted Transferee) unless such Transfer complies with the conditions specified in this Section 3(b), which are intended to ensure compliance with the provisions of the Securities Act.  Prior to any Transfer, the holder of the shares of Stock proposed to be Transferred shall give written notice to the Corporation of such holder’s intention to effect such Transfer.  Each such notice shall describe the manner and circumstances of the proposed Transfer in sufficient detail, and, if requested by the Corporation, shall be accompanied by either (i) a written opinion of legal counsel who is reasonably satisfactory to the Corporation, addressed to the Corporation and reasonably satisfactory in form and substance to the Corporation’s counsel, to the effect that the proposed Transfer may be effected without registration under the Securities Act and qualification under applicable state securities laws, or (ii) a “no action” letter from the SEC to the effect that the Transfer of such securities without registration under the Securities Act will not result in a recommendation by the staff of the SEC that action be taken with respect thereof, or a combination of (i) and (ii) above, whereupon the holder of such shares of Stock shall be entitled to Transfer such shares in accordance with the terms of this Certificate and the written notice delivered by the holder to the Corporation.  Each certificate evidencing the shares of Stock Transferred as above provided shall bear the appropriate restrictive legend set forth in Section 10, provided that, following the Initial Public Offering, such certificates shall bear the

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legend set forth in Section 10 or another legend only if, in the opinion of counsel to the Corporation, the imposition of such legend is required under the Securities Act or other applicable law.  Any purported Transfer in violation of this Section 3(b) shall be null and void and of no force or effect, and the Corporation shall not record any such Transfer on its stock transfer books.  The restrictions on Transfer contained in this Section 3(b) shall not apply to Transfers of shares of Stock (i) in the Initial Public Offering; or (ii) following the Initial Public Offering, provided that such Transfer is made in compliance with the Securities Act and applicable state securities laws and in accordance with any restrictions on transfer contained in any restrictive legend set forth on the certificates representing such shares.

4.             Tag-Along Rights.

(a)Transfer by Class D Stockholders.  If, other than in connection with the Initial Public Offering, any Class D Stockholder or Stockholders (for purposes of this Section 4, singularly or collectively, the “Proposed Transferor”), at any time or from time to time in one transaction or in a series of transactions, desires to enter into an agreement (whether oral or written) to Transfer its shares of Class D Stock or any part thereof to any Person other than a Permitted Transferee (“the Proposed Transferee”), such proposed Transfer shall be deemed a “Tag-Along Transfer” and shall only be permitted if, in connection therewith, each of the Class A and Class C Stockholders (collectively, the “Other Stockholders”) shall have the right, but not the obligation, to cause the Proposed Transferor to require, as a condition to such Tag-Along Transfer, that the Proposed Transferee purchase from each such Other Stockholder up to the number of shares (the “Tag-Along Pro Rata Amount”) of Class A or Class C Stock derived by multiplying the total number of shares of Class A or Class C Stock, as the case may be, owned by such Other Stockholder by a fraction, the numerator of which is equal to the number of shares of Class D Stock that is proposed to be Transferred by the Proposed Transferor to the Proposed Transferee (the “Proposed Purchase Amount”) and the denominator of which is the total number of shares of Class D Stock (other than shares of Class D Stock that have previously been Transferred pursuant to a Tag-Along Transfer) outstanding as of the Notice Date (as defined in Section 4(b)).  All Tag-Along Transfers by Other Stockholders shall be on the same terms and conditions (with such changes as are necessary to apply such terms and conditions to a sale by such Other Stockholders) as the proposed Tag-Along Transfer by the Proposed Transferor.

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provided that no Other Stockholder may be required to make any representation or warranty in connection with the Tag-Along Transfer other than as to its ownership and authority to Transfer the shares of Stock to be Transferred by it, free and clear of any and all liens and encumbrances and in compliance with all applicable laws.

(b)Transfer Notice.  The Proposed Transferor participating in a Tag-Along Transfer shall promptly (and in any event at least 30 Business Days prior to the closing date thereof) provide the Corporation and the Other Stockholders with written notice (the “Transfer Notice”) of the proposed Tag-Along Transfer containing the following:

(i)            the name and address of the Proposed Transferor and the Proposed Transferee;

(ii)the Proposed Purchase Amount;

(iii)          the proposed amount and form of consideration to be paid for such shares of Class D Stock, the terms and conditions of payment offered by the Proposed Transferee and the closing date for the proposed Tag-Along Transfer;

(iv)the aggregate number of shares of Class A or Class C Stock, as the case may be, held of record as of the date the Transfer Notice is sent (the “Notice Date”) by the Other Stockholder to whom the notice is sent;

(v)the aggregate number of shares of Class A or Class C Stock, as the case may be, held of record as of the Notice Date by all Other Stockholders as a group;

(vi)the Tag-Along Pro Rata Amount; and

(vii)         a statement confirming that the Proposed Transferee has been informed of the tag-along rights provided for in this Certificate.

Upon written request by the Proposed Transferor, the Corporation shall provide to the Proposed Transferor the information referred to in (iv) and (v) above for inclusion in the Transfer Notice and such other information as may be required to enable the Proposed Transferor to comply with the terms of this Section 4(b).

(c)Tag-Along Notice.  Each Other Stockholder desiring to participate in the proposed Tag-Along Transfer

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shall provide a written notice (the “Tag-Along Notice”) to the Proposed Transferor on or before the expiration of 10 Business Days after the Notice Date (the “Tag-Along Acceptance Date”) stating the number of shares held by such Other Stockholder (up to its Tag-Along Pro Rata Amount) to be included in the proposed Tag-Along Transfer on the terms and conditions specified in the Transfer Notice.  The Tag-Along Notice given by each Other Stockholder shall constitute such Other Stockholder’s binding agreement to include a number of shares equal to its Tag-Along Pro Rata Amount (or such lesser amount as stated in the Tag-Along Notice) in the Tag-Along Transfer on the terms and conditions specified in the Transfer Notice and in this certificate.  If the Proposed Transferee does not purchase all of the shares of Stock of the Proposed Transferor and the Other Stockholders included in such proposed Tag-Along Transfer, then the proposed Tag-Along Transfer to such Proposed Transferee shall be prohibited and any attempt to consummate the proposed Tag-Along Transfer shall be null and void and of no force and effect.

(d)Each Proposed Transferor and each Other Stockholder whose shares are sold in a Tag-Along Transfer shall be required to bear its pro rata share, based on the number of shares included in such Tag-Along Transfer, of the expenses of the transaction including, without limitation, legal, accounting and investment banking fees and expenses.

(e)The provisions of this Section 4 shall not apply to a subsequent Transfer of any share of Class D Stock that has previously been the subject of a completed Tag-Along Transfer which complied with the provisions of this Section 4.

5.Redemption.

(a)The number of shares of Class A or Class C Stock equal to the difference between (i) the number of shares included in any Tag-Along Transfer by the Class A or Class C Stockholders pursuant to Section 4 and (ii) the Tag-Along Pro Rata Amount for each such Class A or Class C Stockholder shall be redeemed by the Corporation out of funds legally available therefor pro rata from each of the Class A and Class C Stockholders who elected to include in the Tag-Along Transfer a number of shares of Stock less than the number of shares that constitute their Tag-Along Pro Rata Amount or any such Stockholders that did not elect to participate in a Tag-Along Transfer at a redemption price (the “Tag-Along Redemption Price”) for each share of Class A or Class C Stock so redeemed equal to the per share price paid for the Class D Stock by the Proposed Transferee less

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such Other Stockholder’s pro rata share, based on the number of shares of Stock so redeemed from such Other Stockholder, of the expenses of the Tag-Along Transfer including, without limitation, legal, accounting and investment banking fees and expenses.  The provisions of this Section 5(a) shall not apply to the Non-Redeemable Shares.

(b)If the Warrant Holder(s) exercise(s) the Warrant(s), the Corporation shall redeem from the Class A Stockholders pro rata based on the number of shares of such Class A Stock then owned by each such Stockholder out of funds legally available therefor a number of shares of Class A Stock equal to the Warrant Shares at a redemption price (the “Warrant Redemption Price”) equal to the par value of each share of Class A Stock so redeemed.  The provisions of this Section 5(b) shall not apply to the Non-Redeemable Shares.  If a redemption pursuant to this Section 5(b) occurs as a result of a Sale of the Corporation, such redemption shall occur, or shall be deemed to occur, immediately prior to any redemption pursuant to Section 5(a) hereof.

(c)The shares of Class A and Class C Stock redeemed by the Corporation pursuant to (i) a Section 5(a) mandatory redemption pursuant to a Tag-Along Transfer that constitutes a Sale of the Corporation or (ii) a Section 5(b) mandatory redemption shall, on the Redemption Date (as defined in Section 5(d)), be retired and upon such retirement shall automatically revert to authorized but unissued shares of Class A or Class C Stock, as relevant, and the Corporation shall, on the Redemption Date, but immediately after such redemption, to the extent required by the Warrant or the documentation pursuant to which the Sale of the Corporation is effected, issue to (A) the Proposed Transferee, in the case of a Section 5(a) mandatory redemption pursuant to a Tag-Along Transfer that constitutes a Sale of the Corporation and/or  (B) the Warrant Holder(s), in the case of a Section 5(b) mandatory redemption, a number of shares of Common Stock equal to (1) the number of shares of Class A of Class C Stock so redeemed, in the case of a Section 5(a) mandatory redemption pursuant to a Tag-Along Transfer that constitutes a Sale of the Corporation and/or (2) the Warrant Shares, in the case of a Section 5(b) mandatory redemption.  The shares of Class A or Class C Stock redeemed by the Corporation pursuant to a Section 5(a) mandatory redemption pursuant to a Tag-Along Transfer that does not constitute a Sale of the Corporation shall, on the Redemption Date, be retired and upon such retirement shall automatically revert to authorized but unissued shares of Class A or Class C Stock, as relevant, and the Corporation shall, on the Redemption Date, but immediately after such

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redemption, issue to the Proposed Transferee a number of shares of Class A or Class C Stock equal to the number of shares of such classes of Stock so redeemed.  Upon any issuance of shares of Class A or Class C Stock equal to the number of shares of such class of stock redeemed pursuant to a Section 5(a) mandatory redemption, the Corporation shall receive from the Proposed Transferee as the purchase price for such shares an amount equal to the Tag-Along Redemption Price.

(d)The Corporation shall give to each holder of record of the shares of Class A or Class C Stock to be redeemed pursuant to the terms of this Section 5 prior written notice of such redemption not less than two Business Days prior to the date such shares will be redeemed (the “Redemption Date”) which (i) in the case of a redemption pursuant to Section 5(a) shall be the closing date of the Tag-Along Transfer and (ii) in the case of a redemption pursuant to Section 5(b) shall be the Warrant Date.  Each such notice shall state:  (A)  the Redemption Date;  (B)  the total number of shares of the Class A or Class C Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder;  (C)  the Tag-Along Redemption Price or the Warrant Redemption Price, an relevant; and  (D)  the fact that the certificates for the shares subject to redemption are to be surrendered in exchange for payment of the Tag-Along Redemption Price or Warrant Redemption Price, as relevant, at the principal office of the Corporation or at such other place as the Corporation shall designate.

(e)On the Redemption Date, the shares of Class A or Class C Stock required to be redeemed pursuant to the terms of this Section 5 shall be deemed to have been so redeemed, notwithstanding that the certificates representing such Class A or Class C Stock shall not have been surrendered at the principal office of the Corporation or such other place as the Corporation may have designated or that notice from the Corporation shall not have been given by the Corporation or, if given, shall not have been received by any holder of Class A or Class C Stock whose shares of Stock are to be so redeemed.  All certificates representing the redeemed shares of Class A or Class C Stock, including all certificates not so delivered by such Class A or Class C Stockholders, shall be, or shall be deemed to be, canceled by the Corporation as of the Redemption Date and shall thereafter no longer be of any force or effect.

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6.             Conversion.

If the Initial Public Offering or a Sale of the Corporation (whether pursuant to a Single Transaction Sale or a series of Staggered Sales) occurs, each issued and outstanding share of Class A, Class C and Class D Stock not otherwise redeemed by the Corporation pursuant to the mandatory redemption provisions of Section 5(a) or 5(b) hereof shall automatically convert into one share of Common Stock effective on the Redemption Date (or, in the case of an Initial Public Offering in which no Redemption Date occurs, the IPO Date), but immediately after the redemptions and issuances described in Section 5 (the “Conversion Date”).  Prior to or on the Conversion Date, each holder of shares of Class A, Class C or Class D Stock shall surrender such holder’s certificates evidencing such shares at the principal office of the Corporation or at such other place as the Corporation shall designate to such holder in writing at least 10 Business Days prior to the Conversion Date, and shall, within 10 Business Days after the Conversion Date, be entitled to receive from the Corporation certificates evidencing the number of shares of Common Stock into which such shares of Class A, Class C or Class D Stock are converted.  On the Conversion Date, each holder of shares of Class A, Class C or Class D Stock shall be deemed to be a holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such Class A, Class C or Class D Stock shall not have been surrendered at the principal office of the Corporation or such other place as the Corporation may have designated, that notice from the Corporation shall not have been given or, if given, shall not have been received by any holder of shares of Class A, Class C or Class D Stock, or that certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder.  All certificates representing the converted shares of Class A, Class C or Class D Stock, including all certificates not so delivered by such Class A, Class C or Class D Stockholders, shall be, or shall be deemed to be, canceled by the Corporation as of the Conversion Date and shall thereafter no longer be of any force or effect.

7.             Voting Rights.

(a)Holders of shares of Class D Stock and Common Stock shall be entitled to one vote for each share of such stock held on all matters as to which stockholders may be entitled to vote pursuant to the Delaware General Corporation Law.

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(b)Prior to a Change of Control, holders of Class A or Class C Stock shall not have any voting rights, except that the holders of the Class A and Class C Stock shall have the right to one vote for each share of such stock held as to (i) the approval of any amendment, or the alteration or repeal, whether by merger, consolidation or otherwise, of any provision of this Certificate or the Certificate of Incorporation that would increase or decrease the par value of the shares of the Class A or Class C Stock, or alter or change the powers, preferences, or special rights of the shares of the Class A or Class C Stock, so as to affect such holders adversely, provided that each such holder of Class A or Class C Stock shall only have the right to vote on such matters affecting the Class A or Class C Stock, as relevant; and (ii) any other matters required under the laws of the State of Delaware; provided, however, that unless otherwise required by the terms of this Certificate, paragraph (2) of subsection (b) of §242 of the Delaware General Corporation Law shall not entitle the holder of a share of such Class A or Class C Stock to vote on the increase of the number of authorized shares of such class of Stock or the decrease of the number of authorized but not outstanding shares of such class of Stock.

(c)Effective upon a Change of Control, holders of shares of Class A or Class C Stock shall be entitled to one vote for each share of such stock held on all matters as to which Stockholders may be entitled to vote pursuant to the Delaware General Corporation Law.

8.             Liquidation Rights.

(a)Upon the liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, each holder of Class A or Class C Stock shall be entitled to receive in full out of the net assets of the Corporation or the proceeds thereof available for distribution to Stockholders, before any payment or distribution shall be made or set aside for payment on the Class D or Common Stock upon such liquidation, dissolution or winding up, the amount of $0.001 per share.  Such distribution shall be allocated pro rata according to the number of shares of Class A or Class C Stock held by each Stockholder.  Following such distribution, any subsequent payment or distribution upon such liquidation, dissolution or winding up shall be allocated pro rata based upon the number of shares of Stock held by each Stockholder.

(b)None of the sale, transfer, conveyance or lease of all or substantially all of the property or business of the Corporation, the merger or consolidation of

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the Corporation into or with any other corporation or the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 8.

(c)In the event the assets of the Corporation or the proceeds thereof available for distribution to the holders of shares of the Class A or Class C Stock upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled, no distribution shall be made on any shares of the Corporation’s Class D or Common Stock.

9.             Registration Rights.

(a)Initial Public Offering.  If, in its sole discretion, the Board determines that the Initial Public Offering shall include shares of Stock held by Stockholders, the Corporation shall offer to all Stockholders the opportunity to include in the registration statement to be filed with the SEC in connection with the Initial Public Offering a number of shares of Stock determined by allocating the total number of shares to be sold by the Stockholders in such Initial Public Offering pro rata among all of the Stockholders based on the respective numbers of shares of Stock owned by such Stockholders at such time.

(b)Registration Notice.  The Corporation shall as soon as practicable (and in no event less than 30 Business Days prior to the proposed effective date of the registration statement) provide all Stockholders with written notice (the “Registration Notice”) of the proposed Initial Public Offering containing the following:

(i)            the estimated effective date of the registration statement and the estimated IPO Date;

(ii)the estimated per-share offering price, underwriting discounts and commissions and net proceeds to the selling Stockholders;

(iii)the aggregate number of shares of Class A, Class C or Class D Stock, as the case may be, held of record as of the date of the Registration Notice (the “Registration Notice Date”) by the Stockholders; and

(iv)          the maximum number of shares (the “IPO Pro Rata Amount”) of Common Stock such Stockholder would be entitled to include in the registration statement,

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calculated in accordance with Section 9(a) above, if all Stockholders were to elect to include their IPO Pro Rata Amount in such registration statement.

(c)Registration Acceptance.  Each Stockholder desiring to participate in the proposed Initial Public Offering shall provide written notice (the “Registration Acceptance Notice”) to the Corporation within 15 Business Days of the Registration Notice Date.  The Registration Acceptance Notice shall set forth the maximum number of shares (the “IPO Maximum Amount”) of Common Stock, if any, such Stockholder desires to include in the proposed Initial Public Offering, which may be a smaller or larger number of shares than the number of shares that constitute the IPO Pro Rata Amount.  The Registration Acceptance Notice given by any Stockholder shall constitute such Stockholder’s binding agreement to include a number of shares equal to the IPO Maximum Amount in the Initial Public Offering, provided that the net proceeds per share (after deduction of underwriting discounts and commissions) to be realized in the Initial Public Offering are not less than ninety percent (90%) of the amount thereof estimated pursuant to (ii) above.  If the Registration Acceptance Notice from any Stockholder is not received by the Corporation within the 15 Business Day period specified above, such Stockholder shall be deemed to have elected not to include any shares of Stock in such Initial Public Offering.  In such case, or if any Stockholder specifies in its Registration Acceptance Notice that it desires to include in such registration statement a number of shares of Stock that is less than the IPO Pro Rata Amount, the aggregate number of shares of Stock not so included in such registration statement shall, if the Board of Directors of the Corporation in its sole discretion determines that such shares should be included in the registration statement and circumstances (including, without limitation, the timing of the effective date of the registration statement) permit the inclusion of such shares, be allocated among all Stockholders delivering such Registration Acceptance Notice and desiring to participate in such Initial Public Offering, with such allocation made pro rata based on the number of shares included in the IPO Maximum Amount specified by each such Stockholder in its Registration Acceptance Notice.

(d)Underwritten Offering.  In the event that any registration pursuant to this Section 9 shall be, in whole or in part, an underwritten public offering (i) the number of shares of Stock to be included in such offering may be reduced pro rata among the Stockholders based upon the number of shares included in the IPO Maximum Amount specified by each such Stockholder in its Registration

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Acceptance Notice if and to the extent that the managing underwriter shall be of the opinion that such inclusion may adversely affect the success of such offering and (ii) each Stockholder participating in such Initial Public Offering shall be required to (A) make customary representations and warranties and (B) provide customary indemnification in each case in accordance with the terms of the underwriting agreement.

(e)Expenses of Registration.  Each Stockholder participating in the Initial Public Offering pursuant to this Section 9 shall bear its pro rata share (based on the ratio that the number of shares of Stock included by such Stockholder in the Initial Public Offering bears to the total number of shares of Stock included in such Initial Public Offering) of all underwriting discounts and commissions.

(f)            Other Registration Rights.  Notwithstanding the provisions of this Section 9, the Corporation may by contract with a Stockholder (i) grant registration rights to such stockholder that differ in certain respects from those rights set forth herein or (ii) further restrict the registration rights with respect to such Stockholder otherwise provided for herein.

10.Legend.

(a)All certificates representing shares of Class A and Class C Stock in the Corporation shall, in addition to other legends that may be required by state or federal securities laws, bear the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.”

“THESE SECURITIES ARE SUBJECT TO MANDATORY REDEMPTION BY THE CORPORATION.  THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

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(b)All certificates representing shares of Class D Stock in the Corporation shall, in addition to other legends that may be required by state or federal securities laws, bear the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.”

“AS SPECIFIED IN THE CERTIFICATE OF DESIGNATION OF THE CORPORATION ON FILE WITH THE DELAWARE SECRETARY OF STATE, THE TRANSFERABILITY OF THESE SECURITIES IS SUBJECT TO RESTRICTION. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

(c)All certificates representing shares of Common Stock in the Corporation shall, in addition to other legends that may be required by state or federal securities laws, bear the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.”

“THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

provided that, as specified in Section 3(b) hereof, following the Initial Public Offering, such certificates shall bear such legend or another legend only if, in the opinion of counsel to the Corporation, the imposition of

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such legend is required under the Securities Act or other applicable law.

11.Record Holders.  The Corporation shall be entitled to recognize the exclusive right of a person registered in its records as the holder of shares of Class A, Class C, Class D or Common Stock and such record holders shall be deemed the holders of such shares for all purposes.

IN WITNESS WHEREOF, Circle K Holdings, Inc. has caused its corporate seal to be affixed hereto and this Certificate to be signed by Paul Soldatos as Vice-President and attested by Andrea Assarat as Secretary this 26th day of July, 1993.  The undersigned do hereby verify and affirm, under penalties of perjury, that this Certificate is the act and deed of the Corporation and that the facts stated herein are true.

	CIRCLE K HOLDINGS, INC.
	/s/ Paul W. Soldatos
	Paul W. Soldatos
	Vice President
ATTEST:
/s/ Andrea Assarat
Andrea Assarat
Secretary

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CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

CIRCLE K HOLDINGS, INC.                            , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.  DOES HEREBY CERTIFY:

The present registered agent of thecorporation is Corporation Service Company                                     and the present registered office of the corporation is in the county of New Castle

The Board of Directors of CIRCLE K HOLDINGS, INC.                                                                                  adopted the following resolution on the 11th day of August, 1994

Resolved, that the registered office of  CIRCLE K HOLDINGS, INC.

in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF,   CIRCLE K HOLDINGS, INC.  has caused this statement to be signed by Gehl P. Babinec                                    , its Vice President and attested by Joel A. Sterrett its Assistant Secretary this 27th day of December 1994.

		By	/s/ Gehl P. Babinec
				Vice President
ATTEST:
By	/s/ Joel A. Sterrett
Assistant Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 12/29/1994

944259628 — 2327194

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:30 AM 01/25/1995

950018105 — 2327194

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * *

CIRCLE K HOLDINGS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY THAT:

FIRST:That the Board of Directors of said corporation, pursuant to Section 141(f) of the General Corporation Law of Delaware, adopted by consent a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that Article FIRST of the Certificate of Incorporation of this corporation be amended in its entirety to read as follows:

FIRST:The name of the Corporation (hereinafter called the “Corporation”) is “THE CIRCLE K CORPORATION”.

SECOND:That in lieu of a meeting and vote of a majority of Stockholders entitled to vote, said stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of Delaware, and said written consent was filed with the corporation.

THIRD:That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of Title 8 of the General Corporation Law of Delaware.

FOURTH:That the capital of said corporation will not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said corporation has caused its corporate seal to be hereunto affixed and this certificate to be signed by John F. Antioco, its President, and attested by Gehl P. Babinec, its Secretary, this 25th day of January, 1995.

				CIRCLE K HOLDINGS, INC.
ATTEST:
By:	/s/ Joel A. Sterrett		By:		/s/ Gehl P. Babinec
		Its Assistant Secretary				Its Vice President

[Corporate Seal]

AMENDMENT TO THE

CERTIFICATE OF INCORPORATION

OF

THE CIRCLE K CORPORATION

The undersigned, for the purpose of amending the Certificate of Incorporation of The Circle K Corporation, a Delaware corporation (the “Company”), does hereby certify that this Amendment to the Certificate of Incorporation was duly adopted pursuant to Section 242 of the Delaware General Corporation Law.

Article Fourth of the Certificate of Incorporation of The Circle K Corporation is hereby amended to state in its entirety as follows:

FOURTH:  The total number of shares of stock which the Corporation shall have authority to issue is One Hundred Fifty One Million Five Hundred Fifty Eight Thousand (151,558,000).  Six Hundred Fifty Thousand (650,000) of said shares shall be designated as shares of Class A Stock, all of which shall be of the same series with $.01 par value per share.  Nine Hundred Thousand (900,000) of said shares shall be designated as Class C Stock all of which shall be of the same series with $.01 par value per share.  Eight Thousand (8,000) of said shares shall be designated as Class D Stock all of which shall be of the same series with $.01 par value per share.  One Hundred Fifty Million (150,000,000) of said shares shall be designated as Common Stock, all of which shall be of the same series with $.01 par value per share.  The shares of each class of stock of the Corporation shall be issued as a class, without series.  Each such class may have such voting powers, full or limited, including the right to have more or less than one vote per share, or no voting powers, and such designations, preferences, dividend rights and other special rights, qualifications, limitations and restrictions as shall be stated and expressed in a resolution or resolutions of the Board of Directors and filed with the Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law.

IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Certificate of Incorporation on behalf of The Circle K Corporation and has attested such execution and does verify and affirm, under penalty of perjury, that this Amendment to the Certificate of Incorporation is the act and deed of the Company and that the facts stated herein are true as of this 22^nd day of March, 1995.

THE CIRCLE K CORPORATION
By:	/s/ Gehl P. Babinec
		Gehl P. Babinec, Esq.
		Senior Vice President and General Counsel

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:00 AM 03/22/1995

950063027 — 2327194

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:30 AM 03/29/1995

550069103 — 2327194

RESTATED

CERTIFICATE OF INCORPORATION

OF

THE CIRCLE K CORPORATION

The undersigned, for the purpose of amending and restating the Certificate of Incorporation of The Circle K Corporation, a Delaware corporation (the “Company”), does hereby certify that:

(1)The name of the Company is The Circle K Corporation.

(2)The date of filing of its original Certificate of Incorporation with the Secretary of State of Delaware was February 26, 1993, under the name Circle K Holdings, Inc.

(3)This Restated Certificate of Incorporation was duly adopted pursuant to Section 242 and 245 of the Delaware General Corporation Law.

(4)The Certificate of Incorporation of The Circle K Corporation is hereby amended and restated in its entirety as follows:

FIRST:The name of the Company (hereinafter called the “Company”) is THE CIRCLE K CORPORATION.

SECOND:The address, including street, number, city, and county, of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington 19801, County of New Castle; and the name of the registered agent of the Company in the State of Delaware at such address is The Corporation Trust Company.

THIRD:The purpose of the Company is to engage in any lawful act or activity for which companies may be organized under the Delaware General Corporation Law.

FOURTH:The Company shall be authorized to issue one hundred fifty million (150,000,000) shares of Common Stock, par value $.01.

FIFTH:The Company is to have perpetual existence.

SIXTH:Whenever a compromise or arrangement is proposed between the Company and its creditors or any class of them and/or between the Company and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Company or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Company under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Company under § 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders of class of stockholders of the Company, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Company, as the case may be, agree to any compromise or arrangement and to any reorganization of the Company as a consequence of such compromise or arrangement, said compromise or arrangement and said reorganization shall, if sanctioned by the court to which said application has been made, be binding on all of the creditors or class of creditors, and/or

on all of the stockholders or class of stockholders, of the Company, as the case may be, and also on the Company.

SEVENTH:For the management of the business and for the conduct of the affairs of the Company, and in further definition, limitation, and regulation of the powers of the Company and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1.The management of the business and the conduct of the affairs of the Company shall be vested in its Board of Directors.  The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Company.  The phrase “whole Board” shall be deemed to mean the total number of directors which the Company would have if there were no vacancies.

2.             The power to adopt, amend, or repeal the Bylaws of the Company may be exercised by the Board of Directors of the Company.

EIGHTH:To the fullest extent permitted by the Delaware General Corporation Law as the same may be amended or supplemented, a director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director.  If the Delaware General Corporation Law is amended after the date of the filing of this Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended from time to time.  No repeal or modification of this Article EIGHTH by the stockholders shall adversely affect any right or protection of a director of the Company existing by virtue of this Article EIGHTH at the time of such repeal or modification.

NINTH:From time to time, any of the provisions of this Restated Certificate of Incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Company by this Restated Certificate of Incorporation are granted subject to the provisions of this Article NINTH.

IN WITNESS WHEREOF, the undersigned has executed this Restated Certificate of Incorporation on behalf of The Circle K Corporation and has attested such execution and does verify and affirm, under penalty of perjury, that this Restated Certificate of Incorporation is the act and deed of the Company and that the facts stated herein are true as of this 29 day of March, 1995.

THE CIRCLE K CORPORATION
By:	/s/ Gehl P. Babinec
		Gehl P. Babinec, Esq.
		Senior Vice President and General Counsel

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:30 PM 05/30/1996

960156580 — 2327194

CERTIFICATE OF MERGER

OF

TOSCO ACQUISITION SUB, INC.

INTO

THE CIRCLE K CORPORATION

Pursuant to Section 251 of the
General Corporation Law of the State of Delaware

THE CIRCLE K CORPORATION, a Delaware corporation, hereby certifies as follows:

FIRST:The name and state of incorporation of each of the constituent corporations is as follows:

NAME	STATE OF INCORPORATION
The Circle K Corporation	Delaware
Tosco Acquisition Sub, Inc.	Delaware

SECOND:An Agreement and Plan of Merger dated as of February 16, 1996, as amended, (the “Merger Agreement”) has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251(c) of the General Corporation Law of the State of Delaware.

THIRD:The surviving corporation (the “Surviving Corporation”) is The Circle K Corporation.

FOURTH:The Restated Certificate of Incorporation of The Circle K Corporation as in effect at the date of the merger shall be the Certificate of Incorporation of the Surviving Corporation, except that paragraph “Fourth” of said Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:

“FOURTH:            The Company shall be authorized to issue one thousand (1,000) shares of Common Stock, par value $.01.”

FIFTH:An executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation, 3003 N. Central Avenue, Phoenix, Arizona 85012, and a copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either of the constituent corporations.

IN WITNESS WHEREOF, The Circle K Corporation has caused this Certificate of Merger to be executed in its corporate name by its President and attested by its Secretary this 30th day of May, 1996.

			THE CIRCLE K CORPORATION
			By:	/s/ John F. Antioco
				Name:	John F. Antioco
				Title:	Chairman of the Board,
					President and Chief
					Executive Officer
Attest:
By:	/s/ Gehl P. Babinec
	Name:	Gehl P. Babinec
	Title:	Secretary

2

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1.             The name of the corporation (hereinafter called the “corporation”) is THE CIRCLE K CORPORATION.

2.             The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.             The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.             The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 7, 2002.
	/s/ W. E. Twyman
	W. E. Twyman
	Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 01/07/2002

??0005541 — 2327194

EX-3.22

Exhibit 3.22

CIRCLE K HOLDINGS, INC.

(a Delaware Corporation)

BYLAWS

ARTICLE I

Offices

SECTION 1.01   Registered Office.  The registered office of Circle K Holdings, Inc. (hereinafter called the Corporation) in the State of Delaware shall be at 1209 Orange Street, City of Wilmington 19801, County of New Castle and the name of the registered agent in charge thereof shall be The Corporation Trust Company.

SECTION 1.02   Other Offices.  The Corporation may also have an office or offices at such other place or places, either within or without the State of Delaware, as the Board of Directors (hereinafter called the Board) may from time to time determine or as the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 2.01   Annual Meetings.  Annual meetings of the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings may be held at such time, date and place as the Board shall determine by resolution.

SECTION 2.02   Special Meetings.  A special meeting of the stockholders for the transaction of any proper business may be called at any time by the Board or by the President.

SECTION  2.03   Place of Meetings.  All meetings of the stockholders shall be held at such places, within or without the State of Delaware, as may from time to time be designated by the person or persons calling the respective meeting and specified in the respective notices or waivers of notice thereof.

SECTION 2.04   Notice of Meetings.  Except as otherwise required by law, notice of each meeting of the stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail or in the care of an express courier, in a postage prepaid envelope, directed to him at his post office address or other delivery address furnished by him to the Secretary of the Corporation for such purpose or, if he shall not have furnished to the Secretary his address for such purpose, then at his post office address last known to the Secretary, or by transmitting a notice thereof to him at such address by facsimile, telegraph, cable, or wireless.  Except as otherwise expressly required by law, no publication of any notice of a meeting of the stockholders shall be required.  Every notice of a meeting of the stockholders shall state the place, date and hour of the meeting, and, in the case of a special meeting, shall also state the purpose or purposes for which the meeting is called.  Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall have waived such notice and such notice shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, except as a stockholder who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Except as otherwise expressly required by law, notice of any adjourned meeting of the stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 2.05   Quorum.  Except in the case of any meeting for the election of directors summarily ordered as provided by law, the holders of record of a majority in voting interest of the shares of stock of the Corporation entitled to be voted thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders of the Corporation or any adjournment thereof.  In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat or, in the absence therefrom of all the stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting from time to time.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

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SECTION 2.06   Voting.

(a)Each stockholder shall, at each meeting of the stockholders, be entitled to vote in person or by proxy each share or fractional share of the stock of the Corporation having voting rights on the matter in question and which shall have been held by him and registered in his name on the books of the Corporation:

(i)on the date fixed pursuant to Section 6.05 of these Bylaws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting, or

(ii)if no such record date shall have been so fixed, then (a) at the close of business on the day next preceding the day on which notice of the meeting shall be given or (b) if notice of the meeting shall be waived, at the close of business on the day next preceding the day on which the meeting shall be held.

(b)Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors in such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.  Persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote such stock.  Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon.  Stock having voting power standing of record in the names of two or more persons or other entities, whether fiduciaries, members of a partnership, joint tenants in common, tenants by entirety or otherwise, or with respect to which two or more persons or other entities have the same fiduciary relationship, shall be voted in accordance with the provisions of the General Corporation Law of the State of Delaware.

(c)Any such voting rights may be exercised by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date unless said proxy shall provide for a longer period.  The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the same unless he shall in writing so notify the secretary of the meeting prior to the voting of the proxy.  At

3

any meeting of the stockholders all matters, except as otherwise provided in the Certificate of Incorporation, in these Bylaws or by law, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat and thereon, a quorum being present.  The vote at any meeting of the Stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting.  On a vote by ballot each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and it shall state the number of shares voted.

SECTION 2.07   List of Stockholders.  The Secretary of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.08   Judges.  If at any meeting of the stockholders a vote by written ballot shall be taken on any question, the chairman of such meeting may appoint a judge or judges to act with respect to such vote.  Each judge so appointed shall first subscribe an oath faithfully to execute the duties of a judge at such meeting with strict impartiality and according to the best of his ability.  Such judges shall decide upon the qualification of the voters and shall report the number of shares represented at the meeting and entitled to vote on such question, shall conduct and accept the votes, and, when the voting is completed, shall ascertain and report the number of shares voted respectively for and against the question.  Reports of judges shall be in writing and subscribed and delivered by them to the Secretary of the Corporation.  The judges need not be stockholders of the Corporation, and any officer of the Corporation may be a judge on any question other than a vote for or against a proposal in which he shall have a material interest.

SECTION 2.09   Action Without Meeting.  Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of much stockholders,

4

may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

Board of Directors

SECTION 3.01   General Powers.  The property, business and affairs of the Corporation shall be managed by the Board.

SECTION 3.02   Number and Term of Office.  The number of directors shall not be less than one (1) and not more than ten (10), as determined by the Board.  Each of the directors of the Corporation shall hold office until his successor shall have been duly elected and shall qualify or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.03   Election of Directors.  The directors shall initially consist of the persons elected as such by the incorporator and thereafter shall be elected annually by the stockholders of the Corporation entitled to vote thereon and the persons receiving the greatest number of votes, up to the number of directors to be elected, shall be the directors.

SECTION 3.04   Resignations.  Any director of the Corporation may resign at any time by giving written notice to the Board or to the Secretary of the Corporation.  Any such resignation shall take effect at the time specified therein, or, if the time be not specified, it shall take effect immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.05   Vacancies.  Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause, may be filled by vote of the majority of the remaining directors, although less than a quorum.  Each director so chosen to fill a vacancy shall hold office until his successor shall have been elected and shall qualify or

5

until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.06   Place of Meeting, Etc.  The Board may hold any of its meetings at such place or places within or without the State of Delaware as the Board may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting or in the notice or a waiver of notice of any such meeting.  Directors may participate in any regular or special meeting of the Board by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting of the Board can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 3.07   First Meeting.  The Board shall meet as soon as practicable after each annual election of directors and notice of such first meeting shall not be required.

SECTION 3.08   Regular Meetings.  Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine.  If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall be held at the same hour and place on the next succeeding business day not a legal holiday.  Except as provided by law, notice of regular meetings need not be given.

SECTION 3.09   Special Meetings.  Special meetings of the Board shall be held whenever called by the President or a majority of the number of directors then serving on the Board of Directors.  Except as otherwise provided by law notice of the time and place of each such special meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least five (5) days before the day on which the meeting is to be held, or shall be sent to him at such place by facsimile, wireless, telegraph or cable or be delivered personally not less than forty-eight (48) hours before the time at which the meeting is to be held.

Except where otherwise required by law or by these Bylaws, notice of the purpose of a special meeting need not be given.  Notice of any meeting of the Board shall not be required to be given to any director who is present at such meeting, except a director who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 3.10   Quorum and Manner of Acting.  Except as otherwise provided in the Certificate of Incorporation, in

6

these Bylaws or by law, the presence of a majority of the authorized number of directors shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present.  In the absence of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present.  Notice of any adjourned meeting need not be given.  The directors shall act only as a Board, and the individual directors shall have no power as such.

SECTION 3.11   Action by Consent.  Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

SECTION 3.12   Removal of Directors.  Subject to the provisions of the Certificate of Incorporation, any director may be removed at any time, either with or without cause, by the affirmative vote of the stockholders having a majority of the shares entitled to elect directors of the Corporation given at a special meeting of the Stockholders called for the purpose.

SECTION 3.13   Compensation.  The directors shall receive only such compensation for their services as directors as may be allowed by resolution of the Board.  The Board may also provide that the Corporation shall reimburse each such director for any expense incurred by him on account of his attendance at any meetings of the Board or Committees of the Board.  Neither the payment of such compensation nor the reimbursement of such expenses shall be construed to preclude any director from serving the Corporation or its subsidiaries in any other capacity and receiving compensation therefor.

SECTION 3.14   Committees.  The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors Of the Corporation.  Any such committee, to the extent provided in the resolution of the Board and except as otherwise limited by law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.  Any such committee shall keep written minutes of its meetings and report the same to the Board at the next regular meeting of the Board.  In the absence or disqualification of a member of a committee, the

7

member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

ARTICLE IV

Officers

SECTION 4.01   Number.  The Board shall elect a President, a Secretary and a Treasurer and it may, if it so determines, choose a Chairman of the Board from among its members.  The Board may also choose one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers.

SECTION 4.02   Election, Term of Office and Qualifications.  The officers of the Corporation, except such officers as may be appointed in accordance with Section 4.03, shall be elected annually by the Board at the first meeting thereof held after the election thereof.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify or until his resignation or removal in the manner hereinafter provided.

SECTION 4.03   Assistants, Agents and Employees, Etc.  In addition to the officers specified in Section 4.01, the Board may appoint other assistants, agents and employees as it may deem necessary or advisable, including one or more Assistant Secretaries, and one or more Assistant Treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine.  The Board may delegate to any officer of the Corporation or any committee of the Board the power to appoint, remove and prescribe the duties of any such assistants, agents or employees.

SECTION 4.04   Removal.  Any officer, assistant, agent or employee of the Corporation may be removed, with or without cause, at any time:  (i) in the case of an officer, assistant, agent or employee appointed by the Board, only by resolution of the Board; and (ii) in the case of any other officer, assistant, agent or employee, by any officer of the Corporation or committee of the Board upon whom or which such power of removal may be conferred by the Board.

SECTION 4.05   Resignations.  Any officer or assistant may resign at any time by giving written notice of his resignation to the Board or the Secretary of the Corporation.  Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon

8

receipt thereof by the Board or the Secretary, as the case may be; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.06   Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or other cause, may be filled for the unexpired portion of the term thereof in the manner prescribed in these Bylaws for regular appointments or elections to such office.

SECTION 4.07   The President.  The President of the Corporation shall be the chief executive officer of the Corporation and shall have, subject to the control of the Board, general and active supervision and management over the business of the Corporation and over its several officers, assistants, agents and employees.

SECTION 4.08   The Vice Presidents.  Each Vice President shall have such powers and perform such duties as the Board may from time to time prescribe.  At the request of the President, or in case of the President’s absence or inability to act upon the request of the Board, a Vice President shall perform the duties of the President and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.

SECTION 4.09   The Secretary.  The Secretary shall, if present, record the proceedings of all meetings of the Board, of the stockholders, and of all committees of which a secretary shall not have been appointed in one or more books provided for that purpose; he shall see that all notices are duly given in accordance with these Bylaws and as required by law; he shall be custodian of the seal of the Corporation and shall affix and attest the seal to all documents to be executed on behalf of the Corporation under its seal; and, in general, he shall perform all the duties incident to the office of Secretary and such other duties as may from time to time be assigned to him by the board.

SECTION 4.10   The Treasurer.  The Treasurer shall have the general care and custody of the funds and securities of the Corporation, and shall deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board.  He shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever. He shall exercise general supervision over expenditures and disbursements made by officers, agents and employees of the Corporation and the preparation of such records and reports in connection therewith as may be necessary or desirable.  He shall, in general, perform all other duties incident to the

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office of Treasurer and such other duties as from time to time may be assigned to him by the Board.

SECTION 4.11   Compensation.  The compensation of the officers of the Corporation shall be fixed from time to time by the Board.  None of such officers shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation.  Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary corporation, in any other capacity and receiving such compensation by reason of the fact that he is also a director of the Corporation.  Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary corporation, in any other capacity and receiving proper compensation therefor.

ARTICLE V

Contracts, Checks, Drafts, Bank Accounts, Etc.

SECTION 5.01   Execution of Contracts.  The Board, except as in these Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 5.02   Checks, Drafts, Etc.  All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board.  Each such officer, assistant, agent or attorney shall give such bond, if any, as the Board may require.

SECTION 5.03   Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board.  For the purpose of deposit and for the purpose of collection for the account of the Corporation, the President, any Vice President or the Treasurer (or any other officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation who shall from time to time be determined by the Board) may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.

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SECTION 5.04   General and Special Bank Accounts.  The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may select or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board.  The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

ARTICLE VI

Shares and Their Transfer

SECTION 6.01   Certificates for Stock.  Every owner of stock of the Corporation shall be entitled to have a certificate or certificates, to be in such form as the Board shall prescribe, certifying the number and class of shares of the stock of the Corporation owned by him.  The certificates representing shares of such stock shall be numbered in the order in which they shall be issued and shall be signed in the name of the Corporation by the President or a Vice President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer.  Any of or all of the signatures on the certificates may be a facsimile.  In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any such certificate, shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile signature shall have been placed thereupon, were such officer, transfer agent or registrar at the date of issue.  A record shall be kept of the respective names of the persons, firms or corporations owning the stock represented by such certificates, the number and class of shares represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the respective dates of cancellation.  Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided for in Section 6.04.

SECTION 6.02   Transfers of Stock.  Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer

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clerk or a transfer agent appointed as provided in Section 6.03, and upon surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon.  The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.  Whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact shall be so expressed in the entry of transfer if, when the certificate or certificates shall be presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

SECTION 6.03   Regulations.  The Board may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation.  It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

SECTION 6.04   Lost, Stolen, Destroyed, and Mutilated Certificates.  In any case of loss, theft, destruction, or mutilation of any certificate of stock, another may be issued in its place upon proof of such loss, theft, destruction, or mutilation and upon the giving of a bond of indemnity to the Corporation in such form and in such sum as the Board may direct; provided, however, that a new certificate may be issued without requiring any bond when, in the judgment of the Board, it is proper so to do.

SECTION 6.05   Fixing Date for Determination of Stockholders of Record.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action.  If in any case involving the determination of stockholders for any purpose other than notice of or voting at a meeting of stockholders or expressing consent to corporate action without a meeting the Board shall not fix such a record date, the record date for determining stockholders for such purpose shall be the close of business on the day on which the Board shall adopt the resolution relating thereto.  A determination of stockholders entitled to notice of or to vote

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at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

ARTICLE VII

Indemnification

SECTION 7.01   Action, Etc. Other Than by or in the Right of the Corporation.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer or employee of the Corporation, or that, being such a director, officer or employee, he is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (all persons serving or having served in such capacities hereinafter referred to as “indemnitees”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided, however, that, except as provided in Section 7.06 hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with any proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by two-thirds of the board of directors of the corporation.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 7.02   Actions, Etc., by or in the Right of the Corporation.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was an indemnitee (as defined above) against expenses (including attorneys’

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fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 7.03   To the extent that an indemnitee of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

SECTION 7.04   Determination of Right of Indemnification.  Any indemnification under Section 7.01 or 7.02 (unless ordered by a court) shall be made by the Corporation unless a determination is reasonably and promptly made (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders, that such person acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal proceeding, that such person believed or had reasonable cause to believe that his conduct was unlawful.

SECTION 7.05   Advances of Expenses.  Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding if the Corporation shall have received an undertaking by or on behalf of the director or officer to repay any amounts so advanced in the event that he is ultimately determined not to be entitled to be indemnified by the Corporation as authorized in this Article.  Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

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SECTION 7.06   Right of Indemnitee to Indemnification Upon Application.  Any indemnification pursuant to Sections 7.01 and 7.04 or 7.02 and 7.04, or any advance made pursuant to Section 5 of this Article shall be made promptly, and in any event within ninety (90) days, in the case of indemnification, and thirty (30) days, in the case of an advancement, of the receipt by the secretary of the corporation of the written request of the indemnitee, unless with respect to applications under Sections 7.01, 7.02 or 7.05, a determination is promptly made by the board of directors or by a majority vote of disinterested directors that the indemnitee acted in a manner set forth in such Sections as to justify the Corporation’s not indemnifying or making an advance to the indemnitee.  In the event no quorum of disinterested directors is obtainable, the board of directors shall promptly direct that independent legal counsel shall decide whether the indemnitee acted in the manner set forth in such Sections as to justify the Corporation’s not indemnifying or making an advance to the indemnitee.  The right to indemnification or advances as granted by this Article shall be enforceable by the indemnitee in any court of competent jurisdiction, if the board or independent legal counsel denies the claim, in whole or in part, or if no disposition of such claim is made within ninety days.  The indemnitee’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

SECTION 7.07   Other Rights and Remedies.  The rights provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an indemnitee’s official capacity and as to action in another capacity while vested with such official capacity.  All rights provided pursuant to this Article shall be deemed to be provided by a contract between the Corporation and the indemnitee who serves in such official capacity at any time while these bylaws are in effect and are intended to be retroactive and available with respect to actions taken in an official capacity or actions taken while vested with such official capacity prior to the adoption hereof.  Any repeal or modification of any provisions hereof shall not affect any rights or obligations existing at the time of such repeal or modification.

SECTION 7.08   Insurance.  Upon resolution passed by the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was an indemnitee against any liability asserted against him and incurred by him in any

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such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.  The Corporation may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

SECTION 7.09   Constituent Corporations.  For the purposes of this Article, references to “the Corporation” shall include in addition to the resulting corporation any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

SECTION 7.10   Other Enterprises, Fines, and Serving at Corporation’s Request.  For purposes of this Article, references to “other enterprises shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

SECTION 7.11   Beneficiaries of this Article.  The rights provided by, or granted pursuant to the provisions of this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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ARTICLE VIII

Miscellaneous

SECTION 8.01   Fiscal Year.  The fiscal year of the Corporation shall be determined by resolution of the Board.

SECTION 8.02   Seal.  The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words and figures showing that the Corporation was incorporated in the State of Delaware and the year of incorporation.

SECTION 8.03   Waiver of Notices.  Whenever notice is required to be given by these Bylaws or the Certificate of Incorporation, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice.

SECTION 8.04   Amendments.  These Bylaws, or any of them, may be altered, amended or repealed, and new Bylaws may be made, (i) by the Board.  by vote of a majority of the number of directors then in office as directors, acting at any meeting of the Board, or (ii) by the stockholders holding shares of a class of stock entitled to vote for the election of directors, at any annual meeting of stockholders, without previous notice, or at any special meeting of stockholders, provided that notice of such proposed amendment, modification, repeal or adoption is given in the notice of special meeting.  Any Bylaws made or altered by the stockholders may be altered or repealed by either the Board or the stockholders.

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EX-3.23

Exhibit 3.23

CERTIFICATE OF INCORPORATION

OF

CIRCLE K ENTERPRISES INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”) hereby certifies that:

FIRST:  The name of this Corporation (hereinafter called the “Corporation”) is Circle K Enterprises Inc.

SECOND:  The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle (zip code 19801); and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

THIRD:  The nature of the business and of the purposes to be conducted and promoted by the Corporation are to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:  The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares, all of which are of a par value of one cent ($.01) each, and all of which are of one class and are designated as Common Stock.

FIFTH:  The name and mailing address of the incorporator are as follows: Martin H. Neidell, c/o Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038.

SIXTH:  Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of

stockholders, of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

SEVENTH:  The original By-Laws of the Corporation shall be adopted by the incorporator. Thereafter, the power to make, alter, or repeal the By-Laws, and to adopt any new By-Law, shall be vested in the Board of Directors.

EIGHTH:  To the fullest extent that the General Corporation Law of the State of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of this Corporation shall be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Notwithstanding the foregoing, a director shall be liable to the extent provided by applicable law (1) for any breach of the directors’ duty of loyalty to the Corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the General Corporation Law of the State of Delaware, or (4) for any transaction from which the director derived any improper personal benefit. Neither the amendment or repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment or repeal.

NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, or by any successor thereto, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. The Corporation shall advance expenses to the fullest extent permitted by said section. Such right to indemnification and advancement of expenses shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise.

Executed at New York, New York on December 29, 1998.

/s/ Martin H. Neidell

Martin H. Neidell, Incorporator

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EX-3.24

Exhibit 3.24

BY-LAWS

OF

CIRCLE K ENTERPRISES INC.

(A Delaware corporation)

ARTICLE I

STOCKHOLDERS

1.CERTIFICATES REPRESENTING STOCK.

(a)Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation representing the number of shares owned by such person in the Corporation.  If such certificate is countersigned by a transfer agent other than the Corporation or its employee or by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

(b)Whenever the Corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the Corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law.  Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

(c)The Corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or such person’s legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

2.FRACTIONAL SHARE INTERESTS.

The Corporation may, but shall not be required to, issue fractions of a share.

3.STOCK TRANSFERS.

Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfer of shares of stock of the Corporation shall be made only on the stock ledger of the Corporation by the registered holder thereof, or by such person’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

4.RECORD DATE FOR STOCKHOLDERS.

(a)In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no record date has been fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

5.MEANING OF CERTAIN TERMS.

As used herein in respect of the right to notice of a meeting of stockholders or a waiver

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thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the Corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the Certificate of Incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the Certificate of Incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the Certificate of Incorporation, including any preferred stock which is denied voting rights under the provisions of the resolution or resolutions adopted by the Board of Directors with respect to the issuance thereof.

6.STOCKHOLDER MEETINGS.

(a)TIME.  The annual meeting shall be held on the date and at the time fixed, from time to time, by the Board of Directors.  A special meeting shall be held on the date and at the time fixed by the Board of Directors.

(b)PLACE.  Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the Board of Directors may, from time to time, fix.  Whenever the Board of Directors shall fail to fix such place, the meeting shall be held at the registered office of the Corporation in the State of Delaware.

(c)CALL.  Annual meetings and special meetings may be called by the Board of Directors or by any officer instructed by the Board of Directors to call the meeting.

(d)NOTICE OR WAIVER OF NOTICE.  Written notice of all meetings shall be given, stating the place, date and hour of the meeting.  The notice of an annual meeting shall state that the meeting is called for the election of Directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting), state such other action or actions as are known at the time of such notice.  The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called.  If any action is proposed to be taken which would, if taken, entitle stockholders to receive payment for their shares of stock, the notice shall include a statement of that purpose and to that effect.  Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at such person’s address as it appears on the records of the Corporation.  Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mail.  If a

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meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting.  Notice need not be given to any stockholder who submits a written waiver of notice before or after the time stated therein.  Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

(e)STOCKHOLDER LIST.  There shall be prepared and made, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote at any meeting of stockholders.

(f)CONDUCT OF MEETING.  Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting: the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice President, a chairman for the meeting chosen by the Board of Directors or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders.  The Secretary of the Corporation or, in such person’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the chairman for the meeting shall appoint a secretary of the meeting.

(g)PROXY REPRESENTATION.  Every stockholder may authorize another person or persons to act for such stockholder by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting.  Every proxy must be signed by the stockholder or by such person’s attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

(h)INSPECTORS AND JUDGES.  The Board of Directors, in advance of any

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meeting, may, but need not, appoint one or more inspectors of election or judges of the vote, as the case may be, to act at the meeting or any adjournment thereof.  If an inspector or inspectors or judge or judges are not appointed by the Board of Directors, the person presiding at the meeting may, but need not, appoint one or more inspectors or judges.  In case any person who may be appointed as an inspector or judge fails to appear or act, the vacancy may be filled by appointment made by the person presiding thereat.  Each inspector or judge, if any, before entering upon the discharge of such person’s duties, shall take and sign an oath faithfully to execute the duties of inspector or judge at such meeting with strict impartiality and according to the best of his ability.  The inspectors or judges, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum and the validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such other acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the person presiding at the meeting, the inspector or inspectors or judge or judges, if any, shall make a report in writing of any challenge, question or matter determined by such person or persons and execute a certificate of any fact so found.

(i)QUORUM.  Except as the General Corporation Law or these By-Laws may otherwise provide, the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum at a meeting of stockholders for the transaction of any business.  The stockholders present may adjourn the meeting despite the absence of a quorum.  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

(j)VOTING.  Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and of these By-Laws, or, with respect to the issuance of preferred stock, in accordance with the terms of a resolution or resolutions of the Board of Directors, shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder.  In the election of Directors, a plurality of the votes present at the meeting shall elect.  Any other action shall be authorized by a majority of the votes cast except where the Certificate of Incorporation or the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power.

Voting by ballot shall not be required for corporate action except as otherwise provided by the General Corporation Law.

7.STOCKHOLDER ACTION WITHOUT MEETINGS.

Any action required to be taken, or any action which may be taken, at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled

5

to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

ARTICLE II

DIRECTORS

1.FUNCTIONS AND DEFINITION.

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation.  The use of the phrase “whole Board” herein refers to the total number of Directors which the Corporation would have if there were no vacancies.

2.QUALIFICATIONS AND NUMBER.

A Director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware.  The initial Board of Directors shall consist of three persons.  Thereafter the number of Directors constituting the whole board shall be at least one.  Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the Board of Directors, or, if the number is not fixed, the number shall be three.  The number of Directors may be increased or decreased by action of the stockholders or of the Board of Directors.

3.ELECTION AND TERM.

The first Board of Directors, unless the members thereof shall have been named in the Certificate of Incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors have been elected and qualified or until their earlier resignation or removal.  Any Director may resign at any time upon written notice to the Corporation.  Thereafter, Directors who are elected at an annual meeting of stockholders, and Directors who are elected in the interim to fill vacancies and newly created Directorships, shall hold office until the next annual meeting of stockholders and until their successors have been elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of Directors and/or for the removal of one or more Directors and for the filling of any vacancies in the Board of Directors, including vacancies resulting from the removal of Directors for cause or without cause, any vacancy in the Board of Directors may be filled by

6

the vote of a majority of the remaining Directors then in office, although less than a quorum, or by the sole remaining Director.

4.MEETINGS.

(a)TIME.  Regular meetings shall be held at such time as the Board shall fix.  Special meetings may be called upon notice.

(b)FIRST MEETING.  The first meeting of each newly elected Board may be held immediately after each annual meeting of the stockholders at the same place at which the meeting is held, and no notice of such meeting shall be necessary to call the meeting, provided a quorum shall be present.  In the event such first meeting is not so held immediately after the annual meeting of the stockholders, it may be held at such time and place as shall be specified in the notice given as provided for special meetings of the Board of Directors, or at such time and place as shall be fixed by the consent in writing of all of the Directors.

(c)PLACE.  Meetings, both regular and special, shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

(d)CALL.  No call shall be required for regular meetings for which the time and place have been fixed.  Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, or the President, or of a majority of the Directors.

(e)NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be required for regular meetings for which the time and place have been fixed.  Written, oral or any other mode of notice of the time and place shall be given for special meetings at least twenty-four hours prior to the meeting; notice may be given by telephone of telefax (in which case it is effective when given) or by mail (in which case it is effective seventy-two hours after mailing by prepaid first class mail).  The notice of any meeting need not specify the purpose of the meeting.  Any requirement of furnishing a notice shall be waived by any Director who signs a written waiver of such notice before or after the time stated therein.  Attendance of a Director at a meeting of the Board shall constitute a waiver of notice of such meeting, except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(f)QUORUM AND ACTION.  A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the Directors in office shall constitute a quorum, provided that such majority shall constitute at least one-third (1/3) of the whole Board.  Any Director may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and such participation in a meeting of the Board shall constitute presence in person at such meeting.  A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting to another time and place.

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Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the act of the Board shall be the act by vote of a majority of the Directors present at a meeting, a quorum being present.  The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these By-Laws which govern a meeting of Directors held to fill vacancies and newly created Directorships in the Board.

(g)CHAIRMAN OF THE MEETING.  The Chairman of the Board, if any and if present and acting, shall preside at all meetings.  Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other Director chosen by the Board, shall preside.

5.REMOVAL OF DIRECTORS.

Any or all of the Directors may be removed for cause or without cause by the stockholders.

6.COMMITTEES.

The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.  In the absence or disqualification of any member of any such committee or committees, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

7.ACTION IN WRITING.

Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

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ARTICLE III

OFFICERS

1.EXECUTIVE OFFICERS.

The Board of Directors may elect or appoint a Chairman of the Board of Directors, a President, one or more Vice Presidents (which may be denominated with additional descriptive titles), a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers and such other officers as it may determine.  Any number of offices may be held by the same person.

2.TERM OF OFFICE: REMOVAL.

Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor has been elected and qualified or until the earlier resignation or removal of such officer.  The Board of Directors may remove any officer for cause or without cause.

3.AUTHORITY AND DUTIES.

All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-Laws, or, to the extent not so provided, by the Board of Directors.

4.THE CHAIRMAN OF THE BOARD OF DIRECTORS.

The Chairman of the Board of Directors, if present and acting, shall preside at all meetings of the Board of Directors, otherwise, the President, if present, shall preside, or if the President does not so preside, any other Director chosen by the Board shall preside.

5.THE PRESIDENT.

The President shall be the chief executive officer of the Corporation.

6.VICE PRESIDENTS.

Any Vice President that may have been appointed, in the absence or disability of the President, shall perform the duties and exercise the powers of the President, in the order of their seniority, and shall perform such other duties as the Board of Directors shall prescribe.

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7.THE SECRETARY.

The Secretary shall keep in safe custody the seal of the Corporation and affix it to any instrument when authorized by the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors.  The Secretary (or in such officer’s absence, an Assistant Secretary, but if neither is present another person selected by the Chairman for the meeting) shall have the duty to record the proceedings of the meetings of the stockholders and Directors in a book to be kept for that purpose.

8.THE TREASURER.

The Treasurer shall have the care and custody of the corporate funds, and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, the Treasurer shall give the Corporation a bond for such term, in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of such office and for the restoration to the Corporation, in case of such person’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in such person’s possession or under such person’s control belonging to the Corporation.

ARTICLE IV

CORPORATE SEAL

AND

CORPORATE BOOKS

The corporate seal shall be in such form as the Board of Directors shall prescribe.  The books of the Corporation may be kept within or without the State of Delaware, at such place or places as the Board of Directors may, from time to time, determine.

ARTICLE V

FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.

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ARTICLE VI

INDEMNITY

(a)Any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including employee benefit plans) (hereinafter an “indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnitee in connection with such action, suit or proceeding, if the indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful.  The termination of the proceeding, whether by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe such conduct was unlawful.

(b)Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise (including employee benefit plans) shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court in which such suit or action was brought, shall determine, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

11

(c)All reasonable expenses incurred by or on behalf of the indemnitee in connection with any suit, action or proceeding, may be advanced to the indemnitee by the Corporation.

(d)The rights to indemnification and to advancement of expenses conferred in this article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Certificate of Incorporation, a By-Law of the Corporation, agreement, vote of stockholders or disinterested Directors or otherwise.

(e)The indemnification and advancement of expenses provided by this article shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

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EX-3.25

Exhibit 3.25

[LOGO]

THE STATE OF TEXAS

SECRETARY OF STATE

CERTIFICATE OF RESTATED ARTICLES

OF INCORPORATION

OF

THE CIRCLE K CORPORATION

The undersigned, as Secretary of State of Texas, hereby certifies that the attached Restated Articles of Incorporation for the above named corporation have been received in this office and are found to conform the law.

ACCORDINGLY the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Restated Articles of Incorporation.

Dated:	October 15, 1993
Effective:	October 15, 1993

[SEAL]	/s/ John Hannah Jr
	Secretary of State
		LC

FILED

In the Office of the

Secretary of State of Texas

OCT 15 1993

Corporations Section

RESTATED ARTICLES OF INCORPORATION
OF
THE CIRCLE K CORPORATION

The Circle K Corporation, pursuant to Article 4.07 of the Texas Business Corporation Act, hereby adopts the following Restated Articles of Incorporation which contain no amendment to any provision of and accurately copy the articles of incorporation and all amendments thereto that are in effect to date.  These Restated Articles of Incorporation shall supersede such articles of incorporation and all amendments thereto.

ARTICLE ONE

The name of this corporation is “THE CIRCLE K CORPORATION.”

ARTICLE TWO

The period of the corporation’s duration is perpetual.

ARTICLE THREE

The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is twelve million (12,000,000) shares of Common Stock of the par value of One Dollar ($1.00) per share.

ARTICLE FIVE

No Shareholder of the corporation shall, by reason of such Shareholder holding shares of any class, have any preemptive or preferential right to purchase or subscribe for any shares of any class of the corporation, now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance or sale of any such shares, or such notes, debentures, bonds, or other securities, would adversely affect the dividend or voting rights of such Shareholder of the corporation, other than such rights, if any, as the board of directors, in its discretion, may grant to the shareholders to purchase such additional, unissued, or treasury securities; and the corporation may issue or sell additional unissued or treasury shares of any class of the corporation, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, without offering the same in whole or in part to the existing shareholders of any class.

ARTICLE SIX

At each election for directors of the corporation, a shareholder shall not be permitted to cumulate shareholder votes.

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ARTICLE SEVEN

The street address of the registered office of the corporation is 350 N. St. Paul Street, Dallas, Texas 75201, and the name of its registered agent at such address is CT Corporation System.

ARTICLE EIGHT

The number of directors constituting the initial Board of Directors is ten.  Thereafter the number of directors shall be fixed in the manner set forth in the Bylaws.

The names and addresses of the persons who are to serve as the initial Directors until the first annual meeting of stockholders or until their successors are elected and qualified are:

NAMES	ADDRESSES
Fred Hervey	1011 E. Yandell El Paso, Texas 79902
Dean Guerin	P. O. Box 508 Dallas, Texas 75221
Raymond F. Hayes	250 N. Church Avenue Tucson, Arizona 85701
Harry O. Rearick	6024 Gateway East El Paso, Texas 79905
Hugh K. Frederick, Jr.	P. O. Box 941 El Paso, Texas 79946
Glover W. Beeny	P. O. Box 20230 Phoenix, Arizona 85036
Darrell D. Sigfridson	P. O. Box 20230 Phoenix, Arizona 85036
John Muir Kipp	P.O. Box 12585 El Paso, Texas 79912
William G. Sullivan	6070 Gateway East P. O. Box 20015 El Paso, Texas 79998
Jack Rich	P. O. Box 12007 El Paso, Texas 79912

ARTICLE NINE

No director of the corporation shall be liable to the corporation or its shareholders for monetary damages for any act or omission in such director’s capacity as director, except to the extent such director is found liable for (i) a breach of such director’s duty of loyalty to the corporation or its shareholders; (ii) an act or omission not in good faith that constitutes a breach of duty of such director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from

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which such director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of such director’s office; or (iv) an act or omission for which the liability of a director is expressly provided by an applicable statute.

THE CIRCLE K CORPORATION, a Texas corporation
By:	/s/ Joel A. Sterrett
Name:		Joel A. Sterrett
Title:		Secretary

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[LOGO]

The State of Texas

SECRETARY OF STATE

CERTIFICATE OF AMENDMENT

OF

CIRCLE K STORES INC.

FORMERLY: THE CIRCLE K CORPORATION

The undersigned, as Secretary of State of Texas, hereby certifies that the attached Articles of Amendment for the above named entity have been received in this office and are found to conform to law.

ACCORDINGLY the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Amendment.

Dated:                    January 25, 1995

Effective:               January 25, 1995

[SEAL]

/s/ Antonio O. Garza, Jr.	rjk
Secretary of State

FILED

In the Office of the

Secretary of State of Texas

JAN 25 1995

Corporations Section

ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE I

The name of the corporation set forth in the Articles of Incorporation is THE CIRCLE K CORPORATION.

ARTICLE II

This amendment of the Articles of Incorporation, adopted by the sole shareholder of the corporation on January 23, 1995, changes the name of the corporation.  The text of Article I of the Articles of Incorporation is hereby deleted and replaced with the following:  The name of the corporation is “CIRCLE K STORES INC.”

ARTICLE III

Shares authorized:	12,000,000
Shares outstanding:	1,000

All of the 1,000 shares outstanding voted in favor of these Articles of Amendment to the Articles of Incorporation.

Dated:  January 25, 1995
CIRCLE K STORES INC.,  formerly The Circle K Corporation, a Texas corporation
By:	/s/ Gehl P. Babinec
	Gehl P. Babinec
Title:  Senior Vice President

STATE OF ARIZONA	}
	}	ss.
County of Maricopa	}

The following instrument was acknowledged before me this 25th day of January, 1995 by Gehl P. Babinec, Senior Vice President of CIRCLE K STORES INC., formerly THE CIRCLE K CORPORATION, a Texas corporation.

IN WITNESS WHEREOF, I hereunto place my hand and official seal.

	/s/  Vicki Stouffer
	Notary Public
My Commission Expires:
	[SEAL]	NOTARY PUBLIC
	STATE OF ARIZONA
	MARICOPA COUNTY
	VICKI STOUFFER
	My Commission Expires June 30, 1996

2

EX-3.26

Exhibit 3.26

AMENDED AND RESTATED BYLAWS

OF

CIRCLE K STORES INC.

ARTICLE I

OFFICES

1.01.        The registered agent and office of Circle K Stores Inc. (the “Corporation”) shall be such registered agent and office as shall from time to time be established pursuant to the articles of incorporation, as amended from time to time, of the Corporation (the “Charter”) or by resolution of the Board of Directors of the Corporation (the “Board”).

1.02.        The Corporation may also have offices at such other places both within and without the State of Texas as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

2.01.        Meetings of Shareholders of the Corporation (the “Shareholders”) for any purpose may be held at such place, within or without the State of Texas, as shall be fixed from time to time by the Board, or, if the Board has not so specified, then at such place as may be fixed by the person or persons calling the meeting.

2.02.        An annual meeting of the Shareholders, commencing with the year 1993, shall be held at such date and time as shall be fixed from time to time by the Board, at which they shall elect a Board, and transact such other business as may properly be brought before the meeting

2.03.        At least ten days before each meeting of Shareholders, a complete list of the Shareholders entitled to vote at said meeting arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books.  Such list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any Shareholder at any time during usual business hours.  Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any Shareholder who may be present.

2.04.        Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute, the Charter, or these bylaws, may be called by the President, a majority of the Board, or the holders of not less than ten percent of all the shares entitled to vote at the meetings.  Business transacted at all special meetings shall be confined to the objects stated in the notice of the meeting.

2.05.        Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each Shareholder of record entitled to vote at the meeting.

2.06.        The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by statute, the Charter, or these bylaws.  If, however, such quorum shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person or represented by proxy, shall nevertheless have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At an adjourned session at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.07.        When a quorum is present at any meeting, the vote of the holders of a majority of the shares of the Corporation having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of any applicable statute, the Charter, or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.  The Shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

2.08.        Each outstanding share of the Corporation, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of Shareholders, unless otherwise provided by statute or the Charter.  At any meeting of the Shareholders, every Shareholder having the right to vote shall be entitled to vote in

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person or by proxy appointed by an instrument in writing subscribed by such Shareholder or by his or her duly authorized attorney — fact, such writing bearing a date not more than eleven months prior to said meeting, unless said instrument provides for a longer period.  Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting.  Voting need not be by written ballot unless required by the Charter or by vote of the Shareholders present at the meeting.

2.09.        The Board may fix in advance a record date for the purpose of determining Shareholders entitled to notice of or to vote at a meeting of Shareholders, such record date to be not less than ten nor more than sixty days prior to such meeting, or the Board may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty days prior to such meeting.  In the absence of any action by the Board, the date upon which the notice of the meeting is mailed shall be the record date.

2.10.        Any action required by statute to be taken at a meeting of the Shareholders, or any action which may be taken at a meeting of the Shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a unanimous vote of Shareholders.

2.11.        Subject to the provisions required or permitted by statute or the Charter for notice of meetings, Shareholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE III

DIRECTORS

3.01.        The business and affairs of the Corporation shall be managed by the Board who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Charter or by these bylaws directed or required to be exercised or done by the Shareholders.

3.02.        The initial Board shall be as stated in the Charter.  Thereafter, the number of directors which shall constitute the full Board shall be as determined from time to time by resolution of the

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Board or by the Shareholders at the annual meeting or a special meeting called for that purpose, but no decrease shall have the effect of shortening the term of an incumbent director.  Directors need not be Shareholders or residents of the State of Texas.  The directors shall be elected at the annual meeting of the Shareholders, except as hereinafter provided, and each director elected shall hold office until his or her successor shall be elected and shall qualify.

3.03.        At any meeting of Shareholders called expressly for such purpose, any director or the entire Board may be removed, with or without cause, by vote of the holders of a majority of the shares of the Corporation then entitled to vote at an election of directors. If any vacancies occur in the Board caused by death, resignation, retirement, disqualification, or removal from office of any director or otherwise, a majority of the directors then in office, though less than a quorum, may choose a successor or successors or a successor or successors may be chosen at a special meeting of Shareholders called for that purpose; and each successor director so chosen shall be elected for the unexpired term of his or her predecessor in office.  Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or special meeting of Shareholders called for that purpose or may be filled by the Board for a term of office continuing only until the next election of one or more directors by the Shareholders.

3.04.        Whenever the holders of any class or series of shares of the Corporation are entitled to elect one or more directors by the provisions of the Charter, any vacancies in such directorships and any newly created directorships of such class or series to be filled by reason of an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series, and such directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the Charter.

3.05.        At each election for directors, every Shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by such Shareholder for as many persons as there are directors to be elected and for whose election he has a right to vote.

Executive and Other Committees

3.06.        The Board, by resolution adopted by a majority of the Board, may designate from among its members an executive committee

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and one or more other committees, each of which shall be comprised of one or more members and, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board, including the authority to declare dividends and to authorize the issuance of shares of the Corporation, to the extent permitted by law.  Committees shall keep regular minutes of their proceedings and report the same to the Board when required.

Meetings of Directors

3.07.        The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Texas.

3.08.        The first meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of Shareholders, and at the same place, unless by unanimous consent of the directors then elected and serving such time or place shall be changed.

3.09.        Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.

3.10.        Special meetings of the Board may be called by the President on two days’ notice to each director, either personally or by mail, telecopy, or overnight courier; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors.  Except as may be otherwise expressly provided by statute, the Charter, or these bylaws, neither the business to be transacted at, nor the purpose of, any special meeting needs to be specified in a notice or waiver of notice.

3.11.        At all meetings of the Board the presence of a majority of the full Board shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Charter or by these bylaws.  If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.12.        Any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board or committee, as the case

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may be.  Such consent shall have the same force and effect as a unanimous vote at a meeting.

3.13.        Subject to the provisions required or permitted by statute or the Charter for notice of meetings, members of the Board, or members of any committee designated by the Board, may participate in and hold a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the around that the meeting is not lawfully called or convened.

Compensation of Directors

3.14.        Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

NOTICES

4.01.        Whenever under the provisions of any applicable statute, the Charter or these bylaws, notice is required to be given to any director or Shareholder, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given by mail, postage prepaid, or by facsimile, addressed to such director or Shareholder at such address as appears on the books of the Corporation.  Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States mails as aforesaid.

4.02.        Whenever any notice is required to be given to any Shareholder or director of the Corporation under the provisions of any applicable statute, the Charter or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice.

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ARTICLE V

OFFICERS

5.01.        The officers of the Corporation shall be elected by the directors and shall include a Chairman of the Board, a President and a Secretary.  The Board may also, at its discretion, elect a Vice Chairman of the Board, one or more Executive Vice Presidents, Senior Vice Presidents or Vice Presidents and a Treasurer.  Such other officers, including assistant officers, and agents as may be deemed necessary may be elected or appointed by the Board.  Any two or more offices may be held by the same person.

5.02.        The Board at its first meeting after each annual meeting of Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice Chairman of the Board, from its members; and a President, a Secretary, and such other officers, including assistant officers, and agents as may be deemed necessary, none of whom need be a member of the Board.

5.03.        The Board may appoint such other officers and agents as it shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

5.04.        The salaries of all officers and agents of the Corporation shall be fixed by the Board.  Unless so fixed by the Board each officer of the Corporation shall serve without remuneration.

5.05.        Each officer of the Corporation shall hold office until his successor is chosen and qualified in his stead or until his death or until his resignation or removal from office.  Any officer or agent elected or appointed by the Board may be removed at any time by the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board.

Chairman of the Board

5.06.        The Chairman of the Board shall preside at all meetings of the Shareholders and the Board.  He shall be ex-officio a member of all standing committees.  The Chairman shall have such other and further responsibility as may from time-to-time be assigned by the Board.

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Chief Executive, Operating and Financial Officers

5.07.        The Board may by resolution designate any of the executive officers enumerated in Section 5.01 to serve as the Corporation’s Chief Executive Officer, Chief Operating Officer or Chief Financial Officer.

Vice-Chairman of the Board

5.08.        The Vice-Chairman of the Board shall have duties assigned by the Board and shall preside in the absence of the Chairman, at all meetings of the Shareholders and the Board.  He shall be ex-officio a member of all standing committees.

The President

5.09.        The President shall have the general powers and duties of oversight, supervision and management of the business and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.  He shall be an ex-officio member of all standing committees of the Board.

The Secretary and Assistant Secretaries

5.10.        The Secretary shall attend all sessions of the Board and all meetings of the Shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any committees when required.  The Secretary shall give, or cause to be given, notice of all meetings of the Shareholders and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall be.

5.11.        Each Assistant Secretary shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

Other Offices

5.12.        Any Executive Vice President, Senior Vice President or Vice President elected by the Board shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

5.13.        Any Treasurer elected by the Board shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board.

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5.14.        Any Treasurer elected by the Board shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall perform such other duties as the Board may prescribe or as the President may from time to time delegate.

5.15.        If required by the Board, any Treasurer elected by the Board shall give the Corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

5.16.        Each Assistant Treasurer shall have such powers and perform such duties as the Board may from time to time prescribe or as the President may from time to time delegate.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

6.01.        Certificates in such form as may be determined by the Board shall be delivered representing all shares to which Shareholders are entitled.  Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued.  Each certificate shall state on the face thereof the name of the Corporation, the name to whom the certificate is issued, the number and class of shares and the designation of the series, if any, which such certificate represents, the par value of such shares or a statement that such shares are without par value, and that the Corporation is organized under the laws of Texas.  Each certificate shall be signed by either the President or any Vice President then in office and by either the Secretary, an Assistant Secretary, or any Treasurer then in office, and may be sealed with the seal of the Corporation or a facsimile thereof.  If any certificate is countersigned by a transfer agent, or an assistant transfer agent or registered by a registrar, other than the Corporation or an employee of the Corporation, the signature of any such officer of the Corporation may be a facsimile.  Whenever the Corporation shall be authorized to issue more than one class of stock, there shall be (1) set forth conspicuously upon the face or back of each certificate a full statement of (a) all of the designations, preferences, limitations, and relative rights of the

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shares of each class authorized to be issued and (b) if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences of the shares of each series so far as the same have been fixed and determined and the authority of the Board to fix and determine the relative rights and preferences of subsequent series; or (2) stated conspicuously on the face or back of the certificate that (a) such a statement is set forth in the Charter on file in the office of the Secretary of State of Texas and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office.  Whenever the Corporation by the Charter has limited or denied the preemptive rights of Shareholders to acquire unissued or treasury shares of the Corporation, each certificate (1) shall conspicuously set forth upon the face or back of such certificate a full statement of the limitation or denial of preemptive rights contained in the Charter, or (2) shall conspicuously state on the face or back of the certificate that (a) such statement is set forth in the Charter on file in the office of the Secretary of State of Texas and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge upon request to the Corporation at its principal place of business or registered office.  If any restriction on the transfer or the registration of the transfer of shares shall be imposed or agreed to by the Corporation, as permitted by law, each certificate representing shares so restricted (1) shall conspicuously set forth a full or summary statement of the restriction on the face of the certificate, or (2) shall set forth such statement on the back of the certificate and conspicuously refer to the same on the face of the certificate, or (3) shall conspicuously state on the face or back of the certificate that such a restriction exists pursuant to a specified document and (a) that the Corporation will furnish to the record holder of the certificate without charge upon written request to the corporation at its principal place of business or registered office a copy of the specified document, or (b) if such document is one required or permitted to be and has been filed under the Texas Business Corporation Act, that such document is on file in the office of the Secretary of State of Texas and contains a full statement of such restriction.

Lost Certificates

6.02.        The Board may direct a new certificate representing shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed.  When authorizing such issue of a new certificate, the Board, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such

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lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Transfer of Shares

6.03.        Upon presentation to the Corporation or the transfer agent of the Corporation with a request to register the transfer of a certificate representing shares duly endorsed and otherwise meeting the requirements for transfer specified in the Texas Business and Commerce Code, it shall be the duty of the Corporation or the transfer agent of the Corporation to register the transfer as requested.

Registered Shareholders

6.04.        Prior to due presentment for transfer, the Corporation may treat the registered owner of any share or shares of stock as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all rights and powers of an owner.

ARTICLE VII

GENERAL PROVISIONS

Dividends

7.01.        Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Charter, if any, may be declared by the Board at any regular or special meeting of the Board or by any committee of the Board so authorized.  Dividends may be paid in cash, in property, or in shares of the Corporation, subject to the provisions of any applicable statute or the Charter.  The Board may fix in advance a record date for the purpose of determining Shareholders entitled to receive payment of any dividend, such record date to be not more than fifty days prior to the payment date of such dividend, or the Board may close the stock transfer books for such purpose for a period of not more than fifty days prior to the payment date of such dividend.  In the absence of any action by the Board, the date upon which the Board adopts the resolution declaring such dividend shall be the record date.

Reserves

7.02.        There may be created by resolution of the Board out of the surplus of the Corporation such reserve or reserves as the directors from time to time, in their discretion think proper to

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provide for contingencies, or to repair or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Checks

7.03.        All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Execution of Contracts, Deeds, Etc.

7.04.        The Board may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

Fiscal Year

7.05.        The fiscal year of the Corporation shall be fixed by resolution of the Board.

Voting of Securities

7.06.        Unless otherwise directed by the Board, the President shall have full power and authority on behalf of the Corporation to attend, vote and act, and to execute and deliver in the name and on behalf of the Corporation a proxy authorizing an agent or attorney-in-fact for the Corporation to attend, vote and act, at any meeting of security holders of any corporation in which the Corporation may hold securities and to execute and deliver in the name and on behalf of the Corporation any written consent of security holders in lieu of any such meeting, and at any such meeting he, or the agent or the attorney-in-fact duly authorized by him, shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation as the owner thereof might have possessed or exercised if present.  The Board may by resolution from time to time confer like power upon any other person or persons.

Indemnification

7.07.        (a)   Subject to any limitation which may be contained in the Charter, the Corporation shall to the full extent permitted by law, including without limitation, Texas Business Corporation Act Art. 2.02-1, as such Article now exists or shall hereafter be amended, indemnify any person who was, is, or is threatened to be

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made a named defendant or respondent to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, arbitral, administrative, or investigative, any appeal in such action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, because such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by such person in connection with such action, suit, or proceeding.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that an individual did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b)           Subject to any limitation which may be contained in the Charter, the Corporation shall, to the full extent permitted by law, including without limitation, Art.  2.02-1 of the Texas Business Corporation Act, as such Article now exists or shall hereafter be amended, pay or reimburse on a current basis the expenses incurred by any person described in subsection (a) of this Section 7.07 in connection with any such action, suit, or proceeding in advance of the final disposition thereof, if the Corporation has received (i) a written affirmation by the recipient of his good faith belief that he has met the standard of conduct necessary for indemnification under the Texas Business Corporation Act and (ii) a written undertaking by or on behalf of the director to repay the amount paid or reimbursed if it is ultimately determined that he has not satisfied such standard of conduct or if indemnification is prohibited by law.

(c)           If required by law at the time such payment is made, any payment of indemnification or advance of expenses to a director shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next shareholder’s meeting or with or before the next submission to shareholders of a consent to action without a meeting pursuant to Section A, Article 9.10 of the Texas Business Corporation Act, and, in any case, within the 12 month period immediately following the date of the indemnification or advance.

(d)           The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or

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agent of the corporation or who is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the corporation would have the power to indemnify him against that liability under this article, subject to any restrictions imposed by law.  The Corporation may create a trust fund, establish any form of self-insurance, grant a security interest or other lien on the assets of the corporation, or use other means (including, without limitation, a letter of credit, guarantee or surety arrangement) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

(e)           The rights provided under this Section 7.07 shall not be deemed exclusive of any other rights permitted by law to which such person may be entitled under any provision of the Charter, a resolution of Shareholders or directors of the Corporation, an agreement or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.  The rights provided in this Section 7.07 shall be deemed to be provided by a contract between the Corporation and the individuals who serve in the capacities described in subsection (a) hereof at any time while these bylaws are in effect, and no repeal or modification of this Section 7.07 by the shareholders shall adversely affect any right of any person otherwise entitled to indemnification by virtue of this Section 7.07 at the time of such repeal or modification.

ARTICLE VIII

AMENDMENTS

8.01.        The Board may amend or repeal these bylaws or adopt new bylaws, unless:

(1) the Charter or statute reserves the power exclusively to the Shareholders in whole or part; or

(2) the Shareholders in amending, repealing or adopting a particular bylaw expressly provide that the Board may not amend or repeal such bylaw.

8.02.        Unless the Charter or a bylaw adopted by the Shareholders provides otherwise as to all or some portion of the Corporation’s bylaws, the Shareholders may amend, repeal, or adopt

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bylaws of the Corporation even though such bylaws may also be amended, repealed or adopted by the Board.

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EX-4.4

Exhibit 4.4

EXECUTION COPY

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 Purchasers

US$350,000,000

7 1/2% SENIOR SUBORDINATED NOTES DUE 2013

TABLE OF CONTENTS

1.	DEFINITIONS
2.	EXCHANGE OFFER
3.	SHELF REGISTRATION
4.	ADDITIONAL INTEREST
5.	REGISTRATION PROCEDURES
6.	REGISTRATION EXPENSES
7.	INDEMNIFICATION
8.	RULES 144 AND 144A
9.	UNDERWRITTEN REGISTRATIONS
10.	MISCELLANEOUS
	(a)	Remedies
	(b)	No Inconsistent Agreements
	(c)	Adjustments Affecting Registrable Notes
	(d)	Amendments and Waivers
	(e)	Notices
	(f)	Successors and Assigns
	(g)	Counterparts
	(h)	Headings
	(i)	Governing Law
	(j)	Severability
	(k)	Notes Held by any Issuer or Its Affiliates
	(l)	Third Party Beneficiaries
	(m)	Entire Agreement
	(n)	Joint and Several Obligations

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the “Agreement”) is made and entered into as of December 17, 2003, by and among Couche-Tard U.S. L.P., a Delaware limited partnership (“Couche-Tard L.P.”) and Couche-Tard Financing Corp., a Delaware corporation (“Finance Corp.,” and together with Couche-Tard L.P., the “Companies”), each of which is an indirect wholly-owned subsidiary of Alimentation Couche-Tard Inc., a corporation organized under the laws of Quebec (“Parent”), Parent and each of Parent’s subsidiaries listed on the signature pages attached hereto (Parent and each such subsidiary a “Guarantor” and, collectively, the “Guarantors” and, together with the Companies, the “Issuers”) and CIBC World Market Corp., Scotia Capital (USA) Inc. and NBF Securities (USA) Corp. (the “Initial Purchasers”).

This Agreement is entered into in connection with the Purchase Agreement, dated December 11, 2003, by and among the Companies, the Guarantors and the Initial Purchasers (the “Purchase Agreement”) relating to the sale by the Companies to the Initial Purchasers of US$350,000,000 aggregate principal amount of the Companies’ 7 1/2% Senior Subordinated Notes due 2013 (the “Notes”) and the unconditional guarantee thereof by the Guarantors on a joint and several basis (the “Guarantee”).  In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the holders of Registrable Notes (as defined), including, without limitation, the Initial Purchasers.  The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.

The parties hereby agree as follows:

1.             Definitions

As used in this Agreement, the following terms shall have the following meanings:

Additional Interest:  See Section 4(a).

Advice:  See the last paragraph of Section 5.

Agreement:  See the first introductory paragraph to this Agreement.

Applicable Period:  See Section 2(b).

broker-dealer:  Any broker or dealer registered as such under the Exchange Act.

Business Day:  A day that is not a Saturday, a Sunday, or a day on which banking institutions in New York, New York are required to be closed.

Closing Date:  The Closing Date as defined in the Purchase Agreement.

Commission:  The Securities and Exchange Commission.

Companies:  See the first introductory paragraph to this Agreement.

Effectiveness Date:  (i) The 210th day after the Issue Date, in the case of the Exchange Registration Statement or an Initial Shelf Registration filed in lieu of the Exchange Registration Statement, and (ii) in the case of an Initial Shelf Registration filed following delivery of a Shelf Notice, the 90th day after the filing of such Initial Shelf Registration.

Effectiveness Period:  See Section 3(a).

Event Date:  See Section 4(b).

Exchange Act:  The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

Exchange Notes:  See Section 2(a).

Exchange Offer:  See Section 2(a).

Exchange Registration Statement:  See Section 2(a).

Filing Date:  The 120th day after the Issue Date.

Guarantee:  See the second introductory paragraph to this Agreement.

Guarantors: The guarantors identified on the signature pages attached hereto.

Holder:  Any registered holder of Registrable Notes.

Indemnified Person:  See Section 7(c).

Indemnifying Person:  See Section 7(c).

Indenture:  The Indenture, dated as of December 17, 2003, by and among the Issuers and Wells Fargo Bank Minnesota, N.A., as trustee, pursuant to which the Notes are being issued, as amended or supplemented from time to time in accordance with the terms thereof.

Initial Purchasers:  See the first introductory paragraph to this Agreement.

Initial Shelf Registration:  See Section 3(a).

Inspectors:  See Section 5(n).

Issue Date:  December 17, 2003, the date on which the Notes were sold to the Initial Purchasers pursuant to the Purchase Agreement.

Issuers:  The Companies and the Guarantors, collectively.

NASD:  National Association of Securities Dealers, Inc.

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Notes:  See the second introductory paragraph to this Agreement.

Parent:  See the first introductory paragraph to this Agreement.

Participant:  See Section 7(a).

Participating Broker-Dealer:  See Section 2(b).

Person:  Any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or government (including any agency or political subdivision thereof).

Private Exchange:  See Section 2(b).

Private Exchange Notes:  See Section 2(b).

Prospectus:  The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Purchase Agreement:  See the second introductory paragraph to this Agreement.

Records:  See Section 5(n).

Registrable Notes:  Each Note upon original issuance thereof and at all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv) hereof is applicable upon original issuance thereof and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, until, in the case of any such Note, Exchange Note or Private Exchange Note, as the case may be, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the Exchange Registration Statement) covering such Note, Exchange Note or Private Exchange Note, as the case may be, has been declared effective by the Commission and such Note, Exchange Note or Private Exchange Note, as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Note, Exchange Note or Private Exchange Note, as the case may be, may be sold without restriction in compliance with Rule 144(k), (iii) in the case of any Note, such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes which may be resold without restriction under federal securities laws, or (iv) such Note, Exchange Note or Private Exchange Note, as the case may be, ceases to be outstanding for purposes of the Indenture.

Registration Statement:  Any registration statement of the Companies, including, but not limited to, the Exchange Registration Statement, that covers any of the Registrable Notes pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements

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to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

Rule 144:  Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the Commission providing for offers and sales of securities made in compliance therewith resulting in offers and sales by subsequent holders that are not affiliates of an issuer of such securities being free of the registration and prospectus delivery requirements of the Securities Act.

Rule 144A:  Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the Commission.

Rule 415:  Rule 415 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Securities Act:  The Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

Shelf Notice:  See Section 2(c).

Shelf Registration:  See Section 3(b).

Subsequent Shelf Registration:  See Section 3(b).

TIA:  The Trust Indenture Act of 1939, as amended.

Trustee:  The trustee under the Indenture and, if existent, the trustee under any indenture governing the Exchange Notes and Private Exchange Notes (if any).

Underwritten registration or underwritten offering:  A registration in which securities of one or more of the Issuers are sold to an underwriter for reoffering to the public.

2.             Exchange Offer

(a)           To the extent not prohibited by any applicable law or applicable interpretation of the Commission, each of the Issuers agrees to file with the Commission no later than the Filing Date, an offer to exchange (the “Exchange Offer”) any and all of the Registrable Notes (other than Private Exchange Notes, if any) for a like aggregate principal amount of debt securities of the Companies which are identical in all material respects to, and evidencing the same continuing indebtedness as, the Notes (the “Exchange Notes”) (and which are entitled to the benefits of the Indenture (including, without limitation, the guarantee provisions thereof) (other than such changes to the Indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the TIA) and which has been qualified under the TIA), except that the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon and, except for Exchange Notes referred to in Section 2(c)(iv), will not entitle the

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Holder thereof to Additional Interest under Section 6 of this Agreement.  The Exchange Offer shall be registered under the Securities Act on the appropriate form (the “Exchange Registration Statement”) and shall comply with all applicable tender offer rules and regulations under the Exchange Act.  Each of the Issuers agrees to use its reasonable best efforts to (x) cause the Exchange Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is first mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 45th day following the date on which the Exchange Registration Statement is declared effective (but in no event later than the 240th day after the Issue Date).  Each Holder who participates in the Exchange Offer will be required to represent that any Exchange Notes received by it will be acquired in the ordinary course of its business, that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes, that such Holder is not an affiliate of any Issuer within the meaning of Rule 405 under the Securities Act, if such Holder is a broker-dealer, that it will receive Exchange Notes for its own account in exchange for the Notes that were acquired as a result of market-making activities or other trading activities and that it will deliver a Prospectus in connection with any resale of such Exchange Notes and any additional representations that in the written opinion of counsel to the Issuers are necessary under then-existing interpretations of the Commission in order for the Exchange Registration Statement to be declared effective.  Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers and Exchange Notes as to which Section 2(c)(iv) applies, and the Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 of this Agreement.

(b)           The Issuers shall include within the Prospectus contained in the Exchange Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the Staff of the Commission with respect to the potential “underwriter” status of any broker-dealer (including an Initial Purchaser) that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the Staff of the Commission or such positions or policies, in the judgment of the Initial Purchasers, represent the prevailing views of the Staff of the Commission.  Such “Plan of Distribution” section shall also allow, to the extent permitted by applicable policies and regulations of the Commission, the use of the Prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act, including, to the extent so permitted, all Participating Broker-Dealers, and include a statement describing the manner in which Participating Broker-Dealers may resell the Exchange Notes.

Each of the Issuers shall use its best efforts to keep the Exchange Registration Statement effective and to amend and supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time beginning when the Exchange Notes

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are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed and such Persons are no longer required to comply with the prospectus delivery requirements in connection with offers and sales of the Exchange Notes (the “Applicable Period”).

If, upon consummation of the Exchange Offer, any Initial Purchaser holds any Notes acquired by it and having the status of an unsold allotment in the initial distribution, the Issuers upon the request of such Initial Purchaser shall, simultaneously with the delivery of the Exchange Notes in the Exchange Offer, issue and deliver to such Initial Purchaser, in exchange (the “Private Exchange”) for the Notes held by such Initial Purchaser, a like principal amount of debt securities of the Companies that are identical in all material respects to, and evidencing the same continuing indebtedness as, the Exchange Notes and the Notes except for the existence of restrictions on transfer thereof under the Securities Act and securities laws of the several states of the U.S. (the “Private Exchange Notes”) (and which are issued pursuant to the same indenture as the Exchange Notes).  The Issuers shall use their reasonable best efforts to cause the Private Exchange Notes to bear the same CUSIP number as the Exchange Notes to the extent not prohibited by any applicable law or policy of the commission and to the extent the CUSIP Service Bureau will issue the same.  The Issuers shall not have any liability hereunder solely as a result of such Private Exchange Notes not bearing the same CUSIP number as the Exchange Notes.  Interest on the Exchange Notes and Private Exchange Notes will accrue from the last interest payment date on which interest was paid on the Notes surrendered in exchange therefor or, if no interest has been paid on the Notes, from the Issue Date.

In connection with the Exchange Offer, the Issuers shall:

(1)           mail to each Holder a copy of the Prospectus forming part of the Exchange Registration Statement and, in the case of the Holders in Canada, any wrapper used in connection with the private placement of the Exchange Notes in Canada, together with an appropriate letter of transmittal and related documents;

(2)           utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate thereof;

(3)           permit Holders to withdraw tendered Registrable Notes at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer shall remain open; and

(4)           otherwise comply in all material respects with all applicable laws.

As soon as practicable after the close of the Exchange Offer or the Private Exchange, as the case may be, the Issuers shall:

(1)           accept for exchange all Registrable Notes validly tendered and not validly withdrawn pursuant to the Exchange Offer or the Private Exchange;

(2)           deliver to the Trustee for cancellation all Registrable Notes so accepted for exchange; and

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(3)           cause the Trustee to authenticate and deliver promptly to each Holder tendering such Registrable Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Notes of such Holder so accepted for exchange.

The Exchange Notes and the Private Exchange Notes will be issued under the Indenture, which will provide that the Exchange Notes will not be subject to the transfer restrictions set forth in the Indenture and that the Exchange Notes, the Private Exchange Notes and the Notes, if any, and, except for Exchange Notes referred to in Section 2(c)(iv), will not entitle the Holder thereof to Additional Interest under Section 4 of this Agreement, will vote and consent together on all matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Notes, if any, will have the right to vote or consent as a separate class on any matter.

(c)           If, (i) because of any change in law or in currently prevailing interpretations of the staff of the Commission, the Companies are not permitted to effect an Exchange Offer, (ii) the Exchange Offer is not consummated within 240 days of the Issue Date, (iii) any holder of Private Exchange Notes so requests in writing to the Companies or (iv) in the case of any Holder that participates in the Exchange Offer (and tenders its Registrable Notes prior to the expiration thereof), such Holder does not receive Exchange Notes on the date of the exchange that may be sold without restriction under federal securities laws (other than (i) due to the status of such Holder as an affiliate of any Issuer within the meaning of the Securities Act and (ii) a restriction requiring delivery of a prospectus and the prospectus in the Exchange Offer Registration is appropriate or available for such resales) and so notifies the Companies within 30 days following the consummation of the Exchange Offer (and providing a reasonable basis for its conclusions), in the case of each of clauses (i)-(iv), then the Issuers shall promptly deliver to the Holders and the Trustee written notice thereof (the “Shelf Notice”) and shall file a Shelf Registration pursuant to Section 3.

(d)           Any distribution in Canada of the Exchange Notes will be effected solely to holders of Registrable Notes who would be eligible to acquire Exchange Notes pursuant to prospectus exemptions under applicable Canadian securities legislation and, as a condition to the sale of their Registrable Notes pursuant to the Exchange Offer, holders of Registrable Notes in Canada will be required to make certain representations to the Company, including a representation that they are entitled under applicable Canadian securities legislation to acquire the Exchange Notes without the benefit of a prospectus qualified under such applicable securities laws.

3.             Shelf Registration

If a Shelf Notice is delivered as contemplated by Section 2(c), then:

(a)           Shelf Registration.  The Issuers shall as promptly as reasonably practicable file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration”).  If the Issuers shall not have yet filed the Exchange Registration Statement, each of the Issuers shall file with the Commission the Initial Shelf Registration on or prior to the Filing Date and shall use its reasonable best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date.  Otherwise, each of the Issuers shall file as promptly as practicable (such period not to exceed 60 days) with the Commission the

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Initial Shelf Registration after the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date.  The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings).  Each of the Issuers shall use its reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is 24 months from the Issue Date (or, if Rule 144(k) under the Securities Act is amended to permit unlimited resales by non-affiliates within a lesser period, such lesser period) (subject to extension pursuant to the last paragraph of Section 5 hereof) or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes has been declared effective under the Securities Act (the “Effectiveness Period”).

(b)           Subsequent Shelf Registrations.  If the Initial Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder), each of the Issuers shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend the Shelf Registration in a manner to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional “shelf” Registration Statement pursuant to Rule 415 covering all of the Registrable Notes (a “Subsequent Shelf Registration”).  If a Subsequent Shelf Registration is filed, each of the Issuers shall use its reasonable best efforts to cause the Subsequent Shelf Registration to be declared effective as soon as practicable after such filing and to keep such Subsequent Shelf Registration continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the initial Shelf Registration of any Subsequent Shelf Registrations was previously continuously effective. As used herein the term “Shelf Registration” means the Initial Shelf Registration and any Subsequent Shelf Registration.

(c)           Supplements and Amendments.  Each of the Issuers shall promptly supplement and amend any Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Shelf Registration or by any underwriter of such Registrable Notes, in each case, with each Issuer’s consent, which consent shall not be unreasonably withheld or delayed.

4.             Additional Interest

(a)           The Issuers and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision.  Accordingly, each of the Issuers agrees to pay, as liquidated damages, additional interest on the Registrable Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):

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(i)            if (A) either the Exchange Registration Statement or the Initial Shelf Registration has not been filed on or prior to the Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 61st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Filing Date or such 61st day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;

(ii)           if (A) either the Exchange Registration Statement or the Initial Shelf Registration is not declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and

(iii)          if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 240th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of the Exchange Offer or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of .025% per annum for the first 90 days commencing on the (x) 241st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period;

provided, however, that in no event shall the Additional Interest rate on the Registrable Notes exceed in the aggregate 1.0% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Additional Interest may not accrue pursuant to more than one clause of subsection (a) at any one time.

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(b)           The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”).  Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue.  The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.  Any payments made pursuant to this Section 4 shall have the benefit of Section 4.24 of the Indenture, if applicable.

5.             Registration Procedures

In connection with the filing of any Registration Statement pursuant to Sections 2 or 3 hereof, each Issuer shall effect such registrations to permit the exchange or sale of such securities covered thereby in accordance with the intended method or methods of exchange or disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by each Issuer hereunder, each Issuer shall:

(a)           Prepare and file with the Commission prior to the Filing Date, the Exchange Registration Statement or if the Exchange Registration Statement is not filed or is unavailable, a Shelf Registration as prescribed by Section 2 or 3, and use its reasonable best efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided that, if (1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period and has advised the Companies that it is a Participating Broker-Dealer, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Issuers shall, if requested, furnish to and afford the Holders of the Registrable Notes to be registered pursuant to such Shelf Registration or each such Participating Broker-Dealer, as the case may be, covered by such Registration Statement, their counsel and the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least five Business Days prior to such filing).  The Issuers shall not file any such Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement, or any such Participating Broker-Dealer, as the case may be, their counsel, or the managing underwriters, if any, shall reasonably object.

(b)           Prepare and file with the Commission such amendments and post-effective amendments to each Shelf Registration or Exchange Registration Statement, as the case may be, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period or the Applicable Period, as the case may be; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented

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to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act applicable to it with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by a Participating Broker-Dealer covered by any such Prospectus.  The Issuers shall be deemed not to have used their reasonable best efforts to keep a Registration Statement effective during the Applicable Period if they voluntarily take any action that would result in selling Holders of the Registrable Notes covered thereby or Participating Broker-Dealers seeking to sell Exchange Notes not being able to sell such Registrable Notes or such Exchange Notes during that period unless such action is required by applicable law, rule or regulation or unless the Issuers comply with this Agreement, including, without limitation, the provisions of paragraph 5(j) hereof and the last paragraph of Section 5.

(c)           If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period from whom the Issuers have received written notice that it will be a Participating Broker-Dealer, notify the selling Holders of Registrable Notes, and each such Participating Broker-Dealer, their counsel and the managing underwriters, if any, promptly (but in any event within two Business Days), and confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective (including in such notice a written statement that any Holder may, upon request, obtain, without charge, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii)  of the receipt by any Issuer of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (iv) of the happening of any event, the existence of any condition or any information becoming known that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in, or amendments or supplements to, such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (v) of the Issuers’ reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.

(d)           If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be

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delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use its reasonable best efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer, for sale in any jurisdiction, and, if any such order is issued, to use its best efforts to obtain the withdrawal of any such order at the earliest possible date.

(e)           If a Shelf Registration is filed pursuant to Section 3 and if requested by the managing underwriters, if any, or the Holders of a majority in aggregate principal amount of the Registrable Notes being sold in connection with an underwritten offering, (i) as promptly as practicable incorporate in a prospectus supplement or post-effective amendment such information or revisions to information therein relating to such underwriters or selling Holders as the managing underwriters, if any, or such Holders or their counsel reasonably request to be included or made therein, (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Issuers have received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment, and (iii) supplement or make amendments to such Registration Statement.

(f)            If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, furnish to each selling Holder of Registrable Notes under the Shelf Registration and to each such Participating Broker-Dealer who so requests in writing and to their respective counsel and each managing underwriter, if any, without charge, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.

(g)           If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer, deliver to each selling Holder of Registrable Notes under the Shelf Registration or each such Participating Broker-Dealer, as the case may be, their respective counsel, and the underwriters, if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request in writing; and, subject to the last paragraph of this Section 5, the Issuers hereby consent to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Notes and each Participating Broker-Dealer and the underwriters or agents, if any, and dealers (if any), in connection with the offering and sale of the Registrable Notes covered by, or the sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or supplement thereto.

(h)           Prior to any public offering of Registrable Notes or any delivery of a Prospectus contained in the Exchange Registration Statement by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use its reasonable best efforts to register or qualify, and cooperate with the selling Holders of Registrable Notes and each such

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Participating Broker-Dealer, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Notes or Exchange Notes, as the case may be, for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters, if any, reasonably request in writing; provided that where Exchange Notes held by Participating Broker-Dealers or Registrable Notes are offered pursuant to an underwritten offering, counsel to the underwriters shall, at the cost and expense of the Issuers, perform the Blue Sky investigations and file registrations and qualifications required to be filed pursuant to this Section 5(h); keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Exchange Notes by Participating Broker-Dealers or the Registrable Notes covered by the applicable Registration Statement; provided that no Issuer shall be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation in any such jurisdiction where it is not then so subject.

(i)            If a Shelf Registration is filed pursuant to Section 3, cooperate with the selling Holders of Registrable Notes, any Participating Broker-Dealer and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be sold, which certificates shall not bear any restrictive legends (other than as required by the Depository Trust Company) and shall be in a form eligible for deposit with The Depository Trust Company; and enable such Registrable Notes to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Holders may reasonably request.

(j)            If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon the occurrence of any event contemplated by paragraph 5(c)(iv) or 5(c)(v) hereof, as promptly as practicable prepare and (subject to Section 5(a) hereof) file with the Commission, at the Issuers’ sole expense, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Notes being sold thereunder or to the purchasers of the Exchange Notes to whom such Prospectus will be delivered by a Participating Broker-Dealer, any such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Issuers shall not be required to amend or supplement a Shelf Registration Statement or Prospectus relating thereto, on no more than two occasions after the Issue Date, for a reasonable period of time, but not in excess of 90 days in any consecutive twelve-month period, if the Issuers determine reasonably and in good faith that such amendment or supplement would require the disclosure of non-public material information that, in the reasonable judgment of the Issuers, would be detrimental to Parent and its subsidiaries if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition,

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merger or other material transaction.  In such circumstances, the period of effectiveness of the Exchange Registration Statement provided for in Section 2(b) and the Shelf Registration Statement provided for in Section 3(a) shall each be extended by the number of days from and including the date of the giving of a notice pursuant to Section 5(c) to and including the date when the Initial Purchasers and the Holders of the Registrable Notes shall have received such amended or supplemented Prospectus pursuant to this Section 5(j).

(k)           To the extent the Registrable Notes are not rated, use its reasonable best efforts to cause the Registrable Notes covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Registrable Notes covered by such Registration Statement or the managing underwriter or underwriters, if any.

(l)            Prior to the effective date of the first Registration Statement relating to the Registrable Notes, (i) provide the Trustee with printed certificates for the Registrable Notes or the Exchange Notes, as the case may be, in a form eligible for deposit with the Depository Trust Company and (ii) provide a CUSIP number for the Registrable Notes or the Exchange Notes, as the case may be.

(m)          In connection with an underwritten offering of Registrable Notes pursuant to a Shelf Registration, enter into an underwriting agreement as is customary in underwritten offerings of debt securities similar to the Notes and take all such other actions as are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Notes and, in such connection, (i) make such representations and warranties to the underwriters, with respect to the business of the Issuers and their respective subsidiaries and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of debt securities similar to the Notes, and confirm the same in writing if and when requested; (ii) obtain the opinion of counsel to the Issuers and updates thereof in form and substance reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters covering the matters customarily covered in opinions requested in underwritten offerings of debt securities similar to the Notes and such other matters as may be reasonably requested by managing underwriters; (iii) obtain “cold comfort” letters and updates thereof in form and substance reasonably satisfactory to the managing underwriter or underwriters from the independent certified public accountants of the Issuers (and, if necessary, any other independent certified public accountants of any subsidiary of any Issuer or of any business acquired by any Issuer for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings of debt securities similar to the Notes and such other matters as reasonably requested by the managing underwriter or underwriters; and (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable than those set forth in Section 7 hereof (or such other provisions and procedures acceptable to Holders of a majority in aggregate principal amount of Registrable Notes covered by such Registration Statement and the managing underwriter or underwriters or agents) with respect to all parties to be indemnified pursuant to

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said Section.  The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder.

(n)           If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, make available for inspection by any selling Holder of such Registrable Notes being sold, and each Participating Broker-Dealer, any underwriter participating in any such disposition of Registrable Notes, if any, and any attorney, accountant or other agent retained by any such selling Holder, each Participating Broker-Dealer, as the case may be, or underwriter (collectively, the “Inspectors”), at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of each Issuer and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of each Issuer and its subsidiaries to supply all information reasonably requested by any such Inspector in connection with such Registration Statement, provided, however, that the foregoing inspection shall be co-ordinated by one counsel (and any local counsel) designated by the Holders of a majority of the Notes being registered that is the subject of such Registration Statement.  Records which an Issuer determines, in good faith, to be confidential and any Records which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such Registration Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) the information in such Records has been made generally available to the public other than as a result of a disclosure or failure to safeguard by such Inspector or (iv) disclosure of such information is, in the opinion of counsel for any Inspector, necessary or advisable in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Inspector and arising out of, based upon, related to, or involving this Agreement, or any transactions contemplated hereby or arising hereunder. Each selling Holder of such Registrable Notes and each Participating Broker-Dealer will be required to agree in writing that information obtained by it as a result of such inspections shall be deemed confidential (subject to the exceptions described above) and shall not be used by it as the basis for any market transactions in the securities of any Issuer unless and until such is made generally available to the public.  Each Inspector, each selling Holder of such Registrable Notes and each Participating Broker-Dealer will be required to further agree that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction pursuant to clauses (ii) or (iv) of the previous sentence or otherwise, give notice to the Issuers and allow the Issuers to undertake appropriate action to obtain a protective order or otherwise prevent  disclosure of the Records deemed confidential at its expense.

(o)           Provide an indenture trustee for the Registrable Notes or the Exchange Notes, as the case may be, and cause the Indenture to be qualified under the TIA not later than the effective date of the Exchange Offer or the first Registration Statement relating to the Registrable Notes; and in connection therewith, cooperate with the trustee under the Indenture and the Holders of the Registrable Notes, to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA; and execute, and use its reasonable best efforts to cause such trustee to execute, all documents as may be required to effect

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such changes, and all other forms and documents required to be filed with the Commission to enable the Indenture to be so qualified in a timely manner.

(p)           Comply with all applicable rules and regulations of the Commission and make generally available to its securityholders earnings statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 60 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Notes are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of Parent after the effective date of a Registration Statement, which statements shall cover said 12-month periods.

(q)           Upon consummation of the Exchange Offer or a Private Exchange, obtain an opinion of counsel to the Issuers, in a form customary for underwritten transactions, addressed to the Trustee for the benefit of all Holders of Registrable Notes participating in the Exchange Offer or the Private Exchange, as the case may be, that the Exchange Notes or the Private Exchange Notes, as the case may be, the Guarantees and the related indenture constitute legally valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their respective terms.

(r)            If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Notes by Holders to the Issuers (or to such other Person as directed by the Companies) in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be, the Issuers shall mark, or caused to be marked, on such Registrable Notes that such Registrable Notes are being cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be; in no event shall such Registrable Notes be marked as paid or otherwise satisfied and in no event shall the debt evidenced by such Registrable Notes be cancelled by reason of the events described in this Section 5(r).

(s)           Cooperate with each exchanger or seller of Registrable Notes covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Notes and their respective counsel in connection with any filings required to be made with the NASD.

(t)            Use its reasonable best efforts to take all other steps reasonably necessary to effect the registration of the Registrable Notes covered by a Registration Statement contemplated hereby.

The Issuers may require each seller of Registrable Notes as to which any registration is being effected to furnish to the Issuers such information regarding such seller and the distribution of such Registrable Notes as the Issuers may, from time to time, reasonably request.  The Issuers may exclude from such registration the Registrable Notes of any seller who fails to furnish such information within a reasonable time after receiving such request.  Each seller as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make the information previously furnished to the Issuers by such seller not materially misleading.

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Each Holder of Registrable Notes and each Participating Broker-Dealer agrees by acquisition of such Registrable Notes or Exchange Notes to be sold by such Participating Broker-Dealer, as the case may be, that, upon receipt of any notice from the Issuers of the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv) or 5(c)(v), such Holder will forthwith discontinue disposition of such Registrable Notes covered by such Registration Statement or Prospectus or Exchange Notes to be sold by such Holder or Participating Broker-Dealer, as the case may be, and, in each case, dissemination of such Prospectus until such Holder’s or Participating Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(j), or until it is advised in writing (the “Advice”) by the Companies that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto.  In the event the Issuers shall give any such notice, each of the Effectiveness Period and the Applicable Period shall be extended by the number of days during such periods from and including the date of the giving of such notice to and including the date when each seller of Registrable Notes covered by such Registration Statement or Exchange Notes to be sold by such Participating Broker-Dealer, as the case may be, shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 5(j) or (y) the Advice.

6.             Registration Expenses

All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of one counsel (and any local counsel) in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registration, (iv) fees and disbursements of counsel for the Issuers and fees and disbursements of one special counsel (and any local counsel) for the Initial Purchasers and the sellers of Registrable Notes, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(m)(iii) (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if any Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Issuers, (ix) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (x) the expense of any annual or

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special audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement.

7.             Indemnification

(a)           Each of the Issuers jointly and severally agrees to indemnify and hold harmless each Holder of Registrable Notes and each Participating Broker-Dealer, the officers, directors, employees and agents of each such Person, and each Person, if any, who controls any such Person within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Participant”), from and against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses actually incurred in connection with any suit, action or proceeding or any claim asserted) caused by, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (as amended or supplemented if the Issuers shall have furnished any amendments or supplements thereto) or caused by, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Participant furnished to the Issuers in writing by or on behalf of such Participant expressly for use therein; provided, however, that in respect of a Shelf Registration, none of the Issuers will be liable to any Participant with respect to any such untrue statement or omission made in any preliminary prospectus that is corrected in the Prospectus (or any amendment or supplement thereto) if the person asserting any such loss, claim, damage, expense or liability purchased Registrable Notes from such Participant in reliance upon the preliminary prospectus but was not sent or given a copy of the Prospectus(as amended or supplemented) at or prior to the written confirmation of the sale of the Registrable Notes to such person in any case where such deliver of such Prospectus (as so amended or supplemented) is required by the Securities Act and such loss, claim, damage, expense or liability is caused by such untrue statement or omission, unless such failure to deliver such Prospectus (as amended or supplemented) was a result of non-compliance by the Issuers with Section 5 of this Agreement, provided, further, that this limitation of liability applies only where the misstatement or omission has been brought to the attention of the Participants and their counsel prior to pricing and on a timely basis.

(b)           Each Participant will be required to agree, severally and not jointly, to indemnify and hold harmless each Issuer, its directors and officers and each Person who controls each Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Issuers to each Participant, but only with reference to information relating to such Participant furnished to the Issuers in writing by such Participant expressly for use in any Registration Statement or Prospectus, any amendment or supplement thereto, or any preliminary prospectus.  The liability of any Participant under this paragraph shall in no event exceed the proceeds received by such Participant from sales of Registrable Notes or Exchange Notes giving rise to such obligations.

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(c)           If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Person”) in writing, and the Indemnifying Person, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may reasonably designate in such proceeding and shall pay the reasonable fees and expenses actually incurred by such counsel related to such proceeding; provided, however, that the failure to so notify the Indemnifying Person shall not relieve it of any obligation or liability which it may have under Section 7 (a) or 7 (b) above except to the extent that the Indemnifying Person is unaware of the commencement of such action and such omission results in the forfeiture by the Indemnifying Person of substantial rights and defenses.  In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and the Indemnified Person shall have reasonably concluded that there may be one or more legal defenses available to it and/or other Indemnified Persons that are different from or in addition to those available to any such Indemnifying Person.  It is understood that, unless there is a conflict among Indemnified Persons, the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred.  Any such separate firm for the Participants and control Persons of Participants shall be designated in writing by Participants who sold a majority in interest of Registrable Notes sold by all such Participants and any such separate firm for the Issuers, their respective directors, officers and such control Persons of the Issuers shall be designated in writing by the Companies.  The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final non-appealable judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for reasonable fees and expenses actually incurred by counsel as contemplated by the third sentence of this paragraph, the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its consent if (i) such settlement is entered into more than 30 days after receipt by such Indemnifying Person of the aforesaid request and (ii) such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement; provided, however, that the Indemnifying Person shall not be liable for any settlement effected without its consent pursuant to this sentence if the Indemnifying Person is contesting, in good faith, the request for reimbursement and all other fees and expenses of counsel not so contested shall have been reimbursed.  No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity

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could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of an Indemnified Person.

(d)           If the indemnification provided for in the first and second paragraphs of this Section 7 is unavailable to, or insufficient to hold harmless, an Indemnified Person in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Person or Persons on the one hand and the Indemnified Person or Persons on the other in connection with the statements or omissions (or alleged statements or omissions) that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations.  The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers on the one hand or by the Participants or such other Indemnified Person, as the case may be, on the other, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission and any other equitable considerations appropriate under the circumstances.

(e)           The parties agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Participants were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses actually incurred by such Indemnified Person in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 7, in no event shall a Participant be required to contribute any amount in excess of the amount by which proceeds received by such Participant from sales of Registrable Notes or Exchange Notes, as the case may be, exceeds the amount of any damages that such Participant has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(f)            The indemnity and contribution agreements contained in this Section 7 will be in addition to any liability which the Indemnifying Persons may otherwise have to the Indemnified Persons referred to above.

8.             Rules 144 and 144A

Each of the Issuers covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the

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Commission thereunder in a timely manner and, if at any time it is not required to file such reports, it will, upon the request of any Holder of Registrable Notes, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. Each of the Issuers further covenants, for so long as any Registrable Notes remain outstanding, to make available to any Holder or beneficial owner of Registrable Notes in connection with any sale thereof and any prospective purchaser of such Registrable Notes from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Registrable Notes pursuant to Rule 144A, unless the Issuers are subject to Sections 15(d) or 13 of the Exchange Act, or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act.

9.             Underwritten Registrations

If any of the Registrable Notes covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Notes included in such offering and reasonably acceptable to the Issuers.

No Holder of Registrable Notes may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

10.           Miscellaneous

(a)           Remedies.  In the event of a breach by any Issuer of any of its obligations under this Agreement, each Holder of Registrable Notes and each Participating Broker-Dealer holding Exchange Notes, in addition to being entitled to exercise all rights provided herein, in the Indenture or, in the case of an Initial Purchaser, in the Purchase Agreement, or granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.  Each Issuer agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b)           No Inconsistent Agreements.  None of the Issuers has entered, as of the date hereof, and none of the Issuers shall enter, after the date of this Agreement, into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders of Registrable Notes in this Agreement or otherwise conflicts with the provisions hereof.  None of the Issuers has entered and none of the Issuers shall enter into any agreement with respect to any of its securities which will grant to any Person piggy-back rights with respect to a Registration Statement.

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(c)           Adjustments Affecting Registrable Notes.  None of the Issuers shall, directly or indirectly, take any action with respect to the Registrable Notes as a class that would adversely affect the ability of the Holders of Registrable Notes to include such Registrable Notes in a registration undertaken pursuant to this Agreement.

(d)           Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of the Issuers and (A) the Holders of not less than a majority in aggregate principal amount of the then outstanding Registrable Notes and (B) in circumstances that would adversely affect Participating Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in aggregate principal amount of the Exchange Notes held by all Participating Broker-Dealers; provided, however, that Section 7 and this Section 10(d) may not be amended, modified or supplemented without the prior written consent of each Holder and each Participating Broker-Dealer (including any person who was a Holder or Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case may be, disposed of pursuant to any Registration Statement).  Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Notes whose securities are being tendered pursuant to the Exchange Offer or sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Notes may be given by Holders of at least a majority in aggregate principal amount of the Registrable Notes being tendered or being sold by such Holders pursuant to such Registration Statement.

(e)           Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, registered first-class mail, next-day air courier or telecopier:

(i)            if to a Holder of Registrable Notes or any Participating Broker-Dealer, at the most current address of such Holder or Participating Broker-Dealer, as the case may be, set forth on the records of the registrar under the Indenture, with a copy in like manner to the Initial Purchasers as follows:

	CIBC WORLD MARKETS CORP.
	SCOTIA CAPITAL (USA) INC.
	NBF SECURITIES (USA) CORP.
	c/o CIBC World Markets Corp.
	425 Lexington Avenue
	3rd Floor
	New York, New York  10017
	Facsimile No.:  (212) 885-4998
	Attention:  Leveraged Finance Group
with a copy to:

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	CAHILL GORDON & REINDEL LLP
	80 Pine Street
	New York, New York  10005
	Facsimile No.:  (212) 269-5420
	Attention:  Roger Meltzer, Esq.
(ii)	if to the Initial Purchasers, at the address specified in Section 10(e)(1);
(iii)	if to the Issuers, as follows:
	ALIMENTATION COUCHE-TARD INC.
	1600 St. Martin Boulevard West
	Tower B, Suite 280
	Laval, Quebec, Canada (H7G 4S7)
	Attention: Richard Fortin
	Facsimile No.: (450) 662-7537
with copies to:
	DAVIES WARD PHILLIPS & VINEBERG LLP
	1501 McGill College Avenue
	26th Floor, Montreal Canada (H3A 3N9)
	Attention:  Maryse Bertrand
	Facsimile No. (514) 841-6499

All such notices and communications shall be deemed to have been duly given:  when delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier guaranteeing overnight delivery; and when receipt is acknowledged by the addressee, if telecopied.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee under the Indenture at the address specified in such Indenture.

(f)            Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto and the Holders; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign holds Registrable Notes.

(g)           Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h)           Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

23

(i)            Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(j)            Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(k)           Notes Held by any Issuer or Its Affiliates.  Whenever the consent or approval of Holders of a specified percentage of Registrable Notes is required hereunder, Registrable Notes held by any Issuer or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(l)            Third Party Beneficiaries.  Holders of Registrable Notes and Participating Broker-Dealers are intended third party beneficiaries of this Agreement and this Agreement may be enforced by such Persons.

(m)          Entire Agreement.  This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda among the Initial Purchasers on the one hand and Issuers on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby.

(n)           Joint and Several Obligations. All of the obligations of the Issuers hereunder shall be joint and several obligations of each of them.

(o)           Agent for Service; Submission to Jurisdiction; Waiver of Immunities.  By the execution and delivery of this Agreement, each Issuer (i) acknowledges that such Issuer has, by separate written instrument, irrevocably designated and appointed CT Corporation, System (“CT”) (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement the Notes and the Guarantees or the Exchange Notes that may be instituted in any federal or state court in the State of New York or brought under Federal or state securities laws, and acknowledges that CT has accepted

24

such designation, (ii) irrevocably submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT and written notices of said service to such Issuer in accordance with Section 10(e) hereof shall be deemed effective service of process upon it in any such suit or proceeding.  Each Issuer further agrees to take any reasonable all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT in full force and effect so long as any of the Notes and the Guarantees shall be outstanding; provided, however, that such Issuer may, by written notice to the Initial Purchasers, designate such additional or alternative agent for service of process under this Section (o) that (i) maintains an office located in the Borough of Manhattan, City of New York in the State of New York and (ii) is a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business.  Such written notice shall identify the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan, City of New York, State of New York.

To the extent that any Issuer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Notes and the Guarantees and the Exchange Notes.  In addition, each Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Agreement, the Notes and the Guarantees or the Exchange Notes or the subject matter hereof or thereof may not be enforced in such courts.

The Issuers and the Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Section (o) shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against any Issuer or its property in the courts of any other jurisdictions.

(p)           Judgment Currency.  The Issuers, jointly and severally, agree to indemnify and hold harmless each Holder (including each Initial Purchaser and each affiliate thereof and, with respect to any Prospectus delivery as contemplated by Section 5(c) hereof, each Participating Broker-Dealer), the directors, officers, employees and agents of each such Holder and each person who controls any such Holder within the meaning of either the Securities Act or the Exchange Act against any loss incurred by such indemnified party as a result of any judgment or order being given or made in favor of such indemnified party for any amount due under this Agreement and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than United States dollar and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York at which such indemnified party on the date of payment of such judgment or order is able to purchase United States dollars with the amount of the Judgment Currency actually received by such indemnified party.  The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.  The term “spot rate of exchange” shall include

25

any premiums and costs of exchange payable in connection with the purchase of, or conversion into, United States dollars.

(q)           ACT Financial Trust. With respect to ACT Financial Trust only, the trustee is signing this Agreement in its capacity as trustee of ACT Financial Trust and not in any other capacity and ACT Financial Trust, solely, shall be responsible for the performance of ACT Financial Trust’s obligations under this Agreement and the trust property, solely, shall be subject to levy or execution in satisfaction of such obligations.

26

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

COMPANIES:
COUCHE-TARD U.S. L.P.
By:	/s/ Richard F. Fortin
	Name:	Richard Fortin
	Title:	Authorized Person
COUCHE-TARD FINANCING CORP.
By:	/s/ Richard F. Fortin
	Name:	Richard Fortin
	Title:	Authorized Person

S-1

GUARANTORS:

ALIMENTATION COUCHE-TARD INC.

DÉPAN-ESCOMPTE COUCHE-TARD INC.

COUCHE-TARD INC.

MAC’S CONVENIENCE STORES INC.

COUCHE-TARD/MAC’S L.P.

DUNKIN DONUTS MASTER

    FRANCHISEE QUEBEC INC.

3053854 NOVA SCOTIA COMPANY

3055854 NOVA SCOTIA COMPANY

MAC’S CONVENIENCE STORES LLC

THE CIRCLE K CORPORATION

CIRCLE K STORES INC.

CIRCLE K ENTERPRISES INC.

By:	/s/ Richard F. Fortin
Name:		Richard Fortin
Title:		Authorized Person

S-2

ACT FINANCIAL TRUST
By:	/s/ P. Jean Cléroux
P. Jean Cléroux, as Trustee on behalf of ACT Financial Trust

S-3

CIBC WORLD MARKETS CORP.
By:		/s/ Brian S. Perman
		Name: Brian S. Perman
		Title: Managing Director
SCOTIA CAPITAL (USA) INC.
By:		/s/ Frank Pinon
		Name: Frank Pinon
		Title: Managing Director
NBF SECURITIES (USA) CORP.
By:	/s/ Gerald Wetzel
Name:		Gerald Wetzel
Title:		Chief Compliance Officer

S-4

EX-5.1

Exhibit 5.1

CONSENT OF RAYMOND CHABOT GRANT THORNTON

We have issued our reports dated June 13, 2003, except for Notes 27 and 28 which are as of December 17, 2003, accompanying the consolidated financial statements of Alimentation Couche-Tard Inc. contained in the Registration Statement (Form F-10, Form S-4 and Form F-4 dated February 13, 2004) of Alimentation Couche-Tard Inc., Couche-Tard U.S. L.P. and Couche-Tard Financing Corp. and the related Prospectus for the registration of $350,000,000 of 7½% Senior Subordinated Notes due 2013 to be exchanged for $350,000,000 of outstanding 7½% Senior Subordinated Notes due 2013. We consent to the use of the aforementioned reports in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts”.

/s/ RAYMOND CHABOT GRANT THORNTON

Montreal, Canada

February 13, 2004

EX-5.2

Exhibit 5.2

Consent of Ernst & Young LLP

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated July 31, 2003 with respect to the combined consolidated financial statements of The Circle K Corporation as of December 31, 2002 and 2001 and for the year ended December 31, 2002 and the period from September 15, 2001 to December 31, 2001 and with respect to the consolidated financial statements of The Circle K Corporation for the period from January 1, 2001 to September 14, 2001 and the year ended December 31, 2000 included in the Registration Statement (Form F-10, Form S-4, and Form F-4 dated February 13, 2004) of Alimentation Couche-Tard Inc., Couche-Tard U.S. L.P. and Couche-Tard Financing Corp. and the related Prospectus for the registration of US$350,000,000 of registered 7½% Senior Subordinated Notes due 2013 to be exchanged for US$350,000,000 of outstanding 7½% Senior Subordinated Notes due 2013.

/s/ Ernst & Young LLP

Houston, Texas

February 13, 2004

EX-5.5

Exhibit 5.5

625 Madison Avenue , 12^th Floor, New York, NY  10022, U.S.A.

Telephone : 212.308.8866   Fax : 212.308.0132

February 13, 2004

Couche-Tard U.S. L.P., and
Couche-Tard Financing Corp.
1500 North Priest Drive
Tempe, Arizona  85281

Ladies and Gentlemen:

We have acted as United States and New York counsel to Couche-Tard U.S. L.P., a Delaware limited partnership, and Couche-Tard Financing Corp., a Delaware corporation, (collectively, the “Issuers”) in connection with the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of  U.S.$350,000,000 aggregate principal amount of the Issuers’ 7½% Senior Subordinated Notes due 2013 (the “Exchange Notes”) to be issued in exchange for the Issuers outstanding 7½% Senior Subordinated Notes due 2013 (the “Old Notes”) and as United States and New York counsel to each of the entities listed on Schedule A hereto (collectively, the “Guarantors”) in connection with the registration under the Securities Act of the related guarantees (the “Guarantees”) of the obligations of the Issuers under the Exchange Notes.  The Exchange Notes and the Guarantees will be issued pursuant to an indenture, dated December 17, 2003 (as amended and supplemented from time to time, the “Indenture”), among the Issuers, the Guarantors and Wells Fargo Minnesota, N.A., as trustee (the “Trustee”).  For the purposes of this opinion letter, the term “Delaware Guarantors” means, collectively, Circle K Enterprises Inc., a Delaware corporation, Mac’s Convenience Stores LLC, a Delaware limited liability company, and The Circle K Corporation, a Delaware corporation, and the term “Delaware Entities” means, collectively, the Issuers and the Delaware Guarantors.

We have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of the opinions expressed below, including (i) the organizational documents of the Delaware Entities, (ii) minutes and records of the corporate, limited partnership or limited liability company proceedings, as applicable, of the Issuers with respect to the Exchange Notes and of the Delaware Guarantors with respect to the Guarantees of the Delaware Guarantors, (iii) the Indenture and (iv) the registration statement relating to the Exchange Notes and the Guarantees on Forms F-10, S-4 and F-4 filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”).  We have also examined such statutes, public and corporate or similar records of the

New York   •   Toronto   •   Montreal   •   Beijing   •   Paris

Delaware Entities and such documents and certificates of officers of the Delaware Entities and others (including governmental authorities and government officials), and we have considered such questions of law, as we have considered relevant and necessary as a basis for the opinions expressed below.  In all such examinations we have assumed without verification the genuineness of all signatures, the legal capacity of all individuals, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, photostatic or facsimile copies.  We have also assumed without verification that (i) each Guarantor other than the Delaware Guarantors (each individually referred to herein as an “Non-Delaware Guarantor” and, collectively, the “Non-Delaware Guarantors”) has been duly organized under the laws of its jurisdiction of organization and is an existing entity in good standing under the laws of its jurisdiction of organization, (ii) each of the documents referred to herein to which a Non-Delaware Guarantor is a party has been duly authorized, executed and delivered by such Non-Delaware Guarantor and, except as set forth in the opinions expressed below as to New York law, constitutes a valid and legally binding obligation of such Non-Delaware Guarantor enforceable against such Non-Delaware Guarantor, (iii) the Indenture has been duly authorized, executed and delivered by the Trustee, (iv) the execution, delivery and performance of such documents by each Non-Delaware Guarantor will not conflict with any provision of law (other than the Federal laws of the United States and the laws of the State of New York) applicable to such Non-Delaware Guarantor, and (v) to the extent that Nova Scotia law applies or is relevant with respect to 3055854 Nova Scotia Company, the general partner of Couche-Tard U.S. L.P., (A) 3055854 Nova Scotia Company was and is duly authorized to act as the general partner of Couche-Tard U.S. L.P., (B) 3055854 Nova Scotia Company has all necessary power and authority to authorize Couche-Tard U.S. L.P. to perform its obligations under the New York Agreements to which Couche-Tard U.S. L.P. is a party, and (C) each of the New York Agreements to which Couche-Tard U.S. L.P. is a party and the resolutions of 3055854 Nova Scotia Company authorizing the transactions contemplated by the New York Agreements have been duly, approved, authorized and executed by 3055854 Nova Scotia Company.  We note that you have received opinions from other counsel with respect to the matters described in clauses (i), (ii) and (v) of the previous sentence.

The opinions expressed below are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) bankruptcy, insolvency, fraudulent transfer, moratorium, winding-up, reorganization, arrangement and other laws affecting the rights of creditors generally, (ii) general principles of equity and the qualification that equitable remedies, including, without limitation, specific performance and injunction, may be granted only in the discretion of a court of competent jurisdiction and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

In rendering the opinions below, we are expressing no opinion as to Federal or state laws relating to fraudulent transfers.

The law covered by the opinions expressed below is limited to the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware, the Revised Uniform Partnership Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware, and we express no opinion as to any laws, or any matters governed by any laws, of any other jurisdiction.

Based upon and subject to the foregoing, we are of the opinion that:

1.                             Each of the Delaware Entities has been duly incorporated or formed, as applicable, and is validly existing and in good standing under the laws of the State of Delaware.

2.                             The Exchange Notes have been duly authorized by each of the Issuers for issuance and, when the Registration Statement has become effective under the Securities Act, and when the Exchange Notes have been (i) executed and delivered by the Issuers and authenticated by the Trustee in accordance with the provisions of the Indenture and (ii) delivered to the holders of the Old Notes in exchange therefor, such Exchange Notes will have been duly executed, issued and delivered by the Issuers and will constitute valid and binding obligations of the Issuers, entitled to the benefits of the Indenture and enforceable against the Issuers in accordance with their terms.

3.                             The Guarantees of the Delaware Guarantors have been duly authorized by all necessary corporate, limited partnership or limited liability company action, as applicable, on the part of each DelawareGuarantor and, when the Registration Statement has become effective under the Securities Act and the Guarantees of the DelawareGuarantors are delivered in accordance with the provisions of the Indenture, the Guarantees of the DelawareGuarantors will have been validly executed, issued and delivered by the Delaware Guarantors and will represent valid and binding obligations of the DelawareGuarantors.

4.                             Assuming the Guarantees have been duly authorized, executed and delivered by the Non-Delaware Guarantors, when the Registration Statement has become effective under the Securities Act and the Guarantees of the Non-DelawareGuarantors are delivered in accordance with the provisions of the Indenture, the Guarantees of the Non-DelawareGuarantors will represent valid and binding obligations of the Non-DelawareGuarantors.

The foregoing opinions are given as of the date hereof and assume that no change in applicable law will occur between the date hereof and the date of the issuance and sale of the Exchange Notes and the Guarantees.

In rendering the foregoing opinions, we have assumed that (i) the Exchange Notes and form of Guarantees will conform to the specimens thereof examined by us and (ii) the Trustee’s certificates of authentication of the Exchange Notes will be manually signed by one of the Trustee’s authorized officers, assumptions that we have not independently verified.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement.  In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

This opinion letter is addressed to you and is solely for your benefit in connection with the filing of the Registration Statement and is not to be quoted from or otherwise referred to in any other document or used, communicated to or relied upon by any person or for any other purpose.

Very truly yours,

/s/ Davies Ward Phillips & Vineberg LLP

SCHEDULE A

Alimentation Couche-Tard Inc.

Dépan-Escompte Couche-Tard Inc.

Couche-Tard Inc.

Couche-Tard/Mac’s L.P.

Mac’s Convenience Stores Inc.

3053854 Nova Scotia Company

3055854 Nova Scotia Company

ACT Financial Trust

Dunkin Donuts Master Franchisee Quebec Inc.

Mac’s Convenience Stores LLC

The Circle K Corporation

Circle K Stores Inc.

Circle K Enterprises Inc.

EX-5.6

Exhibit 5.6

1501 McGill College Avenue , 26^th Floor, Montreal Canada  H3A 3N9

Telephone : 514.841.6400    Fax : 514.841.6499

February 13, 2004

Couche-Tard U.S. L.P., and
Couche-Tard Financing Corp.
1500 North Priest Drive
Tempe, Arizona  85281

Offer to Exchange 7½% Senior Notes due 2013 of
Couche-Tard U.S. L.P. and Couche-Tard Financing Corp.

Ladies and Gentlemen:

We have acted as Québec and Ontario counsel to Alimentation Couche-Tard Inc., ACT Financial Trust, Couche-Tard Inc., Couche-Tard/Mac’s L.P., Dépan-Escompte Couche-Tard Inc., Dunkin Donuts Master Franchisee Québec Inc. and Mac’s Convenience Stores Inc. (collectively, the “Covered Guarantors”) in connection with the proposed registration (the “Exchange Offer”) by Couche-Tard U.S. L.P. and Couche-Tard Financing Corp. (collectively, the “Issuers”) of up to U.S.$350,000,000 aggregate principal amount of the Issuers’ 7½% Senior Notes due 2013 (the “Exchange Notes”) pursuant to a Registration Statement on Forms F-10, S-4 and F-4 filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2004 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”).  The obligations of the Issuers under the Exchange Notes will be guaranteed (the “Guarantees”) by the guarantors listed on Schedule A hereto, including the Covered Guarantors (the “Guarantors”).  The Exchange Notes and the Guarantees will be issued pursuant to an indenture (as amended and supplemented from time to time, the “Indenture”), dated December 17, 2003 among the Issuers, the Guarantors and Wells Fargo Minnesota, N.A. (the “Trustee”), as trustee.  The Exchange Notes and the Guarantees will be issued in exchange for and in replacement of the Issuers’ 7½% Senior Notes due 2013, of which U.S.$350,000,000 in aggregate principal amount is outstanding.

We have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of the opinions expressed below, including (i) the organizational documents of the Covered Guarantors, (ii) minutes and records of the corporate, limited partnership or trust, as applicable, proceedings of the Covered Guarantors with respect to the Guarantees, (iii) the Indenture, (iv) the Registration Statement, (v) a certificat d’attestation issued by l’Inspecteur général des institutions financières for each of Alimentation Couche-Tard Inc., ACT Financial Trust, Couche-Tard Inc., Couche-Tard/Mac’s L.P., Dépan-Escompte Couche-Tard Inc. and Dunkin Donuts Master Franchisee Québec Inc. dated February 13, 2004

Montréal  Ÿ  Toronto  ŸNew York  ŸBeijing  ŸParis

-2-

(collectively, the “Certificate of Attestation”), (vi) a certificate of compliance issued by Industry Canada for Couche-Tard Inc. dated February 13, 2004(the “Certificate of Compliance”) and (vii) a certificate of status issued by the Ontario Ministry of Consumer and Commercial Relations for Mac’s Convenience Stores Inc. dated February 13, 2004(the “Certificate of Status”).

We have also examined such statutes, public, corporate, partnership or trust records, as applicable, of the Covered Guarantors and such documents and certificates of officers of the Covered Guarantors and others (including governmental authorities and government officials), and we have considered such questions of law, as we have considered relevant and necessary as a basis for the opinions expressed below.

In all such examinations we have assumed the genuineness of all signatures, the legal capacity of all individuals, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, photostatic or facsimile copies.  We have also assumed that the Indenture has been duly authorized, executed and delivered by the Issuers and the Trustee and is a valid and legally binding obligation of the Issuers, the Trustee and the Covered Guarantors.

For the purposes of the opinion expressed in paragraph 1 below, we have relied, as to existence only, on the Certificate of Attestation, the Certificate of Compliance and the Certificate of Status, as applicable, for each of the Covered Guarantors.

The opinions expressed below are limited to the laws of the Provinces of Québec and Ontario and the federal laws of Canada applicable in such provinces.

Based upon and subject to the foregoing, we are of the opinion that:

1.                             Each of the Covered Guarantors is organized, amalgamated, formed or constituted, as applicable, and existing under the laws of the jurisdiction governing its existence; and

2.                             Each Guarantee of the Covered Guarantors has been duly authorized by all necessary corporate, partnership or trust action, as applicable, on the part of each Covered Guarantor and, when the Exchange Notes have been duly executed and delivered by or on behalf of the Issuers in the form contemplated by the Indenture and authenticated by the Trustee, each Guarantee of the Covered Guarantors has been duly executed and, to the extent delivery is governed by the laws of the Provinces of Québec or Ontario, will have been validly delivered by the Covered Guarantor that is a party thereto.

The foregoing opinions are given as of the date hereof and assume that no change in applicable law will occur between the date hereof and the date of the issuance and sale of the Exchange Notes and the Guarantees.

We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the references to us in the section “Description of the Notes—

-3-

Enforceability of Judgments Against Parent and the Covered Guarantors” and under the captions “Legal Matters” and “Enforceability of Civil Liabilities” in the Prospectus constituting a part of the Registration Statement.  In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

Yours very truly,

/s/ Davies Ward Phillips & Vineberg LLP

SCHEDULE A

Alimentation Couche-Tard Inc.

Dépan-Escompte Couche-Tard Inc.

Couche-Tard Inc.

Couche-Tard/Mac’s L.P.

Mac’s Convenience Stores Inc.

3053854 Nova Scotia Company

3055854 Nova Scotia Company

ACT Financial Trust

Dunkin Donuts Master Franchisee Quebec Inc.

Mac’s Convenience Stores LLC

The Circle K Corporation

Circle K Stores Inc.

Circle K Enterprises Inc.

EX-5.7

Exhibit 5.7

[Logo]

111 Congress Avenue, Suite 2300

Austin, Texas 78701-4061

Phone:  512-472-7800

Fax:  512-472-9123

February 13, 2004

Couche-Tard U.S. L.P., and

Couche-Tard Financing Corp.

1500 North Priest Drive

Tempe, Arizona 85281

Offer to Exchange 7 ½ % Senior Notes due 2013 of

Couche-Tard U.S. L.P. and Couche-Tard Financing Group

Ladies and Gentlemen:

We have acted as Texas counsel to Circle K Stores Inc.  (the “Covered Guarantor” ) in connection with the proposed registration (the “Exchange Offer”) by Couche-Tard U.S. L.P. and Couche-Tard Financing Corp. (collectively, the “Issuers”) of up to U.S.$350,000,000 aggregate principal amount of the Issuers’ 7 ½% Senior Notes due 2013 (the “Exchange Notes”) pursuant to a Registration Statement on Forms F-10, S-4 and F-4 filed with the Securities and Exchange Commissions (the”SEC”) on February 13, 2004 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”).  The obligations of the Issuers under the Exchange Notes will be guaranteed (the “Guarantees”) by the guarantors listed on Schedule A hereto, including the Covered Guarantor (the “Guarantors”).  The Exchange Notes and the Guarantees will be issued pursuant to an indenture (as amended and supplemented from time to time, the “Indenture”), dated December 17, 2003 among the Issuers, the Guarantors and Wells Fargo Minnesota, N.A., as trustee.  The Exchange Notes and the Guarantees will be issued in exchange for and in replacement of the Issuers’ 7 ½% Senior Notes due 2013, of which U.S.$350,000,000 in aggregate principal amount is outstanding.

We have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of the opinions expressed below, including (i) the Certificate of Incorporation of the Covered Guarantor, together with its By-Laws, (ii) minutes and records of the corporate proceedings of the Covered Guarantor with respect to its Guarantee, (iii) the Indenture and (iv) the Registration Statement.  We have also examined such statutes, public and corporate records of the Covered Guarantor and such documents and certificates of officers of the Covered Guarantor  and others (including governmental authorities and government officials), and we have considered such questions of law, as we have considered relevant and necessary as a basis for the opinions expressed below.  In all such examinations we have assumed the genuineness of all signatures, the legal capacity of all individuals, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, photostatic or facsimile copies.  We have also assumed the authority of persons signing all documents in connection with which the opinions below are rendered signing on behalf of the parties thereto other than the Covered Guarantor and the due authorization, execution and delivery of all documents by the parties thereto other than the Covered Guarantor.

[LOGO]

The opinions expressed below are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) bankruptcy, insolvency, winding-up, reorganization, arrangement and other laws affecting the rights of creditors generally, (ii) general principles of equity and the qualification that equitable remedies, including, without limitation, specific performance and injunction, may be granted only in the discretion of a court of competent jurisdiction and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

The opinions expressed below are limited to the laws of the State of Texas and the federal laws of the United States applicable in such state.

Based upon and subject to the foregoing, we are of the opinion that:

1.             The Covered Guarantor is duly organized, validly existing and in good standing under the laws of the State of Texas.

2.             The Guarantee of the Covered Guarantor has been duly authorized by all necessary corporate action on the part of the Covered Guarantor and, when the Registration Statement on Forms F-10, S-4 and F-4 relating to the Exchange Offer has become effective under the Securities Act and the Guarantee of the Covered Guarantor is delivered in accordance with the terms of the Exchange Offer, the Guarantee of the Covered Guarantor will have been validly executed, issued and delivered.

We hereby consent to the filing of this opinion letter as Exhibit 5.3 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act r the rules and regulations of the SEC promulgated thereunder.

This opinion letter is addressed to you and is solely for your benefit in connection with the filing of the Registration Statement and is not be quoted from or otherwise referred to in any other document or used, communicated to or relied upon by any person or for any other purpose, except that, subject to all of the limitations, qualifications and assumptions set forth herein, Davies Ward Phillips & Vineberg LLP (New York, New York) is hereby authorized to rely on this opinion letter in connection with its opinion letter filed as Exhibit 5.1 to the Registration Statement.

Yours very truly,

Bracewell & Patterson, L.L.P.

/s/ Bracewell & Patterson, L.L.P.

SCHEDULE A

Alimentation Couche-Tard Inc.

Dépan-Escompte Couche-Tard Inc.

Couche-Tard Inc.

Couche-Tard/Mac’s L.P.

Mac’s Convenience Stores Inc.

3053854 Nova Scotia Company

3055854 Nova Scotia Company

ACT Financial Trust

Dunkin Donuts Master Franchisee Quebec Inc.

Mac’s Convenience Stores LLC

The Circle K Corporation

Circle K Stores Inc.

Circle K Enterprises Inc.

EX-5.8

Exhibit 5.8

[LOGO]

Steward McKelvey Stirling Scales

Barristers, Solicitors and Trademark Agents

Suite 900	Correspondence:	Telephone:	902.420.3200	Charles S. Reagh
Purdy’s Wharf Tower One	P.O. Box 997	Fax:	902.420.1417	Direct Dial:	902.420.3335
1959 Upper Water Street	Halifax, NS	halifax@smss.com		Direct Fax:	902.496.6173
Halifax, NS	Canada B3J 2X2	www.smss.com		csr@smss.com
Canada B3J 3N2

File Reference: NS791-453

February 13, 2004

Couche-Tard U.S. L.P., and

Couche-Tard Financing Corp.

1500 North Priest Drive

Tempe, AZ  85281

Re:Offer to Exchange 7¹/2% Senior Notes due 2013 of Couche-Tard U.S. L.P. and Couche-Tard Financing Corp. (collectively, the “Issuers”)

Dear Ladies and Gentlemen:

We have acted as local Nova Scotia counsel to 3053854 Nova Scotia Company and 3055854 Nova Scotia Company (collectively, the “Covered Guarantors”) in connection with the proposed registration (the “Exchange Offer”) by the Issuers of up to U.S.$350,000,000 aggregate principal amount of the Issuers’ 7¹/2% Senior Notes due 2013 (the “Exchange Notes”) pursuant to a Registration Statement on Forms F-10, S-4 and F-4 filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2004 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”).  The obligations of the Issuers under the Exchange Notes will be guaranteed (the “Guarantees”) by the guarantors listed on Schedule A hereto, including the Covered Guarantors (the “Guarantors”).  The Exchange Notes and the Guanantees will be issued pursuant to an indenture (as amended and supplemented from time to time, the “Indenture”), dated December 17, 2003 among the Issuers, the Guarantors and Wells Fargo Minnesota, N.A., as trustee.  The Exchange Notes and the Guarantees will be issued in exchange for and in replacement of the Issuers’ 7¹/2% Senior Notes due 2013, of which U.S.$350,000,000 in aggregate principal amount is outstanding.

We have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of the opinions expressed below, including:

1.             the Indenture;

2.             the Registration Statement;

Charlottetown Fredericton Halifax Moncton Saint John St. John’s

3.a certificate of status the “Certificates of Status”) pertaining to each of the Covered Guarantors issued on behalf of the Registrar of Joint Stock Companies for the Province of Nova Scotia, dated February 13, 2004;

4.the memorandum of association, articles of association, records of corporate proceedings, written resolutions and registers of each of the Covered Guarantors contained in the minute books of the Covered Guarantors;

5.resolution of the directors of each of the Covered Guarantors authorizing the execution and delivery of the Guarantees by each of the Covered Guarantors; and

6.certifcates of officers of each of the Covered Guarantors dated the date hereof (the “Officer’s Certificates”).

We have also examined the originals or copies, certified or otherwise  identified to our satisfaction, of such public and corporate records, certificates, instruments and other documents and have considered such questions of law as we have deemed necessary as a basis for the opinions hereinafter expressed.

In all such examinations we have assumed the genuineness of all signatures, the legal capacity of all individuals, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, photostatic or facsimile copies. We have also assumed the authority of persons signing all documents in connection with which the opinions below are rendered signing on behalf of the parties thereto other than the Covered Guarantors, the due authorization, execution and delivery of all documents by the parties thereto other than the Covered Guarantors and that the Guarantees will have been physically delivered by each of the Covered Guarantors to the other parties thereto or their lawful representatives and that no such delivery was subject to any condition or escrow which has not been satisfied, other than the condition described below in paragraph 2.

The opinions expressed below are limited to the laws of the Province of Nova Scotia and the federal laws of Canada applicable in such province.

Based upon and subject to the foregoing, we are of the opinion that:

1.Each of the Covered Guarantors is duly incorporated, validly existing and in good standing as to the payment of annual fees and filing of annual returns under the laws of the Province of Nova Scotia.

2.The guarantees of the Covered Guarantors have been duly authorized by all necessary corporate action on the part of each Covered Guarantor and, when the Registration Statement on Forms F-10, S-4 and F-4 are relating to the Exchange Offer has become effective under the Securities Act and the Guarantees of the Covered Guarantors are delivered in accordance with the terms of the Exchange Offer, the Guarantees of the Covered Guarantors will have been validly executed, issued and delivered.

We hereby consent to the filing of this opinion letter as Exhibit 5.4 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

This opinion letter is addressed to you and is solely for your benefit in connection with the filing of the Registration Statement and is not to be quoted from or otherwise referred to in any other document or used, communicated to or relied upon by any person or for any other purpose, except that, subject to all of the limitations, qualifications and assumptions set forth herein, Davies Ward Phillips & Vineberg LLP (New York, New York) is hereby authorized to rely on this opinion letter in connection with its opinion letter filed as Exhibit 5.1 to the Registration Statement.

Yours very truly,

STEWART MCKELVEY STIRLING SCALES

/s/ [ILLEGIBLE]

SCHEDULE A

Alimentation Couche-Tard Inc.

Dépan-Escompte Couche-Tard Inc.

Couche-Tard Inc.

Couche-Tard/Mac’s L.P.

Mac’s Convenience Stores Inc.

3053854 Nova Scotia Company

3055854 Nova Scotia Company

ACT Financial Trust

Dunkin Donuts Master Franchisee Quebec Inc.

Mac’s Convenience Stores LLC

The Circle K Corporation

Circle K Stores Inc.

Circle K Enterprises Inc.

EX-7.1

Exhibit 7.1

EXECUTION COPY

COUCHE-TARD U.S. L.P.
COUCHE-TARD FINANCING CORP.,
as Issuers,


The GUARANTORS named herein


and


WELLS FARGO BANK MINNESOTA, N.A., as Trustee

INDENTURE


Dated as of December 17, 2003

7½% Senior Subordinated Notes due 2013, Series A


7½% Senior Subordinated Notes due 2013, Series B

CROSS-REFERENCE TABLE

TIA Section		Indenture Section
310(a)(1)		7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A
	(b)	7.08; 7.10; 13.02
	(b)(1)	7.10
	(b)(9)	7.10
	(c)	N.A.
311(a)		7.11
	(b)	7.11
	(c)	N.A.
312(a)		2.05
	(b)	13.03
	(c)	13.03
313(a)		7.06
	(b)(1)	7.06
	(b)(2)	7.06
	(c)	7.06; 13.02
	(d)	7.06
314(a)		4.02; 4.08; 13.02
	(b)	N.A.
	(c)(1)	13.04; 13.05
	(c)(2)	13.04; 13.05
	(c)(3)	N.A.
	(d)	N.A.
	(e)	13.05
	(f)	N.A.
315(a)		7.01; 7.02
	(b)	7.05; 13.02
	(c)	7.01
	(d)	6.05; 7.01; 7.02
	(e)	6.11
316(a) (last sentence)		2.09
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	8.02
	(b)	6.07
	(c)	8.04
317(a)(1)		6.08
	(a)(2)	6.09
	(b)	2.04
318(a)		13.01

N.A. means Not Applicable

NOTE:This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this Indenture.

TABLE OF CONTENTS

ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01.	Definitions.
Section 1.02.	Other Definitions.
Section 1.03.	Incorporation by Reference of Trust Indenture Act.
Section 1.04.	Rules of Construction.
ARTICLE 2
THE NOTES
Section 2.01.	Form and Dating.
Section 2.02.	Execution and Authentication.
Section 2.03.	Registrar and Paying Agent.
Section 2.04.	Paying Agent to Hold Assets in Trust.
Section 2.05.	Noteholder Lists.
Section 2.06.	Transfer and Exchange.
Section 2.07.	Replacement Notes.
Section 2.08.	Outstanding Notes.
Section 2.09.	Treasury Notes.
Section 2.10.	Temporary Notes.
Section 2.11.	Cancellation.
Section 2.12.	Defaulted Interest.
Section 2.13.	Deposit of Moneys.
Section 2.14.	CUSIP Number.
Section 2.15.	Book-Entry Provisions for Global Notes.
Section 2.16.	Registration of Transfers and Exchanges.
Section 2.17.	Restrictive Legends.
ARTICLE 3
REDEMPTION
Section 3.01.	Notices to Trustee.
Section 3.02.	Selection of Notes to Be Redeemed.
Section 3.03.	Notice of Redemption.
Section 3.04.	Effect of Notice of Redemption.
Section 3.05.	Deposit of Redemption Price.
Section 3.06.	Notes Redeemed in Part.

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ARTICLE 4
COVENANTS
Section 4.01.	Payment of Notes.
Section 4.02.	Provision of Financial Statements and Other Information.
Section 4.03.	Waiver of Stay, Extension or Usury Laws.
Section 4.04.	Compliance Certificate; Notice of Default.
Section 4.05.	Payment of Taxes and Other Claims.
Section 4.06.	Corporate Existence.
Section 4.07.	Maintenance of Office or Agency.
Section 4.08.	Compliance with Laws.
Section 4.09.	Maintenance of properties and Insurance.
Section 4.10.	Limitation on Additional Indebtedness.
Section 4.11.	Limitation on Restricted Payments.
Section 4.12.	Limitation on Other Senior Subordinated Indebtedness.
Section 4.13.	Limitation on Asset Sales.
Section 4.14.	Limitation on Transfer of Assets.
Section 4.15.	Limitation on Sale and Lease-Back Transactions.
Section 4.16.	Limitation on Transactions with Affiliates.
Section 4.17.	Limitation on Liens.
Section 4.18.	Change of Control Offer.
Section 4.19.	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.
Section 4.20.	Limitation on Conduct of Business.
Section 4.21.	Limitation on Preferred Stock of Restricted Subsidiaries.
Section 4.22.	Limitation on Capital Stock of Restricted Subsidiaries.
Section 4.23.	Limitation on Creation of Subsidiaries.
Section 4.24.	Payment of Additional Amounts.
ARTICLE 5
SUCCESSOR CORPORATION
Section 5.01.	Limitation on Consolidation, Merger and Sale of Assets.
Section 5.02.	Successor Person Substituted.
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01.	Events of Default.
Section 6.02.	Acceleration.
Section 6.03.	Other Remedies.
Section 6.04.	Waiver of Past Defaults and Events of Default.
Section 6.05.	Control by Majority.

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Section 6.06.	Limitation on Suits.
Section 6.07.	Rights of Holders to Receive Payment.
Section 6.08.	Collection Suit by Trustee.
Section 6.09.	Trustee May File Proofs of Claim.
Section 6.10.	Priorities.
Section 6.11.	Undertaking for Costs.
ARTICLE 7
TRUSTEE
Section 7.01.	Duties of Trustee.
Section 7.02.	Rights of Trustee.
Section 7.03.	Individual Rights of Trustee.
Section 7.04.	Trustee’s Disclaimer.
Section 7.05.	Notice of Defaults.
Section 7.06.	Reports by Trustee to Holders.
Section 7.07.	Compensation and Indemnity.
Section 7.08.	Replacement of Trustee.
Section 7.09.	Successor Trustee by Consolidation, Merger or Conversion.
Section 7.10.	Eligibility; Disqualification.
Section 7.11.	Preferential Collection of Claims Against Issuers.
ARTICLE 8
AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 8.01.	Without Consent of Holders.
Section 8.02.	With Consent of Holders.
Section 8.03.	Compliance with TIA.
Section 8.04.	Revocation and Effect of Consents.
Section 8.05.	Notation on or Exchange of Notes.
Section 8.06.	Trustee to Sign Amendments, etc.
ARTICLE 9
DISCHARGE OF INDENTURE; DEFEASANCE
Section 9.01.		Satisfaction and Discharge of Indenture.
Section 9.02.		Legal Defeasance.
Section 9.03.		Covenant Defeasance.
Section 9.04.		Conditions to Legal Defeasance or Covenant Defeasance.
Section 9.05.		Application of Trust Money.
Section 9.06.		Repayment to the Issuers.
Section 9.07.		Reinstatement.

iii

ARTICLE 10
GUARANTEE
Section 10.01.	Unconditional Guarantee.
Section 10.02.	Severability.
Section 10.03.	Limitation on Guarantor’s Liability; Contribution.
Section 10.04.	Successors and Assigns.
Section 10.05.	No Waiver.
Section 10.06.	Release of Subsidiary Guarantor; Merger, Consolidation of Subsidiary Guarantors.
Section 10.07.	Execution of Supplemental Indenture for Future Guarantors.
Section 10.08.	Execution and Delivery of Guarantee.
Section 10.09.	Subordination of Subrogation and Other Rights.
ARTICLE 11
SUBORDINATION OF GUARANTEE
Section 11.01.	Guarantee Obligations Subordinated to Senior Indebtedness.
Section 11.02.	Payment Over of Proceeds upon Dissolution, etc.
Section 11.03.	Suspension of Guaranteed Obligations When Senior Indebtedness in Default.
Section 11.04.	Trustee’s Relation to Senior Indebtedness.
Section 11.05.	Subrogation.
Section 11.06.	Guarantee Subordination Provisions Solely to Define Relative Rights.
Section 11.07.	Trustee to Effectuate Subordination.
Section 11.08.	No Waiver of Subordination Provisions.
Section 11.09.	Notice to Trustee.
Section 11.10.	Reliance on Judicial Order or Certificate of Liquidating Agent.
Section 11.11.	No Suspension of Remedies.
ARTICLE 12
SUBORDINATION OF NOTES
Section 12.01.	Notes Subordinate to Senior Indebtedness.
Section 12.02.	Payment Over of Proceeds upon Dissolution, etc.
Section 12.03.	Suspension of Payment When Senior Indebtedness in Default.
Section 12.04.	Trustee’s Relation to Senior Indebtedness.
Section 12.05.	Subrogation.
Section 12.06.	Provisions Solely to Define Relative Rights.
Section 12.07.	Trustee to Effectuate Subordination.
Section 12.08.	No Waiver of Subordination Provisions.
Section 12.09.	Notice to Trustee.
Section 12.10.	Reliance on Judicial Order or Certificate of Liquidating Agent.

iv

Section 12.11.	No Suspension of Remedies.
ARTICLE 13
MISCELLANEOUS
Section 13.01.	TIA Controls.
Section 13.02.	Notices.
Section 13.03.	Communications by Holders with Other Holders.
Section 13.04.	Certificate and Opinion as to Conditions Precedent.
Section 13.05.	Statements Required in Officers’ Certificate and Opinion.
Section 13.06.	Rules by Trustee and Agents.
Section 13.07.	Business Days; Legal Holidays.
Section 13.08.	Governing Law.
Section 13.09.	No Adverse Interpretation of Other Agreements.
Section 13.10.	No Recourse Against Others.
Section 13.11.	Successors.
Section 13.12.	Multiple Counterparts.
Section 13.13.	Table of Contents, Headings, etc.
Section 13.14.	Separability.
Section 13.15.	Waiver of Trial by Jury.
Section 13.16.	Judgment Currency.
Section 13.17.	Sovereign Immunity
Section 13.18.	Submission to Jurisdiction.
Section 13.19.	Appointment of Agent.
Section 13.20.	No Adverse Interpretation of Other Agreements.
EXHIBITS
Exhibit A	Form of Series A Note
Exhibit B	Form of Series B Note
Exhibit C	Form of Certificate to Be Delivered Upon Exchange or Registration of Transfer of Notes
Exhibit D	Form of Transferee Letter of Representaiton
Exhibit E	Form of Certificate to Be Delivered in Connection with Regulation S Transfers
Exhibit F	Form of Supplemental Indenture

v

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”).

The Issuers have duly authorized the creation of an issue of Series A 7½% Senior Subordinated Notes due 2013 (the “Initial Notes”) and Series B 7½% Senior Subordinated Notes due 2013 and which evidence the same continuing indebtedness as the Initial Notes (the “Exchange Notes”) and, to provide therefor, the Issuers and each Guarantor has duly authorized the execution and delivery of this Indenture.  All things necessary to make the Notes, when duly issued and executed by the Issuers, and authenticated and delivered hereunder, the valid Obligations of the Issuers, and to make this Indenture a valid and binding agreement of the Issuers and the Guarantors, have been done.

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.Definitions.

“Acquired Indebtedness” means Indebtedness of a Person (including an Unrestricted Subsidiary) existing at the time such Person becomes a Restricted Subsidiary or is merged into or consolidated with any other Person or which is assumed in connection with the acquisition of assets from such Person and, in each case, whether or not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such merger, consolidation or acquisition.

“Acquisition” means the purchase of all of the issued and outstanding shares of Circle K by the Company pursuant to a stock purchase agreement, dated as of October 3, 2003 between Parent and ConocoPhillips Company, as amended.

“Additional Interest” has the meaning provided to such term in the Registration Rights Agreement.

“Adjusted Net Assets” of any Person at any date means the lesser of the amount by which:

(1)the fair value of the property of such Person exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities), but excluding liabilities under the Guarantee of such Person at such date; and

(2)the present fair salable value of the assets of such Person at such date exceeds the amount that will be required to pay the probable liability of such Person on its debts (after giving effect to all other fixed and contingent liabilities and after giving effect to any collection from any Subsidiary of such Person in respect of the obligations of such Person under the Guarantee of such Person), excluding Indebtedness in respect of the Guarantee of such Person, as they become absolute and matured.

“Affiliate” means, with respect to any specific Person, any other Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person.  For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by,” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, Paying Agent, co-Registrar, Authenticating Agent or agent for service of notices and demands.

“Asset Acquisition” means:

(1)an Investment by Parent or any Restricted Subsidiary in any other Person pursuant to which such Person becomes a Restricted Subsidiary, or is merged with or into Parent or any Restricted Subsidiary; or

(2)the acquisition by Parent or any Restricted Subsidiary of the assets of any Person (other than a Restricted Subsidiary) which constitute all or substantially all of the assets of such Person or comprise any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

“Asset Sale” means any direct or indirect sale, issuance, conveyance, assignment, transfer, lease or other disposition (including any Sale and Lease-Back Transaction), other than to Parent or any Restricted Subsidiary, in any single transaction or series of related transactions of:

(1)any Capital Stock of or other equity interest in any Restricted Subsidiary; or

(2)any other property or assets of Parent or of any Restricted Subsidiary;

provided that Asset Sales do not include:

(1)a transaction or series of related transactions that involves assets having a fair market value of less than $10 million;

(2)sales of inventory in the ordinary course of business and consistent with past practices;

2

(3)the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of Parent or either Issuer as permitted under Section 5.01 or a Subsidiary Guarantor as permitted under Section 10.06;

(4)leases or subleases in the ordinary course of business to third Persons not interfering in any material respect with the business of Parent or any of its Restricted Subsidiaries; and

(5)the sale, conveyance, disposition or other transfer of obsolete, damaged, worn out, surplus or outdated assets in the ordinary course of business.

“Asset Sale Proceeds” means, with respect to any Asset Sale,

(1)cash received by Parent or any Restricted Subsidiary from such Asset Sale (including cash received as consideration for the assumption of liabilities incurred in connection with or in anticipation of such Asset Sale), after

(a)provision for all income or other taxes measured by or resulting from such Asset Sale,

(b)payment of all brokerage commissions, underwriting and other fees and expenses related to such Asset Sale,

(c)provision for minority interest holders in any Restricted Subsidiary as a result of such Asset Sale,

(d)repayment of Indebtedness that is secured by the assets subject to such Asset Sale or otherwise required to be repaid in connection with such Asset Sale, and

(e)deduction of appropriate amounts to be provided by Parent or a Restricted Subsidiary as a reserve, in accordance with GAAP, against any liabilities associated with the assets sold or disposed of in such Asset Sale and retained by Parent or a Restricted Subsidiary after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with the assets sold or disposed of in such Asset Sale; and

(2)promissory notes and other noncash consideration received by Parent or any Restricted Subsidiary from such Asset Sale or other disposition upon the liquidation or conversion of such promissory notes or noncash consideration into cash.

“Attributable Indebtedness” in respect of a Sale and Lease-Back Transaction means, as at the time of determination, the greater of:

(1)the fair value of the property subject to such arrangement; and

3

(2)the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended).

“Available Asset Sale Proceeds” means, with respect to any Asset Sale, the aggregate Asset Sale Proceeds from such Asset Sale that have not been applied in accordance with clauses (3)(a) or (3)(b) of Section 4.13(a), and which have not yet been the basis for an Excess Proceeds Offer in accordance with Section 4.13(b) under this Indenture.

“Bank Indebtedness” means Senior Indebtedness under the Senior Credit Facility.

“Board of Directors” means, as to any Person, the board of directors of such Person or similar governing body or any duly authorized committee thereof, or with respect to a Person that is a trust, the trustee or requisite trustees of such trust.

“Board Resolution” means with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification and delivered to the Trustee.

“Canadian Guarantors” means Parent and each Guarantor that is organized under the laws of Canada or any province or territory thereof.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, partnership or limited liability company interests or any other participation, right or other interest in the nature of an equity interest in such Person including, without limitation, Common Stock and Preferred Stock of such Person, or any option, warrant or other security convertible into any of the foregoing.

“Capitalized Lease Obligations” means with respect to any Person, Indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP, and the amount of such Indebtedness shall be the capitalized amount of such obligations determined in accordance with GAAP.

“Cash Equity Contribution” means the issuance by Parent of its Common Stock for gross proceeds of $223.6 million, which will be contributed to the equity capital of the Company to consummate the Acquisition.

“Cash Equivalents” means

(1)marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or the Canadian Federal Government or issued by any agency or instrumentality thereof and backed by the full faith and credit of the United States or Canada, in each case maturing within one year from the date of acquisition thereof;

4

(2)marketable direct obligations issued by any state of the United States of America or any province of Canada or any political subdivision of any such state or province or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”); provided, that in the case of any province of Canada or any subdivision or public instrumentality thereof, in the event any such obligation is not rated by S&P or Moody’s, such obligation will have the highest rating from Dominion Bond Rating Service Limited (“DBRS”);

(3)commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s or R-1 (high) from DBRS;

(4)certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or Canada or any state or province thereof or the District of Columbia or any U.S. or Canadian branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than US$250 million;

(5)repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above; and

(6)investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above.

“Certificated Notes” means one or more certificated Notes in registered form.

A “Change of Control” of Parent will be deemed to have occurred at such time as

(1)any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), other than a Permitted Holder, becomes the beneficial owner (as defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time) of more than 50% of the total voting power of Parent’s Capital Stock;

(2)there is consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Parent and its Restricted Subsidiaries taken as a whole to any Person or Group, together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of this Indenture) other than to the Permitted Holders;

(3)there is consummated any consolidation or merger of Parent in which Parent is not the continuing or surviving Person or pursuant to which the Common Stock of

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Parent would be converted into cash, securities or other property, other than a merger or consolidation of Parent in which the holders of the Capital Stock of Parent outstanding immediately prior to the consolidation or merger hold, directly or indirectly, at least a majority of the Capital Stock of the surviving corporation immediately after such consolidation or merger;

(4)during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of Parent has been approved by a majority of the directors then still in office who either were directors at the beginning of such period or whose election or recommendation for election was previously so approved) cease to constitute a majority of the Board of Directors of Parent; or

(5)the approval by the holders of Capital Stock of Parent or either Issuer of any plan or proposal for the liquidation or dissolution of Parent or either Issuer (whether or not otherwise in compliance with the provisions of this Indenture).

“Circle K” means The Circle K Corporation.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” of any Person means all Capital Stock of such Person that is generally entitled to:

(1)vote in the election of directors of such Person; or

(2)if such Person is not a corporation, vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management and policies of such Person.

“Company” means the party named as such in the first paragraph of this Indenture until a successor replaces such party pursuant to Article 5 of this Indenture and thereafter means the successor.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of EBITDA of such Person during the four full fiscal quarters (the “Four Quarter Period”) ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the “Transaction Date”) to Consolidated Fixed Charges of such Person for the Four Quarter Period.  In addition to and without limitation of the foregoing, for purposes of this definition, “EBITDA” and “Consolidated Fixed Charges” will be calculated after giving effect on a pro forma basis for the period of such calculation to:

(1)the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries or the issuance or redemption or other repayment of Preferred Stock of any such Restricted Subsidiary (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other

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Indebtedness and, in the case of any Restricted Subsidiary, the issuance or redemption or other repayment of Preferred Stock (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment or issuance or redemption or other repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

(2)any Asset Sales or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any EBITDA (provided that such EBITDA will be included only to the extent that Consolidated Net Income would be includable pursuant to the definition of “Consolidated Net Income”) (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X of the Exchange Act) attributable to the assets which are the subject of the Asset Acquisition or Asset Sale during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period.

If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence will give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness.  Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio,”

(1)interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter will be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date;

(2)if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and

(3)notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by one or more agreements in respect of Hedging Obligations, will be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

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“Consolidated Fixed Charges” means, with respect to any Person, for any period, the sum, without duplication, of:

(1)Consolidated Interest Expense, plus

(2)the product of

(a)the amount of all dividend payments (whether or not in cash) on any series of Preferred Stock of such Person and its Restricted Subsidiaries (other than dividends paid in Capital Stock (other than Disqualified Capital Stock) and dividends paid to such Person or its Restricted Subsidiaries) paid, accrued or scheduled to be paid or accrued during such period, times

(b)a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local tax rate of such Person, expressed as a decimal.

“Consolidated Interest Expense” means, with respect to any Person, for any period, the aggregate amount of interest expense which, in conformity with GAAP, would be set forth opposite the caption “interest expense” or any like caption on an income statement for such Person and its Restricted Subsidiaries on a consolidated basis including, but not limited to (without duplication),

(1)imputed interest included in Capitalized Lease Obligations;

(2)one-third of the obligations for rental payments made during such period under operating leases entered into as part of a Sale and Leaseback Transaction consummated after the Issue Date;

(3)all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(4)the net payment obligations associated with Hedging Obligations;

(5)amortization of financing fees and expenses and the write-off of deferred financing costs;

(6)the interest portion of any deferred payment obligation if any;

(7)amortization of discount or premium, if any;

(8)all non-cash interest expense (other than interest amortized to cost of sales);

(9)all capitalized interest for such period; and

(10)all interest incurred or paid under any guarantee of Indebtedness (including a guarantee of principal, interest or any combination thereof) of any Person.

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“Consolidated Net Income” means, with respect to any Person, for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided, however, that:

(1)the Net Income of any Person, other than a Restricted Subsidiary of the referent Person, will be included only to the extent of the amount of dividends or distributions paid to the referent Person or a Restricted Subsidiary of such referent Person;

(2)the Net Income (but not to the extent Net Income represents a loss) of any Restricted Subsidiary of the Person in question that is subject to any restriction or limitation on the payment of dividends or the making of other distributions will be excluded to the extent of such restriction or limitation;

(3)the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded;

(4)any net gain or loss resulting from an Asset Sale by the Person in question or any of its Restricted Subsidiaries other than in the ordinary course of business will be excluded;

(5)extraordinary gains and losses will be excluded;

(6)income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued) will be excluded; and

(7)in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets will be excluded.

“Consolidated Net Tangible Assets” means, with respect to Parent, the total of all assets appearing on the consolidated balance sheet of Parent and its Restricted Subsidiaries, as determined on a consolidated basis in accordance with GAAP, but excluding (i) the book amount of all intangible assets, (ii) all depreciation, valuation and other reserves, (iii) current liabilities, (iv) any minority interest in the stock and surplus of Restricted Subsidiaries, (v) investments in Persons that are not Restricted Subsidiaries, (vi) deferred income liabilities and (vii) other items deductible under GAAP.

“Consolidated Net Worth” of any Person means the consolidated stockholders’ equity of such Person, determined on a consolidated basis in accordance with GAAP, less (without duplication) amounts attributable to Disqualified Capital Stock of such Person.

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of execution of this Indenture is located at 213 Court Street, Suite 703, Middletown, Connecticut 06457.

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 “Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Depository” means, with respect to the Notes issued in the form of one or more Global Notes, The Depository Trust Company or another Person designated as Depository by the Company, which Person must be a clearing agency registered under the Exchange Act.

“Designated Sale and Lease-Back Transaction” means the contemplated Sale and Lease-Back Transactions of properties of Circle K and/or any one or more of its Subsidiaries as described in the Offering Memorandum resulting in Attributable Indebtedness not to exceed US$330 million.

“Designated Senior Indebtedness” as to the Issuers, Parent or any Guarantor, as the case may be, means

(1)any Bank Indebtedness; and

(2)after all Bank Indebtedness has been paid in cash in full (unless otherwise agreed upon by the requisite lenders under such Bank Indebtedness) any other Senior Indebtedness which at the time of determination exceeds US$25 million in aggregate principal amount (or accreted value in the case of Indebtedness issued at a discount) outstanding or available under a committed facility, which is specifically designated in the instrument evidencing such Senior Indebtedness as “Designated Senior Indebtedness” by such Person and as to which the Trustee has been given written notice of such designation.

“Disqualified Capital Stock” means any Capital Stock of a Person or a Restricted Subsidiary thereof which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the maturity date of the Notes, for cash or securities constituting Indebtedness.  Without limitation of the foregoing, Disqualified Capital Stock will be deemed to include any Preferred Stock of a Person or a Restricted Subsidiary of such Person, with respect to either of which, under the terms of such Preferred Stock, by agreement or otherwise, such Person or Restricted Subsidiary is obligated to pay current dividends or distributions in cash during the period prior to the maturity date of the Notes; provided, however, that Preferred Stock of a Person or any Restricted Subsidiary thereof that is issued with the benefit of provisions requiring a change of control or asset sale offer to be made for such Preferred Stock in the event of a change of control or asset sale of such Person or Restricted Subsidiary which provisions have substantially the same effect as the provisions described under Sections 4.18 and 4.13, respectively, will not be deemed to be Disqualified Capital Stock solely by virtue of such provisions.

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“EBITDA” means, with respect to any Person and its Restricted Subsidiaries, for any period, an amount equal to:

(1)the sum of:

(a)Consolidated Net Income for such period, plus

(b)the provision for taxes for such period based on income or profits to the extent such income or profits were included in computing Consolidated Net Income and any provision for taxes utilized in computing net loss under clause (a) hereof, plus

(c)Consolidated Interest Expense for such period, plus

(d)depreciation for such period on a consolidated basis, plus

(e)amortization for such period on a consolidated basis, plus

(f)any other non-cash items reducing Consolidated Net Income for such period, other than non-cash items that represent accruals of, or reserves for, cash disbursements to be made in any future period; minus

(2)all non-cash items increasing Consolidated Net Income for such period,

all for such Person and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Notes” has the meaning provided in the preamble to this Indenture, and includes any Additional Notes issued as Exchange Notes.

“fair market value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.  Fair market value shall be determined by Parent acting reasonably and in good faith.

“Finance Corp.” means the party named as such in the first paragraph of this Indenture until a successor replaces such party pursuant to Article 5 of this Indenture and thereafter means the successor.

“GAAP” means generally accepted accounting principles consistently applied as in effect in Canada from time to time.

“Guarantee” means the guarantee by each Guarantor of the Obligations of the Issuers with respect to the Notes.

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“Guarantor” means the issuer at any time of a Guarantee (so long as such Guarantee remains outstanding).

“Hedging Obligations” means, with respect to any Person, the net payment obligations of such Person under (a) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (b) other agreements or arrangements entered into in order to protect such Person against fluctuations in commodity prices, interest rates or currency exchange rates.

“Holder” means a Person in whose name a Note is registered on the Registrar’s book.

“incur” means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, guarantee or otherwise become liable in respect of such Indebtedness or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Indebtedness or other obligation on the balance sheet of such Person (and “incurrence,” “incurred,” “incurrable,” and “incurring” shall have meanings correlative to the foregoing); provided that a change in GAAP that results in an obligation of such Person that exists at such time becoming Indebtedness shall not be deemed an incurrence of such Indebtedness.

“Indebtedness” means (without duplication), with respect to any Person, any indebtedness at any time outstanding, secured or unsecured, contingent or otherwise, which is for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), or evidenced by bonds, notes, debentures or similar instruments or representing the balance deferred and unpaid of the purchase price of any property if and to the extent any of the foregoing indebtedness would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP, and will also include, to the extent not otherwise included:

(1)any Capitalized Lease Obligations of such Person;

(2)obligations secured by a Lien to which the property or assets owned or held by such Person is subject, whether or not the obligation or obligations secured thereby have been assumed;

(3)guarantees of (or obligations with respect to letters of credit supporting) items of other Persons which would be included within this definition for such other Persons (whether or not such items would appear upon the balance sheet of the guarantor);

(4)all obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction;

(5)Disqualified Capital Stock of such Person or any Restricted Subsidiary thereof and any Preferred Stock of a Restricted Subsidiary of such Person incurred under Section 4.21; and

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(6)Hedging Obligations of any such Person applicable to any of the foregoing (if and to the extent such Hedging Obligations would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP).

The amount of Indebtedness of any Person at any date will be the outstanding balance at such date of all unconditional obligations as described above and, with respect to guarantees, the maximum liability of the obligation guaranteed; provided that

(1)the amount outstanding at any time of any Indebtedness issued with original issue discount is the principal amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP; and

(2)Indebtedness will not include

(a)any liability for federal, state, local or other taxes, and

(b)any accounts payable, trade payables and other accrued liabilities arising from the purchase of goods or materials or for services obtained in the ordinary course of business.

“Indenture” means this Indenture as amended, restated or supplemented from time to time.

“Independent Financial Advisor” means an investment banking firm of national reputation in the United States or Canada which, in the judgment of the Board of Directors of Parent, is independent and qualified to perform the task for which it is to be engaged.

“Initial Notes” has the meaning provided in the preamble to this Indenture, and includes any Additional Notes issued as Initial Notes hereunder.

“Initial Purchasers” refers to CIBC World Markets Corp., Scotia Capital (USA) Inc. and NBF Securities (USA) Corp.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act.

“interest” means the interest payable on the Notes, including any Additional Interest and Additional Amounts.

“Interest Payment Date” means the stated maturity of an installment of interest on the Notes.

“Investments” means, with respect of any Person, directly or indirectly, any advance, account receivable (other than an account receivable arising in the ordinary course of business of such Person), loan or capital contribution to (by means of transfers of property to others, payments for property or services for the account or use of others or otherwise), the purchase of any Capital Stock, bonds, notes, debentures, partnership or joint venture interests or other securities

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of, the acquisition, by purchase or otherwise, of all or substantially all of the stock or other evidence of beneficial ownership of, any Person or the making of any other investment in any Person.  Investments exclude:

(1)extensions of trade credit on commercially reasonable terms in accordance with normal trade practices of such Person; and

(2)the repurchase of securities of any Person by such Person.

(1) For the purposes of Section 4.11, “Investments” (a) include and are valued at the fair market value of the net assets of any Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary and (b) exclude the fair market value of the net assets of any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, that, in no event may such amount exceed the net amount of any Investments constituting Restricted Payments made in such Subsidiary after the Issue Date; and (2) other than for purposes of determining the amount of Restricted Payments made since the Issue Date to determine compliance with Section 4.11, the amount of any Investment will be the original cost of such Investment plus the cost of all additional Investments by Parent or any Restricted Subsidiary, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment, reduced by the (i) amount returned in cash with respect to such Investment whether through interest payments, principal payments, dividends or other distributions and (ii) proceeds received by Parent or any Restricted Subsidiary from the disposition, retirement or redemption of all or any portion of such Investment; provided that the aggregate of all such reductions may not exceed the amount of such initial Investment plus the cost of all additional Investments; provided, further, that no such payment of distributions or receipt of any such other amounts may reduce the amount of any Investment if such payment of distributions or receipt of any such amounts would be included in Consolidated Net Income.  If Parent or any Restricted Subsidiary sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Restricted Subsidiary would no longer constitute a Subsidiary of Parent, Parent will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of.

“Issue Date” means December 17, 2003, the date the Notes are first issued by the Issuers and authenticated by the Trustee under this Indenture.

“Lien” means, with respect to any property or assets of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement, encumbrance, preference, priority, or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property or assets (including without limitation, any Capitalized Lease Obligation, conditional sales, or other title retention agreement having substantially the same economic effect as any of the foregoing).

“Maturity Date” means December 15, 2013.

“Net Income” means, with respect to any Person, for any period, the net income (loss) of such Person determined in accordance with GAAP.

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“Net Proceeds” means:

(1)in the case of any sale of Capital Stock by or equity contribution to any Person, the aggregate net cash proceeds received by such Person, after payment of expenses, commissions and the like incurred in connection therewith;

(2)in the case of any exchange, exercise, conversion or surrender of outstanding securities of any kind for or into shares of Capital Stock of Parent which is not Disqualified Capital Stock, the net book value of such outstanding securities on the date of such exchange, exercise, conversion or surrender (plus any additional amount required to be paid by the holder to such Person upon such exchange, exercise, conversion or surrender, less any and all payments paid to the holders, e.g., on account of fractional shares and less all expenses incurred by such Person in connection therewith); and

(3)in the case of any issuance of any Indebtedness by Parent or any Restricted Subsidiary, the aggregate net cash proceeds received by such Person after the payment of expenses, commissions, underwriting discounts and the like incurred in connection therewith.

“Non-Payment Default” means any event (other than a Payment Default) the occurrence of which entitles one or more Persons to accelerate the maturity of any Designated Senior Indebtedness.

“Notes” means the Initial Notes and the Exchange Notes and the Additional Notes, if any, treated as a single class of securities, as amended or supplemented from time to time in accordance with the terms hereof, that are issued pursuant to this Indenture.

“Obligations” means all obligations for principal, premium, interest, penalties, charges, fees, fees and expenses of counsel, indemnities, reimbursement obligations, damages, claims and other liabilities payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum dated December 11, 2003 pursuant to which the Notes were originally offered.

“Officer” means, with respect to any Person, the Chief Executive Officer, the Chief Financial Officer, Chief Accounting Officer, Treasurer, President or any Vice President, trustee or director of such Person (or any other person authorized by the Board of Directors or equivalent body of such Person to take such action on behalf of such Person).

“Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chief Executive Officer, the President or any Vice President, trustee, director or authorized person and the Chief Financial Officer or any Treasurer or authorized person of such Person that shall comply with applicable provisions of this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who and which is acceptable to the Trustee complying with the requirements of this Indenture.

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“Parent” means Alimentation Couche-Tard Inc until a successor replaces such party pursuant to Article 5 of this Indenture and thereafter means the successor.

“Pari Passu Indebtedness” means:

(1)with respect to either Issuer, any Indebtedness which ranks pari passu in right of payment to the Notes; and

(2)with respect to any Guarantor, any Indebtedness which ranks pari passu in right of payment to such Guarantor’s Guarantee of the Notes.

“Paying Agent” means any office or agency where the Notes and the Guarantees may be presented for payment.

“Payment Default” means any default, whether or not any requirement for the giving of notice, the lapse of time or both, or any other condition to such default becoming an event of default has occurred, in the payment of principal of or premium, if any, or interest on or any other amount payable in connection with Designated Senior Indebtedness (whether at stated maturity upon acceleration or otherwise).

“Permitted Holders” means (i) Alain Bouchard, (ii) Richard Fortin, (iii) Réal Plourde, (iv) Jacques D’Amours, (v) the spouse, children or other lineal descendants (whether adoptive or biological) of any individual named in clauses (i)-(iv) above, (vi) any revocable or irrevocable intervivos or testamentary trust or the probate estate of any individual named in clauses (i)-(v) above, so long as one or more of the foregoing individuals named in clauses (i)-(v) above is the principal beneficiary of such trust or probate estate and (vii) any corporation or other entity all of the equity interests of which are held, directly or indirectly, by, or for the benefit of, one or more of the foregoing individuals or trusts specified in clause (i)-(vi) above.

“Permitted Indebtedness” means:

(1)Indebtedness of Parent or any Restricted Subsidiary arising under or in connection with the Senior Credit Facility in an aggregate principal amount outstanding at any time not to exceed $840 million less (x) any mandatory prepayment or scheduled repayment actually made thereunder (to the extent, in the case of payments of revolving credit borrowings, that the corresponding commitments have been permanently reduced) (other than mandatory or scheduled repayments made with the proceeds of any permitted Refinancings thereof) and (y) the amount of any such Indebtedness permanently retired with the Asset Sale Proceeds of any Asset Sale (including any Designated Sale and Lease-Back Transaction) applied from and after the Issue Date to reduce the amounts outstanding thereunder pursuant to Section 4.13;

(2)Indebtedness under this Indenture and the Notes and the Guarantees issued on the Issue Date;

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(3)Indebtedness not covered by any other clause of this definition which is outstanding on the Issue Date reduced by the amount of any mandatory prepayments, permanent reductions or scheduled payments actually made thereunder;

(4)Indebtedness of Parent to any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary to Parent or another Restricted Subsidiary; provided, however, that:

(a)(i) if any Issuer is the obligor on such Indebtedness or (ii) any Guarantor is the obligor on such Indebtedness, other than if the Indebtedness is owed to an Issuer or a Guarantor, then, in each case, such Indebtedness must be expressly subordinate in right of payment to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of an Issuer, or the Guarantee of such Guarantor, in the case of a Guarantor; and

(b)if as of any date any Person other than Parent or a Restricted Subsidiary of Parent owns or holds any such Indebtedness, such date will be deemed to be the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness;

(5)Purchase Money Indebtedness and Capitalized Lease Obligations incurred to acquire property in the ordinary course of business which Purchase Money Indebtedness and Capitalized Lease Obligations do not in the aggregate exceed the greater of (x) $35 million or (y) 3% of Parent’s Consolidated Net Tangible Assets at the time of the incurrence thereof;

(6)Indebtedness of Parent or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness is extinguished within five business days of incurrence;

(7)the incurrence by Parent or any Restricted Subsidiary of Hedging Obligations that are incurred in the ordinary course of business of Parent or such Restricted Subsidiary and not for speculative purposes; provided that, in the case of any Hedging Obligation that relates to:

(a)interest rate risk, the notional principal amount of such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such Hedging Obligation relates; and

(b)currency risk, such Hedging Obligation does not increase the Indebtedness of Parent and the Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(8)Refinancing Indebtedness;

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(9)Attributable Indebtedness in respect of the Designated Sale and Lease-Back Transaction; and

(10)additional Indebtedness of Parent and the Restricted Subsidiaries not to exceed $65 million in aggregate principal amount at any one time outstanding.

“Permitted Investments” means Investments made on or after the Issue Date consisting of:

(1)Investments by Parent or any Restricted Subsidiary in Parent or any Restricted Subsidiary;

(2)Investments by Parent or any Restricted Subsidiary, in a Person, if as a result of such Investment:

(a)such Person becomes a Restricted Subsidiary of Parent or

(b)such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Parent or a Restricted Subsidiary thereof;

(3)Investments in cash and Cash Equivalents;

(4)reasonable and customary loans made to employees in connection with their relocation not to exceed $2 million in the aggregate at any one time outstanding;

(5)an Investment that is made by Parent or any Restricted Subsidiary in the form of any Capital Stock, bonds, notes, debentures, partnership or joint venture interests or other securities that are issued by a third party to Parent or such Restricted Subsidiary solely as partial consideration for the consummation of an Asset Sale that is otherwise permitted under Section 4.13;

(6)Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(7)Hedging Obligations entered into in the ordinary course of Parent’s and the Restricted Subsidiaries’ business and not for speculative purposes; and

(8)additional Investments not to exceed $35 million at any one time outstanding.

“Permitted Junior Securities” means equity securities or subordinated debt securities of either Issuer as reorganized or readjusted or securities of either Issuer or any other company, trust, corporation or partnership provided for by a plan of reorganization or readjustment, that, in the case of any such subordinated debt securities, are junior or the payment of which is otherwise subordinate, at least to the extent provided in this Indenture with respect to the Notes, to the payment and satisfaction in full in cash of all Senior Indebtedness of such Issuer at the time outstanding,

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and to the payment of all securities issued in exchange therefor, to the holders of the Senior Indebtedness at the time outstanding.

“Permitted Liens” means:

(1)Liens on property or assets of, or any shares of Capital Stock of or secured Indebtedness of, any Person existing at the time such Person becomes a Restricted Subsidiary or at the time such Person is merged into Parent or any Restricted Subsidiary; provided that such Liens:

(a)are not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or merging into Parent or any Restricted Subsidiary, and

(b)do not extend to or cover any property, assets, Capital Stock or Indebtedness other than those of such Person at the time such Person becomes a Restricted Subsidiary or is merged into Parent or any Restricted Subsidiary;

(2)Liens securing Senior Indebtedness of Parent or any Restricted Subsidiary that is outstanding on the Issue Date or that is incurred in compliance with Section 4.10;

(3)Liens existing on the Issue Date;

(4)Liens securing the Notes and the Guarantees;

(5)Liens securing Refinancing Indebtedness; provided that any such Lien does not extend to or cover any property, asset, Capital Stock or Indebtedness other than the property, asset, Capital Stock or Indebtedness so refunded, refinanced or extended;

(6)Liens in favor of Parent or any Restricted Subsidiary;

(7)Liens to secure Purchase Money Indebtedness that is otherwise permitted under this Indenture; provided that:

(a)the principal amount of the Indebtedness secured by such Lien does not exceed 100% of the purchase price, or the cost of installation, construction or improvement, of the property or asset to which such Purchase Money Indebtedness relates,

(b)such Lien does not extend to or cover any Property or asset other than such item of property or asset and any improvements on such property or asset, and

(c)such Lien is created within 90 days of such acquisition or the completion of such installation, construction or improvement, as the case may be;

(8)statutory liens or landlords’, carriers’, warehouseman’s, mechanics’, suppliers’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of

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business which do not secure any Indebtedness and with respect to amounts not yet delinquent or being contested in good faith by appropriate proceedings, if a reserve or other appropriate provision, if any, as is required in conformity with GAAP has been made therefor;

(9)Liens for taxes, assessments or governmental charges that are not at the time delinquent or due or that are being contested in good faith by appropriate proceedings;

(10)Liens securing Capitalized Lease Obligations permitted to be incurred under clause (5) of the definition of “Permitted Indebtedness”; provided that such Lien does not extend to any property other than that subject to the underlying lease;

(11)easements, rights-of-way, servitudes, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of Parent, any Issuer or any Restricted Subsidiary;

(12)Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (1) through (11); provided, however, that such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property);

(13)Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or performance bonds;

(14)judgment Liens in existence for less than 45 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and which do not otherwise result in an Event of Default;

(15)Liens resulting from the right reserved to or vested in any Governmental Authority by any statutory provision, or by the terms of any lease, license, franchise, grant or permit of Parent or any Restricted Subsidiary, to terminate any such lease, license, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof;

(16)undetermined or inchoate Liens (including priority claims) which do not secure Indebtedness and which have not at such time been filed or registered in accordance with applicable law or which relate to obligations not due or delinquent; and

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(17)other Liens that do not secure Indebtedness in an amount not to exceed $10 million at any time.

 “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government (including any agency or political subdivision thereof).

“Preferred Stock” means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to dividends, distributions or liquidation proceeds of such Person over the holders of other Capital Stock issued by such Person.

 “Public Equity Offering” means a public offering by Parent of shares of its Common Stock (however designated and whether voting or non-voting) the net proceeds of which are contributed to the Company.

“Purchase Money Indebtedness” means Indebtedness of any Person incurred in the normal course of business of such Person for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement of, any property or asset.

“Qualified Institutional Buyer” shall have the meaning specified in Rule 144A promulgated under the Securities Act.

“Record Date” for interest payable on any Interest Payment Date (except a date for payment of default interest) means the June 1 and December 1 (whether or not a Business Day) as the case may be, immediately preceding such Interest Payment Date.

 “Redemption Date” when used with respect to any Note to be redeemed means the date fixed for such redemption pursuant to this Indenture.

“Redemption Price” when used with respect to any Note to be redeemed means the price fixed for such redemption pursuant to this Indenture.

“Refinancing Indebtedness” means Indebtedness (other than Bank Indebtedness) that refunds, refinances or extends (“Refinances”) any Indebtedness of Parent or any Restricted Subsidiary outstanding on the Issue Date or other Indebtedness (other than Bank Indebtedness) permitted to be incurred by Parent or the Restricted Subsidiaries pursuant to the terms of this Indenture, but only to the extent that

(1)the Refinancing Indebtedness is subordinated to the Notes to at least the same extent as the Indebtedness being refunded, refinanced or extended, if at all;

(2)the Refinancing Indebtedness is scheduled to mature either

(a)no earlier than the Indebtedness being refunded, refinanced or extended, or

(b)after the maturity date of the Notes;

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(3)the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Indebtedness being refunded, refinanced or extended that is scheduled to mature on or prior to the maturity date of the Notes;

(4)such Refinancing Indebtedness is in an aggregate principal amount that is equal to or less than the sum of:

(a)the aggregate principal amount then outstanding under the Indebtedness being refunded, refinanced or extended,

(b)the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of preexisting prepayment provisions on such Indebtedness being refunded, refinanced or extended, and

(c)the amount of customary fees, expenses and costs related to the incurrence of such Refinancing Indebtedness; and

(5)such Refinancing Indebtedness is incurred only by the same Person that initially incurred the Indebtedness being refunded, refinanced or extended.

“Registration Rights Agreement” means (i) the Registration Rights Agreement dated as of December 17, 2003 among the Issuers, the Guarantors and the Initial Purchasers and (ii) any other registration rights agreement entered into in connection with the issuance of Additional Notes.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Restricted Payment” means any of the following:

(1)the declaration or payment of any dividend or any other distribution or payment on Capital Stock of Parent or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their capacities as such) of Capital Stock of Parent or any Restricted Subsidiary (other than (a) dividends or distributions payable solely in Capital Stock (other than Disqualified Capital Stock) or in options, warrants or other rights to purchase such Capital Stock (other than Disqualified Capital Stock), and (b) in the case of Restricted Subsidiaries, dividends or distributions payable to Parent or to a Restricted Subsidiary and pro rata dividends or distributions payable to the other holders of Common Stock of such Restricted Subsidiary);

(2)the purchase, redemption or other acquisition or retirement for value of any Capital Stock of Parent or any Restricted Subsidiary (other than Capital Stock owned by Parent or a Restricted Subsidiary, excluding Disqualified Capital Stock) or any option, warrants or other rights to purchase such Capital Stock;

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(3)the making of any principal payment on, or the purchase, defeasance, repurchase, redemption or other acquisition or retirement for value, prior to any scheduled maturity, scheduled repayment or scheduled sinking fund payment, of any Indebtedness which is subordinated in right of payment to the Notes or any Guarantee (other than subordinated Indebtedness acquired in anticipation of satisfying a scheduled sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of acquisition);

(4)the making of any Investment or guarantee of any Investment in any Person other than a Permitted Investment; and

(5)any designation of a Subsidiary as an Unrestricted Subsidiary (valued at the fair market value of the net assets of such Restricted Subsidiary on the date of designation).

“Restricted Security” has the meaning set forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether any Note is a Restricted Security.

“Restricted Subsidiary” means a Subsidiary of Parent (including, without limitation, the Issuers) other than an Unrestricted Subsidiary and includes all of the Subsidiaries of Parent existing as of the Issue Date.  The Board of Directors of Parent may designate any Unrestricted Subsidiary as a Restricted Subsidiary if immediately after giving effect to such action (and treating any Acquired Indebtedness as having been incurred at the time of such action):

(1)Parent could have incurred at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 of this Indenture; and

(2)no Default or Event of Default has occurred and is continuing or results therefrom.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by Parent or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by Parent or such Restricted Subsidiary to such Person in contemplation of such leasing.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Senior Credit Facility” means the Credit Agreement dated as of December 17, 2003, among Parent, certain of Parent’s Subsidiaries, the lenders party thereto in their capacities as lenders thereunder and National Bank of Canada and Canadian Imperial Bank of Commerce, as agents thereunder, together with the related documents thereto (including, without limitation, any notes, guarantee agreements and mortgages, hypotecs and other security documents), in each case as such agreements may be amended (including any amendment and restatement thereof),

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supplemented or otherwise modified from time to time, including, without limitation, any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder (provided that such increase in borrowings is permitted under Section 4.10) or adding Restricted Subsidiaries as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

“Senior Indebtedness” means the principal of and premium, if any, and interest on (including, without limitation, any interest accruing subsequent to the filing of a petition (or similar initiating action) in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) due pursuant to the terms of all agreements, documents and instruments providing for, creating, securing or evidencing or otherwise entered into in connection with:

(1)all Indebtedness of the Issuers or any Guarantor owed to lenders under the Senior Credit Facility;

(2)all obligations of the Issuers or any Guarantor with respect to Hedging Obligations;

(3)all obligations of the Issuers or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(4)all other Indebtedness of the Issuers or any Guarantor which does not provide that it is to rank pari passu with or subordinate to the Notes or the Guarantee of such Guarantor, as the case may be; and

(5)all deferrals, renewals, extensions and refundings of, and amendments, modifications and supplements to, any of the Senior Indebtedness described above.

Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness will not include:

(1)Indebtedness of the Issuers or any Guarantor to any of their respective Subsidiaries, or to any Affiliate of such Issuer or such Guarantor or any of such Affiliate’s Subsidiaries;

(2)Indebtedness represented by the Notes and the Guarantees;

(3)any Indebtedness which by the express terms of the agreement or instrument creating, evidencing or governing the same is junior or subordinate in right of payment to any item of Senior Indebtedness;

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(4)any trade payable arising from the purchase of goods or materials or for services obtained in the ordinary course of business;

(5)Indebtedness incurred in violation of this Indenture; provided, however, that such Indebtedness shall be deemed not to have been incurred in violation of this Indenture for purposes of this clause (5), if such Indebtedness consists of Bank Indebtedness and the holder(s) of such Indebtedness or their agent or representative (x) had no actual knowledge at the time of incurrence that the incurrence of such Indebtedness violated this Indenture and (y) shall have received a certificate from an officer of Parent to the effect that the incurrence of such Indebtedness does not violate the provisions of this Indenture;

(6)Indebtedness represented by Disqualified Capital Stock; and

(7)any Indebtedness to or guaranteed on behalf of, any shareholders, director, officer or employee of any Issuer or any Guarantor.

“Significant Subsidiary” with respect to any Person means any Restricted Subsidiary of such Person that satisfies the criteria for a “significant subsidiary” set forth in Rule 1.02 (w) of Regulation S-X under the Exchange Act, as is in effect on the Issue Date.

“Subsidiary” of any specified Person means any corporation, partnership, limited liability company, joint venture, association, trust or other business entity, whether now existing or hereafter organized or acquired,

(1)in the case of a corporation, of which more than 50% of the total voting power of the Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, officers or trustees thereof is held by such first-named Person or any of its Subsidiaries; or

(2)in the case of a partnership, limited liability company, joint venture, association, trust or other business entity, with respect to which such first-named Person or any of its Subsidiaries has the power to direct or cause the direction of the management and policies of such entity by contract or otherwise or if in accordance with GAAP such entity is consolidated with the first-named Person for financial statement purposes.

“Subsidiary Guarantors” means the issuers at any time of Guarantees (so long as such Guarantees remain outstanding), other than Parent.

“Tax” means any tax, duty, assessment or governmental charge of whatever nature (or interest on, or penalties or other additions to, any of the foregoing) imposed or levied by or on behalf of, or within, Canada or any province or territory of Canada or any political subdivision or taxing authority of Canada or any province or territory of Canada.

“Transactions” means, collectively, the following transactions to occur on or prior to the Closing Date:  (1) the consummation of the Acquisition, with Circle K becoming a Wholly Owned Subsidiary of the Company, (2) the execution and delivery of the credit agreement relating

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to the Senior Credit Facility and the initial borrowings thereunder, (3) the repayment of all amounts outstanding under Parent’s existing credit facility, (4) the receipt of the Cash Equity Contribution and (5) the payment of all fees and expenses then due and owing that are required to be paid on or prior to the Closing Date in connection with these transactions and the offering of the Notes.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code sections 77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in Section 8.03 hereof).

“Trust Officer” means any officer or assistant officer of the Trustee assigned by the Trustee to administer trust accounts.

“Trustee” means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor.

“Unrestricted Subsidiary” means:

(1)any Subsidiary of an Unrestricted Subsidiary; and

(2)any Subsidiary of Parent (other than either Issuer) which is designated after the Issue Date as an Unrestricted Subsidiary by a Board Resolution of the Board of Directors of Parent;

provided that a Subsidiary may be so designated as an Unrestricted Subsidiary only if

(a)such designation is in compliance with Section 4.11 of this Indenture;

(b)immediately after giving effect to such designation, Parent could have incurred at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10(a) of this Indenture;

(c)no Default or Event of Default has occurred and is continuing or results therefrom; and

(d)neither Parent nor any Restricted Subsidiary will at any time

(i)provide a guarantee of, or similar credit support to, any Indebtedness of such Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness),

(ii)be directly or indirectly liable for any Indebtedness of such Subsidiary or

(iii)be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of a default with respect to any

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other Indebtedness that is Indebtedness of such Subsidiary (including any corresponding right to take enforcement action against such Subsidiary),

except in the case of clause (i) or (ii) to the extent

(i)that Parent or such Restricted Subsidiary could otherwise provide such a guarantee or incur such Indebtedness (other than as Permitted Indebtedness) pursuant to Section 4.10 of this Indenture and

(ii)the provision of such guarantee and the incurrence of such Indebtedness otherwise would be permitted under Section 4.11 of this Indenture.

The Trustee will be provided with an Officers’ Certificate stating that such designation is permitted and setting forth the basis upon which the calculations required by this definition were computed, together with a copy of the Board Resolution adopted by the Board of Directors of Parent making such designation.

Notwithstanding anything herein to the contrary, Parent may not at any time designate either Issuer to be an Unrestricted Subsidiary.

“U.S. Government Obligations” means (a) securities that are direct obligations of the United States of America for the payment of which its full faith and credit are pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing

(1)the then outstanding aggregate principal amount of such Indebtedness into

(2)the sum of the total of the products obtained by multiplying

(a)the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by

(b)the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

“Wholly Owned Subsidiary” means any Restricted Subsidiary, all of the outstanding voting securities (other than directors’ qualifying shares) of which are owned, directly or indirectly, by Parent.

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Section 1.02.Other Definitions.

The definitions of the following terms may be found in the sections indicated as follows:

Term	Defined in Section
“Additional Amounts”	4.24
“Additional Notes”	2.02
“Affiliate Transaction”	4.16
“Agent Members”	2.15
“Authenticating Agent”	2.02
“Authentication Order”	2.02
“Bankruptcy Law”	6.01
“Business Day”	13.07
“Change of Control Offer”	4.19
“Change of Control Payment Date”	4.19
“Change of Control Purchase Price”	4.19
“Covenant Defeasance”	9.03
“Custodian”	6.01
“Event of Default”	6.01
“Excess Proceeds Offer”	4.13
“Excess Proceeds Offer Trigger Date”	4.13
“Excess Proceeds Payment Date”	4.13
“Excluded Holder”	4.24
“Funding Subsidiary Guarantor”	10.03
“Global Notes”	2.01
“Guarantee Payment Blockage Period”	11.03
“Guarantee Payment Blockage Notice”	11.03
“Guarantor Representative”	11.03
“Initial Blockage Period”	12.03
“Initial Guarantee Blockage Period”	11.03
“Legal Defeasance”	9.02
“Legal Holiday”	13.07
“Paying Agent”	2.03
“Payment Blockage Notice”	12.03
“Payment Blockage Period”	12.03
“Registrar”	2.03
“Regulation S Global Note”	2.01
“Representative”	12.03
“Resale Restriction Termination Date”	2.16
“Rule 144A Global Note”	2.01

Section 1.03.Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this Indenture to be qualified under the TIA is incorporated

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by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes.

“indenture securityholder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor on this Indenture securities” means the Issuers, the Guarantors or any other obligor on the Notes.

All other terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by Commission rule have the meanings therein assigned to them.

Section 1.04.Rules of Construction.

Unless the context otherwise requires:

(1)a term has the meaning assigned to it herein, whether defined expressly or by reference;

(2)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)“or” is not exclusive;

(4)words in the singular include the plural, and in the plural include the singular;

(5)words used herein implying any gender shall apply to every gender;

(6)references to “$” or “Cdn.$” each refer to Canadian dollars, or such other money of Canada that at the time of payment is legal tender for payment of public and private debts; and

(7)references to “U.S. Dollars,” “United States Dollars” and “US$” each refer to United States dollars, or such other money of the United States that at the time of payment is legal tender for payment of public and private debts.

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ARTICLE 2

THE NOTES

Section 2.01.Form and Dating.

The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto.  The Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B hereto.  The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage.  The form of the Notes and any notation, legend or endorsement on them shall be satisfactory to both the Issuers and the Trustee.  Each Note shall be dated the date of its issuance and shall show the date of its authentication.

The terms and provisions contained in the Notes, annexed hereto as Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

The Notes shall be issued initially in the form of one or more permanent global Notes (the “Global Notes”).  Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A (the “Rule 144A Global Note”) and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A (the “Regulation S Global Note”), and in each case shall be deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided.  The aggregate principal amount of any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided.

Section 2.02.Execution and Authentication.

The Notes shall be executed on behalf of the Issuers by two Officers of each of the Issuers or an Officer and the secretary of each of the Issuers.  Such signature may be either manual or facsimile.

If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note.  Such signature shall be conclusive evidence, and the only evidence, that the Note has been authenticated under this Indenture.

The Trustee or an authentication agent (the “Authenticating Agent”) shall authenticate (i) Initial Notes for original issue (a) on the date of this Indenture in the aggregate principal

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amount not to exceed US$350 million and (ii) Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes, in each case upon written orders of the Issuers in the form of an Officers’ Certificate (an “Authentication Order”).  Subject to compliance with Section 4.10, the Trustee may authenticate Notes thereafter for issuance upon an Authentication Order in an aggregate principal amount as specified by such Authentication Order (“Additional Notes”) and, if Additional Notes are issued as Initial Notes, may authenticate Exchange Notes from time to time for issue only in exchange for a like principal amount of such Initial Notes, in each case upon receipt of an Authentication Order.  Any Authentication Order shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are Additional Notes and whether the Notes are to be issued as Initial Notes or Exchange Notes, and shall further specify the amount of such Notes to be issued as the Global Note or Certificated Notes.  The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07.

Notwithstanding the foregoing, all Notes issued under this Indenture, including any Additional Notes, shall vote and consent together on all matters (as to which any of such Notes may vote or consent) as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.

The Trustee may appoint an Authenticating Agent to authenticate Notes.  Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers.  An Authenticating Agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent.  An Authenticating Agent has the same right as an Agent to deal with the Issuers and Affiliates of the Issuers.

The Notes shall be issuable only in registered form without coupons and only in denominations of US$1,000 and integral multiples thereof.

Section 2.03.Registrar and Paying Agent.

The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency located in the Borough of Manhattan in The City of New York where Notes may be presented for payment (“Paying Agent”) and an office or agency where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served.  The Registrar shall keep a register of the Notes and of their transfer and exchange.  The Registrar shall provide the Issuers a current copy of such register from time to time upon request of the Issuers.  The Issuers may have one or more co-Registrars and one or more additional Paying Agents.  Parent or any of its Subsidiaries may act as Paying Agent or Registrar.  The Issuers may change any Paying Agent, Registrar or co-Registrar without notice to any Holder.

The Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture.  The agreement shall implement the provisions of this Indenture that relate to such Agent.  The Issuers shall notify the Trustee of the name and address of any such Agent.  If the Issuers fail to maintain a Registrar or Paying Agent, or agent for service of notices and demands,

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or fails to give the foregoing notice, the Trustee shall act as such.  The Issuers initially appoint the Trustee as Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes.

Section 2.04.Paying Agent to Hold Assets in Trust.

The Issuers shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee (or if Parent or any of its Subsidiaries is acting as Paying Agent, segregate and hold in trust for the benefit of the Holders or the Trustee) all assets held by the Paying Agent for the payment of principal of or premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuers or any other obligor on the Notes), and shall notify the Trustee in writing of any Default in making any such payment.  The Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed and the Trustee may at any time during the continuance of any Payment Default, upon written request to a Paying Agent, require such Paying Agent to forthwith distribute to the Trustee all assets so held in trust by such Paying Agent together with a complete accounting of such sums.  Upon distribution to the Trustee of all assets that shall have been delivered by the Issuers to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Section 2.05.Noteholder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders.  If the Trustee is not the Registrar, the Issuers shall furnish or cause the Registrar to furnish to the Trustee, in writing at least five Business Days before each Interest Payment Date, or at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders which list may be conclusively relied on by the Trustee.

Section 2.06.Transfer and Exchange.

Subject to the provisions of Sections 2.15 and 2.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.  To permit registrations of transfer and exchanges, the Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request.  No service charge shall be made for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10, 3.06, 4.13, 4.18 or 9.06, in which event the Issuers shall be responsible for the payment of such taxes).

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The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note during a period beginning at the opening of 15 days before the selection of Notes to be redeemed.

Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry.

Section 2.07.Replacement Notes.

If a mutilated Note is surrendered to the Trustee or if the Holder presents evidence to the satisfaction of the Issuers and the Trustee that the Note has been lost, destroyed or wrongfully taken, the Issuers shall issue and the Trustee shall authenticate a replacement Note.  An indemnity bond may be required by the Issuers or the Trustee that is sufficient in the judgment of the Issuers and the Trustee to protect the Issuers, the Trustee or any Agent from any loss which any of them may suffer if a Note is replaced.  In every case of destruction, loss or theft, the applicant shall also furnish to the Issuers and to the Trustee evidence to their satisfaction of the destruction, loss or the theft of such Note and the ownership thereof.  Each of the Issuers and the Trustee may charge for its expenses in replacing a Note.  The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Every replacement Note is an additional Obligation of the Issuers but, for greater certainty, evidences the same continuing indebtedness as the Note it replaces.

Section 2.08.Outstanding Notes.

Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, and those described in this Section 2.08 as not outstanding.

If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding until the Issuers and the Trustee receive proof satisfactory to each of them that the replaced Note is held by a protected purchaser.  A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07.

If on a Redemption Date or the Maturity Date, the Paying Agent holds U.S. legal tender sufficient to pay all of the principal and interest due on the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

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Section 2.09.Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver, consent or notice, Notes owned by the Issuers or any of their Affiliates shall be considered as though they are not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so considered.  The Issuers shall notify the Trustee, in writing, when they or any of their Affiliates repurchases or otherwise acquires Notes, of the aggregate principal amount of such Notes so repurchased or otherwise acquired.

Section 2.10.Temporary Notes.

Until definitive Notes are ready for delivery, the Issuers may prepare and the Trustee shall authenticate temporary Notes upon receipt of a written order of the Issuers in the form of an Officers’ Certificate.  The Officers’ Certificate shall specify the amount of temporary Notes to be authenticated and the date on which the temporary Notes are to be authenticated.  Temporary Notes shall be substantially in the form of definitive Notes and will evidence the same indebtedness as the definitive Notes but may have variations that the Issuers consider appropriate for temporary Notes.  Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate upon receipt of a written order of the Issuers pursuant to Section 2.02 definitive Notes in exchange for temporary Notes.

Section 2.11.Cancellation.

The Issuers at any time may deliver Notes to the Trustee for cancellation.  The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent, and no one else, shall cancel and, at the written direction of the Issuers, dispose of and deliver evidence of such disposal of all Notes surrendered for registration of transfer, exchange, payment or cancellation.  Subject to Section 2.07, the Issuers may not issue new Notes to replace Notes that they have paid or delivered to the Trustee for cancellation.  If the Issuers shall acquire any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.11.

Section 2.12.Defaulted Interest.

The Issuers shall pay interest on overdue principal (including post-petition interest in a proceeding under Bankruptcy Law) at the rate of interest then borne by the Notes.  The Issuers shall, to the extent lawful, pay interest on overdue installments of interest (without regard to any applicable grace periods) at the rate of interest then borne by the Notes.

If the Issuers default in a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, which date shall be the fifteenth day next preceding the date fixed by the Issuers for the payment of defaulted interest or the next succeeding

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Business Day if such date is not a Business Day.  At least 15 days before the subsequent special record date, the Issuers shall mail to each Holder, as of a recent date selected by the Issuers, with a copy to the Trustee, a notice that states the subsequent special record date, the payment date and the amount of defaulted interest, and interest payable on such defaulted interest, if any, to be paid.

Notwithstanding the foregoing, any interest which is paid prior to the expiration of the 30-day period set forth in Section 6.01(b) shall be paid to Holders as of the Record Date for the Interest Payment Date for which interest has not been paid.

Section 2.13.Deposit of Moneys.

Prior to 10:00 a.m., New York City time, on each Interest Payment Date, Redemption Date, Change of Control Payment Date, Excess Proceeds Payment Date and Maturity Date, the Issuers shall have deposited with the Paying Agent in immediately available funds U.S. legal tender sufficient to make payments, if any, due on such Interest Payment Date, Redemption Date, Change of Control Payment Date, Excess Proceeds Payment Date or Maturity Date, as the case may be, in a timely manner which permits the Trustee to remit payment to the Holders on such Interest Payment Date, Redemption Date, Change of Control Payment Date, Excess Proceeds Payment Date or Maturity Date, as the case may be.  The principal and interest on Global Notes shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Global Notes represented thereby.  The principal and interest on Notes in certificated form shall be payable at the office of the Paying Agent.

Section 2.14.CUSIP Number.

The Issuers in issuing the Notes may use one or more “CUSIP” numbers, and if so, the Trustee shall use such CUSIP numbers in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP numbers printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes.  The Issuers shall promptly notify the Trustee of any change in the CUSIP numbers.

Section 2.15.Book-Entry Provisions for Global Notes.

(a)The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17.

Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of the Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its

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Agent Members, the operation of customary practices governing the exercise of the rights of a Holder.

(b)Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16.  In addition, Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository (x) notifies the Issuers that it is unwilling or unable to continue as Depository for any Global Note and the Issuers fail to appoint a successor Depository or (y) has ceased to be a clearing company registered under the Exchange Act, (ii) a Default or an Event of Default has occurred and is continuing or (iii) the Issuers, at their option, notify the Trustee that they elect to cause the issuance of Certificated Notes.  In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall, upon receipt of an authentication order from the Issuers in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations.

(c)Any Certificated Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.

(d)The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Section 2.16.Registration of Transfers and Exchanges.

(a)Transfer and Exchange of Certificated Notes.  When Certificated Notes are presented to the Registrar or co-Registrar with a request:

(i)to register the transfer of the Certificated Notes; or

(ii)to exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations,

the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the requirements under this Indenture as set forth in this Section 2.16 for such transactions are met; provided, however, that the Certificated Notes presented or surrendered for registration of transfer or exchange:

(I)shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and

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(II)in the case of Certificated Notes the offer and sale of which have not been registered under the Securities Act and are presented for transfer or exchange prior to (x) the date which is two years after the later of the date of original issue and the last date on which the Issuers or any Affiliate of the Issuers was the owner of such Note, or any predecessor thereto and (y) such later date, if any, as may be required by any subsequent change in applicable law (the “Resale Restriction Termination Date”), such Certificated Notes shall be accompanied, in the sole discretion of the Issuers, by the following additional information and documents, as applicable:

(A)if such Certificated Note is being delivered to the Registrar or co-Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect (substantially in the form of Exhibit C hereto); or

(B)if such Certificated Note is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A, a certification to that effect (substantially in the form of Exhibit C hereto); or

(C)if such Certificated Note is being transferred in reliance on Regulation S, delivery of a certification to that effect (substantially in the form of Exhibit C hereto) and a transferor certificate for Regulation S transfers substantially in the form of Exhibit E hereto; or

(D)if such Certificated Note is being transferred to an Institutional Accredited Investor, delivery of certification to that effect (substantially in the form of Exhibit C hereto), certificates of the transferee in substantially the form of Exhibit D and, at the option of the Issuers, an Opinion of Counsel reasonably satisfactory to the Issuers to the effect that such transfer is in compliance with the Securities Act; or

(E)if such Certificated Note is being transferred in reliance on Rule 144 under the Securities Act, delivery of a certification to that effect substantially in the form of Exhibit C hereto and, at the option of the Issuers, an Opinion of Counsel reasonably satisfactory to the Issuers to the effect that such transfer is in compliance with the Securities Act; or

(F)if such Certificated Note is being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (substantially in the form of Exhibit C hereto) and, at the option of the Issuers, an Opinion of Counsel reasonably satisfactory to the Issuers to the effect that such transfer is in compliance with the Securities Act.

(b)Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note.  A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below.  Upon receipt by the Registrar or co-Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Registrar or co-Registrar, together with:

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(A)in the case of Certificated Notes, the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form of Exhibit C hereto, that such Certificated Note is being transferred (I) to a Qualified Institutional Buyer, (II) and Institutional Accredited Investor (and, in the case of this clause (II), the Issuers shall have received a transferee letter of representation substantially in the form of Exhibit D hereto and, at the option of the Issuers, an Opinion of Counsel reasonably satisfactory to the Issuers to the effect that such transaction is in compliance with the Securities Act) or (III) in an offshore transaction in reliance on Regulation S (and, in the case of this clause III, the Issuers shall have received a transferor certificate for Regulation S transfers substantially in the form of Exhibit E hereto); and

(B)written instructions from the Holder thereof directing the Registrar or co-Registrar to make, or to direct the Depository to make, an endorsement on the applicable Global Note to reflect an increase in the aggregate amount of the Notes represented by the Global Note,

then the Registrar or co-Registrar shall cancel such Certificated Note and cause, or direct the Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the Registrar or co-Registrar, the principal amount of Notes represented by the applicable Global Note to be increased accordingly.  If no Global Note representing Notes held by Qualified Institutional Buyers or Persons acquiring Notes in offshore transactions in reliance on Regulation S, as the case may be, is then outstanding, the Issuers shall issue and the Trustee shall, upon receipt of an authentication order in the form of an Officers’ Certificate in accordance with Section 2.02, authenticate such a Global Note in the appropriate principal amount.

(c)Transfer and Exchange of Global Notes.  The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depository therefor.  Upon receipt by the Registrar or co-Registrar of written instructions, or such other instruction as is customary for the depository, from the Depository or its nominee, requesting the registration of transfer of an interest in a Rule 144A Global Note or Regulation S Global Note, as the case may be, to another type of Global Note, together with the applicable Global Notes (or, if the applicable type of Global Note required to represent the interest as requested to be transferred is not then outstanding, only the Global Note representing the interest being transferred), the Registrar or Co-Registrar shall cancel such Global Notes (or Global Note) and the Issuers shall issue and the Trustee shall, upon receipt of an authentication order in the form of an Officers’ Certificate in accordance with Section 2.02, authenticate new Global Notes of the types so cancelled (or the type so cancelled and applicable type required to represent the interest as requested to be transferred) reflecting the applicable increase and decrease of the principal amount of Notes represented by such types of Global Notes, giving effect to such transfer.  If the applicable type of Global Note required to represent the interest as requested to be transferred is not outstanding at the time of such request, the Issuers shall issue and the Trustee shall, upon written instructions from the Issuers in accordance with Section 2.02, authenticate a new

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Global Note of such type in principal amount equal to the principal amount of the interest requested to be transferred.

(d)Transfer of a Beneficial Interest in a Global Note for a Certificated Note.  (i)  Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Certificated Note.  Upon receipt by the Registrar or co-Registrar of written instructions, or such other form of instructions as is customary for the Depository, from the Depository or its nominee on behalf of any Person having a beneficial interest in a Global Note and upon receipt by the Trustee of a written order or such other form of instructions as is customary for the Depository or the Person designated by the Depository as having such a beneficial interest containing registration instructions and, in the case of any such transfer or exchange of a beneficial interest in Notes the offer and sale of which have not been registered under the Securities Act and which Notes are presented for transfer or exchange prior to the Resale Restriction Termination Date, the following additional information and documents:

(A)if such beneficial interest is being transferred to the Person designated by the Depository as being the beneficial owner, a certification from such Person to that effect (substantially in the form of Exhibit C hereto); or

(B)if such beneficial interest is being transferred to a Qualified Institutional Buyer in accordance with Rule l44A, a certification to that effect (substantially in the form of Exhibit C hereto); or

(C)if such beneficial interest is being transferred in reliance on Regulation S, delivery of a certification to that effect (substantially in the form of Exhibit C hereto) and a transferor certificate for Regulation S transfers substantially in the form of Exhibit E hereto; or

(D)if such beneficial interest is being transferred to an Institutional Accredited Investor, delivery of certification (substantially in the form of Exhibit C hereto), a certificate of the transferee in substantially the form of Exhibit D and, at the option of the Issuers, an Opinion of Counsel reasonably satisfactory to the Issuers to the effect that such transfer is in compliance with the Securities Act; or

(E)if such beneficial interest is being transferred in reliance on Rule 144 under the Securities Act, delivery of a certification to that effect (substantially in the form of Exhibit C hereto); and, at the option of the Issuers, an Opinion of Counsel reasonably satisfactory to the Issuers to the effect that such transfer is in compliance with the Securities Act; or

(F)if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (substantially in the form of Exhibit C hereto) and, at the option of the Issuers, an Opinion of Counsel reasonably satisfactory to the Issuers to the effect that such transfer is in compliance with the Securities Act,

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then the Registrar or co-Registrar will cause, in accordance with the standing instructions and procedures existing between the Depository and the Registrar or co-Registrar, the aggregate principal amount of the applicable Global Note to be reduced and, following such reduction, the Issuers will execute and, upon receipt of an authentication order in the form of an Officers’ Certificate in accordance with Section 2.02, the Trustee will authenticate and deliver to the transferee a Certificated Note in the appropriate principal amount.

(ii)Certificated Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.16(d) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Registrar or co-Registrar in writing.  The Registrar or co-Registrar shall deliver such Certificated Notes to the Persons in whose names such Certificated Notes are so registered.

(e)Restrictions on Transfer and Exchange of Global Notes.  Notwithstanding any other provisions of this Indenture, a Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(f)Private Placement Legend.  Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar or co-Registrar shall deliver Notes that do not bear the Private Placement Legend.  Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar or co-Registrar shall deliver only Notes that bear the Private Placement Legend unless, and the Trustee is hereby authorized to deliver Notes without the Private Placement Legend if, (i) the Resale Restriction Termination Date shall have occurred, (ii) there is delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the Issuers and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (iii) such Note has been sold pursuant to an effective registration statement under the Securities Act or exchanged for an Exchange Note pursuant to an effective registration statement under the Securities Act.

(g)General.  By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interest in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

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The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16.  The Issuers shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Section 2.17.Restrictive Legends.

Each Global Note and Certificated Note that constitutes a Restricted Security shall bear the following legend (the “Private Placement Legend”) on the face thereof.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS SECURITY  NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO (X) THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K) (OR ANY SUCCESSOR PROVISION THEREOF) UNDER THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR ANY PREDECESSOR OF THIS SECURITY) AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) OR (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, ONLY (A) TO THE ISSUERS OR THEIR AFFILIATES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (E) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF

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REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S (PROVIDED THAT SUCH NON-U.S. PERSONS AGREE NOT TO RESELL OR OTHERWISE TRANSFER THE SECURITIES IN CANADA OR FOR THE BENEFIT OF A CANADIAN RESIDENT, EXCEPT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS) OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY OTHER JURISDICTION, INCLUDING OF ANY STATE OF THE UNITED STATES OR ANY PROVINCE OF CANADA, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

Each Global Note shall also bear the following legend:

THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY.  THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, AND TRANSFERS OF INTERESTS IN THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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ARTICLE 3

REDEMPTION

Section 3.01.Notices to Trustee.

If the Issuers elect to redeem Notes pursuant to paragraph 7 of the Notes, at least 60 days prior to the Redemption Date or during such shorter period as the Trustee may agree to, the Issuers shall notify the Trustee in writing of the Redemption Date, the principal amount of Notes to be redeemed and the Redemption Price, and deliver to the Trustee an Officers’ Certificate stating that such redemption will comply with the conditions contained herein and in the Notes, as appropriate.

Section 3.02.Selection of Notes to Be Redeemed.

In the event of a redemption of less than all of the Notes, the Trustee will select the Notes to be redeemed as follows:

(1)if the Notes are listed, in compliance with the requirements of the principal national securities exchange on which such Notes are listed; or

(2)if the Notes are not then listed, on a pro rata basis, by lot or in such other manner as the Trustee deems fair and equitable.

Notices of redemption may not be conditional.

Section 3.03.Notice of Redemption.

Notice of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the Redemption Date to each Holder to be redeemed at its registered address.  If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed.

The notice shall identify the Notes to be redeemed (including the CUSIP number(s) thereof) and shall state:

(1)the Redemption Date;

(2)the Redemption Price and the amount of accrued interest, if any, to be paid;

(3)that, if any Note is being redeemed in part, the portion of the principal amount (equal to US$1,000 in principal amount or any integral multiple thereof) of such Note to be redeemed and that, on and after the Redemption Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued;

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(4)the name, address and telephone number of the Paying Agent;

(5)that Notes called for redemption must be surrendered to the Paying Agent at the address specified to collect the Redemption Price plus accrued interest, if any;

(6)that, unless the Issuers default in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the Redemption Price plus accrued interest to the Redemption Date upon surrender of the Notes to the Paying Agent;

(7)the subparagraph of the Notes pursuant to which the Notes called for redemption are being redeemed; and

(8)if fewer than all the Notes are to be redeemed, the identification of the particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption.

Section 3.04.Effect of Notice of Redemption.

Once the notice of redemption described in Section 3.03 is mailed, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price, including any premium, plus accrued interest to the Redemption Date, if any.  Upon surrender to the Paying Agent, such Notes shall be paid at the Redemption Price, including any premium, plus accrued interest to the Redemption Date, if any; provided that if the Redemption Date is after a Record Date and on or prior to the Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant Record Date.

Section 3.05.Deposit of Redemption Price.

On or prior to 10:00 a.m., New York City time, on each Redemption Date, the Issuers shall have deposited with the Paying Agent in immediately available funds U.S. legal tender sufficient to pay the Redemption Price of and accrued interest on all Notes to be redeemed on that date.

On and after any Redemption Date, if U.S. legal tender sufficient to pay the Redemption Price of and accrued interest on Notes called for redemption shall have been made available in accordance with the preceding paragraph, the Notes called for redemption will cease to accrue interest and the only right of the Holders of such Notes will be to receive payment of the Redemption Price of and, subject to the first proviso in Section 3.04, accrued and unpaid interest on such Notes to the Redemption Date.  If any Note called for redemption shall not be so paid, interest will continue to accrue and be paid, from the Redemption Date until such redemption payment is made, on the unpaid principal of the Note and any interest not paid on such unpaid principal, in each case, at the rate and in the manner provided for in Section 2.12.  The Trustee will return any remaining monies to the Issuers after all principal, premium and interest on the Notes has been paid in full.

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Section 3.06.Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Trustee shall authenticate for a Holder a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

ARTICLE 4

COVENANTS

Section 4.01.Payment of Notes.

The Issuers shall pay the principal of, premium, if any, and interest (including all Additional Interest as provided in the Registration Rights Agreement and including all Additional Amounts, if any) on the Notes on the dates and in the manner provided in the Notes and this Indenture.  An installment of principal or interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds, for the benefit of the Holders, on that date U.S. legal tender designated for and sufficient to pay such installment in full and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture.

The Issuers shall pay interest on overdue principal and interest on overdue interest, to the extent lawful as provided for in Section 2.12.

Section 4.02.Provision of Financial Statements and Other Information.

Notwithstanding that Parent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise required to report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Commission, Parent will file with the Commission (and provide the Trustee and, if such reports are not then available to the public on the Internet free of charge, each Holder with copies thereof, without cost to each Holder, within 15 days after it files them with the Commission),

(1)within 90 days after the end of each fiscal year (or such shorter period as the Commission may in the future prescribe), annual reports on Form 20-F or 40-F (or any successor form), as applicable, containing the information required to be contained therein (or required in such successor form),

(2)within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 6-K (or any successor form) containing substantially the same information as is required to be contained in quarterly financial reports prescribed by applicable Canadian regulatory authorities for Canadian public reporting companies including, without limitation, a Management’s Discussion and Analysis of Financial Condition and Results of Operations (whether or not the Company is required to file such forms under Canadian law or stock exchange requirements); provided that the Parent shall, within 60 days after the end of its fiscal quarter ended February 1, 2004, provide

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the Trustee and the Holders with its report on Form 6-K relating to such fiscal quarter; and

(3)promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 6-K (or any successor form) as are required to be filed by the Commission;

provided, however, that Parent shall not be so obligated to file such reports with the Commission prior to the effectiveness of a registration statement relating to the Exchange Offer or the resale of the Notes as provided in the Registration Rights Agreement, in which event Parent will provide such information to the Trustee and the Holders within the time periods set forth above and to prospective purchasers upon request of a Holder.

Parent will also furnish to Holders, securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.03.Waiver of Stay, Extension or Usury Laws.

The Issuers and the Guarantors covenant (to the extent that they may lawfully do so) that they will not at any time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law which would prohibit or forgive the Issuers or the Guarantors from paying all or any portion of the principal of, premium, if any, and/or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that they may lawfully do so) the Issuers and the Guarantors hereby expressly waive all benefit or advantage of any such law, and covenants that they will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 4.04.Compliance Certificate; Notice of Default.

(a)Parent shall deliver to the Trustee, within 90 days after the end of Parent’s fiscal year an Officers’ Certificate stating that a review of the activities of Parent and its Subsidiaries during such fiscal year has been made under the supervision of the signing Officers with a view to determining whether Parent and each Restricted Subsidiary has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, no Default or Event of Default shall have occurred and be continuing, (or, if a Default or Event of Default shall have occurred, describing all or such Defaults or Events of Default of which he or she may have knowledge and what action each is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes are prohibited or if such event has occurred, a description of the event and what action Parent and each Restricted Subsidiary is taking or proposes to take with respect thereto.  The Officers’ Certificate shall also notify the Trustee

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should Parent and each Restricted Subsidiary elect to change the manner in which it fixes its fiscal year end.

(b)Parent will, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action Parent is taking or proposes to take with respect thereto.

Section 4.05.Payment of Taxes and Other Claims.

Parent shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon it or any of its Subsidiaries or its properties or any of its Subsidiaries’ properties; provided, however, that Parent shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or charge whose amount, applicability or validity is being contested in good faith by appropriate proceedings properly instituted and diligently conducted for which adequate reserves, to the extent required under GAAP, have been taken or where the failure to effect such payment is not adverse in any material respect to the Holders.

Section 4.06.Corporate Existence.

Subject to Article 5, Parent shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, and the corporate, partnership or limited liability company or other existence of each Issuer, each Guarantor and each other Significant Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Issuer, each Guarantor and each other Significant Subsidiary and the material rights (charter and statutory), licenses and franchises of Parent, each Issuer, each Guarantor and each of its other Significant Subsidiaries except where the failure to preserve and keep in full force and effect any such rights, licenses and franchise shall not have a material adverse effect on the financial condition, business, operations or prospects of Parent and its Subsidiaries taken as a whole; and provided that Parent shall not be required to preserve any such right, license or franchise, or the corporate, limited liability company, partnership or other existence of any Subsidiaries (other than the Issuers), if the Board of Directors of Parent shall determine that the preservation thereof is no longer desirable in the conduct of the business of Parent and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Section 4.07.Maintenance of Office or Agency.

The Issuers shall maintain an office or agency in the Borough of Manhattan, The City of New York where Notes may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served.  The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the

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Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee as set forth in Section 13.02.

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.  The Issuers shall give prompt written notice to the Trustee of such designation or rescission and of any change in the location of any such other office or agency.

The Issuers hereby initially designate the Corporate Trust Office of the Trustee set forth in Section 13.02 as one such office of the Issuers.

Section 4.08.Compliance with Laws.

Parent shall comply, and shall cause each of its Restricted Subsidiaries to comply, with all applicable statutes, rules, regulations, orders and restrictions of the United States of America, all states and municipalities thereof, and of any governmental department, commission, board, regulatory authority, bureau, agency and instrumentality of the foregoing, in respect of the conduct of their respective businesses and the ownership of their respective properties, except for such noncompliances as would not in the aggregate have a material adverse effect on the financial condition, business, operations, or prospects of Parent and its Restricted Subsidiaries taken as a whole.

Section 4.09.Maintenance of properties.

Parent shall cause all material properties owned by or leased by it or any of its Restricted Subsidiaries used or useful to the conduct of Parent’s business or the business of any of its Restricted Subsidiaries to be maintained and kept in normal condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in its judgment may be necessary, to actively conduct its business; provided, however, that nothing in this Section 4.09 shall prevent Parent or any of its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of Parent or of the Board of Directors of any Restricted  Subsidiary of Parent concerned, or of an officer of Parent or any of its Restricted Subsidiaries having managerial responsibility for any such property, desirable in the conduct of the business of Parent or any Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Section 4.10.Limitation on Additional Indebtedness.

(a)Parent will not, and will not permit any of its Restricted Subsidiaries (including, without limitation, the Issuers) to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness); provided that if no Default or Event of Default has occurred and is continuing at the time or as a consequence of the incurrence of such Indebtedness, the Issuers or any Guarantor may incur Indebtedness (including Acquired Indebtedness) if after giving effect to the

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incurrence of such Indebtedness and the receipt and application of the proceeds thereof, Parent’s Consolidated Fixed Charge Coverage Ratio is at least 2.0 to 1.

(b)Notwithstanding the foregoing, Parent and its Restricted Subsidiaries may incur Permitted Indebtedness; provided that neither the Issuers nor the Guarantors may incur any Permitted Indebtedness that ranks junior in right of payment to the Notes or the Guarantee of any Guarantor and that has a maturity or mandatory sinking fund payment prior to the maturity of the Notes.

(c)For purposes of determining compliance with this Section 4.10:

(1)in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (1) through (10) of the definition of “Permitted Indebtedness,” or is entitled to be incurred pursuant to the first paragraph of this covenant, Parent may, in its sole discretion, classify such item of Indebtedness on the date of its incurrence or, subject to clause (2) below, later reclassify all or a portion of such item of Indebtedness in any manner that complies with this covenant;

(2)Indebtedness of Parent or any Restricted Subsidiary under the Senior Credit Facility outstanding on the Issue Date will be deemed to have been incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and Parent will not be permitted to reclassify any portion of such Indebtedness thereafter;

(3)accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness of the same class, in each case in accordance with the terms of the underlying Indebtedness at its time of incurrence by Parent or a Restricted Subsidiary, as the case may be, will not be considered to be an incurrence of Indebtedness for purposes of this covenant; provided that the underlying Indebtedness is incurred in accordance with the terms of this Indenture;

(4)any increase in the Canadian dollar equivalent of outstanding Indebtedness of Parent or any of its Restricted Subsidiaries denominated in a currency other than Canadian dollars resulting from fluctuations in the exchange values of currencies will not be considered to be an incurrence of Indebtedness for purposes of this covenant; and

(5)the Canadian dollar equivalent principal amount of any Indebtedness denominated in a currency other than Canadian dollars will be calculated based on the relevant currency exchange rate in effect on the date the Indebtedness was incurred, or first committed, in the case of revolving credit Indebtedness, as applicable; provided that if any Indebtedness is incurred to Refinance Indebtedness denominated in a currency other than Canadian dollars, and such Refinancing would cause the applicable Canadian dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Canadian dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of the Indebtedness incurred to Refinance such outstanding Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced.

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Section 4.11.Limitation on Restricted Payments.

(a)Parent will not make, and will not permit any Restricted Subsidiary to, directly or indirectly, make, any Restricted Payment, unless:

(1)no Default or Event of Default has occurred and is continuing at the time of or immediately after giving effect to such Restricted Payment;

(2)immediately after giving pro forma effect to such Restricted Payment, Parent could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.10(a); and

(3)immediately after giving effect to such Restricted Payment, the aggregate of all Restricted Payments declared or made after the Issue Date does not exceed the sum of:

(a)50% of Parent’s Consolidated Net Income accrued during the period (treated as one accounting period) from October 13, 2003 to the end of the most recent fiscal quarter prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit);

(b)100% of the aggregate Net Proceeds received by Parent from the issue or sale after the Issue Date (for avoidance of doubt, excluding the Cash Equity Contribution) of its Capital Stock (other than Disqualified Capital Stock or Capital Stock issued to any Subsidiary of Parent) or any Indebtedness or other securities of Parent convertible into or exercisable or exchangeable for its Capital Stock (other than Disqualified Capital Stock) which have been so converted, exercised or exchanged, as the case may be, excluding, in the case of this clause (b), any Net Proceeds from a Public Equity Offering to the extent used to redeem the Notes in compliance with the provisions set forth in Article 3 of this Indenture and the Notes;

(c)without duplication of any amounts included in clause (3)(b) above, 100% of the aggregate Net Proceeds received by Parent after the Issue Date (for avoidance of doubt, excluding the Cash Equity Contribution) from any equity contribution from a holder of its Capital Stock (other than any Restricted Subsidiary of Parent), excluding, in the case of this clause (c), any Net Proceeds from a Public Equity Offering to the extent used to redeem the Notes in compliance with the provisions set forth in Article 3 of this Indenture and the Notes; and

(d)without duplication, the sum of:

(i)the aggregate amount returned in cash on or with respect to an Investment (other than a Permitted Investment) in any Person made subsequent to the Issue Date whether through interest payments, principal payments, dividends or other distributions;

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(ii)the net proceeds received by Parent or any of the Restricted Subsidiaries from the disposition (other than to Parent or any Subsidiary of Parent), retirement or redemption of all or any portion of an Investment described in clause (3)(d)(i); and

(iii)upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of the net assets of such Subsidiary;

provided, however, that, with respect to an Investment in any Person, the sum of clauses (i), (ii) and (iii) above with respect to the Investment in such Person may not exceed the aggregate amount of all Investments made in such Person subsequent to the Issue Date.

For purposes of determining under clause (3) above, the amount expended for Restricted Payments, cash distributed will be valued at the face amount thereof and property other than cash will be valued at its fair market value.

(b)The provisions of Section 4.11(a) will not prohibit:

(1)the payment of any distribution within 60 days after the date of declaration thereof, if at such date of declaration such payment would comply with the provisions of this Indenture;

(2)the repurchase, redemption or other acquisition or retirement of any shares of Capital Stock of Parent or Indebtedness subordinate in right of payment to the Notes by conversion into, or by or in exchange for, shares of its Capital Stock (other than Disqualified Capital Stock), or out of the Net Proceeds of the substantially concurrent sale (other than to any Subsidiary of Parent) of other shares of its Capital Stock (other than Disqualified Capital Stock); and

(3)the redemption or retirement of Indebtedness of Parent subordinate in right of payment to the Notes in exchange for, by conversion into, or out of the Net Proceeds of a substantially concurrent sale or incurrence of, its Indebtedness (other than any Indebtedness owed to any Subsidiary of Parent) that is Refinancing Indebtedness.

In calculating the aggregate amount of Restricted Payments made subsequent to the Issue Date for purposes of clause (3) of Section 4.11(a), amounts expended pursuant to clauses (1) and (2) of the immediately preceding paragraph will be included in such calculation.

(c)Not later than the date of making any Restricted Payment, Parent will deliver to the Trustee an Officers’ Certificate stating that:

(1)such Restricted Payment is permitted and setting forth the basis upon which the calculations required by Section 4.11 were computed, which calculations may be based upon Parent’s latest available financial statements, and

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(2)no Default or Event of Default has occurred and is continuing and no Default or Event of Default will occur immediately after giving effect to any such Restricted Payment.

Section 4.12.Limitation on Other Senior Subordinated Indebtedness.

Parent will not, and will not permit the Issuers or any other Guarantor to, directly or indirectly, incur, contingently or otherwise, any Indebtedness (other than the Notes and the Guarantees, as the case may be) that is both:

(1)subordinate in right of payment to any Senior Indebtedness of the Issuers or such Guarantor, as the case may be; and

(2)senior in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be.

For purposes of this Section 4.12, Indebtedness is deemed to be senior in right of payment to the Notes or a Guarantee, as the case may be, if it is not explicitly subordinated in right of payment to Senior Indebtedness of the Issuer or such Guarantor, as the case may be, at least to the same extent as the Notes and the Guarantee of such Guarantor, as the case may be, are subordinated to such Senior Indebtedness.  This Indenture does not treat (i) unsecured Indebtedness as subordinated or junior to Senior Indebtedness merely because it is unsecured or (ii) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Section 4.13.Limitation on Asset Sales.

(a)Parent will not, and will not permit any Restricted Subsidiary to, consummate an Asset Sale unless:

(1)Parent or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value of the assets sold or otherwise disposed of;

(2)not less than 75% of the consideration received by Parent or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the following will be deemed to be cash for purposes of this clause (2):

(a)any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet) of Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinate in right of payment to the Notes or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Parent or such Restricted Subsidiary from further liability; and

(b)any securities, notes or other obligations received by Parent or any such Restricted Subsidiary from such transferee that are within 30 days of receipt

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thereof converted by Parent or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion); and

(3)except as provided below, the Asset Sale Proceeds received by Parent or such Restricted Subsidiary are applied:

(a)to the extent Parent or any such Restricted Subsidiary, as the case may be, elects or is required, to prepay, repay or purchase any then existing Senior Indebtedness of Parent or any such Restricted Subsidiary within 365 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided that such payment, repayment or purchase, in the case of prepayment, repayment or purchase of revolving loans, must result in a permanent reduction of the applicable commitments thereunder in an amount equal to the principal amount so repaid; or

(b)to the extent Parent or any such Restricted Subsidiary elects, to an Investment in property or other assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) in compliance with Section 4.20; provided that such Asset Sale Proceeds are applied within 365 days following receipt thereof.

(b)If on and after the 366th day after any Asset Sale (the “Excess Proceeds Offer Trigger Date”) the Available Asset Sale Proceeds exceed $15 million, then such event shall constitute an event of failure within the meaning of subparagraph 212(1)(b)(vii) of the Income Tax Act (Canada) and the Issuers must apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes and any other Pari Passu Indebtedness that requires an offer to purchase be made with such Available Asset Sale Proceeds, on a pro rata basis, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an “Excess Proceeds Offer”).

Notwithstanding the foregoing, Parent shall, within three business days following the receipt of the proceeds of each Designated Sale and Lease-Back Transaction, apply the proceeds of such Designated Sale and Lease-Back Transaction to repay term Indebtedness under the Senior Credit Facility.

(c)Within 30 days of an Excess Proceeds Offer Trigger Date, the Issuers shall mail to the Trustee and each Holder a notice stating:

(1)that the Excess Proceeds Offer is being made pursuant to this Section 4.13;

(2)that such Holders have the right to require the Issuers to apply the Available Asset Sale Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date which shall be no earlier than 30 days and not later than 45 days from the date such notice is mailed (the “Excess Proceeds Payment Date”);

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(3)that any Note not tendered or accepted for payment will continue to accrue interest;

(4)that any Notes accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest after the Excess Proceeds Payment Date;

(5)that Holders accepting the offer to have their Notes purchased pursuant to an Excess Proceeds Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Excess Proceeds Payment Date;

(6)that Holders will be entitled to withdraw their acceptance of the Excess Proceeds Offer if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Excess Proceeds Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased;

(7)that if the aggregate principal amount of Notes surrendered by Holders exceeds the amount of Available Asset Sale Proceeds, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of US$1,000 or integral multiples thereof, shall be purchased);

(8)that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of US$1,000 and integral multiples thereof;

(9)the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the purchase of such Notes;

(10)any other procedures that a Holder must follow to accept an Excess Proceeds Offer or effect withdrawal of such acceptance; and

(11)the name and address of the Paying Agent.

On the Excess Proceeds Payment Date, the Issuers shall, to the extent lawful,

(1)accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Excess Proceeds Offer,

(2)deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, on the Notes to be purchased or portions thereof,

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(3)deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.13.

The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Issuers shall execute and issue, the Guarantors shall endorse thereon their Guarantee and the Trustee shall promptly authenticate and make available for delivery to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of US$1,000 and integral multiples thereof.  The Issuers will publicly announce the results of the Excess Proceeds Offer on the Excess Proceeds Payment Date.

(d)If an Excess Proceeds Offer is not fully subscribed, Parent may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes and any such other Pari Passu Indebtedness.

(e)In the event of the transfer of substantially all of the property and assets of Parent and the Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 of this Indenture, the successor Person will be deemed to have sold the properties and assets of Parent and the Restricted Subsidiaries not so transferred for purposes of this Section 4.13, and must comply with the provisions of this Section 4.13 with respect to such deemed sale as if it were an Asset Sale.

(f)The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to this Section 4.13.  To the extent that the provisions of any securities laws or regulations conflict with this Section 4.13, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.13 by virtue thereof.

Section 4.14.Limitation on Transfer of Assets.

Neither the Issuers nor any Guarantor will sell, convey, transfer or otherwise dispose of its assets or property to any Restricted Subsidiary that is not an Issuer or a Guarantor, except for sales, conveyances, transfers or other dispositions (a) made in the ordinary course of business, (b) to any Restricted Subsidiary if such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary of the Notes or (c) in an aggregate amount after the Issue Date not to exceed $10 million.

Section 4.15.Limitation on Sale and Lease-Back Transactions.

Parent will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction; provided that the Issuers or any Guarantor may enter into a Sale and Lease-Back Transaction if:

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(1)such Issuer or such Guarantor, as applicable, could have incurred an amount of Indebtedness equal to the Attributable Indebtedness relating to such Sale and Lease-Back Transaction under Section 4.10 hereof;

(2)the gross cash proceeds of that Sale and Lease-Back Transaction are at least equal to the fair market value of the property sold; and

(3)the transfer of assets in that Sale and Lease-Back Transaction is permitted by, and Parent applies the proceeds of such transaction in compliance with, Section 4.13.

Section 4.16.Limitation on Transactions with Affiliates.

(a)Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, amend or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate (each an “Affiliate Transaction”) or extend, renew, waive or otherwise amend or modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless:

(1)such Affiliate Transaction is between or among Parent and one or more of the Restricted Subsidiaries; or

(2)the terms of such Affiliate Transaction are fair and reasonable to Parent or such Restricted Subsidiary, as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could reasonably by expected to be obtained by Parent or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm’s-length basis between unaffiliated parties.

In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a common plan) involving an amount or having a fair market value in excess of $15 million which is not permitted under clause (1) above, Parent must obtain a Board Resolution of the Board of Directors of Parent certifying that such Affiliate Transaction complies with clause (2) above.  In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a common plan) involving an amount or having a fair market value in excess of $25 million which is not permitted under clause (1) above, Parent must obtain a favorable written opinion as to the fairness of such transaction or transactions, as the case may be, from an Independent Financial Advisor.

(b)Section 4.16(a) will not apply to:

(1)any Restricted Payment that is not prohibited by the provisions described under Section 4.11 or any Permitted Investment;

(2)reasonable fees and compensation (including equity compensation) paid to, and indemnity provided on behalf of, officers, directors or employees of Parent or any Restricted Subsidiary as determined in good faith by Parent’s Board of Directors or senior management;

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(3)any agreement as in effect as of the Issue Date (including, without limitation, the shareholders agreement among Parent, Metro Inc., and Developpements Orano Inc.) or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; and

(4)the issuance and sale of Capital Stock (other than Disqualified Capital Stock) by Parent.

Section 4.17.Limitation on Liens.

Parent will not, and will not permit any Restricted Subsidiary to, create, incur or otherwise cause or suffer to exist or become effective any Liens of any kind (other than Permitted Liens) upon any property or asset of Parent or any Restricted Subsidiary or any shares of Capital Stock or Indebtedness of any Restricted Subsidiary which owns property or assets, now owned or hereafter acquired, without making or causing the Restricted Subsidiary to make, effective provision for securing the Notes or, with respect to Liens on any Guarantor’s property or assets, the Guarantee of such Guarantor; and

(1)if such Lien secures Indebtedness which is subordinate in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be, any such Lien will be subordinate to the Lien granted to Holders to the same extent as such Indebtedness is subordinate in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be, and

(2)in all other cases, the Notes or the Guarantee of such Guarantor, as the case may be, are equally and ratably secured.

Section 4.18.Change of Control Offer.

(a)In the event of a Change of Control, which event shall constitute a triggering event and thus an event of failure under the terms of this Indenture within the meaning of subparagraph 212(1)(b)(vii) of the Income Tax Act (Canada), the Issuers will make an offer to repurchase (the “Change of Control Offer”) each Holder’s outstanding Notes at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the Change of Control Payment Date (as defined) in accordance with the procedures set forth below.

(b)Within 30 days of the occurrence of a Change of Control, the Issuers will mail to the Trustee and each Holder a notice stating:

(1)that the Change of Control Offer is being made pursuant to this Section 4.18 and that all Notes tendered will be accepted for payment;

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(2)the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”));

(3)that any Note not tendered will continue to accrue interest;

(4)that, unless the Issuers default in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;

(5)that Holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of the Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;

(6)that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased;

(7)that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered;

(8)any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and

(9)the name and address of the Paying Agent.

(c)On the Change of Control Payment Date, the Issuers will, to the extent lawful,

(1)accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;

(2)deposit with the Paying Agent U.S. legal tender sufficient to pay the Change of Control Purchase Price of all Notes or portions thereof so tendered; and

(3)deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof tendered and accepted for payment by the Issuers in accordance with this Section 4.18(c).

The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such Notes, and the Issuers shall execute and issue, the Guarantors shall endorse thereon their Guarantee, and the Trustee shall

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promptly authenticate and make available for delivery to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of US$1,000 and integral multiples thereof.  The Issuers will publicly announce the results of the Change of Control Offer on the Change of Control Payment Date.

(d)Prior to complying with any of the procedures of this Section 4.18, but in any event within 30 days following any Change of Control, the Issuers covenant to:

(1)repay in cash in full all Obligations and terminate all commitments under or in respect of all Senior Indebtedness the terms of which prohibit the purchase by the Issuers of the Notes upon a Change of Control in compliance with the terms of this Section 4.18 or offer to repay in cash in full all Obligations and terminate all commitments under or in respect of all such Senior Indebtedness and repay the Senior Indebtedness owed to each such lender who has accepted such offer; or

(2)obtain the requisite consents under all such Senior Indebtedness to permit the repurchase of the Notes as described above.

The Issuers must first comply with the covenant described in the preceding sentence before they will be required to purchase Notes in the event of a Change of Control; provided that the Issuers’ failure to comply with the covenant described in the preceding sentence will constitute an Event of Default described in clause (c) under Section 6.01.

(e)In addition, (1) if any Issuer or any Guarantor has outstanding any Indebtedness that is subordinated in right of payment to the Notes or the Guarantees or has any Preferred Stock outstanding and such Issuer or such Guarantor is required to make a change of control offer or to make a distribution with respect to such subordinated Indebtedness or Preferred Stock in the event of a Change of Control, such Issuer or such Guarantor will not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Issuers have paid the Change of Control Purchase Price to the Holders that have accepted the Issuers’ Change of Control Offer and must otherwise have consummated the Change of Control Offer and (2) the Issuers and the Guarantors will not issue Indebtedness that is subordinated in right of payment to the Notes or the Guarantees and will not issue any Preferred Stock, as applicable, with change of control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change in Control.

(f)The Issuers will not be required to make a Change of Control Offer if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all of the Notes or portions of the Notes properly tendered and not withdrawn under such Change of Control Offer.

(g)The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer.  To the extent that the provisions of any securities laws or regulations conflict with this

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Section 4.18, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.18 by virtue thereof.

Section 4.19.Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)pay dividends or make any other distributions to Parent or any Restricted Subsidiary:

(a)on its Capital Stock or

(b)with respect to any other interest or participation in, or measured by, its profits;

(2)repay any Indebtedness or any other Obligation owed to Parent or any Restricted Subsidiary;

(3)make loans or advances or capital contributions to Parent or any Restricted Subsidiary; or

(4)transfer any of its properties or assets to Parent or any Restricted Subsidiary;

except for such encumbrances or restrictions existing under or by reason of:

(1)the Senior Credit Facility as in effect on the Issue Date and any amendments, restatements, renewals, replacements or refinancings thereof; provided that any amendment, restatement, renewal, replacement or refinancing is not more disadvantageous to the Holders in any material respect with respect to such encumbrances or restrictions than those existing on the Issue Date;

(2)encumbrances or restrictions existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date and any amendments, restatements, renewals, replacements or refinancings thereof; provided that any amendment, restatement, renewal, replacement or refinancing is not more disadvantageous to the Holders in any material respect with respect to such encumbrances or restrictions than those existing on the Issue Date;

(3)this Indenture, the Notes and the Guarantees;

(4)applicable law;

(5)any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other

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than the Person, or the property or assets of the Person (including any Subsidiary of the Person), so acquired;

(6)customary non-assignment provisions in leases, licenses or other agreements entered in the ordinary course of business and consistent with past practices;

(7)Refinancing Indebtedness; provided that such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Indebtedness being refunded, refinanced or extended;

(8)customary restrictions in security agreements or mortgages securing Indebtedness of Parent or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages;

(9)customary restrictions with respect to a Restricted Subsidiary (other than any Issuer) pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary (other than any Issuer);

(10)customary restrictions imposed on the transfer of copyrighted or patented materials; or

(11)customary restrictions under Sale and Lease-Back Transactions that comply with Section 4.15 and that either (i) apply to the assets being transferred only, or (ii) apply only to the Guarantor or Issuer that is the subject of such Sale and Lease-Back Transaction and Parent determines in good faith at the time such encumbrance or restriction is created that such encumbrance or restriction does not materially and adversely affect the Issuers’ ability to pay principal of, and interest on, the Notes.

Section 4.20.Limitation on Conduct of Business.

Parent and the Restricted Subsidiaries will not engage in any businesses which are not the same, similar, ancillary or related to the businesses in which Parent and the Restricted Subsidiaries are engaged on the Issue Date.

Section 4.21.Limitation on Preferred Stock of Restricted Subsidiaries.

Parent will not permit any Restricted Subsidiary to issue any Preferred Stock (except Preferred Stock issued to Parent or a Restricted Subsidiary) or permit any Person (other than Parent or a Restricted Subsidiary) to hold any such Preferred Stock unless such Restricted Subsidiary would be entitled to incur or assume Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.10(a) in the aggregate principal amount equal to the aggregate liquidation value of the Preferred Stock to be issued.

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Section 4.22.Limitation on Capital Stock of Restricted Subsidiaries.

(a)Parent will not:

(1)sell, pledge, hypothecate or otherwise convey or dispose of any Capital Stock of any Restricted Subsidiary (other than any such transaction resulting in a Lien which constitutes a Permitted Lien); or

(2)permit any Restricted Subsidiary to issue any Capital Stock, other than to Parent or a Restricted Subsidiary.

(b)Section 4.22(a) will not apply to an Asset Sale made in compliance with Section 4.13 (provided that if such Asset Sale is for less than all of the outstanding Capital Stock of any Restricted Subsidiary held by Parent or any Restricted Subsidiary, such Asset Sale must also comply with Section 4.11) or the issuance of Preferred Stock in compliance with Section 4.21.

Section 4.23.Limitation on Creation of Subsidiaries.

Parent will not create or acquire, and will not permit any Restricted Subsidiary to create or acquire, any Subsidiary other than:

(1)a Restricted Subsidiary existing as of the Issue Date;

(2)a Restricted Subsidiary that is acquired or created after the Issue Date; provided, however, that (x) if the Senior Credit Facility is then in effect, each such Restricted Subsidiary that guarantees or is otherwise an obligor under the Senior Credit Facility must execute a Guarantee and, (y) if the Senior Credit Facility is no longer then in effect, each such Restricted Subsidiary that is acquired or created after the date on which the Senior Credit Facility is no longer then in effect must execute a Guarantee, in each case in substantially the form set forth in this Indenture (and with such documentation relating thereto as the Trustee may reasonably require, including, without limitation, a supplement or amendment to this Indenture and opinions of counsel as to the enforceability of such Guarantee), pursuant to which such Restricted Subsidiary will become a Guarantor; or

(3)an Unrestricted Subsidiary.

Section 4.24.Payment of Additional Amounts.

(a)All payments made by the Company with respect to the Notes or any Canadian Guarantor with respect to its Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless the Company or such Canadian Guarantor, as applicable, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof.  If the Company or such Canadian Guarantor is required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or its Guarantee, as applicable, it will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder of Notes

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(including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder of Notes (an “Excluded Holder”) (i) with which the Company or such Canadian Guarantor, as applicable, does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment or at the time that any such payment is deemed to be paid or credited, (ii) which is subject to Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of the Notes or the receipt of payments thereunder, (iii) which presents any Note for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which the full amount payable has been so received and notice to that effect has been given to the Holders of Notes by the Trustee, except to the extent that such Holder of Notes would have been entitled to such Additional Amounts on presenting such Note for payment on the last day of the applicable 60-day period, (iv) which failed to duly and timely comply with a timely request of the Company or such Canadian Guarantor, as applicable, to provide information, documents or other evidence concerning such Holder’s nationality, residence, entitlement to treaty benefits, identity or connection with Canada or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder of Notes but for this clause (iv) or (v) any combination of the foregoing number clauses of this proviso.  The Company or such Canadian Guarantor, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.  The Company or such Canadian Guarantor will furnish to the Trustee within 30 days after the date of the payment of any Taxes due pursuant to applicable law, a certification that such payment has been made.

(b)The Company and each Canadian Guarantor will indemnify and hold harmless each Holder of Notes (other than an Excluded Holder), and upon written request of any Holder of Notes (other than an Excluded Holder), reimburse each such Holder, for the amount of (i) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes or such Canadian Guarantor’s Guarantee, as applicable; (ii) any liability (including penalties, interest and expense) arising therefrom or with respect thereto); and (iii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) or (ii), so that the net amount received by such Holder after such reimbursement will not be less than the net amount the Holder would have received if such Taxes on such reimbursement had not been imposed.

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ARTICLE 5

SUCCESSOR CORPORATION

Section 5.01.          Limitation on Consolidation, Merger and Sale of Assets.

Neither Parent nor the Company will (1) consolidate or merge with or into another Person (whether or not Parent or the Company will be the continuing Person), or (2) sell, assign, transfer, lease, convey or otherwise dispose of (each, a “transfer”) all or substantially all of the assets of (A) Parent (as an entirety or substantially as an entirety in one transaction or a series of related transactions), in the case of a transfer by Parent, or (B) the Company (as an entirety or substantially as an entirety in one transaction or a series of related transactions), in the case of a transfer by the Company, to any Person unless:

(1)           either Parent or the Company, as the case may be, is the continuing Person or the Person (if other than Parent or the Company, as the case may be) formed by such consolidation or into which Parent or the Company, as the case may be, is merged or to which the assets of Parent or the Company, as the case may be, are transferred is (x) in the case of the Company, a corporation, partnership, limited liability company or other similar entity and is organized and existing under the laws of the United States or any state thereof or the District of Columbia, or (y) in the case of Parent, a corporation organized under the laws of Canada or any province or territory thereof or under the laws of the United States, any state thereof or the District of Columbia and, in each case, expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of Parent or the Company, as the case may be, under this Indenture, the Notes and the Guarantees, as the case may be, and the obligations thereunder will remain in full force and effect;

(2)           immediately before and immediately after giving effect to such transaction, no Default or Event of Default will have occurred and be continuing;

(3)           immediately after giving effect to such transaction on a pro forma basis, Parent or such Person merged into or consolidated with Parent or the Company or to which the assets of Parent or the Company is transferred:

(a)           will have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of Parent or the Company, as applicable, immediately prior to such transaction; and

(b)           will be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.10(a);

provided that (x) a Restricted Subsidiary may merge into or transfer its properties and assets to the Company, Parent or a Subsidiary Guarantor without complying with this clause (3); and (y) Parent may merge with an Affiliate organized in Canada or any province or territory thereof and the Company may merge with an Affiliate organized in the

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United States, any state thereof or the District of Columbia, in each case solely for the purpose and with the sole effect of reincorporating Parent or the Company, as applicable, in another jurisdiction without complying with this clause (3); and

(4)           if in connection with a merger, consolidation or sale involving the Company, the Company, or the continuing Person into which the Company has merged, is a partnership, limited liability company or similar entity, Parent and the Company or such continuing Person, as the case may be, shall, if there is no such co-issuer of the Notes existing, cause there to be a co-issuer of the Notes that is a Restricted Subsidiary of Parent and that is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia.

In connection with any consolidation, merger or transfer of assets contemplated by this provision, Parent will deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of Parent or the Company, will be deemed to be the transfer of all or substantially all of the properties and assets of Parent or the Company, as applicable.

Section 5.02.          Successor Person Substituted.

Upon any consolidation, merger, conveyance or any transfer of all or substantially all of the assets of the Parent or the Company in accordance with Section 5.01 hereof, the successor entity formed by such consolidation or into which Parent or the Company, as the case may be, is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, Parent or the Company, as the case may be, under this Indenture with the same effect as if such successor entity had been named as Parent or the Company as the case may be herein, and thereafter the predecessor entity shall be relieved of all obligations and covenants under this Indenture and the Notes.

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ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01.          Events of Default.

An “Event of Default” occurs if

(a)           there is a default in the payment of any principal of, or premium, if any, on the Notes whether at maturity, upon redemption, required repurchase or otherwise (whether or not such payment is prohibited by the provisions of Article 11 or 12 hereof);

(b)           there is a default for 30 days in payment of any interest on the Notes (whether or not such payment is prohibited by the provisions of Article 11 or 12 hereof);

(c)           there is a default by Parent or any Restricted Subsidiary in the observance or performance of any other covenant in the Notes or this Indenture for 45 days after written notice from the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding (except in the case of a default with respect to Sections 4.18 or 5.01 which shall constitute an Event of Default with such notice requirement but without such passage of time requirement);

(d)           failure to pay when due (giving effect to any applicable grace periods and any waiver or extension thereof) principal amount at final maturity of any Indebtedness of Parent or any Restricted Subsidiary, or the acceleration of any such Indebtedness, if the aggregate amount of such Indebtedness, together with the amount of any other such Indebtedness in default for failure to pay principal or which has been accelerated, aggregates $25 million or more at any time;

(e)           any final judgment or judgments which can no longer be appealed for the payment of money in excess of $25 million (net of any insurance or indemnity payments under enforceable insurance policies for which coverage is not denied and that are issued by solvent carriers) is rendered against Parent or any Restricted Subsidiary, and is not discharged for any period of 60 consecutive days during which a stay of enforcement is not in effect;

(f)            Parent, either Issuer or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(A)          commences a voluntary case,

(B)           consents to the entry of an order for relief against it in an involuntary case,

(C)           consents to the appointment of a Custodian of it or for all or substantially all of its property,

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(D)          makes a general assignment for the benefit of its creditors,

(E)           becomes insolvent or generally fails to pay, or admits in writing its inability or unwillingness to pay, debts as they become due, or

(F)           takes any corporate action to authorize or effect any of the foregoing;

(g)           a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)          is for relief against Parent, either Issuer or any Significant Subsidiary in an involuntary case,

(B)           appoints a Custodian of Parent, either Issuer or any Significant Subsidiary or for all or substantially all of the property of Parent, either Issuer or any Significant Subsidiary, or

(C)           orders the liquidation of Parent, either Issuer or any Significant Subsidiary,

and the order or decree remains unstayed and in effect for 60 days;

(h)           either Issuer shall at any time fail to constitute a Wholly Owned Subsidiary of Parent; and

(i)            any of the Guarantees of Parent or a Significant Subsidiary ceases to be in full force and effect or any of the Guarantees of Parent or a Significant Subsidiary is declared to be null and void and unenforceable or any of the Guarantees of Parent or a Significant Subsidiary is found to be invalid or any of Parent or any Subsidiary Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of release of a Guarantor in accordance with the terms of this Indenture).

The term “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal, state or non-U.S. law for the relief of debtors.  The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

Section 6.02.          Acceleration.

If an Event of Default (other than an Event of Default of the type described in Section 6.01(f) or (g) with respect to Parent or either Issuer) has occurred and is continuing, then the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may (and the Trustee, at the request of such Holders, shall) declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus any premium plus accrued and unpaid interest, if any, to the date of acceleration and (1) the same will become immediately due and payable or (2) if there are any amounts outstanding under the Senior Credit Facility, will become immediately due and payable upon the first to occur of an acceleration under the Senior Credit Facility or five Business Days after receipt by the Issuers and the representative

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under the Senior Credit Facility of a notice of acceleration; provided, however, that after such acceleration but before a judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of outstanding Notes may rescind and annul such acceleration if:

(1)           all Events of Default, other than nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived,

(2)           to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid,

(3)           the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

(4)           in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

In case an Event of Default of the type described in Section 6.01(f) or (g) shall occur with respect to Parent or either Issuer, the principal, premium and interest amount with respect to all of the Notes shall become due and payable immediately without any declaration or other act on the part of the Trustee or the Holders.

Section 6.03.          Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture and may take any necessary action requested of it as Trustee to settle, compromise, adjust or otherwise conclude any proceedings to which it is a party.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.  All available remedies are cumulative to the extent permitted by law.

Section 6.04.          Waiver of Past Defaults and Events of Default.

Subject to Sections 2.09, 6.02, 6.07 and 8.02, the holders of a majority in principal amount of the Notes then outstanding have the right to waive any existing Default under this Indenture or the Notes except a Default in the payment of the principal of, or interest or premium,

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if any, on any Note as specified in clauses (a) and (b) of Section 6.01 or in respect of a covenant or a provision which cannot be modified or amended without the consent of all Holders as provided for in Section 8.02.  The Issuers shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents.  In case of any such waiver, the Issuers, the Trustee and the Holders shall be restored to their former positions and rights hereunder and under the Notes, respectively.  This paragraph of this Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Section 6.05.          Control by Majority.

Subject to Section 2.09, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee by this Indenture.  The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines may be unduly prejudicial to the rights of another Holder not taking part in such direction, and the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or if the Trustee in good faith shall, by a Trust Officer, determine that the proceedings so directed may involve it in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.  In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it against any loss or expense caused by taking such action or following such direction.  This Section 6.05 shall be in lieu of Section 316(a)(1)(A) of the TIA, and such Section 316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA.

Section 6.06.          Limitation on Suits.

Subject to Section 6.07 below, no Holder has any right to institute any proceeding with respect to this Indenture or any remedy thereunder, unless:

(1)           such Holder has previously given to the Trustee written notice of a continuing Event of Default;

(2)           the Holders of at least 25% in aggregate principal amount of the outstanding Notes have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee;

(3)           the Trustee has not received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request; and

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(4)           the Trustee has failed to institute such a proceeding within 60 days.

Notwithstanding the foregoing, such limitations do not apply to a suit instituted on such Note on or after the respective due dates expressed in such Note.

A Noteholder may not use this Indenture to prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder.

Section 6.07.          Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of, or premium, if any, or accrued interest of any Note held by such Holder on or after the respective due dates expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder.

Section 6.08.          Collection Suit by Trustee.

If an Event of Default in payment of principal, premium or interest specified in Section 6.01(a) or (b) hereof occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of unpaid principal, premium and accrued interest remaining unpaid, together with, to the extent that payment of such interest is lawful, interest on overdue principal and interest on overdue installments of interest, in each case at the rate set forth in Section 4.01, and such further amounts as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09.          Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes), their creditors or their property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceedings.

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Section 6.10.          Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

FIRST:  to the Trustee for amounts due under Section 7.07 hereof;

SECOND:  if the Holders are forced to proceed against the Issuers or any Guarantor directly without the Trustee, to Holders for their collection costs;

THIRD:  to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest as to each, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes; and

FOURTH:  to the Issuers or, to the extent the Trustee collects any amounts from any Guarantor, to such Guarantor.

The Trustee, upon prior written notice to the Issuers, may fix a record date and payment date for any payment to Noteholders pursuant to this Section 6.10.

Section 6.11.          Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Notes then outstanding.

ARTICLE 7

TRUSTEE

Section 7.01.          Duties of Trustee.

(a)           If a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)           Except during the continuance of a Default or an Event of Default:

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(1)           The Trustee need perform only those duties as are specifically set forth in this Indenture and no covenants or obligations shall be implied in this Indenture against the Trustee.

(2)           In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)           Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1)           This paragraph does not limit the effect of paragraph (b) of this Section 7.01.

(2)           The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(3)           The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(d)           No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have grounds in its sole discretion for believing that repayment of such funds is not assured to it or it does not receive from such Holders an indemnity or security reasonably satisfactory to it against such risk, liability, loss, fee or expense which might be incurred by it in compliance with such request or direction.

(e)           Whether or not herein expressly provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 7.01.

(f)            The Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Issuers.  Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law.

Section 7.02.          Rights of Trustee.

Subject to Section 7.01:

(a)           The Trustee may rely on any document reasonably believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.

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(b)           Before the Trustee acts or refrains from acting with respect to any matters contemplated by this Indenture or the Notes it may consult with counsel and may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 13.05.  The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(c)           The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent (other than an agent who is an employee of the Trustee) so long as the appointment of such agent was made with due care.

(d)           The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers.

(e)           The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

Section 7.03.          Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for or otherwise deal with the Issuers, or any Affiliates thereof, with the same rights it would have if it were not Trustee.  Any Agent may do the same with like rights.  The Trustee, however, shall be subject to Sections 7.10 and 7.11.

Section 7.04.          Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the sale of Notes or any money paid to the Issuers pursuant to the terms of this Indenture and it shall not be responsible for any statement of the Issuers in this Indenture or the Notes other than the Trustee’s certificate of authentication.

Section 7.05.          Notice of Defaults.

If a Default or an Event of Default occurs and is continuing and if the Trustee has actual knowledge of such Default or Event of Default, the Trustee shall mail to each Holder notice of the uncured Default or Event of Default within 30 days after such Default or Event of Default occurs.  Except in the case of a Default or an Event of Default in payment of principal of, premium or interest on, any Note, including an accelerated payment and the failure to make payment on the Change of Control Payment Date pursuant to a Change of Control Offer or on the Excess Proceeds Payment Date pursuant to an Excess Proceeds Offer and, except in the case of a failure to comply with Article 5, the Trustee may withhold the notice if and so long as its Board of Directors, the executive committee of its Board of Directors or a committee of its directors and/or Trust Officers in good faith determines that withholding the notice is in the interest of the

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Holders.  This Section 7.05 shall be in lieu of the proviso to Section 315(b) of the TIA, and such proviso of Section 315(b) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA.

Section 7.06.          Reports by Trustee to Holders.

If required by TIA Section 313(a), within 60 days after May 15 of any year, commencing the May 15 following the date of this Indenture, the Trustee shall mail to each Holder a brief report dated as of such May 15 that complies with TIA Section 313(a).  The Trustee also shall comply with TIA Section 313(b), (c) and (d).

Reports pursuant to this Section 7.06 shall be transmitted by mail:

(1)           to all registered Holders, as the names and addresses of such Holders appear on the Registrar’s books; and

(2)           to such Holders as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for that purpose.

A copy of each report at the time of its mailing to Holders shall be filed with the Commission and each stock exchange, if any, on which the Notes are listed.  The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange or of any delisting thereof.

Section 7.07.          Compensation and Indemnity.

The Issuers shall pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuers and the Trustee for the Trustee’s services.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuers shall reimburse the Trustee upon request for all reasonable fees and expenses, including out-of-pocket expenses incurred or made by it in connection with the performance of its duties under this Indenture or in connection with the collection of any funds.  Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel.

The Issuers shall indemnify each of the Trustee and its agents, employees, stockholders and directors and officers for, and hold them harmless against, any loss, liability or expense incurred by them except for such actions to the extent caused by any gross negligence, bad faith or willful misconduct on their part, arising out of or in connection with the administration of this trust including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their rights, powers or duties hereunder.  The Trustee shall notify the Issuers promptly, in writing, of any claim asserted against the Trustee for which it may seek indemnity.  The Issuers, at their option, may defend the claim and the Trustee shall cooperate and may participate in the defense; provided that any settlement of a claim shall be approved in writing by the Trustee.  The Issuers need not pay for any settlement made without their written consent, which consent shall not be unreasonably withheld.  The Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its gross negligence, bad faith or willful misconduct.

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To secure the Issuers’ payment Obligations in this Section 7.07, the Trustee shall have a lien prior to the Notes on all assets or money held or collected by the Trustee, in its capacity as Trustee, except assets or money held in trust to pay principal of, premium or interest on particular Notes.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f) or (g) occurs, such expenses and the compensation for such services are intended to constitute expenses of administration under any Bankruptcy Law.

The obligations of the Issuers under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture.

Section 7.08.          Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

The Trustee may resign at any time by so notifying the Issuers in writing.  The holders of a majority in principal amount of the outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing and may appoint a successor Trustee.  The Issuers may remove the Trustee at their election if:

(a)the Trustee fails to comply with Section 7.10;

(b)the Trustee is adjudged a bankrupt or an insolvent;

(c)a receiver or other public officer takes charge of the Trustee or its property; or

(d)the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuers shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers.  Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have the rights, powers and duties of the Trustee under this Indenture.  A successor Trustee shall mail notice of its succession to each Holder.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the Holders of at least 10% in principal

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amount of the outstanding Notes may petition, at the expense of the Issuers, any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09.          Successor Trustee by Consolidation, Merger or Conversion.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, subject to this Article 7, the successor corporation without any further act shall be the successor Trustee.

Section 7.10.          Eligibility; Disqualification.

This Indenture shall always have a Trustee which shall be eligible to act as Trustee under TIA Sections 310(a)(1) and 310(a)(2).  The Trustee shall have a combined capital and surplus of at least US$100 million as set forth in its most recent published annual report of condition.  If the Trustee has or shall acquire any “conflicting interest” within the meaning of TIA Section 310(b), the Trustee and the Issuers shall comply with the provisions of TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuers are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met.  If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.10, the Trustee shall resign immediately in the manner and with the effect hereinbefore specified in this Article 7.

Section 7.11.          Preferential Collection of Claims Against Issuers.

The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b).  A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.  The provisions of TIA Section 311 shall apply to the Issuers as obligors of the Notes.

ARTICLE 8

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01.          Without Consent of Holders.

The Issuers and the Guarantors, when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture, the Notes or the Guarantees without notice to or consent of any Holder:

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(1)           to cure any ambiguity, defect or inconsistency; provided that such amendment or supplement does not, in the opinion of the Trustee, adversely affect the rights of any Holder in any material respect;

(2)           to provide for uncertificated Notes in addition to or in place of Certificated Notes;

(3)           to comply with Article 5 or Section 10.06;

(4)           to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA;

(5)           to make any change that would provide any additional benefit or rights to the Holders;

(6)           to add to the covenants of the Issuers or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuers or any Guarantor;

(7)           to secure the Notes pursuant to the requirements of Section 4.17 or otherwise;

(8)           to reflect the release of a Guarantor from its obligations with respect to its Guarantee pursuant to Section 10.06 or to add a Guarantor pursuant to Section 4.23; or

(9)           to make any other change that does not materially and adversely affect the rights of any Holder under this Indenture.

Section 8.02.          With Consent of Holders.

Subject to Section 6.07, the Issuers and the Guarantors, when each is authorized by a Board Resolution of their respective Boards of Directors, and the Trustee may amend or supplement this Indenture or the Notes or the Guarantees with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes.  Subject to Section 6.07, the Holders of a majority in principal amount of the outstanding Notes may waive compliance by the Issuers or any Guarantor with any provision of this Indenture, the Notes, or the Guarantees.  However, without the consent of each Holder affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not:

(1)           reduce the amount of Notes whose Holders must consent to an amendment, supplement or waiver, or waiver to this Indenture;

(2)           reduce the rate of or change the time for payment of interest, including defaulted interest, on any Note;

(3)           reduce the principal of or premium on or change the stated maturity of any Note or change the date on which any Notes may be subject to redemption or repurchase or reduce the redemption or repurchase price therefor;

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(4)           make any Note payable in money other than that stated in the Note or change the place of payment from New York, New York;

(5)           waive a Default on the payment of the principal of, or interest on, or redemption payment with respect to any Note;

(6)           make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;

(7)           amend, change or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Excess Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions in this Indenture with respect thereto;

(8)           modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Notes or any Guarantee in a manner which adversely affects the Holders; or

(9)           release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture.

After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuers shall mail to the Holders a notice briefly describing the amendment, supplement or waiver.  Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Upon the request of the Issuers, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Issuers and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

Section 8.03.          Compliance with TIA.

Every amendment to or supplement of this Indenture, the Notes or the Guarantees shall comply with the TIA as then in effect.

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Section 8.04.          Revocation and Effect of Consents.

Until an amendment, waiver or supplement becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.

The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver.

After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it makes a change described in any of clauses (1) through (9) of Section 8.02, in which case, the amendment, supplement or waiver shall bind only each Holder who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note; provided that any such waiver shall not impair or affect the right of any Holder to receive payment of principal of and interest on a Note, on or after the respective due dates expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates without the consent of such Holder.

Section 8.05.          Notation on or Exchange of Notes.

If an amendment, supplement, or waiver changes the terms of a Note, the Trustee may request the Holder to deliver it to the Trustee.  In such case, the Trustee shall place an appropriate notation on the Note about the changed terms and return it to the Holder.  Alternatively, if the Issuers or the Trustee so determine, in exchange for the Note the Issuers shall issue and the Trustee shall authenticate a new Note that reflects the changed terms.  Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment supplement or waiver.

Section 8.06.          Trustee to Sign Amendments, etc.

The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 8 is authorized or permitted by this Indenture and that such amendment, supplement or waiver constitutes the legal, valid and binding obligation of the Issuers and any Guarantors, enforceable in accordance with its terms (subject to customary exceptions).  The Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

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ARTICLE 9

DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01.          Satisfaction and Discharge of Indenture.

This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when either:

(a)           all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 hereof and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or

(b)           (i) either (A) pursuant to Article 3, the Issuers shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or (B) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (ii) the Issuers have irrevocably deposited or caused to be deposited with the Trustee in trust for the purpose an amount of U.S. legal tender or U.S. Government Obligations sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for the principal of, premium, if any, and interest on the Notes to the date of such deposit; (iii) no Default or Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers are a party or by which they are bound; (iv) the Issuers have paid or caused to be paid all other sums payable hereunder by the Issuers; (v) the Issuers have delivered to the Trustee (A) irrevocable instructions to apply the deposited money toward payment of the Notes at the maturity or redemption thereof, and (B) an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; and (vi) that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Indebtedness pursuant to the provisions of Article 11 or 12.

Notwithstanding the foregoing paragraph, the Issuers’ obligations in Article 2 and Sections 4.01, 4.07, 7.07, 9.06 and 9.07 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08.  After the Notes are no longer outstanding, the Issuers’ obligations in Sections 7.07, 9.06 and 9.07 shall survive.

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After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above.

Section 9.02.          Legal Defeasance.

(a)           The Issuers may, at its option by Board Resolution of the Board of Directors of the Issuers, at any time, elect to have this section be applied to all outstanding Notes upon compliance with the conditions set forth in Section 9.04.

(b)           Upon the Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (b), the Issuers and each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 9.04, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and the Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that the Issuers and each Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and the Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 9.05 and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all their other respective obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), and Holders and any amounts deposited under Section 9.04 shall cease to be subject to any obligations to, or the rights of, any holder of Senior Indebtedness under Article 11 or 12 or otherwise, except for the following provisions, which shall survive until otherwise terminated or discharged hereunder:  (i) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 9.05, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii) the Issuers’ obligations with respect to such Notes under Article 2 and Section 4.07, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith and (iv) this Article 9.  Subject to compliance with this Article 9, the Issuers may exercise their option under this Section 9.02 notwithstanding the prior exercise of its option under Section 9.03 below with respect to the Notes.

Section 9.03.          Covenant Defeasance.

(a)           The Issuers may, at their option by Board Resolution of the Board of Directors of the Issuers, at any time, elect to have this Section be applied to all outstanding Notes upon compliance with the conditions set forth in Section 9.04.

(b)           Upon the Issuers’ exercise under paragraph (a) of the option applicable to this paragraph (b), the Issuers and each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 9.04, be released from their respective obligations under the covenants contained in Sections 4.05, 4.08, 4.09 and 4.10 through 4.23, inclusive, and Article 5 with respect to the outstanding Notes and the Guarantees on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes and the Guarantees shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but

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shall continue to be deemed “outstanding” for all other purposes hereunder and Holders and any amounts deposited under Section 9.04 shall cease to be subject to any obligations to the rights of, any holder of Senior Indebtedness under Article 11 or 12 or otherwise.  For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuers and each Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under Section 6.01(c), but, except as specified in this Section 9.03, the remainder of this Indenture, such Notes and the Guarantees shall be unaffected thereby.  In addition, upon the Issuers’ exercise under paragraph (a) of the option applicable to this paragraph (b), subject to the satisfaction of the conditions set forth in Section 9.04, Sections 6.01(d) and 6.01(e) shall not constitute Events of Default.

Section 9.04.          Conditions to Legal Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of either Section 9.02 or 9.03 to the outstanding Notes and the Guarantees:

In order to exercise either Legal Defeasance or Covenant Defeasance:

(a)           the Issuers shall irrevocably deposit with the Trustee (or other qualifying trustee), in trust for such purpose, of money and/or non-callable U.S. Government Obligation which through the payment of principal and interest in accordance with their terms will provide money, in an amount sufficient to pay the principal of, premium, if any, and interest on the Notes, on the scheduled due dates therefore or on a selected date of redemption in accordance with the terms of this Indenture;

(b)           in the case of an election under Section 9.02, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating  that (i) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in any applicable U.S. Federal income tax law, in either case to the effect that, and such Opinion of Counsel shall confirm that, the Holders of the Notes or Persons in their positions will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c)           in the case of an election under Section 9.03, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)           no Default or Event of Default has occurred and is continuing on the date of such deposit or insofar as Events of Default from bankruptcy, insolvency, or reorganization

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events are concerned, at any time in the period ending on the 91st day after the date of deposit;

(e)           such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of or constitute a Default under this Indenture or a default under any other material agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound;

(f)            the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of Parent or its Subsidiaries or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Parent or others;

(g)           the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with;

(h)           the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that assuming no intervening event of the type described in Sections 6.01(f) and 6.01(g) between the date of deposit and the 91st day following the deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law and further assuming that no Holder is an insider of either of the Issuers, after the 91st day following the deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law, the trust funds will not be subject to the effect of any applicable Bankruptcy Law; and

(i)            the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Issuers Act of 1940, as amended.

Section 9.05.          Application of Trust Money.

All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.01 or 9.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuers and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.01 or 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders.

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Anything in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon a written request of the Issuers in the form of an Officers’ Certificate any money or U.S. Government Obligations held by it as provided in Section 9.01 or 9.04 which, in the opinion of a nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 9.06.          Repayment to the Issuers.

Subject to Sections 9.01, 9.02, 9.03, 9.04, 9.05 and 9.07, the Trustee and the Paying Agent shall promptly pay to the Issuers upon request any excess U.S. legal tender or U.S. Government Obligations held by them at any time and thereupon shall be relieved from all liability with respect to such money.  The Trustee and the Paying Agent shall pay to the Issuers upon request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such Paying Agent, before being required to make any payment, may at the expense of the Issuers cause to be published once in a newspaper of general circulation in The City of New York or mail to each Holder entitled to such money notice that such money remains unclaimed, and that after a date specified therein which shall be at least 30 days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Issuers.  After payment to the Issuers, Holders entitled to such money must look to the Issuers for payment as general creditors unless an applicable law designates another Person.

Section 9.07.          Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. legal tender or U.S. Government Obligations in accordance with Section 9.01, 9.02 or 9.03 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and each Guarantor’s obligations under this Indenture, the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article 9 until such time as the Trustee or Paying Agent is permitted to apply all such U.S. legal tender or U.S. Government Obligations in accordance with Section 9.01; provided, however, that if the Issuers or the Guarantors have made any payment of principal of, premium, if any, or accrued interest on any Notes because of the reinstatement of their obligations, the Issuers and each such Guarantor shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

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ARTICLE 10

GUARANTEE

Section 10.01.        Unconditional Guarantee.

Each Guarantor hereby unconditionally, jointly and severally, guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee and its successors and assigns that the principal of, premium thereon (if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Notes (to the extent permitted by applicable law) and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.03.  Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.  Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that the Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.  If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers or any Guarantor, any amount paid by the Issuers or any Guarantor to the Trustee or such Holder, each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.  Each Guarantor further agrees that, as between a Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purpose of each Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any acceleration of such Obligations as provided in Article 6, such Obligations (whether or not due and payable) shall become due and payable by each Guarantor for the purpose of each Guarantee.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Article 10.

Section 10.02.        Severability.

In case any provision of this Article 10 shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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Section 10.03.        Limitation on Guarantor’s Liability; Contribution.

Each Subsidiary Guarantor, and by its acceptance hereof, each Holder and the Trustee, hereby confirm that it is the intention of all such parties that the Guarantee of each Subsidiary Guarantor does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law.

To effectuate the foregoing intention, each Holder and each Subsidiary Guarantor hereby irrevocably agree that the Obligations of a Subsidiary Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees of Senior Indebtedness), and after giving effect to any collections from or payments made by or on behalf of any other such Subsidiary Guarantor in respect of the Obligations of such other Subsidiary Guarantor pursuant to the second paragraph of Section 10.03, result in the Obligations of such Subsidiary Guarantor not constituting such a fraudulent transfer or conveyance.

In order to provide for just and equitable contribution among the Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in the event any payment or distribution is made by any Subsidiary Guarantor (a “Funding Subsidiary Guarantor”) under a Guarantee such Funding Subsidiary Guarantor shall be entitled to a contribution from all other Subsidiary Guarantors in a pro rata amount, based on the Adjusted Net Assets of each Subsidiary Guarantor (including the Funding Subsidiary Guarantor), determined in accordance with GAAP, subject to the first paragraph of this Section 10.03, for all payments, damages and expenses incurred by such Funding Subsidiary Guarantor in discharging the Issuers’ Obligations with respect to the Notes or any other Subsidiary Guarantor’s Obligations under a Guarantee.

Section 10.04.        Successors and Assigns.

This Article 10 shall be binding upon each Guarantor and its successors and assigns and shall ensure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

Section 10.05.        No Waiver.

Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.  The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise.

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Section 10.06.        Release of Subsidiary Guarantor; Merger, Consolidation of Subsidiary Guarantors.

(a)           A Subsidiary Guarantor shall be released from all of its Obligations under its Guarantee if:

(i)            (a) all of its assets or Capital Stock is sold, in each case in a transaction in compliance with Section 4.13 or (b) such Subsidiary Guarantor is designated and Unrestricted Subsidiary; or

(ii)           if the Senior Credit Facility is in effect, the guarantee or incurrence of Indebtedness that triggered the requirement for such Subsidiary Guarantor to Guarantee the Notes, as described under Section 4.23, is released, in the case of such guarantee, or ceases to be outstanding, in the case of such Indebtedness, and such Subsidiary Guarantor does not Guarantee and is not an obligor under any other Indebtedness of Parent or any of the Restricted Subsidiaries;

and such Subsidiary Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transaction have been complied with.

(b)           No Subsidiary Guarantor will (1) consolidate or merge with or into another Person (whether or not such Subsidiary Guarantor will be the continuing Person), or (2) transfer all or substantially all of the assets of such Subsidiary Guarantor (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to any Person unless:

(1)           either (x) such consolidation or merger complies with the conditions for release in clause (1) of paragraph (a) of this Section 10.06 or (y) either such Subsidiary Guarantor is the continuing Person, or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or to which the assets of such Subsidiary Guarantor are transferred (the “Successor Person”) must be corporation organized and existing under, in the case of the U.S. Guarantors, the laws of the United States or any state thereof or the District of Columbia or, in the case of the Canadian Guarantors, the laws of Canada or any province or any territory thereof or the law of the United States or any state thereof or the District of Columbia, and must expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the Obligations of such Subsidiary Guarantor under this Indenture and the Guarantee, and the Obligations thereunder will remain in full force and effect;

(2)           immediately before and immediately after giving effect to such transaction, no Default or Event of Default will have occurred and be continuing; and

(3)           immediately after giving effect to such transactions on a pro forma basis Parent:

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(a)           will have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of Parent immediately prior to such transaction; and

(b)           will be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.10(a);

provided that a Person that is a Subsidiary Guarantor may merge into another Person that is a Subsidiary Guarantor or transfer all or substantially all of its assets to a Person that is a Subsidiary Guarantor or Parent without complying with this clause (3).

(c)           The Successor Person will be the successor to the applicable Subsidiary Guarantor and shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Subsidiary Guarantor under this Indenture, and thereafter, the applicable Subsidiary Guarantor shall have no further obligations under this Indenture.

(d)           For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of a Guarantor the Capital Stock of which constitutes all or substantially all of the properties and assets of such Guarantor, will be deemed to be the transfer of all or substantially all of the properties and assets of such Guarantor.

Section 10.07.        Execution of Supplemental Indenture for Future Guarantors.

Each Subsidiary which is required to become a Guarantor pursuant to Section 4.23 shall, and Parent shall cause each such Subsidiary to, promptly execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit F hereto pursuant to which such Subsidiary shall become a Guarantor under this Article 10 and shall guarantee the obligations of the Issuers under the Notes and this Indenture.  Concurrently with the execution and delivery of such supplemental indenture, the Issuers shall deliver to the Trustee an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms.

Section 10.08.        Execution and Delivery of Guarantee.

To evidence the Guarantee set forth in this Article 10, each Guarantor hereby agrees that a notation of such Guarantee shall be placed on each Note authenticated and made available for delivery by the Trustee and that this Guarantee shall be executed on behalf of each Guarantor by the manual or facsimile signature of one Officer (or other Person authorized by the Board of Directors of such Guarantor) of each Guarantor.  Each Guarantor hereby agrees that the Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.  If an Officer of a Guarantor whose signature is on the Guarantee no longer holds that office at the time the Trustee authenticates the Note on which the Guarantee is endorsed, the Guarantee shall be valid nevertheless.  The delivery of any

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Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Guarantor.

Section 10.09.        Subordination of Subrogation and Other Rights.

Each Guarantor hereby agrees that any claim against the Issuers that arises from the payment, performance or enforcement of such Guarantor’s obligations under the Guarantee or this Indenture, including, without limitation, any right of subrogation, shall be subject and subordinate to, and no payment with respect to any such claim of such Guarantor shall be made before, the payment in full in cash of all outstanding Notes in accordance with the provisions provided therefor in this Indenture.

ARTICLE 11

SUBORDINATION OF GUARANTEE

Section 11.01.        Guarantee Obligations Subordinated to Senior Indebtedness.

Each Guarantor covenants and agrees, and the Trustee and each Holder, by its acceptance of the Notes, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 11, the Indebtedness represented by the Guarantee and the payment of all Obligations on the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 to the prior payment in full in cash of all Senior Indebtedness of such Guarantor whether outstanding on the Issue Date or thereafter incurred.

This Section 11.01 and the following Sections 11.02 through 11.11 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Senior Indebtedness of any Guarantor; such provisions are made for the benefit of the holders of Senior Indebtedness of each Guarantor; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Section 11.02.        Payment Over of Proceeds upon Dissolution, etc.

In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding-up of any Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors of any Guarantor or (d) any other marshalling of assets or liabilities of any Guarantor, then and in any such event:

(1)           the holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of all amounts due on or in respect of all such Senior Indebtedness before the Holders are entitled to receive, pursuant to the Guarantee of such

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Guarantor, any payment or distribution of any kind or character (other than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) by such Guarantor on account of any obligations of such Guarantor under its Guarantee; and

(2)           any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 11 (other than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and

(3)           in the event that, notwithstanding the foregoing provisions of this Section 11.02, the Trustee or any Holder shall have received any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of any of the Obligations of any Guarantor pursuant to its Guarantee (other than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) before all Senior Indebtedness of such Guarantor is paid in full in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Guarantor for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full in cash or, as acceptable to the holders of such Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution, to or for the holders of such Senior Indebtedness.

The consolidation of a Guarantor with, or the merger of a Guarantor with or into, another Person or the liquidation or dissolution of a Guarantor following the conveyance, transfer or lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 or Section 10.06, as applicable, hereof shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Guarantor for the purposes of this Article 11 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the conditions set forth in such Section 10.06.

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Section 11.03.        Suspension of Guaranteed Obligations When Senior Indebtedness in Default.

(a)           Unless Section 11.02 shall be applicable, upon the occurrence and during the continuance of a Payment Default beyond any applicable grace period on Designated Senior Indebtedness of any Guarantor, no payment or distribution (other than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) of any assets or securities of a Guarantor of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of such Guarantor being subordinated to its Obligations under its Guarantee or this Indenture) shall be made by or on behalf of such Guarantor, including, without limitation, by way of set-off or otherwise, for or on account of its Obligations under its Guarantee, or for or on account of the purchase, redemption or other acquisition of the Notes commencing on the date of receipt by the Trustee of a written notice from the representative of the holders of such Designated Senior Indebtedness (the “Guarantor Representative”) of the occurrence of a Payment Default, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or otherwise ceases to exist.  At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), such Guarantor shall resume making any and all required payments in respect of its Obligations under its Guarantee, including any missed payments.

(b)           Unless Section 11.02 shall be applicable, upon the occurrence of a Non-Payment Default on Designated Senior Indebtedness of any Guarantor, no payment or distribution (other than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) of any assets of such Guarantor of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of such Guarantor being subordinated to its Obligations under its Guarantee) shall be made by such Guarantor, including, without limitation, by way of set-off or otherwise, on account of any of its Obligations under its Guarantee, or on account of the purchase, redemption, defeasance or other acquisition of the Notes for a period (the “Guarantee Payment Blockage Period”) commencing on the date of receipt by the Trustee of written notice from the Guarantor Representative (a “Guarantee Payment Blockage Notice”) of such Non-Payment Default, unless and until (subject to any blockage of payments that may then be in effect under the preceding paragraph (a)) the earliest to occur of the following events:  (w) the date that is 179 days after the date of receipt of the Guarantee Payment Blockage Notice by the Trustee, (x) such Non-Payment Event of Default shall have been cured or waived in writing or shall have ceased to exist, (y) such Designated Senior Indebtedness shall have been discharged or paid in full in cash or (z) such Guarantee Payment Blockage Period shall have been terminated by written notice to such Guarantor or the Trustee from the Guarantor Representative initiating such Guarantee Payment Blockage Period, after which, in the case of clause (w), (x), (y) or (z), such Guarantor shall resume making any and all required payments in respect of its Obligations under its Guarantee, including any missed payments.  Notwithstanding any other provisions of this Indenture, no Non-Payment Default which existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period shall be, or be made, the basis for the commencement of a second Guarantee Payment Blockage Period unless such Non-Payment Default shall have been waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants during

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the period after the date of delivery of a Guarantee Payment Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).  In no event shall a Guarantee Payment Blockage Period extend beyond 179 days from the date of the receipt by the Trustee of a Guarantee Payment Blockage Notice or, in the event of a Non-Payment Default which formed the basis for a Payment Blockage Period under Section 12.03(b) hereof, 179 days from the date of the receipt by the Trustee of the notice referred to in Section 12.03(b) (the “Initial Guarantee Blockage Period”).  Any number of additional Guarantee Payment Blockage Periods may be commenced during an Initial Guarantee Blockage Period; provided, however, that no such additional Guarantee Payment Blockage Period shall extend beyond the applicable Initial Guarantee Blockage Period.  After the expiration of an Initial Guarantee Blockage Period, no Guarantee Payment Blockage Period may be commenced under this Section 11.03(b) and no Payment Blockage Period may be commenced under Section 12.03(b) hereof until (i) at least 360 consecutive days have elapsed since the effectiveness of the immediately preceding Guarantee Payment Blockage Notice; and (ii) all scheduled payments of principal, premium and interest on the Notes that have come due have been paid in full in cash.

(c)           In the event that, notwithstanding the foregoing, the Trustee or any Holder shall have received any payment prohibited by the foregoing provisions of this Section 11.03, then and in such event such payment shall be paid over and delivered forthwith to the Guarantor Representative initiating the Guarantee Payment Blockage Period, in trust for distribution to the holders of Designated Senior Indebtedness or, if no amounts are then due in respect of Designated Senior Indebtedness of such Guarantor Representative, promptly returned to the Guarantor, or otherwise as a court of competent jurisdiction shall direct.

(d)           So long as there shall remain outstanding any Bank Indebtedness, a Guarantee Payment Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named herein.

Section 11.04.        Trustee’s Relation to Senior Indebtedness.

The Trustee and any agent of any Guarantor or the Trustee shall be entitled to all the rights set forth in this Article 11 with respect to any Senior Indebtedness which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Indebtedness and nothing in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder.

With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article 11, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and the Trustee shall not be liable to any holder of Senior Indebtedness if it shall mistakenly pay over or deliver to Holders, such Guarantor or any other Person moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article 11 or otherwise.  Nothing in this Section 11.04 shall affect the obligation of any other such Person receiving such payment or distribution from the Trustee or any

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other Agent to hold such payment for the benefit of, and to pay such payment over to, the holders of Senior Indebtedness.

Section 11.05.        Subrogation.

Upon the payment in full of all amounts payable under or in respect of all Senior Indebtedness of a Guarantor, the Holders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities of such Guarantor made on such Senior Indebtedness until all amounts due to be paid under the Guarantee shall be paid in full.  For purposes of such subrogation, no payments or distributions to holders of Senior Indebtedness of any cash, property or securities to which the Holders or the Trustee would be entitled except for the provisions of this Article 11, and no payments over pursuant to the provisions of this Article 11 to the holders of Senior Indebtedness by Holders or the Trustee, shall, as among each Guarantor, its creditors other than holders of Senior Indebtedness and the Holders, be deemed to be a payment or distribution by such Guarantor to or on account of such Senior Indebtedness.

If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 11 shall have been applied, pursuant to the provisions of this Article 11, to the payment of all amounts payable under Senior Indebtedness of a Guarantor, then and in such case, the Holders shall be entitled to receive from the holders of such Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Senior Indebtedness in full in cash.

Section 11.06.        Guarantee Subordination Provisions Solely to Define Relative Rights.

The provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand.  Nothing contained in this Article 11 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Senior Indebtedness and the Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders and creditors of such Guarantor other than the holders of the Senior Indebtedness; or (c) prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article 11 of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of such Guarantor referred to in Section 11.02, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.03, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c).

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The failure by any Guarantor to make a payment in respect of its Obligations on its Guarantee by reason of any provision of this Article 11 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Section 11.07.        Trustee to Effectuate Subordination.

Each Holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 11 and appoints the Trustee his attorney-in-fact for any and all such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of a Guarantor whether in bankruptcy, insolvency, receivership proceedings, or otherwise, the timely filing of a claim for the unpaid balance of the indebtedness of such Guarantor owing to such Holder in the form required in such proceedings.

Section 11.08.        No Waiver of Subordination Provisions.

(a)           No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of a Guarantor or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by such Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

(b)           Without limiting the generality of paragraph (a) of this Section, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article 11 or the obligations hereunder of the Holders to the holders of Senior Indebtedness, do any one or more of the following:  (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any Person liable in any manner for the collection or payment of Senior Indebtedness; and (4) exercise or refrain from exercising any rights against a Guarantor and any other Person; provided, however, that in no event shall any such actions limit the right of the Holders to take any action to accelerate the maturity of the Obligations under the Guarantees pursuant to Article 6 hereof or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Indenture.

Section 11.09.        Notice to Trustee.

(a)           A Guarantor shall give prompt written notice to the Trustee of any fact known to such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of the Notes.  Notwithstanding the provisions of this Article 11 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Obligations under the Guarantees, unless and until the Trustee shall have received

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written notice thereof from such Guarantor or a holder of Senior Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 11.09, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 11.09 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of, premium, if any, or interest on any Obligation under a Guarantee), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within two Business Days prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers’ Certificate to such effect.

(b)           In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 11, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 11, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Section 11.10.        Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets of a Guarantor referred to in this Article 11, the Trustee and the Holders shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 11.

Section 11.11.        No Suspension of Remedies.

Nothing contained in this Article 11 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of the Obligations under the Guarantees pursuant to Article 6 or to pursue any rights or remedies hereunder or under applicable law, subject to the rights, if any, under this Article 11 of the holders, from time to time, of Senior Indebtedness.

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ARTICLE 12

SUBORDINATION OF NOTES

Section 12.01.        Notes Subordinated to Senior Indebtedness.

The Issuers covenant and agree, and the Trustee and each Holder, by its acceptance of the Notes, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article 12, the payment of all Obligations on the Notes by the Issuers are hereby expressly made subordinate and subject in right of payment as provided in this Article 12 to the prior payment in full in cash of all Senior Indebtedness of the Issuers, whether outstanding on the Issue Date or thereafter incurred.

This Section 12.01 and the following Sections 12.02 through 12.11 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Senior Indebtedness of the Issuers; and such provisions are made for the benefit of the holders of Senior Indebtedness of the Issuers; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

Section 12.02.        Payment Over of Proceeds upon Dissolution, etc.

In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Issuer or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding-up of any Issuer, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors of any Issuer or (d) any other marshalling of assets or liabilities of any Issuer, then and in any such event:

(1)           the holders of Senior Indebtedness of such Issuer shall be entitled to receive payment in full in cash of all amounts due on or in respect of all such Senior Indebtedness before the Holders are entitled to receive any payment or distribution of any kind or character (other than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) on account of any Obligations on the Notes; and

(2)           any payment or distribution of assets of such Issuer of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 12 (other than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness of such Issuer or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such

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Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and

(3)           in the event that, notwithstanding the foregoing provisions of this Section 12.02, the Trustee or any Holder shall have received any payment or distribution of assets of such Issuer of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of the principal of, premium, if any, and interest on the Notes (other than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) before all Senior Indebtedness of such Issuer is indefeasibly paid in full in cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Issuer for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full in cash or, as acceptable to the holders of such Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution, to or for the holders of such Senior Indebtedness.

The consolidation of either of the Issuers with, or the merger of either of the Issuers with or into, another Person or the liquidation or dissolution of either of the Issuers following the conveyance, transfer or lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 hereof shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of either of the Issuers for the purposes of this Article 12 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the conditions set forth in such Article 5 hereof.

Section 12.03.        Suspension of Payment When Senior Indebtedness in Default.

(a)           Unless Section 12.02 shall be applicable, upon the occurrence and during the continuance of a Payment Default beyond any applicable grace period on Designated Senior Indebtedness of the Issuers, no payment or distribution (other than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) of any assets or securities of the Issuers of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Issuers being subordinated to the payment of the Notes by the Issuers) shall be made by or on behalf of the Issuers, including, without limitation, by way of set-off or otherwise, for or on account of any Obligations under the Notes or this Indenture, or for or on account of the purchase, redemption or other acquisition of the Notes, commencing on the date of receipt by the Trustee of a written notice from the representative of the holders of such Designated Senior Indebtedness (the “Representative”) of the occurrence of a Payment Default, and in any such event, such prohibition shall continue until such Payment Default is cured, or otherwise ceases to exist.  At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), the Issuers

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shall resume making any and all required payments in respect of the Notes, including any missed payments.

(b)           Unless Section 12.02 shall be applicable, upon the occurrence of a Non-Payment Default on Designated Senior Indebtedness of the Issuers, no payment or distribution (other than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) of any assets of the Issuers of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Issuers being subordinated to the payment of the Notes by the Issuers) shall be made by the Issuers or any Restricted Subsidiary of Parent, including, without limitation, by way of set-off or otherwise, on account of any Obligations under the Notes or this Indenture or on account of the purchase, redemption, defeasance or other acquisition of the Notes for a period (the “Payment Blockage Period”) commencing on the date of receipt by the Trustee of written notice from the Representative (a “Payment Blockage Notice”) of such Non-Payment Default, unless and until (subject to any blockage of payments that may then be in effect under the preceding paragraph (a)) the earliest to occur of the following events:  (w) the date that is 179 days after the date of receipt of the Payment Blockage Notice by the Trustee, (x) such Non-Payment Event of Default shall have been cured or waived in writing or shall have ceased to exist, (y) such Designated Senior Indebtedness shall have been discharged or paid in full in cash or (z) such Payment Blockage Period shall have been terminated by written notice to the Issuers or the Trustee from the Representative initiating such Payment Blockage Period, after which, in the case of clause (w), (x), (y) or (z), the Issuers shall resume making any and all required payments in respect of the Notes, including any missed payments.  Notwithstanding any other provisions of this Indenture, no Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period shall be, or be made, the basis for the commencement of a second Payment Blockage Period unless such Default shall have been waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Payment Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).  In no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Trustee of the Payment Blockage Notice or, in the event of a Non-Payment Default which formed the basis for a Guarantee Payment Blockage Period under Section 11.03(b) hereof, 179 days from the date of the receipt by the Trustee of the Guarantee Payment Blockage Notice, if earlier than 179 days from the date of receipt by the Trustee of the Payment Blockage Notice (an “Initial Blockage Period”).  Any number of additional Payment Blockage Periods may be commenced during an Initial Blockage Period; provided, however, that no such additional Payment Blockage Period shall extend beyond the applicable Initial Blockage Period.  After the expiration of an Initial Blockage Period, no Payment Blockage Period may be commenced under this Section 12.03(b) and no Guarantee Payment Blockage Period may be commenced under Section 11.03(b) hereof until (i) at least 360 consecutive days have elapsed since the effectiveness of the immediately preceding Payment Blockage Notice; and (ii) all scheduled payments of principal, premium, and interest on the Notes that have come due have been paid in full in cash.

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(c)           In the event that, notwithstanding the foregoing, the Trustee or any Holder shall have received any payment prohibited by the foregoing provisions of this Section 12.03, then and in such event such payment shall be paid over and delivered forthwith to the Representative initiating the Payment Blockage Period, in trust for distribution to the holders of Designated Senior Indebtedness or, if no amounts are then due in respect of Designated Senior Indebtedness, promptly returned to the Issuers, or otherwise as a court of competent jurisdiction shall direct.

(d)           So long as there shall remain outstanding any Bank Indebtedness, a Payment Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named herein.

Section 12.04.        Trustee’s Relation to Senior Indebtedness.

The Trustee and any agent of the Issuers or the Trustee shall be entitled to all the rights set forth in this Article 12 with respect to any Senior Indebtedness which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Indebtedness and nothing in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder.

With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article 12, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and the Trustee shall not be liable to any holder of Senior Indebtedness if it shall mistakenly pay over or deliver to Holders, the Issuers or any other Person moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article 12 or otherwise.  Nothing in this Section 12.04 shall affect the obligation of any other such Person receiving such payment or distribution from the Trustee or any other Agent to hold such payment for the benefit of, and to pay such payment over to, the holders of Senior Indebtedness.

Section 12.05.        Subrogation.

Upon the payment in full of all amounts payable under or in respect of all Senior Indebtedness of an Issuer, the Holders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to such Senior Indebtedness until the principal of, premium, if any and interest on the Notes shall be paid in full.  For purposes of such subrogation, no payments or distributions to holders of Senior Indebtedness of any cash, property or securities to which the Holders or the Trustee would be entitled except for the provisions of this Article 12, and no payments over pursuant to the provisions of this Article 12 to the holders of Senior Indebtedness by Holders or the Trustee, shall, as among the Issuers, their creditors other than holders of Senior Indebtedness and the Holders, be deemed to be a payment or distribution by the Issuers to or on account of such Senior Indebtedness.

If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 12 shall have been applied, pursuant to the provisions of this

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Article 12, to the payment of all amounts payable under the Senior Indebtedness of the Issuers, then and in such case the Holders shall be entitled to receive from the holders of such Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Senior Indebtedness in full in cash.

Section 12.06.        Provisions Solely to Define Relative Rights.

The provisions of this Article 12 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand.  Nothing contained in this Article 12 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among the Issuers, their creditors other than holders of their Senior Indebtedness and the Holders, the Obligation of the Issuers, which is absolute and unconditional, to pay to the Holders the principal of, premium, if any, and interest on the Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Issuers of the Holders and creditors of the Issuers other than the holders of Senior Indebtedness; or (c) prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article 12 of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Issuers referred to in Section 12.02, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 12.03, to prevent any payment prohibited by such section or enforce their rights pursuant to Section 12.03(c).

The failure to make a payment in respect of principal of, premium, if any, or interest on the Notes by reason of any provision of this Article 12 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Section 12.07.        Trustee to Effectuate Subordination.

Each Holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 12 and appoints the Trustee his attorney-in-fact for any and all such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of either of the Issuers whether in bankruptcy, insolvency, receivership proceedings, or otherwise, the timely filing of a claim for the unpaid balance of the indebtedness of either of the Issuers owing to such Holder in the form required in such proceedings.

Section 12.08.        No Waiver of Subordination Provisions.

(a)           No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuers or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by the Issuers with the terms, provisions and covenants

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of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

(b)           Without limiting the generality of paragraph (a) of this Section, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article 12 or the obligations hereunder of the Holders to the holders of Senior Indebtedness, do any one or more of the following:  (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any Person liable in any manner for the collection or payment of Senior Indebtedness; and (4) exercise or refrain from exercising any rights against the Issuers and any other Person; provided, however, that in no event shall any such actions limit the right of the Holders to take any action to accelerate the maturity of the Notes pursuant to Article 6 hereof or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Indenture.

Section 12.09.        Notice to Trustee.

(a)           The Issuers shall give prompt written notice to the Trustee of any fact known to the Issuers which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of the Notes.  Notwithstanding the provisions of this Article 12 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Notes, unless and until the Trustee shall have received written notice thereof from the Issuers or a holder of Senior Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 12.09, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.09 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of, premium, if any, or interest on any Note), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within two Business Days prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers’ Certificate to such effect.

(b)           In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such

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payment or distribution and any other facts pertinent to the rights of such Person under this Article 12, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Section 12.10.        Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets of the Issuers referred to in this Article 12, the Trustee and the Holders shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other Indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12.

Section 12.11.        No Suspension of Remedies.

Nothing contained in this Article 12 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of the Notes pursuant to Article 6 or to pursue any rights or remedies hereunder or under applicable law, subject to the rights, if any, under this Article 12 of the holders, from time to time, of Senior Indebtedness.

ARTICLE 13

MISCELLANEOUS

Section 13.01.        TIA Controls.

If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

Section 13.02.        Notices.

Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, by telex, by telecopier or registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

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If to the Issuers or any Guarantor:

Alimentation Couche-Tard Inc.
1600 St-Martin Blvd., East
Tower B, Suite 200
Laval Quebec, H7G 4S7
Canada
Attention:  Richard Fortin

Fax: (450) 662-6648

Copy to:

Davies Ward Phillips & Vineberg LLP
1501 McGill College Avenue, 26th Floor
Montreal, Quebec H3A 3N9
Canada
Attention:  Maryse Bertrand

Fax:  (514) 841-6499

If to the Trustee:

Wells Fargo Bank Minnesota, N.A.
213 Court Street
Suite 703
Middletown, Connecticut 06457
Attention: Joseph P. O’Donnell

Fax:  (860) 704-6219

The Issuers, any Guarantor or the Trustee by written notice to the others may designate additional or different addresses for subsequent notices or communications.  Any notice or communication to the Issuers, any Guarantors or the Trustee, shall be deemed to have been given or made as of the date so delivered if personally delivered; when answered back, if telexed; when receipt is acknowledged, if telecopied; and five (5) days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee), provided, however, that notices to the Trustee shall be deemed given upon receipt.

Any notice or communication mailed to a Holder shall be mailed to him by first-class mail, postage prepaid, at his address shown on the register kept by the Registrar.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.  If a notice or communication to a Holder is mailed in the manner provided above, it shall be deemed duly given, whether or not the addressee receives it.

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In case by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice.

Section 13.03.        Communications by Holders with Other Holders.

Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes.  The Issuers, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).

Section 13.04.        Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuers or any Guarantor to the Trustee to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:

(1)           an Officers’ Certificate (which shall include the statements set forth in Section 13.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2)           an Opinion of Counsel (which shall include the statements set forth in Section 13.05 below) stating that, in the opinion of such counsel, all such conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.

Section 13.05.        Statements Required in Officers’ Certificate and Opinion.

Each certificate and opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1)           a statement that the person making such certificate or opinion has read such covenant or condition and the definitions relating thereto;

(2)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)           a statement that, in the opinion of such person, it or he has made such examination or investigation as is necessary to enable such person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)           a statement as to whether or not, in the opinion of such person, such covenant or condition has been complied with.

104

Section 13.06.        Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at meetings of Holders.  The Registrar and Paying Agent may make reasonable rules for their functions.

Section 13.07.        Business Days; Legal Holidays.

A “Business Day” is a day that is not a Legal Holiday.  A “Legal Holiday” is a Saturday, a Sunday, a federally-recognized holiday or a day on which banking institutions are not required to be open in the State of New York.  If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

Section 13.08.        Governing Law.

THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.

Section 13.09.        No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan, security or debt agreement of the Parent or any Subsidiary thereof.  No such indenture, loan, security or debt agreement may be used to interpret this Indenture.

Section 13.10.        No Recourse Against Others

A past, present or future director, officer, employee, stockholder or incorporator, as such, of the Issuers or any Guarantor shall not have any liability for any Obligations of the Issuers or any Guarantor under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of or by reason of such Obligations or their creations.  Each Holder by accepting a Note waives and releases all such liability.  Such waiver and release are part of the consideration for the issuance of the Notes.

With respect to ACT Financial Trust only, the trustee of ACT Financial Trust is signing this Indenture and each Guarantee by ACT Financial Trust in its capacity as trustee of ACT Financial Trust and not in any other capacity and ACT Financial Trust, solely, shall be responsible for the performance of ACT Financial Trust’s obligations under this Indenture and each Guarantee by ACT Financial Trust and the trust property, solely, shall be subject to levy or execution in satisfaction of such obligations.

105

Section 13.11.        Successors.

All agreements of each of the Issuers and each Guarantor in this Indenture and the Notes shall bind their respective successors.  All agreements of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind its successor.

Section 13.12.        Multiple Counterparts.

The parties may sign multiple counterparts of this Indenture.  Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

Section 13.13.        Table of Contents, Headings, etc.

The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 13.14.        Separability.

Each provision of this Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.15.        Waiver of Trial by Jury.

The Issuers and the Guarantors hereby irrevocably waive any and all rights to trial by jury in any legal proceeding arising out of or relating to this Indenture.

Section 13.16.        Judgment Currency.

The Issuers and the Guarantors agree, jointly and severally, to indemnify the Holders and each person, if any, who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss incurred, as incurred, as a result of any judgment or award in connection with this Indenture being expressed in a currency (the “Judgment Currency”) other than United States Dollars and as a result of any variation as between (i) the spot rate of exchange in New York at which the Judgment Currency could have been converted into United States Dollars as of the date such judgment or award is paid and (ii) the spot rate of exchange at which the indemnified party converts such Judgment Currency.  The foregoing indemnity shall constitute a separate and independent obligation of the Issuers and the Guarantors and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.  The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase or, or conversion into, the relevant currency.

Section 13.17.        Sovereign Immunity

To the extent that such rights may be lawfully waived, neither any Issuers nor any Guarantor, nor anyone claiming through or under any Issuer or any Guarantor shall set up, claim, or

106

seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement of this Indenture, and each of the Issuers and the Guarantors for itself and all who may claim through or under it, hereby waives, to the extent that if lawfully may do so the benefit of all such laws including sovereign immunity and the act of state doctrine.

Section 13.18.        Submission to Jurisdiction.

Issuers and the Guarantors hereby irrevocably consent to the jurisdiction of any state or federal court situated in The Borough of Manhattan, The City of New York City, New York in connection with any action or proceeding arising out of or relating to this Indenture, the Notes and the Guarantees or under United States federal or state securities laws.  The Issuers and the Guarantors hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.

Section 13.19.        Appointment of Agent.

Parent and the Canadian Guarantors each agree to designate CT Corporation System, New York, New York, a Delaware corporation, as their authorized agent for service of process, upon which process may be served in any action, suit or proceeding which may be instituted in any state or federal court in the State of New York arising out of or relating to this Indenture, the Notes or the Guarantees or under United States federal or state securities laws.  A copy of any such process shall be sent or given to the Company at the address for notices specified in Section 13.02 hereof.

Section 13.20.        No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan, security or debt agreement of any Issuer or any Guarantor or any Subsidiary thereof.  No such indenture, loan, security or debt agreement may be used to interpret this Indenture.

Section 13.21.        Joint and Several Liability.

Except as otherwise expressly provided herein, the Issuers shall be jointly and severally liable for the performance of all obligations and covenants under this Indenture and the Notes.

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the date and year first written above.

COUCHE-TARD U.S. L.P.
By:	/s/ Richard Fortin
	Name:	Richard Fortin
	Title:	Authorized Person
COUCHE-TARD FINANCING CORP.
By:	/s/ Richard Fortin
	Name:	Richard Fortin
	Title:	Authorized Person

108

ALIMENTATION COUCHE-TARD INC.
DÉPAN-ESCOMPTE COUCHE-TARD INC.
COUCHE-TARD INC.
MAC’S CONVENIENCE STORES INC.
COUCHE-TARD/MAC’S L.P.
DUNKIN DONUTS MASTER
FRANCHISEE QUEBEC INC.
3053854 NOVA SCOTIA COMPANY
3055854 NOVA SCOTIA COMPANY
MAC’S CONVENIENCE STORES LLC
THE CIRCLE K CORPORATION
CIRCLE K STORES INC.
CIRCLE K ENTERPRISES INC.
By:	/s/ Richard Fortin
	Name:	Richard Fortin
	Title:	Authorized Person

109

ACT FINANCIAL TRUST
By:	P. Jean Cléroux
	P. Jean Cléroux, as Trustee on behalf of ACT Financial Trust

110

WELLS FARGO BANK MINNESOTA, N.A.,
as Trustee
By:	/s/ Joseph. P. O’Donnell
	Name:	Joseph P. O’Donnell
	Title:	Assistant Vice President

111

EXHIBIT A

CUSIP No.:                 

COUCHE-TARD U.S. L.P.
COUCHE-TARD FINANCING CORP.

SERIES A 7½% SENIOR SUBORDINATED NOTE DUE 2013

No. US$

COUCHE-TARD U.S. L.P., a Delaware limited partnership (the “Company”) and COUCHE-TARD FINANCING CORP., a Delaware corporation (“Finance Corp.” and together with the Company, the “Issuers”), which term includes any successor entity), for value received promises, jointly and severally, to pay to                      or registered assigns, in U.S. Dollars the principal sum of US$[                    ] on December 15, 2013.

Interest Payment Dates:  June 15 and December 15, commencing June 15, 2004.

Record Dates:  June 1 and December 1.

Reference is made to the further provisions of this Note contained on the reverse hereof and the Indenture (as defined), which will for all purposes have the same effect as if set forth at this place.

This Note shall not be valid or obligatory for any purpose until the certificate of authentication hereon shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

IN WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or by facsimile by their duly authorized officers.

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		COUCHE-TARD U.S. L.P.
		By:
			Name:
			Title:
		By:
			Name:
			Title:
		COUCHE-TARD FINANCING CORP.
		By:
			Name:
			Title:
		By:
			Name:
			Title:
Dated:	[          ]

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Certificate of Authentication

This is one of the Series A 7½% Senior Subordinated Notes due 2013 referred to in the within-mentioned Indenture.

		WELLS FARGO BANK MINNESOTA, N.A.,
		as Trustee
		By:
			Authorized Signatory
Dated:	[          ]

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(REVERSE OF SECURITY)

7½% SENIOR SUBORDINATED NOTE DUE 2013

1.Interest.  COUCHE-TARD U.S. L.P., a Delaware limited partnership (the “Company”) and COUCHE-TARD FINANCING CORP. (“Finance Corp.” and, together with the Company, the “Issuers”), jointly and severally, promise to pay interest on the principal amount of this Note at the rate per annum shown above.  Interest on the Notes will accrue from the most recent date on which interest has been paid or, if no interest has been paid, from the date of the original issuance of the Notes.  The Issuers will pay interest semi-annually in arrears on each Interest Payment Date, commencing June 15, 2004.  For purposes of the Interest Act (Canada) and otherwise, interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Issuers shall pay interest on overdue principal and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful from time to time on demand at the rate borne by the Notes.

2.Method of Payment.  The Issuers shall pay interest on the Notes (except defaulted interest) to the Persons who are the registered Holders at the close of business on June 1 or December 1 immediately preceding the Interest Payment Date (whether or not such day is a Business Day) even if the Notes are cancelled on registration of transfer or registration of exchange after such Record Date.  Holders must surrender Notes to a Paying Agent to collect principal payments.  Payments of principal, premium, if any, and interest will be made (on presentation of such Notes if in certificated form) in money of the United States that at the time of payment is legal tender for payment of public and private debts; provided, however, that the Issuers may pay principal, premium, if any, and interest by check payable in such money.  The Issuers may deliver any such interest payment to the Paying Agent or to a Holder at the Holder’s registered address.

3.Paying Agent and Registrar.  Initially, Wells Fargo Bank Minnesota, N.A., a national banking association (the “Trustee”), will act as Paying Agent and Registrar.  The Issuers may change any Paying Agent, Registrar or co-Registrar without notice to the Holders.  The Issuers or any of their Subsidiaries or Affiliates may act as Paying Agent or Registrar.

4.Indenture.  The Issuers issued this Note under an Indenture, dated as of December 17, 2003 (the “Indenture”), by and among the Issuers, the Guarantors and the Trustee.  This Note is one of a duly authorized issue of Initial Notes of the Issuers designated as its Series A 7½% Senior Subordinated Notes due 2013 (the “Notes”).  The Notes include the Initial Notes, the Additional Notes and the Exchange Notes (as defined below) issued in exchange for the Initial Notes and Additional Notes pursuant to the Indenture.  The Initial Notes, the Additional Notes and the Exchange Notes are treated as a single class of securities under the Indenture.  Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture.  Notwithstanding anything to the contrary herein, the

A-4

Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of them.  The Notes are general unsecured Obligations of the Issuers.

5.Subordination.  The Notes are unsecured obligations of the Issuers and subordinated in right of payment, in the manner and to the extent set forth in the Indenture, to the prior payment in full in cash of all Senior Indebtedness of the Issuers, whether outstanding on the date of the Indenture or thereafter created, incurred, assumed or guaranteed.  Each Holder by his acceptance hereof agrees to be bound by such provisions and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination provided for in the Indenture and appoints the Trustee his attorney-in-fact for such purposes.

6.Guarantee.  The obligations of the Issuers hereunder are guaranteed on a senior subordinated basis by the Guarantors.  Each Guarantee by a Guarantor is subordinated in right of payment to all Senior Indebtedness of such Guarantor to the same extent that the Notes are subordinated to Senior Indebtedness of the Issuers.

7.Redemption.

Except as set forth in this Section 7, the Issuers may not redeem the notes.

(a)Optional Redemption.  The Issuers may redeem the Notes, at their option, in whole at any time or in part from time to time, on and after December 15, 2008 at the following Redemption Prices (expressed as percentages of the principal amount thereof), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve-month period beginning on December 15 of each year listed below:

Year	Percentage
2008	103.750	%
2009	102.500	%
2010	101.250	%
2011 and thereafter	100.000	%

(b)Optional Redemption Upon Public Equity Offerings.  The Issuers may redeem in the aggregate up to 35% of the aggregate principal amount of Notes originally issued at any time and from time to time prior to December 15, 2006 at a Redemption Price equal to 107.500% of the aggregate principal amount so redeemed, plus accrued and unpaid interest, if any, to the Redemption Date out of the Net Proceeds of one or more Public Equity Offerings; provided that

(1)at least 65% of the principal amount of Notes originally issued remains outstanding immediately after the occurrence of any such redemption; and

(2)any such redemption occurs within 90 days following the closing of such Public Equity Offering.

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(c)Redemption for Changes in Withholding Taxes.  If the Company or any Canadian Guarantor becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian taxing authority, or a change in any official position regarding the application or interpretation thereof, that is publicly announced or becomes effective on or after the Issue Date, the Issuers may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date; provided that (i) in the case of Additional Amounts payable by a Canadian Guarantor only, such Canadian Guarantor is at such time making payments to the Holders pursuant to its Guarantee and (ii) the Company or the applicable Canadian Guarantor determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Canadian Guarantor, as applicable (not including substitution of the obligor under the Notes).  No such notice of redemption may be given earlier than 90 days prior to the earliest date the Company or such Canadian Guarantor would be obligated to pay such Additional Amounts nor later than 180 days after the Company or such Canadian Guarantor, as applicable, first becomes liable to pay such Additional Amounts as a result of such change or amendment.

Prior to the mailing of any notice or redemption pursuant to this provision, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of Issuers, as applicable, so to redeem have occurred.

8.Notice of Redemption.  Notice of redemption under paragraphs of this Note will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address.

Except as set forth in the Indenture, if monies for the redemption of the Notes called for redemption shall have been deposited with the Paying Agent for redemption on such Redemption Date, then, unless the Issuers default in the payment of such Redemption Price plus accrued interest, if any, the Notes called for redemption will cease to bear interest from and after such Redemption Date and the only right of the Holders of such Notes will be to receive payment of the Redemption Price plus accrued interest, if any.

9.Offers to Purchase.  The Indenture provides that, after certain Asset Sales and upon the occurrence of a Change of Control, and subject to further limitations contained therein, the Issuers will make an offer to purchase certain amounts of the Notes in accordance with the procedures set forth in the Indenture.

10.Registration Rights.  Pursuant to the Registration Rights Agreement by and among the Issuers, the Guarantors and the Initial Purchasers, the Issuers have agreed to use their reasonable best efforts to consummate an exchange offer pursuant to which the Holder of this Note, if this Note is an Initial Note issued on the Issue Date, subject to certain exceptions for certain types of Holders, shall have the right to exchange this Note for the Issuers’ Series B 7½% Senior Subordinated Notes due 2013 (the “Exchange Notes”), which have been registered under the Securities Act, in like principal amount, representing the same continuing indebtedness as the Initial Notes and having terms identical in all material respects to the Initial Notes.  The Holders of the Initial Notes issued on the Issue Date shall be entitled to receive certain Additional Interest

A-6

payments in the event such exchange offer is not consummated and upon certain other conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement.  Additional Notes may from time to time be entitled to registration rights and Additional Interest as may be determined in connection with the issuance of such Additional Notes.

11.Denominations; Transfer; Exchange.  The Notes are in registered form, without coupons, in denominations of US$1,000 and integral multiples thereof.  A Holder shall register the transfer or exchange of Notes in accordance with the Indenture.  The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.  The Registrar need not register the transfer of or exchange of any Notes or portions thereof selected for redemption.

12.Persons Deemed Owners.  The registered holder of a Note shall be treated as the owner of it for all purposes.

13.Unclaimed Money.  If money for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Issuers.  After that, Holders entitled to money must look to the Issuers for payment as general creditors unless an “abandoned property” law designates another person.

14.Legal Defeasance and Covenant Defeasance.  If the Issuers at any time deposit with the Trustee U.S. legal tender or U.S. Government Obligations sufficient to pay the principal of and interest on the Notes to redemption or maturity and complies with the other provisions of the Indenture relating to defeasance, the Issuers will be discharged from certain provisions of the Indenture and the Notes (including certain covenants, but excluding its obligation to pay the principal of and interest on the Notes).

15.Amendments, Supplements, and Waivers.  Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any existing Default or Event of Default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding.  Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes or make any other change that does not adversely affect in any material respect the rights of any Holder.

16.Restrictive Covenants.  The Indenture imposes certain limitations on the ability of the Parent and its Subsidiaries to, among other things, incur additional Indebtedness, make payments in respect of its Capital Stock, enter into transactions with Affiliates, create dividend or other payment restrictions affecting Restricted Subsidiaries, sell assets, create liens, issue capital stock, enter into sale and lease-back transactions, make certain Investments, merge or consolidate with any other Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets.  Such limitations are subject to a number of important qualifications and exceptions.  The Issuers must annually report to the Trustee on compliance with such limitations.

A-7

17.Successor Entity.  When a successor entity assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, and immediately before and thereafter no Default or Event of Default exists and certain other conditions are satisfied, the predecessor entity will be released from those obligations.

18.Defaults and Remedies.  Events of Default are set forth in the Indenture.  If an Event of Default (other than an Event of Default pursuant to Section 6.01(f) or (g) of the Indenture with respect to Parent or either Issuer) shall have occurred and be continuing, then the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding, may declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued interest to the date of acceleration, subject to the provisions of the Indenture.  In case an Event of Default specified in Section 6.01(f) or (g) of the Indenture occurs with respect to Parent or either Issuer, such principal amount, together with premium, if any, and interest with respect to all of the Notes, shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders.  The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity reasonably satisfactory to it.

19.Trustee Dealings with Issuers.  The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuers, and may otherwise deal with the Parent, its Subsidiaries or their respective Affiliates as if it were not the Trustee.

20.No Recourse Against Others.  As more fully described in the Indenture, no director, officer, employee, stockholder or incorporator, as such, of the Issuers shall have any liability for any obligation of the Issuers under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  Such waiver and release are part of the consideration for the issuance of the Notes.

21.Authentication.  This Note shall not be valid until the Trustee or Authenticating Agent manually signs the certificate of authentication on this Note.

22.Governing Law.  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE PARTIES TO THE INDENTURE HAS AGREED TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.

23.Abbreviations and Defined Terms.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

A-8

24.CUSIP Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience to the Holders.  No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.

25.Indenture.  Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture, which has the text of this Note in larger type.  Requests may be made to:  Alimentation Couche-Tard Inc., 1600 St-Martin Blvd., East, Tower B, Suite 200, Laval, Quebec H7G 4S7, Attention:  Richard Fortin.

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FORM OF GUARANTEE

Each Guarantor (capitalized terms used herein have the meanings given such terms in the Indenture referred to in the Note upon which this notation is endorsed) hereby unconditionally guarantees on a senior subordinated basis (such guarantee being referred to herein as the “Guarantee”) the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium and interest on the Notes to the extent lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee, all in accordance with the terms set forth in Article 10 of the Indenture.

The obligations of each Guarantor to the Holders and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture, and are expressly subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness of each Guarantor, to the extent and in the manner provided in Article 11 of the Indenture.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

With respect to ACT Financial Trust only, the trustee of ACT Financial Trust is signing this Guarantee by ACT Financial Trust in its capacity as trustee of ACT Financial Trust and not in any other capacity and ACT Financial Trust, solely, shall be responsible for the performance of ACT Financial Trust’s obligations under this Guarantee by ACT Financial Trust and the trust property, solely, shall be subject to levy or execution in satisfaction of such obligations.

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law.

This Guarantee is subject to release upon the terms set forth in the Indenture.

[                                         ]
By:
	Name:
	Title:

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ASSIGNMENT FORM

If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed:

I or we assign and transfer this Note to:

(Print or type name, address and zip code and
social security or tax ID number of assignee)

and irrevocably appoint                                                                                                                                                        , agent to transfer this Note on the books of the Issuers.  The agent may substitute another to act for him.

Date:	Signed:
		(Sign exactly as your name appears on the other side of this Note)
Medallion Guarantee:

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[OPTION OF HOLDER TO ELECT PURCHASE]

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.13 or Section 4.19 of the Indenture, check the appropriate box:

Section 4.13 o

Section 4.18 o

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.13 or Section 4.18 of the Indenture, state the amount you elect to have purchased:

US$
Date:
	NOTICE:  The signature on this assignment must correspond with the name as it appears upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed by the endorser’s bank or broker.
Medallion Guarantee:

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EXHIBIT B

CUSIP No.:                 

COUCHE-TARD U.S. L.P.
COUCHE-TARD FINANCING CORP.

SERIES B 7½% SENIOR SUBORDINATED NOTE DUE 2013

No. US$

COUCHE-TARD U.S. L.P., a Delaware limited partnership (the “Company”) and COUCHE-TARD FINANCING CORP., a Delaware corporation (“Finance Corp.” and together with the Company, the “Issuers”), which term includes any successor entity), for value received promises, jointly and severally, to pay to                      or registered assigns, in U.S. Dollars the principal sum of US$[                    ] on December 15, 2013.

Interest Payment Dates:  June 15 and December 15, commencing June 15, 2004.

Record Dates:    June 1 and December 1.

Reference is made to the further provisions of this Note contained on the reverse hereof and the Indenture (as defined), which will for all purposes have the same effect as if set forth at this place.

This Note shall not be valid or obligatory for any purpose until the certificate of authentication hereon shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

IN WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or by facsimile by their duly authorized officers.

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		COUCHE-TARD U.S. L.P.
		By:
			Name:
			Title:
		By:
			Name:
			Title:
		COUCHE-TARD FINANCING CORP.
		By:
			Name:
			Title:
		By:
			Name:
			Title:
Dated:	[          ]

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Certificate of Authentication

This is one of the Series B 7½% Senior Subordinated Notes due 2013 referred to in the within-mentioned Indenture.

		WELLS FARGO BANK MINNESOTA, N.A.,
		as Trustee
		By:
			Authorized Signatory
Dated:	[          ]

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(REVERSE OF SECURITY)

7½% SENIOR SUBORDINATED NOTE DUE 2013

1.Interest.  COUCHE-TARD U.S. L.P., a Delaware limited partnership (the “Company”) and COUCHE-TARD FINANCING CORP. (“Finance Corp.” and, together with the Company, the “Issuers”), jointly and severally, promise to pay interest on the principal amount of this Note at the rate per annum shown above.  Interest on the Notes will accrue from the most recent date on which interest has been paid or, if no interest has been paid, from the date of the original issuance of the Notes.  The Issuers will pay interest semi-annually in arrears on each Interest Payment Date, commencing June 15, 2004.  For purposes of the Interest Act (Canada) and otherwise, interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Issuers shall pay interest on overdue principal and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful from time to time on demand at the rate borne by the Notes.

2.Method of Payment.  The Issuers shall pay interest on the Notes (except defaulted interest) to the Persons who are the registered Holders at the close of business on June 1 or December 1 immediately preceding the Interest Payment Date (whether or not such day is a Business Day) even if the Notes are cancelled on registration of transfer or registration of exchange after such Record Date.  Holders must surrender Notes to a Paying Agent to collect principal payments.  Payments of principal, premium, if any, and interest will be made (on presentation of such Notes if in certificated form) in money of the United States that at the time of payment is legal tender for payment of public and private debts; provided, however, that the Issuers may pay principal, premium, if any, and interest by check payable in such money.  The Issuers may deliver any such interest payment to the Paying Agent or to a Holder at the Holder’s registered address.

3.Paying Agent and Registrar.  Initially, Wells Fargo Bank Minnesota, N.A., a national banking association (the “Trustee”), will act as Paying Agent and Registrar.  The Issuers may change any Paying Agent, Registrar or co-Registrar without notice to the Holders.  The Issuers or any of their Subsidiaries or Affiliates may act as Paying Agent or Registrar.

4.Indenture.  The Issuers issued this Note under an Indenture, dated as of December 17, 2003 (the “Indenture”), by and among the Issuers, the Guarantors and the Trustee.  This Note is one of a duly authorized issue of Notes of the Issuers designated as its Series B 7½% Senior Subordinated Notes due 2013 (the “Exchange Notes”) issued in exchange for the initial Series A 7½% Senior Subordinated Notes due 2013 (the “Initial Notes” and, together with the Additional Notes and the Exchange Notes, the “Notes”) and evidencing the same continuing indebtedness as the Initial Notes.  Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture.  Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of them.  The Notes are general unsecured Obligations of the Issuers.

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5.Subordination.  The Notes are unsecured obligations of the Issuers and subordinated in right of payment, in the manner and to the extent set forth in the Indenture, to the prior payment in full in cash of all Senior Indebtedness of the Issuers, whether outstanding on the date of the Indenture or thereafter created, incurred, assumed or guaranteed.  Each Holder by his acceptance hereof agrees to be bound by such provisions and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination provided for in the Indenture and appoints the Trustee his attorney-in-fact for such purposes.

6.Guarantee.  The obligations of the Issuers hereunder are guaranteed on a senior subordinated basis by the Guarantors.  Each Guarantee by a Guarantor is subordinated in right of payment to all Senior Indebtedness of such Guarantor to the same extent that the Notes are subordinated to Senior Indebtedness of the Issuers.

7.Redemption.

Except as set forth in this Section 7, the Issuers may not redeem the notes.

(a)Optional Redemption.  The Issuers may redeem the Notes, at their option, in whole at any time or in part from time to time, on and after December 15, 2008 at the following Redemption Prices (expressed as percentages of the principal amount thereof), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve-month period beginning on December 15 of each year listed below:

Year	Percentage
2008	103.750	%
2009	102.500	%
2010	101.250	%
2011 and thereafter	100.000	%

(b)Optional Redemption Upon Public Equity Offerings.  The Issuers may redeem in the aggregate up to 35% of the aggregate principal amount of Notes originally issued at any time and from time to time prior to December 15, 2006 at a Redemption Price equal to 107.500% of the aggregate principal amount so redeemed, plus accrued and unpaid interest, if any, to the Redemption Date out of the Net Proceeds of one or more Equity Offerings; provided that

(1)at least 65% of the principal amount of Notes originally issued remains outstanding immediately after the occurrence of any such redemption and

(2)any such redemption occurs within 90 days following the closing of such Equity Offering.

(c)Redemption for Changes in Withholding Taxes.  If the Company or any Canadian Guarantor becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian taxing authority, or a change in any official position regarding the application or interpretation thereof, that is publicly announced or becomes effective

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on or after the Issue Date, the Issuers may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date; provided that (i) in the case of Additional Amounts payable by a Canadian Guarantor only, such Canadian Guarantor is at such time making payments to the Holders pursuant to its Guarantee and (ii) the Company or the applicable Canadian Guarantor determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Canadian Guarantor, as applicable (not including substitution of the obligor under the Notes).  No such notice of redemption may be given earlier than 90 days prior to the earliest date the Company or such Canadian Guarantor would be obligated to pay such Additional Amounts nor later than 180 days after the Company or such Canadian Guarantor, as applicable, first becomes liable to pay such Additional Amounts as a result of such change or amendment.

Prior to the mailing of any notice or redemption pursuant to this provision, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of Issuers, as applicable, so to redeem have occurred.

8.Notice of Redemption.  Notice of redemption under paragraphs of this Note will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address.

Except as set forth in the Indenture, if monies for the redemption of the Notes called for redemption shall have been deposited with the Paying Agent for redemption on such Redemption Date, then, unless the Issuers default in the payment of such Redemption Price plus accrued interest, if any, the Notes called for redemption will cease to bear interest from and after such Redemption Date and the only right of the Holders of such Notes will be to receive payment of the Redemption Price plus accrued interest, if any.

9.Offers to Purchase.  The Indenture provides that, after certain Asset Sales and upon the occurrence of a Change of Control, and subject to further limitations contained therein, the Issuers will make an offer to purchase certain amounts of the Notes in accordance with the procedures set forth in the Indenture.

10.Denominations; Transfer; Exchange.  The Notes are in registered form, without coupons, in denominations of US$1,000 and integral multiples thereof.  A Holder shall register the transfer or exchange of Notes in accordance with the Indenture.  The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.  The Registrar need not register the transfer of or exchange of any Notes or portions thereof selected for redemption.

11.Persons Deemed Owners.  The registered holder of a Note shall be treated as the owner of it for all purposes.

12.Unclaimed Money.  If money for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Issuers.

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After that, Holders entitled to money must look to the Issuers for payment as general creditors unless an “abandoned property” law designates another person.

13.Legal Defeasance and Covenant Defeasance.  If the Issuers at any time deposit with the Trustee U.S. legal tender or U.S. Government Obligations sufficient to pay the principal of and interest on the Notes to redemption or maturity and complies with the other provisions of the Indenture relating to defeasance, the Issuers will be discharged from certain provisions of the Indenture and the Notes (including certain covenants, but excluding its obligation to pay the principal of and interest on the Notes).

14.Amendments, Supplements, and Waivers.  Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any existing Default or Event of Default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding.  Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes or make any other change that does not adversely affect in any material respect the rights of any Holder.

15.Restrictive Covenants.  The Indenture imposes certain limitations on the ability of the Parent and its Subsidiaries to, among other things, incur additional Indebtedness, make payments in respect of its Capital Stock, enter into transactions with Affiliates, create dividend or other payment restrictions affecting Restricted Subsidiaries, sell assets, create liens, issue capital stock, enter into sale and lease-back transactions, make certain Investments, merge or consolidate with any other Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets.  Such limitations are subject to a number of important qualifications and exceptions.  The Issuers must annually report to the Trustee on compliance with such limitations.

16.Successor Entity.  When a successor entity assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, and immediately before and thereafter no Default exists and certain other conditions are satisfied, the predecessor entity will be released from those obligations.

17.Defaults and Remedies.  Events of Default are set forth in the Indenture.  If an Event of Default (other than an Event of Default pursuant to Section 6.01(f) or (g) of the Indenture with respect to Parent or either Issuer) shall have occurred and be continuing, then the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding, may declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued interest to the date of acceleration subject to the provisions of the Indenture.  In case an Event of Default specified in Section 6.01(f) or (g) of the Indenture occurs with respect to Parent or either Issuer, such principal amount, together with premium, if any, and interest with respect to all of the Notes, shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders.  The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity reasonably satisfactory to it.

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18.Trustee Dealings with Issuers.  The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuers, and may otherwise deal with the Parent, its Subsidiaries or their respective Affiliates as if it were not the Trustee.

19.No Recourse Against Others.  As more fully described in the Indenture, no director, officer, employee, stockholder or incorporator, as such, of the Issuers shall have any liability for any obligation of the Issuers under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  Such waiver and release are part of the consideration for the issuance of the Notes.

20.Authentication.  This Note shall not be valid until the Trustee or Authenticating Agent manually signs the certificate of authentication on this Note.

21.Governing Law.  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE PARTIES TO THE INDENTURE HAS AGREED TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.

22.Abbreviations and Defined Terms.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

23.CUSIP Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience to the Holders.  No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.

24.Indenture.  Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture, which has the text of this Note in larger type.  Requests may be made to:  Alimentation Couche-Tard Inc., 1600 St-Martin Blvd., East, Tower B, Suite 200, Laval, Quebec H7G 4S7, Attention:  Richard Fortin.

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FORM OF GUARANTEE

Each Guarantor (capitalized terms used herein have the meanings given such terms in the Indenture referred to in the Note upon which this notation is endorsed) hereby unconditionally guarantees on a senior subordinated basis (such guarantee being referred to herein as the “Guarantee”) the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium and interest on the Notes to the extent lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee, all in accordance with the terms set forth in Article 10 of the Indenture.

The obligations of each Guarantor to the Holders and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture, and are expressly subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness of each Guarantor, to the extent and in the manner provided in Article 11 of the Indenture.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

With respect to ACT Financial Trust only, the trustee of ACT Financial Trust is signing this Guarantee by ACT Financial Trust in its capacity as trustee of ACT Financial Trust and not in any other capacity and ACT Financial Trust, solely, shall be responsible for the performance of ACT Financial Trust’s obligations under this Guarantee by ACT Financial Trust and the trust property, solely, shall be subject to levy or execution in satisfaction of such obligations.

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law.

This Guarantee is subject to release upon the terms set forth in the Indenture.

[                                         ]
By:
	Name:
	Title:

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ASSIGNMENT FORM

If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed:

I or we assign and transfer this Note to:

(Print or type name, address and zip code and
social security or tax ID number of assignee)

and irrevocably appoint                                                                                                                                                           , agent to transfer this Note on the books of the Issuers.  The agent may substitute another to act for him.

Date:	Signed:
		(Sign exactly as your name appears on the other side of this Note)
Medallion Guarantee:

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[OPTION OF HOLDER TO ELECT PURCHASE]

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.13 or Section 4.19 of the Indenture, check the appropriate box:

Section 4.13 o

Section 4.18 o

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.13 or Section 4.18 of the Indenture, state the amount you elect to have purchased:

US$
Date:
	NOTICE:  The signature on this assignment must correspond with the name as it appears upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed by the endorser’s bank or broker.
Medallion Guarantee:

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EXHIBIT C

CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION OF TRANSFER OF NOTES

Re:	Couche-Tard U.S. L.P. and Couche-Tard Financing Corp. (the “Issuers”)
	7½% Senior Subordinated Notes due 2013 (the “Notes”)

This Certificate relates to US$               principal amount of Notes held in the form of*        a beneficial interest in a Global Note or*                Certificated Notes by              (the “Transferor”).

The Transferor:

•has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Note held by the Depository a Certificated Note or Certificated Notes in definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or

•has requested by written order that the Registrar exchange or register the transfer of a Certificated Note or Certificated Notes.

In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Notes and the restrictions on transfers thereof as provided in Section 2.16 of such Indenture, and that the transfer of the Notes does not require registration under the Securities Act of 1933, as amended (the “Securities Act”), because*:

•Such Note is being acquired for the Transferor’s own account, without transfer (in satisfaction of Section 2.16 of the Indenture).

•Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A.

•Such Note is being transferred to an institutional “accredited investor” (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act) which delivers a certificate to the Trustee in the form of Exhibit D to the Indenture.  An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification.

•Such Note is being transferred in reliance on Regulation S under the Securities Act and a transfer certificate for Regulation S transfers in the form of Exhibit E to the Indenture accompanies this certification.

•Such Note is being transferred in reliance on Rule 144 under the Securities Act.  An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification.

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•Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A or Rule 144 under the Securities Act to a person other than an institutional “accredited investor.”  An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification.

	[INSERT NAME OF TRANSFEROR]
	By:
		[Authorized Signatory]
Date:

*Check applicable box.

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EXHIBIT D

Form of Transferee Letter of Representation

[                     ]

Attention:  Corporate Trust Division

Ladies and Gentlemen:

This certificate is delivered to request a transfer of US$                 principal amount of the 7½% Senior Subordinated Notes due 2013 of Couche-Tard U.S. L.P. and Couche-Tard Financing Corp., (the “Issuers”) and any guarantee thereof (the “Notes”).  Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

Name:

Address:

Taxpayer ID Number:

The undersigned represents and warrants to you that:

1.We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933 (the “Securities Act”)) purchasing Notes for our own account or for the account of such an institutional “accredited investor” and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act.  We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and we invest in or purchase securities similar to the Notes in the normal course of our business.  We and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

2.We acknowledge that we have had access to such financial and other information, and have been afforded the opportunity to ask such questions of representatives of the Issuers and receive answers thereto, as we deem necessary.

3.We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence.  We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes that we will not prior to the date (the “Resale Restriction Termination Date”) that is two years after the later of the original issuance of the Notes and the last date on which the Issuers or any affiliate of the Issuers was the owner of such Notes (or any predecessor thereto) offer, sell or otherwise transfer such Notes except (a) to the Issuers or any subsidiary of the Issuers, (b) inside the United States to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act, (c) inside the United States to an “institutional accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act that, prior to such transfer, furnishes (or

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has furnished on its behalf by a U.S. broker-dealer) to the Trustee a signed letter substantially in the form of this letter, (d) outside the United States in an offshore transaction in compliance with Rule 904 under the Securities Act, (e) pursuant to any other available exemption from the registration requirements of the Securities Act or (f) pursuant to an effective registration statement under the Securities Act.  We acknowledge that the Issuers and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Restriction Termination Date of the applicable Notes pursuant to clause (c) or (e) above to require the delivery of an Opinion of Counsel, certification and/or other information satisfactory to the Issuers and the Trustee.

We understand that the Trustee will not be required to accept for registration of transfer any Notes acquired by us, except upon presentation of evidence satisfactory to the Issuers and the Trustee that the foregoing restrictions on transfer have been complied with.  We further understand that any Notes purchased by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the substance of paragraph 3 of this letter.  We further agree to provide to any person acquiring any of the Notes from us a notice advising such person that transfers of such Notes are restricted as stated herein and that certificates representing such Notes will bear a legend to that effect.

We represent that the Issuers and the Trustee and others are entitled to rely upon the truth and accuracy of our acknowledgments, representations and agreements set forth herein, and we agree to notify you promptly in writing if any of our acknowledgments, representations or agreements herein cease to be accurate and complete.  You are also irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

We represent to you that we have full power to make the foregoing acknowledgments, representations and agreements on our own behalf and on behalf of any investor account for which we are acting as fiduciary agent.

As used herein, the terms “offshore transaction,” “United States” and “U.S. person” have the respective meanings given to them in Regulation S under the Securities Act.

THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Dated:	TRANSFEREE:
	By:

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EXHIBIT E

Form of Certificate to be
Delivered in Connection
with Regulation S Transfers

                              ,         

[                     ]

Attention:  Corporate Trust Division

Re:	Couche-Tard U.S. L.P. and Couche-Tard Financing Corp.
	7½% Senior Subordinated Notes due 2013 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of US$                     aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1)the offer of the Notes was not made to a person in the United States;

(2)either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows that the transaction has been prearranged with a buyer in the United States;

(3)no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a) or Rule 904(a) of Regulation S, as applicable;

(4)the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(5)we have advised the transferee of the transfer restrictions applicable to the Notes.

You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.  Defined terms used herein without definition have the respective meanings provided in Regulation S.

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Very truly yours,

[Name of Transferor]

By:

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EXHIBIT F

FORM OF SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of                     , among                      (the “New Guarantor”), a subsidiary of Couche-Tard U.S. L.P. (or its successor), a Delaware limited partnership (the “Company”), Couche-Tard Financing Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (the “Existing Guarantors”) under the Indenture referred to below, and Wells Fargo Bank Minnesota, N.A., as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an Indenture (as such may be amended from time to time, the “Indenture”), dated as of December 17, 2003, providing for the issuance of its 7½% Senior Subordinated Notes due 2013 (the “Notes”);

WHEREAS, Section 4.23 of the Indenture provides that under certain circumstances the Issuers are required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Issuers’ obligations under the Notes pursuant to a Guarantee on the terms and conditions set forth herein; and

WHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee, the Issuers and Existing Guarantors are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuers, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1.Definitions.  (a) Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(b)For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires:  (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2.Agreement to Guarantee.  From and after the date hereof, the New Guarantor shall be a Guarantor for all purposes under the Indenture and the Notes.

3.Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the The New Guarantor hereby agrees, jointly and severally with all other Guarantors, to Guarantee the

F-1

Issuers’ obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture.  terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.

4.Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

5.Trustee Makes No Representation.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuers.

6.Multiple Counterparts.  The parties may sign multiple counterparts of this Supplemental Indenture.  Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

7.Headings.  The headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

F-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date and year first above written.

[NEW GUARANTOR]
By:
	Name:
	Title:
By:
	Name:
	Title:
COUCHE-TARD U.S. L.P.
By:
	Name:
	Title:
By:
	Name:
	Title:
COUCHE-TARD FINANCING CORP.
By:
	Name:
	Title:
By:
	Name:
	Title:

F-3

EXISTING GUARANTORS:
[                                         ]
By:
	Name:
	Title:
WELLS FARGO BANK MINNESOTA, N.A.,
as Trustee
By:
	Name:
	Title:

F-4

EX-10.1

Exhibit 10.1

STOCK PURCHASE AGREEMENT

BETWEEN

ALIMENTATION COUCHE-TARD INC.

AND

CONOCOPHILLIPS COMPANY

DATED AS OF

OCTOBER 3, 2003

TABLE OF CONTENTS

Article I
DEFINITIONS
Article II
SALE AND PURCHASE OF THE COMPANY STOCK
2.1	Sale and Purchase of the Company Shares
2.2	Delivery of the Company Shares
Article III
CONSIDERATION
3.1	Amount and Form of Consideration
3.2	Payments at Closing
3.3	Working Capital Adjustment
3.4	Accounts Receivable
3.5	Long-Term Debt and Capital Lease Obligations
Article IV
THE CLOSING
4.1	Closing Date
4.2	Proceedings at Closing
Article V
REPRESENTATIONS AND WARRANTIES OF SELLER
5.1	Organization and Good Standing
5.2	Authorization
5.3	Ownership of Capital Stock
5.4	Conflicts; Consents
5.5	Financial Statements
5.6	Ordinary and Usual Course of Business; Material Adverse Effect; Material Tax Elections
5.7	Taxes
5.8	Real Property
5.9	Tangible Personal Property
5.10	Intellectual Property
5.11	Contracts
5.12	Employee Benefits
5.13	Labor

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5.14	Litigation
5.15	Compliance
5.16	Insurance
5.17	Brokers
5.18	Absence of Certain Business Practices
5.19	Affiliate Transactions
5.20	Circle K Licensing
5.21	Retail Outlets and Franchises
Article VI
REPRESENTATIONS AND WARRANTIES OF PARENT
6.1	Organization and Good Standing
6.2	Authority
6.3	Conflicts; Consents
6.4	Litigation
6.5	Brokers
6.6	Financing Commitments
6.7	Acquisition of the Company Shares for Investment; Ability to Evaluate and Bear Risk
6.8	Acknowledgement of Limitations of Warranties
Article VII
COVENANTS OF SELLER AND PURCHASER
7.1	Access to Properties and Records
7.2	Conduct of Business
7.3	Efforts
7.4	Non-Solicitation of Employees
7.5	Pre-Closing Transfers from Seller to the Company
7.6	Pre-Closing Transfers from the Company to Seller
7.7	Pre-Closing Transfers of Contracts
7.8	Financing
7.9	Capital Expenditure
7.10	Monthly Store Financial Statements

ii

7.11	Further Assurances
7.12	Confidentiality
7.13	Publicity
7.14	Disclosure
7.15	Further Information
Article VIII
TAX MATTERS
8.1	Apportionment of Taxes
8.2	Tax Returns
8.3	Cooperation
8.4	Tax Indemnification
8.5	Refunds and Tax Benefits
8.6	Survival
8.7	Exclusive Remedy
8.8	Contests
8.9	Tax Treatment of Price Adjustment and Indemnification
8.10	Waiver of Confidentiality
Article IX
PERSONNEL, EMPLOYMENT ARRANGEMENTS AND EMPLOYEE BENEFITS
9.1	Offer of Employment
9.2	Continuation Period
Article X
CONDITIONS PRECEDENT TO OBLIGATIONS TO CLOSE
10.1	Conditions to Obligation of Each Party to Close
10.2	Conditions to Parent’s Obligation to Close
10.3	Conditions to Seller’s Obligation to Close
Article XI
CLOSING
11.1	Deliveries by Seller to Parent
11.2	Deliveries by Parent to Seller

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Article XII
INDEMNIFICATION AND RELATED MATTERS
12.1	Indemnification by Seller
12.2	Indemnification by Parent
12.3	Procedures for Indemnification
Article XIII
TERMINATION
13.1	Termination
13.2	Liabilities After Termination
Article XIV
MISCELLANEOUS
14.1	Entire Agreement
14.2	Governing Law
14.3	Arbitration
14.4	Severability
14.5	Expenses
14.6	Table of Contents and Headings
14.7	Notices
14.8	Binding Effect; Beneficiaries; Assignment
14.9	Amendments
14.10	Counterparts
14.11	Language
14.12	No Presumption
14.13	Interpretation

iv

EXHIBITS
	1.1.	Financial Information
	6.6(i)	Debt Commitment
	6.6(ii)	Equity Commitment
	6.6(iii)	Equity Backstop
	11.1(b)	Transition Services Agreement
	11.1(c)	Phillips 66 Trademark License
	11.1(d)	Union 76 Trademark License
	11.1(e)	Franchise License
	11.1(f)	Conversion Agreement (East Coast)
	11.1(g)	Conversion Agreement (West Coast)
	11.1(h)	Supply Agreement
	11.1(i)	Environmental Liabilities Agreement
	11.1(j)	Credit Card Services Agreement
	11.1(k)	Real Estate Indemnity Agreement
	11.1(l)	Reseller Agreement
	11.1(m)	Car Wash Trademark License Agreement
	11.1(n)	Tempe Office Lease
SCHEDULES
	1.1	Permitted Liens
	1.2	Seller Affiliate Employees
	3.3(a)	Base Working Capital
	5.1(a)	Company capital stock
	5.1(b)	Subsidiaries of the Company
	5.4(a)	Contractual consents, approvals and waivers to be obtained by Seller
	5.4(b)	Governmental and regulatory consents, approvals and waivers to be obtained by Seller
	5.5(a)	2002 Financial Statements
	5.5(b)	June 30, 2003 financial statements
	5.6	Conduct of business other than in the ordinary course of business since June 30, 2003
	5.7	Tax disclosures
	5.7(c)	Tax Returns
	5.8(a)(i)	Real property owned by the Company
	5.8(a)(ii)	Real property to be transferred to the Company
	5.8(b)	Exception to title
	5.8(c)(i)	Real property leased by the Company
	5.8(c)(ii)	Real property to be leased by the Company
	5.8(d)	Exceptions to leases
	5.10(a)(i)	Trademarks owned by the Company
	5.10(a)(ii)	Trademarks to be transferred to the Company
	5.10(b)	Trademark exceptions
	5.11(a)	Material Contracts

v

5.11(b)	Material Contracts exceptions
5.11(c)	Additional Material Contracts exceptions
5.12(a)	Employee Benefit Plans
5.12(b)	Employee Benefit Plans subject to Title IV or Section 302 of ERISA or Section 412 of the Code
5.12(c)	Legal Proceedings asserted or instituted against the Company Plans
5.13	Labor or collective bargaining agreements; pending or threatened labor disputes
5.13(d)	WARN
5.14(b)	Pending or threatened Legal Proceedings against the Company
5.15	Noncompliance with federal, state, local and foreign laws and regulations
5.21(a)	Retail Outlets
5.21(b)	U.S. Franchises
5.21(c)	Non U.S. Franchises
5.21(d)	Stores Franchised to Seller
7.2	Conduct of business other than in the ordinary course of business between signing of the Agreement and Closing
7.5	Additional Assets
7.6	Excluded Assets
7.7	Additional Material Contracts

vi

STOCK PURCHASE AGREEMENT

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.

W I T N E S S E T H :

WHEREAS, Seller owns 1,000 shares of the common stock, par value $0.01 per share (collectively, the “Company Shares”), of The Circle K Corporation (the “Company”), a Delaware corporation, which shares constitute all of the issued and outstanding shares of the Company; and

WHEREAS, upon the terms and subject to the conditions hereinafter set forth, Seller will sell to 9103-4793 Delaware LP, a limited partnership wholly-owned, directly or indirectly, by Parent and organized under the laws of the State of Delaware (“Purchaser”), and Parent will cause Purchaser to purchase from Seller, the Company Shares;

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

“AAA” has the meaning set forth in Section 14.3.

“Accounting Firm” means Deloitte Touche or, if such firm shall decline or is unable to act or is not, at the time of the submission, independent of Parent, Seller and their respective Affiliates, another independent accounting firm of international reputation mutually acceptable to Parent and Seller.

“Accounts Receivable Deficit” has the meaning set forth in Section 3.4(b).

“Accounts Receivable Excess” has the meaning set forth in Section 3.4(b).

“Accounts Receivable Statement” has the meaning set forth in Section 3.4(b).

“Additional Assets” has the meaning set forth in Section 7.5.

“Additional Material Contracts” has the meaning set forth in Section 7.7.

“Adjusted Cash Consideration” means (i) the Cash Consideration, minus (ii) the Environmental Liabilities Adjustment, minus (iii) the Store Closing Adjustment, minus (iv) the Estimated Debt Adjustment, plus or minus (v) the Estimated Working Capital Adjustment, plus

or minus (vi) the Final Debt Adjustment, plus or minus (vii) the Final Working Capital Adjustment.

“Affiliate” means, as to any Person, any other Person, which, directly or indirectly, controls, is controlled by, or is under common control with, such Person.  For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the opening paragraph.

“Antitrust Authorities” has the meaning set forth in Section 7.3(b).

“Applicable Laws” means (i) all federal, provincial, state or local laws, regulations and rules (to the extent having the force of law) of any Governmental Body in the United States, Canada or any other jurisdiction, (ii) principles of common law and (iii) all orders, rulings, judgments, decisions, awards, injunctions and decrees of any Governmental Body in the United States, Canada or any other jurisdiction, in each case, binding on the Person or assets referred to in the context in which the word is used, whether preliminary or final.

“Base Working Capital” has the meaning set forth in Section 3.3(a).

“Benefit Plan” means any benefit plan as defined by Section 3(3) of ERISA and all other bonus, incentive-compensation, deferred-compensation, profit-sharing, stock-option, stock-appreciation-right, stock-bonus, stock-purchase, employee-stock-ownership, savings, severance, change-in-control, supplemental-unemployment, layoff, salary-continuation, retirement, pension, health, life-insurance, disability, accident, group-insurance, vacation, holiday, sick-leave, fringe-benefit or welfare plan, and any other employee compensation or benefit plan.

“Business Day” means a day (excluding Saturday and Sunday) on which banks generally are open for the transaction of business in New York City and Montreal.

“Car Wash Trademark License Agreement” has the meaning set forth in Section 11.1(m).

“Cash Consideration” means $865,000,000.

“Circle K Licensing Company” means Circle K Licensing Company, Inc., a Texas corporation.

“Closing” has the meaning set forth in Section 4.1.

“Closing Date” means the date of the Closing.

“Closing Date Debt” has the meaning set forth in Section 3.5.

“Closing Date Working Capital” has the meaning set forth in Section 3.3(c).

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“Code” means the Internal Revenue Code of 1986, as amended, and any citations thereto, or to the Treasury Regulations promulgated thereunder, and shall include any amendments or successor provisions thereto.

“Collected Closing Date Accounts Receivable” has the meaning set forth in Section 3.4(b).

“Common Claim” means any claim (i) made with respect or relating to a Store pursuant to Section 12.1(a)(i) or 12.2(a)(i) and involving an amount in excess of $20,000 and (ii) arising from the same cause that results in the same claim being made with respect to at least 99 other Stores in an amount in excess of $20,000 per Store.

“Company” has the meaning set forth in the recitals.

“Company Employees” means the Company Store Employees and the Seller Affiliate Employees who accept the Purchaser’s offer of employment in accordance with Section 9.1.

“Company Plans” has the meaning set forth in Section 5.12(a).

“Company Shares” has the meaning set forth in the recitals.

“Company Store Employees” means those individuals who are employed by the Company or its Subsidiaries in Store positions (from the level of store manager and below) immediately prior to the Closing Date.

“Confidential Information” has the meaning set forth in Section 7.12.

“Confidentiality Agreement” means the confidentiality agreement, dated as of May 8, 2003, by and between Seller and Parent.

“Contest” has the meaning set forth in Section 8.8.

“Continuation Period” has the meaning set forth in Section 9.2(a).

“Contract” means any written contract, lease of personal property, agreement, undertaking, commitment, understanding or promise, but shall not include leases of real property.

“Conversion Agreement (East Coast)” has the meaning set forth in Section 11.1(f).

“Conversion Agreement (West Coast)” has the meaning set forth in Section 11.1(g).

“Credit Card Services Agreement” has the meaning set forth in Section 11.1(j).

“Debt Commitment” has the meaning set forth in Section 6.6(a).

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“Defined Benefit Plan” has the meaning set forth in Section 5.12(b).

“Determination Date” has the meaning set forth in Section 3.4(b).

“Employee Benefit Plan” has the meaning set forth in Section 5.12(a).

“Environmental Law” means any Applicable Law, order or permit relating to  (i) pollution, protection or cleanup of the environment; (ii) the use, treatment, storage, disposal, handling, manufacturing, transportation, shipment or Release of a Hazardous Substance or (iii) occupational health or safety.

“Environmental Liabilities Adjustment” means $35,000,000, the amount proposed by Parent in its bid for the Company to reflect some, but not all, of the environmental liabilities of the Company.

“Environmental Liabilities Agreement” has the meaning set forth in Section 11.1(i).

“Equity Backstop” has the meaning set forth in Section 6.6(a).

“Equity Commitment” has the meaning set forth in Section 6.6(a).

“Equity Investors” means the eight institutional investors and one non-institutional investor who have committed pursuant to the Equity Commitment to purchase capital stock of Parent, in an aggregate amount of approximately C$223,600,000, upon two Business Days notice from Parent.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” has the meaning set forth in Section 5.12(b).

“Estimated Debt Adjustment” has the meaning set forth in Section 3.5.

“Estimated Working Capital Adjustment” has the meaning set forth in Section 3.3(b).

“Excluded Assets” has the meaning set forth in Section 7.6.

“Final Debt Adjustment” has the meaning set forth in Section 3.5.

“Final Working Capital Adjustment” has the meaning set forth in Section 3.3(c).

“Financial Information” means the financial information specified in Exhibit 1.1.

“Financial Statements” means the 2002 Financial Statements and the June 30 Financial Statements.

“Franchise License” has the meaning set forth in Section 11.1(e).

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“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Governmental Body” means any government or political subdivision thereof, or any governmental or regulatory body thereof, or any agency, department, board, commission or instrumentality thereof, or any other body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, or any court that has, in each case, properly asserted jurisdiction over the matter in question.

“Hazardous Substance” means any substance, waste, pollutant, contaminant or material which (i) is regulated, defined or designated as hazardous, dangerous or toxic by a Governmental Body or (ii) is present in an amount and concentration that causes damage or harm to health or the environment, including petroleum and petroleum products, asbestos, and polychlorinated biphenyls.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indemnified Person” has the meaning set forth in Section 12.3(a).

“Indemnifying Person” has the meaning set forth in Section 12.3(a).

“Interim Period” has the meaning set forth in Section 8.1(a).

“IRS” means the United States Internal Revenue Service.

“June 30 Financial Statements” has the meaning set forth in Section 5.5(b).

“Knowledge of Seller” means the actual knowledge, after due inquiry, of Gary Beatty, Matthew Fischer, William Gover, Doug Hecker, David Holthe, Kathy Krecke, Greg Leins, Paul Murphy, Mick Parker, Jeff Rusinovich, Michael Saiz, Paul Smith and/or Kristy Ton.

“Leased Real Properties” has the meaning set forth in Section 5.8(c).

“Legal Proceeding” means any judicial, administrative or arbitral action, suit, or proceeding (public or private, civil, criminal, administrative or otherwise), other than (except for purposes of indemnification for Third Party Claims pursuant to Sections 12.1(a)(iii) and 12.2(a)(iii)) those relating to Environmental Laws.

“Lenders” meanNational Bank Financial Inc., The Bank of Nova Scotia and CIBC World Markets Corp, CIBC Inc., Scotiabank Inc., National Bank of Canada and Canadian Imperial Bank of Commerce.

“Lien” means any lien, pledge, mortgage, deed of trust, security interest, restriction on transfer or other encumbrance.

“Losses” has the meaning set forth in Section 12.1(a).

5

“Material Adverse Effect” means an effect that results in or causes a material adverse change in the business, operations, results of operations, assets, properties or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole and after giving effect to the Pre-Closing Transfers, except to the extent such material adverse change results from or is caused by (i) the public disclosure of the transactions contemplated hereby, (ii) changes in laws, rules or regulations of general applicability or interpretations thereof by courts or Governmental Bodies, in each case after the date hereof, (iii) changes, after the date hereof, in applicable generally accepted accounting principles or regulatory accounting requirements generally applicable to comparable companies, (iv) actions taken pursuant to this Agreement and actions or omissions of a party to this Agreement taken with the prior written consent of the other party to this Agreement and (v) changes, after the date hereof, affecting any of the industries in which the Company or its Subsidiaries are primarily engaged or general economic and market conditions (including changes in petroleum or petroleum product prices or margins).

“Material Contracts” has the meaning set forth in Section 5.11(a).

“Option” means with respect to any Person, any security, right, call, subscription, warrant, option, conversion right, “phantom” stock right or other Contract that gives the right to (i) purchase or otherwise receive or be issued any capital stock or other ownership interest of such Person or any security of any kind convertible into or exchangeable or exercisable for any capital stock or other ownership interest of such Person or (ii) receive any benefits or rights similar to any rights enjoyed by or accruing to the holder of capital stock or other ownership interest of such Person, including any rights to participate in the equity, income or election of the board of directors or other governing body of such Person.

“Owned Real Properties” has the meaning set forth in Section 5.8(a).

“Parent” has the meaning set forth in the opening paragraph.

“Permitted Liens” means, in each case after giving effect to the Pre-Closing Transfers, (a) statutory liens for current Taxes not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings; (b) mechanics’, carriers’, workers’, repairers’, maritime and statutory liens and rights in rem and other similar Liens arising or incurred in the ordinary course of business; (c) zoning, entitlement and other land use and environmental regulations by Governmental Bodies; (d) such easements, covenants, conditions, restrictions, agreements, states of fact and other matters as appear in public records of the property owned by the Company or its Subsidiaries; (e) leases entered into in the ordinary and usual course of business providing for the use or occupancy of a portion or portions of the Owned Real Properties or Leased Real Properties; (f) Liens reflected in Material Contracts or Additional Material Contracts or created by any Transaction Document; (g) Liens, encroachments and other imperfections of title which do not materially detract from the value of or materially interfere with the present use of the properties or assets of the Company and its Subsidiaries subject thereto; (h) Liens securing a lessor’s or licensor’s interest in personal property leased or licensed to the Company or any of its Subsidiaries; (i) Liens registered under the Uniform Commercial Code (as adopted in any applicable state) by any lessor or licensor of personal property to the Company or any of its Subsidiaries; (j) liens securing monetary

6

obligations reflected in the 2002 Financial Statements; and (k) other matters set forth on Schedule 1.1 hereto.

“Person” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

“Phillips 66 Trademark License” has the meaning set forth in Section 11.1(c).

“Pre-Closing Transfers” means the transfers referred to in Sections 7.5, 7.6 and 7.7.

“Purchaser” has the meaning set forth in the recitals.

“Purchaser DC Plans” has the meaning set forth in Section 9.2(d).

“Purchaser Indemnified Parties” has the meaning set forth in Section 12.1(a).

“Purchaser Plans” has the meaning set forth in Section 9.2(b).

“Real Estate Indemnity Agreement” has the meaning set forth in Section 11.1(k).

“Release” means any spilling, leaking, migrating, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, including the abandonment or discarding of barrels, containers, and other closed receptacles containing any Hazardous Substances.

“Reseller Agreement” has the meaning set forth in Section 11.1(l).

“Seller” has the meaning set forth in the opening paragraph.

“Seller Affiliate Employees” means those individuals, identified on Schedule 1.2 hereto, who are employed by Seller or its Subsidiaries (other than the Company and its Subsidiaries) in “non-store” positions immediately prior to the Closing Date, whose primary duties and responsibilities include supporting the Company and its Subsidiaries.

“Seller DC Plans” has the meaning set forth in Section 9.2(d).

“Seller Indemnified Parties” has the meaning set forth in Section 12.2(a).

“Seller Plans” has the meaning set forth in Section 5.12(a).

“September 30 Financial Statements” means the unaudited financial statements of the Company and its Subsidiaries at and for the nine months ended September 30, 2003.

“Short Period” has the meaning set forth in Section 8.1(a).

7

“Store Closing Adjustment” means $1,000,000, the amount determined by the parties to reflect the transfer or closure of four (4) of the 1663 Stores planned to be included in the Company as of the Closing.

“Stores” has the meaning set forth in Section 5.8(e).

“Straddle Tax Periods” has the meaning set forth in Section 8.1(a).

“Subsidiary” means, with respect to any entity, any other entity that directly or indirectly is controlled by such entity.  For purposes of this definition, “control” means the ownership of stock or other ownership interests of an entity constituting more than 50% of the total combined voting power of all classes of stock or other ownership interests of such entity entitled to vote.

“Supply Agreement” has the meaning set forth in Section 11.1(h).

“Tax” or “Taxes” means all federal, state, foreign or local taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Body, together with all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof, including those levied on, or measured by, or referred to as income, gross receipts, profits, capital, alternative or add-on, transfer, land transfer, recordation, real estate conveyance, rent, documentary, filing, occupation, sales, use, license, value-added, excise, severance, premium, stamp, withholding, business, franchising, property, service, payroll, employment and social security taxes, all surtaxes, and all customs duties and import and export taxes.

“Tax Indemnitee” has the meaning set forth in Section 8.4.

“Tax Indemnity Payment” has the meaning set forth in Section 8.4.

“Tax Returns” includes all returns, reports, declarations, elections, forms, notices, filings, information returns and statements or other documents filed or required to be filed in respect of Taxes.

“Tempe Office Lease” has the meaning set forth in Section 11.1(n).

“Third Party Claim” has the meaning set forth in Section 12.3(a).

“Total Closing Date Accounts Receivable” has the meaning set forth in Section 3.4(a).

“Trademarks” has the meaning set forth in Section 5.10(a).

“Transaction Documents” means the Transition Services Agreement, the Phillips 66 Trademark License, the Union 76 Trademark License, the Franchise License, the Conversion Agreement (East Coast), the Conversion Agreement (West Coast), the Supply Agreement, the Environmental Liabilities Agreement, the Credit Card Services Agreement, the Real Estate Indemnity Agreement, the Reseller Agreement, the Car Wash Trademark License Agreement,

8

the Tempe Office Lease and each other Contract, document, instrument and certificate to be executed in connection with the transactions contemplated by this Agreement and the foregoing Contracts.

“Transfer Tax” means applicable excise, sales, goods and services, harmonized sales, value added, transfer, land transfer, documentary, filing, recordation, real estate conveyance, stamp, use and other similar taxes, levies, fees and charges due in connection with the transactions contemplated by this Agreement, provided, however, that Transfer Tax shall not include any such taxes, levies, fees or charges due in connection with the Pre-Closing Transfers.

“Transition Services Agreement” has the meaning set forth in Section 11.1(b).

“2002 Financial Statements” has the meaning set forth in Section 5.5(a).

“Uncollected Closing Date Accounts Receivable” has the meaning set forth in Section 3.4(b).

“Union 76 Trademark License” has the meaning set forth in Section 11.1(d).

“$” means, unless otherwise indicated, the lawful currency of the United States of America.

ARTICLE II

SALE AND PURCHASE OF THE COMPANY STOCK

2.1Sale and Purchase of the Company Shares.  Upon the terms and subject to the conditions hereinafter set forth, at the Closing, Seller shall sell to Purchaser, and Parent shall cause Purchaser to purchase from Seller, the Company Shares, free and clear of all Liens and together with all rights now and hereafter attaching thereto.

2.2Delivery of the Company Shares.  At the Closing, Seller shall deliver to Purchaser certificates for all of the Company Shares, duly endorsed for transfer or accompanied by duly executed stock powers or stock transfer forms sufficient to convey to Purchaser good and validtitle to the all of the Company Shares on the Closing Date.

ARTICLE III

CONSIDERATION

3.1Amount and Form of Consideration.  Parent shall cause Purchaser to pay to Seller on the Closing Date as consideration for the Company Shares an amount equal to:

(i)the Cash Consideration;

(ii)minus the Environmental Liabilities Adjustment;

(iii)minus the Store Closing Adjustment;

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(iv)minus the Estimated Debt Adjustment;

(v)plus or minus the Estimated Working Capital Adjustment.

3.2Payments at Closing.  The payment specified in Section 3.1 shall be made on the Closing Date by wire transfer of immediately available funds to the account specified by Seller at least two Business Days prior to the Closing Date.

3.3Working Capital Adjustment.  (a)  Schedule 3.3(a) hereto sets forth, as of December 31, 2002, a calculation of the amount equal to (i) the sum of the current assets of the Company minus (ii) the sum of the current liabilities of the Company, in each case as adjusted pursuant to the adjustments set forth on Schedule 3.3(a) (such amount, the “Base Working Capital”).  The Base Working Capital is $74,354,000.

(b)Not less than ten (10) calendar days prior to the Closing Date, Seller shall deliver to Parent a statement setting forth in reasonable detail a calculation of the amount equal to (i) a good faith estimate of the Closing Date Working Capital minus (ii) the Base Working Capital (such amount, the “Estimated Working Capital Adjustment”), which may be a positive or a negative number.  Seller’s good faith estimate of the Closing Date Working Capital shall consist of the same components and be calculated in the same manner as the Base Working Capital.

(c)As promptly as practicable following the Closing Date and in any event within ninety (90) calendar days thereafter, Parent shall prepare and deliver to Seller a statement setting forth: (i) as of the close of business on the Closing Date, a calculation of the amount equal to (A) the sum of the current assets of the Company minus (B) the sum of the current liabilities of the Company, in each case adjusted using the same adjustments set forth in Schedule 3.3(a) (such amount, the “Closing Date Working Capital”), which may be a positive or a negative number; and (ii) a calculation of the amount equal to (A) the Closing Date Working Capital minus (B) the sum of the Base Working Capital and the Estimated Working Capital Adjustment (such amount, the “Final Working Capital Adjustment”), which may be a positive or a negative number.  The purpose of the Final Working Capital Adjustment is solely to measure the difference between the Closing Date Working Capital and the sum of the Base Working Capital and the Estimated Working Capital Adjustment.  The Closing Date Working Capital shall consist of the same components and be calculated in the same manner as the Base Working Capital.  Without limitation of the foregoing, Parent and Seller shall cooperate in determining a method for measuring inventory shrinkage.  Seller shall have the right to review all work papers and procedures used to prepare the calculation of the Closing Date Working Capital and the Final Working Capital Adjustment.  Unless Seller, within 45 calendar days after delivery to Seller of such statement, notifies Parent in writing that it objects to such calculations, and specifies in reasonable detail the basis for such objection and each amount in dispute, such statement and such calculations shall become final and binding upon the parties for purposes of this Agreement.  If Parent and Seller are unable to resolve any such objections within 10 Business Days after any such notification has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously.  The Accounting Firmshall make a final, binding determination as to the matter or matters in dispute.  The scope of the disputes to be resolved by the Accounting Firm is limited to the unresolved portion of Seller’s objections and the Accounting Firm shall not consider any other matter.  Parent agrees to

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cooperate, and to cause Purchaser, the Company and their respective Subsidiaries to cooperate, with Seller (and Seller’s authorized representatives) and Seller agrees to cooperate with Parent (and Parent’s authorized representatives), in order to resolve any and all matters in dispute as soon as possible.

(d)Within 3 Business Days after the determination of the Final Working Capital Adjustment pursuant to Section 3.3(c), if the amount yielded by such calculation is a positive number, then Parent shall cause Purchaser to pay to Seller such amount, and if the amount yielded by such calculation is a negative number, then Seller shall pay to Purchaser such amount (as if it were a positive number).  Such payments shall be by wire transfer of immediately available funds, and shall include simple interest on such amounts at a rate of 5% per annum, commencing on the Closing Date and continuing until the date of full payment hereunder.

(e)Seller shall, and Parent shall cause Purchaser to, bear one-half of the fees, costs and expenses of the Accounting Firm retained under Section 3.3(c) to resolve any dispute.

3.4Accounts Receivable.  (a) Following the Closing Date, Parent shall cause the Company and its Subsidiaries to use reasonable best efforts to collect the accounts receivable of the Company and its Subsidiaries existing on the Closing Date (the “Total Closing Date Accounts Receivable”); provided, neither the Company nor its Subsidiaries shall be obligated to institute legal action for the collection of any of the Total Closing Date Accounts Receivable or to refer any of the Total Closing Date Accounts Receivable to lawyers or collection agencies.

(b)Within twenty (20) Business Days following the date that is one hundred and twenty days (120)following the Closing Date (the “Determination Date”), Parent shall provide to Seller a statement (the “Accounts Receivable Statement”) setting forth: (i) a list of any Total Closing Date Accounts Receivable which have not been collected by the Company or its Subsidiaries as of the Determination Date (the “Uncollected Closing Date Accounts Receivable”), together with appropriate documentation reasonably satisfactory to Seller, (ii) a calculation of the aggregate amount of Total Closing Date Accounts Receivable which have been collected by the Company and its Subsidiaries as of the Determination Date (the “Collected Closing Date Accounts Receivable”) and (iii) a calculation of the amount by which the Collected Closing Date Accounts Receivable either exceeds the Net Closing Date Accounts Receivable (an “Accounts Receivable Excess”) or is less than the Net Closing Date Accounts Receivable (an “Accounts Receivable Deficit”).  “Net Closing Date Accounts Receivable” means the accounts receivable net of any reserves or deductions included in the Closing Date Working Capital calculation.

(c)Unless Seller, within 20 Business Days after receipt of the Accounts Receivable Statement, notifies Parent in writing that it objects to any of the items or calculations set forth therein and specifies in reasonable detail the basis for such objection, the Accounts Receivable Statement shall become final and binding upon the parties for purposes of this Agreement.  Seller and Parent each covenant to cooperate to resolve any disputes with respect to the Accounts Receivable Statement.

(d)Upon the expiration of the period specified in Section 3.4(c) without Seller giving notice of any objection to the Accounts Receivable Statement, confirmation by Seller that it does

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not object to the Accounts Receivable Statement or resolution of any disputes with respect to the Accounts Receivable Statement:

(i)if there is an Accounts Receivable Excess, Parent shall cause the Company and its Subsidiaries to (A) promptly pay to Seller the amount of the Accounts Receivable Excess, (B) assign to Seller all Uncollected Closing Date Accounts Receivable and (C) pay to Seller promptly upon receipt any amounts which the Company or its Subsidiaries receive in respect of Uncollected Closing Date Accounts Receivable, or

(ii)if there is an Accounts Receivable Deficit, Seller shall promptly pay to the Company the amount of the Accounts Receivable Deficit and Parent shall cause the Company and its Subsidiaries to (A) assign to Seller all Uncollected Closing Date Accounts Receivable and (B) pay to Seller promptly upon receipt any amounts which the Company or its Subsidiaries receive in respect of Uncollected Closing Date Accounts Receivable.

(e)Any payments made pursuant to this Section 3.4. shall be by wire transfer of immediately available funds.

(f)Parent acknowledges that none of Parent, Purchaser, the Company nor any of their Subsidiaries shall have any recourse against Seller or any of its Affiliates with respect to any of the Total Closing Date Accounts Receivable except as set forth in this Section 3.4.

3.5Long-Term Debt and Capital Lease Obligations.  (a) The payment to be made by Purchaser to Seller at Closing pursuant to Section 3.1 will be calculated assuming that the principal amount of the long-term debt and capital lease obligations (less any current portion thereof reflected in the Closing Date Working Capital) of the Company on a combined consolidated basis will be $8,657,000 (the “Estimated Debt Adjustment”) at Closing.  Simultaneous with the delivery of the calculation of Closing Date Working Capital pursuant to Section 3.3(c), Parent shall deliver to Seller a statement setting forth: (i) the amount of the long term debt and capital lease obligations (less any current portion thereof reflected in the Closing Date Working Capital) on Closing (the “Closing Date Debt”), together with supporting documents, reasonably satisfactory to Parent and (ii) a calculation of the Closing Date Debt minus the Estimated Debt Adjustment (the “Final Debt Adjustment”), which may be a positive or negative number.  Any dispute as to the Final Debt Adjustment shall be resolved in the same manner as disputes as to the Final Working Capital Adjustment.

(b)If the Final Debt Adjustment is a positive number, Seller shall promptly pay to Purchaser the amount of the Final Debt Adjustment, and if the Final Debt Adjustment is a negative number, Parent shall cause Purchaser to promptly pay to Seller the amount of the Final Debt Adjustment.  Such payments shall be by wire transfer of immediately available funds, and shall include simple interest on such amounts at a rate of 5% per annum, commencing on the Closing Date and continuing until the date of full payment hereunder.

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ARTICLE IV

THE CLOSING

4.1Closing Date.  Except as hereinafter provided, the closing of the transactions described herein (the “Closing”) shall take place at the offices of Cleary, Gottlieb, Steen & Hamilton, on the third Business Day following the date on which all of the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to fulfillment or waiver of those conditions) contained in Article X have been satisfied or, in the case of Section 10.1, waived by both Parent and Seller or, in the case of Section 10.2, waived by Parent or, in the case of Section 10.3, waived by Seller, or at such other place and at such other time and date as may be mutually agreed upon by Parent and Seller.

4.2Proceedings at Closing.  All proceedings to be taken and all documents to be executed and delivered by Seller and any third parties in connection with the consummation of the transactions contemplated hereby and by the Transaction Documents shall be reasonably satisfactory in form and substance to Parent and its counsel (other than the Transaction Documents, which shall be substantially in the forms attached hereto as exhibits).  All proceedings to be taken and all documents to be executed and delivered by Parent, Purchaser and any third parties in connection with the consummation of the transactions contemplated hereby and by the Transaction Documents shall be reasonably satisfactory in form and substance to Seller and its counsel (other than the Transaction Documents, which shall be substantially in the forms attached hereto as exhibits).  All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Parent, as of the date hereof:

5.1Organization and Good Standing.  (a)  Each of Seller and the Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.  The Company has full power and authority to own, lease and operate its assets, properties and rights and to carry on its business as now conducted.  The Company is duly qualified or licensed to do business in each jurisdiction in which the character of the assets owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.  Schedule 5.1(a) sets forth the Company’s authorized capital stock, the Company’s issued and outstanding capital stock and the record and beneficial owner of all issued and outstanding capital stock of and other ownership interest in the Company.

(b)Schedule 5.1(b) sets forth a complete and accurate list of each Subsidiary of the Company, setting forth for each (i) the type of entity, (ii) the jurisdiction of its organization, (iii)

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the amount of capital stock or other ownership interest that is authorized, that is issued and that is outstanding, and (iv) the record and beneficial owner of all the issued and outstanding capital stock or other ownership interest.  Each Subsidiary of the Company and Circle K Licensing is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has full power and authority to own, lease and operate its assets, properties and rights and to carry on its business as now conducted.  Each Subsidiary of the Company and Circle K Licensing is duly qualified or licensed to do business in each jurisdiction in which the character of the assets owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c)The certificate of incorporation and by-laws (or equivalent organizational documents) of the Company, each of its Subsidiaries and Circle K Licensing are in full force and effect.  Neither the Company nor any of its Subsidiaries nor Circle K Licensing is in violation of any of the provisions of the their respective organizational documents.

5.2Authorization.  Seller has full corporate power, authority and legal capacity to execute and deliver this Agreement and each Transaction Document to which it is or will be a signatory, and to perform fully its obligations hereunder and thereunder.  The execution, delivery and performance by Seller of this Agreement and each Transaction Document to which it is or will be a signatory has been (in the case of this Agreement) or shall be (in the case of each Transaction Document), on or prior to the Closing Date, duly authorized by all necessary corporate action on the part of Seller, and no other action on the part of Seller or its shareholders is necessary to authorize the execution, delivery or performance by Seller of this Agreement or the Transaction Document to which it is or will be a signatory.  This Agreement has been, and each other Transaction Document to which Seller is to be a party will be, duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Seller is to be a party, when so executed and delivered, will constitute, legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms.

5.3Ownership of Capital Stock.  (a)  The Company Shares have been duly authorized and validly issued, are fully paid and non-assessable and represent all of the issued and outstanding shares of the Company.  Seller owns and has good and valid title to the Company Shares, free and clear of all Liens.

(b)Except as set forth in Schedule 5.1(b), all of the outstanding shares of capital stock of, or other ownership interests in, each Subsidiary owned by the Company are duly authorized and validly issued, are fully paid and non-assessable and represent all of the issued and outstanding shares of capital stock, or other ownership interests, of such Subsidiary.  The Company owns all such shares (or other ownership interests) free and clear of all Liens.  Through one of its Subsidiaries, the Company is the owner and holder of record of, with good and valid title to, 48.78% of the outstanding shares of the capital stock of Circle K Licensing and such shares are duly authorized and validly issued, are fully paid and non-assessable and are free and clear of all Liens.

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(c)Except as set forth in Schedules 5.1(a) or 5.1(b), there is no issued or outstanding capital stock or other ownership interest of the Company, any of its Subsidiaries or Circle K Licensing.  There are no authorized or outstanding Options or other agreements, securities or commitments of any nature whatsoever obligating the Company or its Subsidiaries or Circle K Licensing to issue, deliver or sell, or cause to be issued, delivered or sold, any authorized or outstanding shares of the capital stock of (or other ownership interests in), or any securities convertible into or exchangeable for shares of capital stock of (or other ownership interests in), the Company or its Subsidiaries or Circle K Licensing or obligating the Company or its Subsidiaries or Circle K Licensing to grant, extend or enter into any such agreement or commitment.  Except as set forth in Schedules 5.1(a) or 5.1(b), there are no voting trusts, pre-emptive rights, drag-along rights, tag-along rights, rights of first refusal or negotiation, or similar rights of any Person of any character, relating to the issued or unissued capital stock or other ownership interests of the Company or of any of its Subsidiaries or Circle K Licensing.

(d)Upon the delivery of and payment for the Company Shares at the Closing as provided for in this Agreement, the stock powers to be executed and delivered by Seller to Purchaser will be legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms.

5.4Conflicts; Consents.  (a)  Subject to receipt of the consents, approvals and waivers set forth in Schedule 5.4(a), neither the execution and delivery by Seller of this Agreement or of the Transaction Documents to which it is or will be a party, nor the consummation of the transactions contemplated hereby or thereby, nor the compliance by Seller with any of the provisions hereof or thereof will (i) conflict with or result in the breach of any provision of the certificate of incorporation or by-laws or other organizational documents of Seller, the Company or any of the Company’s Subsidiaries, (ii) conflict with, violate, result in the breach or termination of, or constitute a default or give rise to any right of termination or acceleration or right to increase the obligations or otherwise modify the terms under any Material Contract or any lease pertaining to Leased Real Properties, (iii) give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any permit, license, franchise registration or other similar permit (or any pending applications or renewals with respect thereto) or (iv) result in the creation of any Lien (other than any Lien in favor of Purchaser) upon any of the assets of Company or any of its Subsidiaries except, in the case of clauses (ii), (iii) and (iv), for such conflicts, violations, breaches, terminations, defaults, rights or Liens which will not have a Material Adverse Effect.

(b)Other than the filing with the U.S. Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice of a premerger notification and report form as required by HSR Act, and except as set forth in Schedule 5.4(b), no consent, approval or authorization of, permit from, or declaration, filing or registration with, any Governmental Body is required to be made or obtained by Seller or its respective Affiliates in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except where the failure to obtain such consent, approval, authorization or permit, or to make such declaration, filing or registration, would not have a Material Adverse Effect.

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5.5Financial Statements.  (a)  The audited combined consolidated financial statements attached hereto as Schedule 5.5(a) (the “2002 Financial Statements”) present fairly in conformity with GAAP the consolidated financial condition of the Company and its Subsidiaries at, and the Company’s and its Subsidiaries’ results of operations and changes in financial condition for, the year ended December 31, 2002, in each case assuming that certain sites had been combined with the Company as described in the footnotes to the 2002 Financial Statements.

The unaudited pro forma statement of income and balance sheet of the Company and its Subsidiaries included in the footnotes to the 2002 Financial Statements have been derived and properly compiled from the 2002 Financial Statements to give effect to the adjustments therein provided.

(b)The unaudited financial statements attached hereto as Schedule 5.5(b) (the “June 30 Financial Statements”) have been prepared in conformity with GAAP and present fairly the financial condition of the Company and its Subsidiaries at, and the Company’s and its Subsidiaries’ results of operations and changes in financial condition for, the six months ended, June 30, 2003, in each case assuming that certain sites had been combined with the Company as described in the footnotes to the June 30 Financial Statements.

The unaudited pro forma statement of income and balance sheet of the Company and its Subsidiaries included in the footnotes to June 30 Financial Statements have been derived and properly compiled from the June 30 Financial Statements to give effect to the adjustments therein provided.

(c)The September 30 Financial Statements, when delivered, will have been prepared in conformity with GAAP and will present fairly the financial condition of the Company and its Subsidiaries at, and the Company’s and its Subsidiaries’ results of operations and changes in financial condition for, the nine months ended, September 30, 2003, in each case assuming that certain sites had been combined with the Company as described in the footnotes to the September 30 Financial Statements.

The unaudited pro forma statement of income and balance sheet of the Company and its Subsidiaries to be included in the footnotes to September 30 Financial Statements will have been derived and properly compiled from the September 30 Financial Statements to give effect to the adjustments therein provided.

(d)The historical monthly financial data and store profit and loss statements previously made available to Parent were prepared by the Company in the ordinary course of business for management purposes, except as noted therein.

5.6Ordinary and Usual Course of Business; Material Adverse Effect; Material Tax Elections.  Except as contemplated by this Agreement (including Sections 7.5, 7.6 and 7.7) or set forth in Schedule 5.6, between December 31, 2002 and the date hereof, the Company and its Subsidiaries have conducted their business in the ordinary course of business, and there has been no Material Adverse Effect.  Without limitation of the foregoing, between January 1, 2003 and the date hereof, the Company has not made any material Tax election or taken any other action having a similar result.

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5.7Taxes.  Except as disclosed in Schedule 5.7 of this Agreement:

(a)Each of the Company and its Subsidiaries has filed (or been included in) all income Tax Returns and all other material Tax Returns required to be filed with respect to it with the appropriate Governmental Body.  To the Knowledge of Seller, each such Tax Return is true, correct and complete in all material respects.  All material Taxes shown thereon to be due and payable have been paid.  To the Knowledge of Seller, no material adjustments relating to such Tax Returns have been proposed formally or informally by any Governmental Body.

(b)The Company and its Subsidiaries have not (and Seller has not, on their behalf) (i) waived any statute of limitations in respect of Taxes, (ii) agreed to any extension of time with respect to a Tax assessment or deficiency, or (iii) executed any closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof, or any similar provision of state or local law.

(c)The Company and its Subsidiaries have not received written notice that they are being audited by any taxing authority, and to the Knowledge of Seller, there are no claims or assessments pending against the Company or any of its Subsidiaries and there are no threatened actions or proceedings, in each case for the assessment or collection of any material alleged deficiencies in Taxes.  Set forth in Schedule 5.7(c) of this Agreement is a complete list of the income and other Tax Returns filed by the Company or any of its Subsidiaries (or filed by Seller on their behalf) pursuant to the laws or regulations of any federal, state, local or foreign Tax authority that have been audited by the IRS or other appropriate authority with respect to an adjustment in excess of $1,000,000 during the preceding five years (or three years with respect to all Tax Returns other than income Tax Returns).  To the Knowledge of Seller, no changes proposed by a taxing authority in any such audit during such five (or three) year period (other than changes resulting from each such examination or audit disclosed in Schedule 5.7) reasonably can be expected to materially affect the amount of Tax liability for the Company or its Subsidiaries in the future.  Except as set forth on Schedule 5.7(c) of this Agreement, all agreed upon deficiencies as a result of such audits have been paid or finally settled.  The period during which any assessment against the Company or any of its Subsidiaries may be made by the IRS or other appropriate authority has expired without waiver or extension for the years set forth on Schedule 5.7(c) for each such authority.

(d)Each of the Company and its Subsidiaries has withheld from any amount paid or credited by it to or for the account or benefit of any Person, including any employees, directors and non-resident Persons, the amount of all material Taxes and other deductions required by any Applicable Laws to be withheld from any such amount and has remitted all such withheld amounts that are due and payable to the appropriate Governmental Body.

(e)To the Knowledge of Seller, no claim has ever been made by any authority in a jurisdiction where neither the Company nor any of its Subsidiaries (nor Seller, on their behalf) files Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction.

(f)There are no Liens (aside from Permitted Liens) with respect to any material Taxes upon any of the assets and properties of the Company or the Subsidiaries.

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(g)Seller is not a “foreign person” as that term is used in § 1.1445-2 of the United States Treasury Regulations promulgated under the Code.

(h)To the Knowledge of Seller, none of the properties owned by the Company or any of its Subsidiaries is property that is required to be treated as owned by any other Person pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, as in effect immediately prior to the enactment of the Tax Reform Act of 1986 or is “tax-exempt use property” within the meaning of Section 168(h) of the Code.

(i)Neither the Company nor any of its Subsidiaries is a party to a tax sharing agreement or similar arrangement relating to a material amount of Taxes.

(j)Neither the Company nor any of its Subsidiaries has agreed, and none is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state or local law by reason of a change in accounting method initiated by it or any other relevant party, none has any knowledge that the IRS has proposed any such adjustment or change in accounting method, and there is no application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or properties of the Company or any of its Subsidiaries.

(k)Neither the Company nor any of its Subsidiaries has made any payments, is obligated to make any payments, or is a party to any Contract that under any circumstances could obligate it to make payments with respect to the transaction contemplated herein, in each case that would not be deductible under Section 280G of the Code.

5.8Real Property.  (a)  Schedule 5.8(a)(i) sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries, other than real property included in the Excluded Assets.  Schedule 5.8(a)(ii) sets forth a true and complete list of all additional real property that will be owned by the Company or any of its Subsidiaries as of Closing (together with the real property listed on Schedule 5.8(a)(i), the “Owned Real Properties”).

(b)Except as set forth on Schedule 5.8(b), the Company or one of its Subsidiaries has, or as of Closing will have, good and marketable title to each of the Owned Real Properties, in each case, free and clear of all Liens other than Permitted Liens.

(c)Schedule 5.8(c)(i) sets forth a true and complete list of all real property leased by the Company or any of its Subsidiaries, other than leased real property included in the Excluded Assets.  Schedule 5.8(c)(ii) sets forth a true and complete list of all additional real property that will be leased by the Company or any of its Subsidiaries as of Closing (together with real property listed on Schedule 5.8(c)(i), the “Leased Real Properties”).

(d)Except as set forth on Schedule 5.8(d): (i) the Company or one of its Subsidiaries has, or as of Closing will have, a valid and subsisting leasehold estate in, as lessee for the full term of the lease thereof, each of the Leased Real Properties; and (ii) the Company’s or its Subsidiaries’ leasehold interests in the Leased Real Properties are free and clear of all Liens, other than Permitted Liens.

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(e)Except as set forth on Schedule 5.8(a)(i) or 5.8(a)(ii), at Closing, the Company and its Subsidiaries will operate a network comprising no less than one thousand six hundred and sixty-three (1,663) convenience store retail outlets (“Stores”) under the trade name Circle K in sixteen (16) states of the United States of America, of which no less than one thousand four hundred and thirty eight (1,438) sell gasoline and other petroleum products, no less than one thousand six hundred and sixteen (1,616) sell beer, no less than one thousand four hundred and eighty-eight (1,488) sell wine, no less than four hundred and six (406) sell liquor, no less than one thousand five hundred and forty-eight (1,548) are equipped with ATM Machines and no less than five hundred and fifty-one (551) are equipped with inventory scanning equipment.

5.9Tangible Personal Property.  The Company and each of its Subsidiaries has or as of Closing will have, sufficiently good and valid title to, or an adequate leasehold interest in, the material tangible personal properties and assets necessary to allow them to conduct their business as and where currently conducted.  Such material tangible personal assets and properties are sufficiently free of Liens, other than Permitted Liens, to allow the Company and its Subsidiaries to conduct their business as currently conducted and, subject to the receipt of the consents, approvals and waivers set forth in Section 5.4(a), the consummation of the transactions contemplated hereby will not alter or impair such ability in any material respect.

5.10Intellectual Property.  (a)  Schedule 5.10(a)(i) sets forth a complete and accurate list of all registered trademarks and service marks, and applications to register the foregoing, that are owned by the Company or one of its Subsidiaries.  Schedule 5.10(a)(ii) sets forth a complete and accurate list of all additional registered trademarks and service marks, and applications to register the foregoing, that as of Closing will be owned by the Company or one of its Subsidiaries (together with the items listed on Schedule 5.10(a)(i), the “Trademarks”).  All registrations with and applications to Governmental Bodies in respect of the Trademarks are valid and in full force and effect.

(b)To the Knowledge of Seller, except as set forth in this Agreement, the other Transaction Documents or Schedule 5.10(b) and except as would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries have, or as of Closing will have, the exclusive right to use each Trademark as it is currently being used with the goods and services set forth in the certificate of registration or application for registration for such Trademark, and the consummation of the transactions contemplated hereby will not alter or impair any such rights.

(c)All Trademarks are currently active and are in compliance with all Applicable Laws (including, the timely post-registration filing of affidavits of use and incontestability and renewal applications), are valid and enforceable, are not subject to any filing fees, maintenance fees, annuities or Taxes or actions falling due within ninety (90) days after the Closing Date and are registered in those jurisdictions in which they are used.  To the Knowledge of Seller, (i) no Trademark is now involved in any opposition, invalidation, cancellation or other Legal Proceeding and, to the Knowledge of Seller, no such Legal Proceeding is threatened with respect to any of the Trademarks, (ii) there is no trademark or trademark application of any other Person that potentially interferes with or affects the Company’s and its Subsidiaries’ use of and desired use of the Trademarks, (iii) no Trademark is infringed or is being challenged as invalid or unenforceable or otherwise threatened in any way, (iv) none of the Trademarks infringes or is

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alleged to infringe any trade name, trademark or service mark of any other Person and (v) all products and materials used under or in connection with a Trademark bear the proper federal registration notice where permitted by Applicable Law.

(d)Except as set forth in Schedule 5.10(a)(i) or 5.10(a)(ii), (i) Seller owns no intellectual property, other than the trademarks licensed to the Company and its Subsidiaries pursuant to the Transaction Documents, that is materially necessary for the conduct of the Company’s and its Subsidiaries’ business and (ii) the Company and its Subsidiaries now have, and upon consummation of the transactions contemplated hereby will continue to have, all rights in to and under the Trademarks, including the goodwill represented thereby.

(e)At Closing, the Oracle platform of the Company will continue to be capable (i) to operate the business of the Company and its Subsidiaries to the same extent operated prior to the Closing and (ii) to produce Store profit and loss statements and financial statements per division and on a consolidated basis as the same were produced prior to Closing.

5.11Contracts.  (a)  Schedule 5.11(a) lists each of the Contracts (other than Contracts referred to in Section 5.12) to which the Company or any of its Subsidiaries is party or by which the Company or any of its Subsidiaries is bound (together with the parties to each such Contract and the date thereof) (i) that involves payment or other obligations subsequent to the Closing Date of more than $1,000,000 per year or (ii) of which termination would be reasonably likely to have a Material Adverse Effect, (iii) which materially restricts the Company or any of its Subsidiaries from engaging in any business activity anywhere in the world or materially limits the individuals who may be solicited for employment or employed by the Company or its Subsidiaries, (iv) is a Contract with respect to indebtedness for borrowed money, (v) is a partnership, joint venture or other Contract with respect to the sharing of profits or losses of a partnership or joint venture, (vi) is in the nature of securitizations, synthetic leases, or similar structured financings, in each case provided off-balance sheet financing or (vii) providing for the exclusive purchasing of goods or services (collectively, the “Material Contracts”).  Schedule 7.7 lists each of the Additional Material Contracts (together with the parties to each such Contract and the date thereof).

(b)Except as specified in Schedule 5.11(b), and other than any such failure, breach, default, or waiver, as applicable, which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect, (i) each of the Material Contracts is valid, binding, in full force and effect, and enforceable by the Company or its Subsidiary that is a party thereto in accordance with its terms, (ii) neither the Company nor its Subsidiaries is in breach or default in any material respect under any of the Material Contracts, nor has any event occurred that, with the passage of time or the giving of notice or both, would constitute a breach or default in any material respect, (iii) neither the Company nor its Subsidiaries has waived any material rights under any of the Material Contracts or modified any material terms thereof and (iv) to the Knowledge of Seller, no other party to any Material Contract is in breach or default in any material respect thereunder nor has any event occurred that, with the passage of time or the giving of notice or both, would constitute a breach or default in any material respect.

(c)Except as specified in Schedule 5.11(c), and other than any such failure, breach, default, or waiver, as applicable, which, individually or in the aggregate, would not be

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reasonably likely to have a Material Adverse Effect, and in each case assuming that the transactions contemplated by Section 7.7 have been fully consummated and that the consents set forth on Schedule 5.4(a) have been obtained, as of Closing: (i) to the Knowledge of Seller, each of the Additional Material Contracts will be valid, binding, in full force and effect, and enforceable by the Company or its Subsidiary that is a party thereto in accordance with its terms, (ii) neither the Company nor its Subsidiaries will be in breach or default in any material respect under any of the Additional Material Contracts, nor has any event occurred that, with the passage of time or the giving of notice or both, would constitute a breach or default in any material respect, (iii) neither the Company nor its Subsidiaries will have waived any material rights under any of the Additional Material Contracts or modified any material terms thereof and (iv) to the Knowledge of Seller, no other party to any Additional Material Contract will be in breach or default in any material respect thereunder, nor has any event occurred that, with the passage of time or the giving of notice or both, would constitute a breach or default in any material respect.

5.12Employee Benefits.  (a) Schedule 5.12(a) sets forth a complete and correct list of all material Benefit Plans maintained by the Company or any of its Subsidiaries with respect to Company Employees as of the Closing Date (the “Company Plans”) or maintained by Seller in respect of which the Company Employees participate (the “Seller Plans”, and together with the Company Plans, the “Employee Benefit Plans”).  None of the Employee Benefit Plans listed on Schedule 5.12(a) is a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer” plan within the meaning of Section 4064 of ERISA.  Neither the Company nor its Subsidiaries nor any ERISA Affiliate contributes to, has any liability with respect to or is obligated to contribute to any multiemployer plan, within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA, with respect to which Parent, Purchaser, the Company or any of its Subsidiaries would be reasonably be expected to have liability.  True, correct and complete copies of the following documents with respect to each of the Company Plans have been made available to Purchaser: (i) any plans and related trust documents and all amendments thereto, (ii) the most recent Forms 5500 and schedules thereto and (iii) the most recent summary plan description.

(b)None of the Company Plans is subject to Title IV or Section 302 of ERISA or Section 412 of the Code (“Defined Benefit Plan”).  Neither Seller, the Company or its Subsidiaries nor any entity which is under common control with Seller, the Company or any of its Subsidiaries with the meaning of Section 4001(b) of ERISA (each an “ERISA Affiliate”), at any time during the five years preceding the date hereof, terminated or withdrawn from a Defined Benefit Plan with respect to which Parent, Purchaser or the Company would be reasonably be expected to have liability.

(c)There are no pending or, to the Knowledge of Seller, threatened Legal Proceedings, which have been asserted or instituted against any of the Company Plans, or the assets of any such plan with respect to the operation of any such plan (other than routine claims for benefits).

(d)Except for such instances of noncompliance, which would not, individually or in the aggregate, have a Material Adverse Effect, each of the Company Plans has been maintained and administered in accordance with the terms and provisions of such plan and Applicable Law and, as of the date of this Agreement, all required contributions with respect to such Company Plans have been made.

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(e)Except as required by Section 4980B of the Code, no Company Plan provides medical or death benefits (whether or not insured) with respect to Company Employees or former employees of the Company or any of its Subsidiaries beyond their retirement or other termination of employment.

(f)Each Company Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter as to such qualification, has been amended to meet the requirements of such section application since such determination and a determination letter request has been filed within the remedial amendment period, or remains within the remedial amendment period for such amendments.

(g)With respect to each Company Plan, except for instances which would not, individually or in the aggregate, have a Material Adverse Effect, no “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred with respect to which the Company or any of its Subsidiaries or any Company Plan may be liable or otherwise damaged.

(h)No benefit under any Company Plan will be established or become accelerated, vested or payable by reason of any transaction contemplated by this Agreement or any of the Transaction Documents.

(i)As of immediately prior to the Closing, the Company and its Subsidiaries will have no employees other than Company Store Employees, and will have neither severance liability nor any liability under or pursuant to Seller Plans to Seller Affiliate Employees, including those Seller Affiliate Employees who became Company Employees pursuant to Article IX, as a result of the termination of their employment by Seller.

5.13Labor.  Except as set forth on Schedule 5.13:

(a)Neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement.

(b)Except as reported in the footnotes to the 2002 Financial Statements, there are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against the Company or any of its Subsidiaries which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(c)No labor union has been certified by a relevant labor relations authority, to the extent applicable, as bargaining agent for any of the Company Employees and no union organizing or decertification activities are underway or, to the Knowledge of Seller, threatened.

(d)Except as set forth on Schedule 5.13(d), since January 1, 2000, neither the Company nor any of its Subsidiaries has effectuated any plant closing or mass layoff of employees that could implicate any Applicable Laws requiring notice of plant closings or layoffs, including the Worker Adjustment and Retraining Notification Act and any similar state or local Applicable Law.

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5.14Litigation.  (a)  There is no Legal Proceeding pending or, to the Knowledge of Seller, threatened against Seller which, individually or in the aggregate, directly or indirectly, would reasonably be likely to have a material adverse effect on Seller’s ability to effect the transactions contemplated herein or in any of the other Transaction Documents, nor is there any outstanding judgment, decree or injunction, in each case against Seller, or any statute, rule or order of any Governmental Body applicable to Seller which has or would reasonably be likely to have, individually or in the aggregate, a material adverse effect on Seller’s ability to complete the transactions contemplated herein or in any of the other Transaction Documents.

(b)Schedules 5.14(b) and 5.15. set forth a true, correct and complete list of all pending or, to the Knowledge of Seller, threatened Legal Proceedings in which the Company or any of its Subsidiaries is a party and which would be reasonably likely to have a Material Adverse Effect.

5.15Compliance.  (a)  The Company, its Subsidiaries and Circle K Licensing are in compliance with all Applicable Laws and all permits, licenses, franchises, registrations, consents and approvals issued by Governmental Bodies, except to the extent that failure to comply would not, individually or in the aggregate, have a Material Adverse Effect or as set forth on Schedule 5.15.  Neither the Company nor any of its Subsidiaries has received any notice asserting a failure, or possible failure, to comply with any such Applicable Laws or any such permits, licenses, franchises, registrations, consents and approvals, the subject of which notice has not been resolved as required thereby or otherwise to the satisfaction of the party sending the notice, except for such failure as would not, individually or in the aggregate, have a Material Adverse Effect or as set forth on Schedule 5.15.  For purposes of this Section 5.15, the term “Applicable Laws” shall be deemed to exclude all Environmental Laws.

(b)Except as would not have a Material Adverse Effect, the Company, its Subsidiaries and Circle K Licensing validly hold all permits, licenses, franchises, registrations, consents or approvals issued by Governmental Bodies necessary or appropriate for the use of the Company’s and its Subsidiaries’ assets and properties or the operation of their business and each of which is valid, subsisting and in good standing and none of which is being breached of violated by the Company, its Subsidiaries or Circle K Licensing.

5.16Insurance.  As of the Closing, the Company and its Subsidiaries will not have any insurance other than insurance, if any, required by Applicable Law to be subscribed directly by the Company or its Subsidiaries.

5.17Brokers.  Except for those Persons whose fees and expenses shall be the sole responsibility of Seller, no Person has acted directly or indirectly as a broker, finder or financial advisor for Seller in connection with the negotiations relating to, or the transactions contemplated by, the Transaction Documents, and no Person is entitled to any fee or commission or like payment in respect thereof, based in any way on any agreement, arrangement or understanding made by or on behalf of Seller.

5.18Absence of Certain Business Practices.  Except as would not have a Material Adverse Effect, none of the Company, its Subsidiaries or any of their respective directors, officers, agents or employees has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful

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payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (iii) made any other payment in violation of Applicable Law.

5.19Affiliate Transactions.  At the Closing, except for the Transaction Documents, there will be no liabilities or Contracts between the Company or any of its Subsidiaries, on the one part, and Seller or any of its Affiliates (other than the Company and its Subsidiaries) or any current officer or director of Seller or any of its Affiliates (other than the Company and its Subsidiaries), on the other part.

5.20Circle K Licensing.  Circle K Licensing carries on no activity or business of any sort other than the holding of beer and wine licenses (and other activities associated therewith) for retail outlets of the Company and its Subsidiaries located in the state of Texas.

5.21Retail Outlets and Franchises.

(a)Schedule 5.21(a) constitutes a true, complete and accurate list of all retail outlets, whether located on Leased Real Properties or Owned Real Properties which will be operated by the Company and its Subsidiaries at Closing.

(b)Schedule 5.21(b) constitutes a true, complete and accurate list of all franchisees (showing name of franchisee, date of entering into the franchise agreement, date of expiry of the franchise agreement, percentage of royalties and location of the franchised store) of the Company and its Subsidiaries in the United States of America.

(c)Schedule 5.21(c) constitutes a true, complete and accurate list of all franchisees (showing name of franchisee, date of entering into the franchise agreement, date of expiry of the franchise agreement, percentage of royalties and location of the franchised store) of the Company and its Subsidiaries outside the United States of America.

(d)Schedule 5.21(d) constitutes a true, complete and accurate list of all the stores (showing location) which will be franchised at Closing by the Company or one of its Subsidiaries to Seller or one of its Affiliates (other than the Company and its Subsidiaries).

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Except for the representations and warranties contained in Article V of this Agreement, none of Seller, any of its Affiliates, their respective officers, directors, employees, agents, representatives, or any other Person, has made, makes or shall be deemed to have made or to make any representation or warranty to Parent or Purchaser, express or implied, at law or in equity, on behalf of Seller or any of its Affiliates, regarding the Company, the Company Shares, the transactions contemplated hereby or otherwise.  Except for the representations and warranties contained in Article V of this Agreement, Seller hereby disclaims, and neither Parent nor Purchaser may rely on, any such representation or warranty whether by Seller, any of its Affiliates, any of their respective officers, directors, employees, agents, representatives or any other Person, notwithstanding the delivery or disclosure (whether in writing or orally) to Parent or Purchaser or any of their officers, directors, employees, agents or representatives or any other Person of any information, documents or material, including, without limitation, projections, estimates or budgets, by Seller, any of its Affiliates, any of their respective officers, directors, employees, agents, representatives or any other Person.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PARENT

Parent hereby represents and warrants to Seller, as of the date hereof:

6.1Organization and Good Standing.  Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

6.2Authority.  (a) Parent has full corporate power, authority and legal capacity to execute and deliver this Agreement and each Transaction Document to which it is or will be a signatory, and to perform fully its obligations hereunder and thereunder.  The execution, delivery and performance by Parent of this Agreement and of each Transaction Document to which it is or will be a signatory has been (in the case of this Agreement) or shall be (in the case of the Transaction Documents), on or prior to the Closing Date, duly authorized by all necessary corporate action, and no other action on the part of Parent or Parent’s shareholders is necessary to authorize the execution, delivery or performance by Parent of this Agreement or the Transaction Documents to which it is or will be a signatory.  This Agreement has been, and each Transaction Document to which Parent is to be a party will be, duly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each Transaction Document to which Parent is to be a party, when so executed and delivered, will constitute, legal, valid and binding obligations of Parent, enforceable against Parent in accordance with their terms.

(b)Purchaser has full corporate power, authority and legal capacity to execute and deliver each Transaction Document to which it will be a signatory, and to perform fully its obligations thereunder.  The execution, delivery and performance by Purchaser of each Transaction Document to which it will be a signatory shall be, on or prior to the Closing Date, duly authorized by all necessary corporate action.  Each Transaction Document to which Purchaser is to be a party will be duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery by the other parties thereto, when so executed and

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delivered, will constitute, legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms.

6.3Conflicts; Consents.  (a)  Neither the execution and delivery by Parent of this Agreement nor the execution and delivery by Parent and Purchaser of each Transaction Documents to which Parent or Purchaser will be a party nor the consummation of the transactions contemplated hereby or thereby nor the compliance by Parent or Purchaser with any of the provisions hereof or thereof will (i) conflict with or result in the breach of any provision of the certificate of incorporation or by-laws or other organizational documents of Parent or Purchaser or (ii) conflict with, violate, result in the breach or termination of, or constitute a default or give rise to any right of termination or acceleration or right to increase the obligations of or otherwise modify the terms under, any material lease or Contract to which Parent or Purchaser or any of their Affiliates is a party or by which it or any of their respective properties or assets is bound or subject.

(b)Other than the filing with the U.S. Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice of a premerger notification and report form as required by the HSR Act, no consent, approval or authorization of, permit from, or declaration, filing or registration with, any Governmental Body is required to be made or obtained by Parent, Purchaser or their Affiliates in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

6.4Litigation.  There is no Legal Proceeding pending or, to the knowledge of Parent, threatened against Parent or Purchaser which, individually or in the aggregate, directly or indirectly, would reasonably be likely to have a material adverse effect on Parent’s or Purchaser’s ability to effect the transactions contemplated herein or in any of the Transaction Documents, nor is there any outstanding judgment, decree or injunction, in each case against Parent or Purchaser, or any statute, rule or order of any Governmental Body applicable to Parent or Purchaser which has or would reasonably be likely to have, individually or in the aggregate, a material adverse effect on Parent’s or Purchaser’s ability to complete the transactions contemplated herein or in any of the other Transaction Documents.

6.5Brokers.  Except for those Persons whose fees and expenses shall be the sole responsibility of Parent or an Affiliate thereof, no Person has acted directly or indirectly as a broker, finder or financial advisor for Parent or Purchaser in connection with the negotiations relating to, or the transactions contemplated by, the Transaction Documents and no Person is entitled to any fee or commission or like payment in respect thereof based in any way on any agreement, arrangement or understanding made by or on behalf of Parent or Purchaser.

6.6Financing Commitments.  (a) Parent has received (i) debt commitments (the “Debt Commitment”), duly executed by the Lenders and Parent, (ii) a subscription agreement (the “Equity Commitment”), duly executed by the Equity Investors and (iii) an equity backstop (the “Equity Backstop”) with respect to the Equity Commitment, duly executed by National Bank Financial Inc.  A true and correct copy of the Debt Commitment is attached hereto as Exhibits 6.6(i).  A true and correct copy of the Equity Commitment in the form signed by the Equity Investors for an aggregate amount of C$223,600,000 is attached hereto as 6.6(ii).  A true and correct copy of the Equity Backstop is attached hereto as Exhibits 6.6(iii).  Parent shall

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execute the Equity Commitment no later than the first Business Day following the execution hereof.

(b)The Debt Commitment, Equity Commitment and Equity Backstop are in full force and effect.  Parent is aware of no reason within its control why the conditions set forth therein would not be satisfied in a timely manner.  The funds to be provided pursuant to the Debt Commitment and Equity Commitment (or, in the event that all or part of the Equity Commitment is no longer available, the Equity Backstop) will be sufficient to pay the Adjusted Cash Consideration.

6.7Acquisition of the Company Shares for Investment; Ability to Evaluate and Bear Risk.  Parent is causing Purchaser to acquire the Company Shares for investment and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Company Shares.  Parent agrees that the Company Shares may not be sold, transferred, offered for sale, pledged or otherwise disposed of by Purchaser without registration under the Securities Act of 1933, as amended, except pursuant to an exemption from such registration available under such Act, and without compliance with state or foreign securities laws, in each case, to the extent applicable.

6.8Acknowledgement of Limitations of Warranties.  Parent is an informed and sophisticated participant in the transactions contemplated hereby and has undertaken such investigation, and has been provided with and has evaluated such documents and information, as it has deemed necessary in connection with the execution, delivery and performance of this Agreement.  Parent hereby acknowledges and agrees to the limitations on the representations and warranties it is receiving and on which it is relying as specified in the last paragraph of Article V.

ARTICLE VII

COVENANTS OF SELLER AND PURCHASER

7.1Access to Properties and Records.  (a)  After the date of this Agreement, Seller shall afford to representatives of Parent reasonable access, during normal business hours and consistent with Applicable Laws, to officers, directors and other key personnel of the Company, its Subsidiaries and Circle K Licensing, the offices of the Company, its Subsidiaries and Circle K Licensing and to their respective properties (including the real property included in the Additional Assets and excluding the real property included in the Excluded Assets), books and records; provided, however, that such access shall be at reasonable times and upon reasonable prior written notice and shall not unreasonably disrupt the personnel and operations of the Company and its Subsidiaries.  All requests for access to such Persons, offices, properties, books, and records shall be made to such of Seller’s representatives as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder.

(b)Any information provided to Parent, or its representatives in accordance with Section 7.1(a) or otherwise pursuant to this Agreement shall be held by Parent and its representatives in accordance with, and shall be subject to, the terms of the Confidentiality Agreement.

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(c)Following the Closing Date, Parent agrees to (and shall cause Purchaser, the Company and their respective Subsidiaries to) afford Seller’s representatives reasonable access, during normal business hours and consistent with Applicable Laws, to the offices of the Company and its Subsidiaries and to their respective properties, books and records with respect to periods ending on or prior to the Closing Date, to the extent that such access may be requested for any legitimate purpose (including for the purpose of disputing the statements and calculations described in Section 3.3(c) and for purposes of Articles VIII and XII) at no cost to Seller (other than for reasonable out-of-pocket expenses); provided, however, that such access shall be at reasonable times and upon reasonable prior written notice and shall not unreasonably disrupt the personnel and operations of the Company and its Subsidiaries.  Nothing herein shall limit any of Seller’s rights of discovery.

(d)Parent agrees to cause Purchaser to hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of five (5) years from the Closing Date or such longer time as may be required by Applicable Laws, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Seller; provided, that Purchaser may at any time offer such books and records in writing to Seller and if Seller does not notify Purchaser in writing that it desires to obtain such books and records within sixty (60) days thereafter or does not arrange for the transportation of such books and records to Seller, at Seller’s sole cost and expense, within ninety (90) days thereafter, Purchaser may destroy or dispose of such books and records.

7.2Conduct of Business.  From the date of this Agreement through the Closing, except as set forth in Schedule 7.2 or otherwise contemplated by this Agreement (including, without limitation, Sections 7.5, 7.6 and 7.7) or any Transaction Document and except as consented to by Parent (which consent shall not be unreasonably withheld or delayed), Seller shall cause the Company, its Subsidiaries and Circle K Licensing to:

(a)operate the business of the Company and its Subsidiaries in all material respects in the ordinary course of business;

(b)not make or revoke any material Tax election or file Tax Returns on a basis inconsistent with those prepared for prior taxable periods unless different treatment of any item is required by any intervening change in Applicable Law;

(c)not amend the certificate of incorporation, by-laws or comparable governing documents of the Company or any of its Subsidiaries;

(d)not sell or agree to issue or sell (i) any shares of capital stock of (or other ownership interests in) the Company or any of its Subsidiaries or (ii) any Options with respect to any shares of capital stock of the Company or any of its Subsidiaries;

(e)except in the ordinary course of business, not (i) sell, transfer or otherwise dispose of any of the material assets of the Company and its Subsidiaries or (ii) create any new Lien on the properties or assets of the Company and its Subsidiaries;

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(f)not (i) increase the annual salary or hourly wage rate payable to any of the Company Employees, except for increases in the ordinary course of business, (ii) enter into any contracts of employment involving annual base compensation in excess of $100,000 (other than contracts terminable by Purchaser without liability immediately following the Closing) or (iii) amend in any material respect any of the Company Plans, other than to transfer sponsorship (including any related assets and liabilities) of any Company Plan to Seller;

(g)not make any capital expenditures except in the ordinary course of business to satisfy its obligations under Section 7.9;

(h)except in the ordinary course of business or in connection with a lease pursuant to clause (i) below, not incur any indebtedness for borrowed money;

(i)not enter into any lease for new equipment with a present value in excess of $500,000;

(j)not enter into any joint venture, partnership or other similar arrangement;

(k)not purchase any securities of any Person (other than short term cash investments); and

(l)not enter into any Contract to take any of the actions prohibited by any of the foregoing clauses.

7.3Efforts.  (a)  Each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated hereby and to cooperate with the other in connection with the foregoing, including using its reasonable best efforts (i) to obtain all necessary waivers, consents and approvals from other parties to Material Contracts or Additional Material Contracts, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any Applicable Law, including the expiration or early termination of the waiting period under the HSR Act, (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby, (iv) to effect all registrations and filings, if any, necessary to consummate the transactions contemplated hereby, and (v) to fulfill all conditions to this Agreement; provided, however, with respect to any Material Contracts or Additional Material Contracts, except as otherwise provided herein, if such waivers, consents, approvals and authorizations cannot be obtained, the parties shall, to the extent practicable, enter into alternative arrangements that result in Purchaser receiving all the benefits and bearing all the costs, liabilities and burdens with respect to any such Material Contracts or Additional Material Contracts until such time as such consent, approval or authorization has been obtained.  Seller and Parent further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be.

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(b)Parent shall exercise its reasonable best efforts to avoid and eliminate any impediment under any antitrust or trade regulation law that may be asserted by the Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice, or any other federal or state antitrust reviewing agency (“Antitrust Authorities”), including by offering and agreeing to the sale, transfer, license, hold separate, divestiture or other disposal of any or all of the assets that are part of the transactions contemplated by this Agreement, or any or all of Parent’s own assets (including assets of its Subsidiaries), or any such other actions as are required by the Antitrust Authorities.  Parent and Seller shall supply all information required by any Antitrust Authority as expeditiously as possible, and otherwise fully cooperate with each other in connection with obtaining the necessary antitrust clearance.

7.4Non-Solicitation of Employees.  Except as consented to in writing by the Parent, which consent shall not be unreasonably withheld, Seller shall not, and shall not suffer any of its Affiliates to, make any solicitation or offer, with respect to employment after the Closing, to any Company Employee (including Seller Affiliate Employees) other than Company Employees (including Seller Affiliate Employees) to whom Purchaser elects not to offer employment pursuant to the provisions of Section 9.1 until the second anniversary of the Closing Date; provided, however, that the placing of advertisements for employees which are not specifically directed at any such individual and their ensuing hiring shall not be considered a breach of this Section 7.4.

7.5Pre-Closing Transfers from Seller to the Company.  At or prior to Closing, Seller shall transfer, assign and convey to the Company or one of its Subsidiaries the assets (and any accompanying liabilities) listed in Schedule 7.5 (the “Additional Assets”).

7.6Pre-Closing Transfers from the Company to Seller.  At or prior to Closing, Seller shall cause Company to transfer, assign and convey to Seller or one of its Affiliates the assets (and any accompanying liabilities) listed in Schedule 7.6 (the “Excluded Assets”), without representations or warranties and without recourse.

7.7Pre-Closing Transfers of Contracts.  Seller shall use its reasonable best efforts to assign, or cause to be assigned, to Company or one of its Subsidiaries, at or prior to Closing the contracts listed in Schedule 7.7 (the “Additional Material Contracts”).

7.8Financing.  (a) Parent shall use its reasonable best efforts to promptly satisfy all conditions within its control contained in the Debt Commitment and Equity Commitment (or, in the event all or part of the Equity Commitment is no longer available for any reason, the Equity Backstop), including delivering on a timely basis of all financial and other required information (including the delivery, on or before November 21, 2003, of the Financial Information with respect to Parent).  Parent shall promptly advise Seller of any developments with respect to the Debt Commitment, Equity Commitment and Equity Backstop.

(b)In the event that (i) the Closing shall not have occurred on or prior to December 24, 2003 and (ii) all of the conditions to Closing set forth in Article X other than the condition set forth in Section 10.2(f) have been satisfied (or are capable of being satisfied at Closing), then Parent shall, not later than December 24, 2003, make a Bridge Funding Request (as defined in the Debt Commitment).

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(c) Not later the date of the signing of this Agreement, Parent shall give notice to the Equity Investors to fund their respective portions of the Equity Commitment.  In the event that any Equity Investor has not funded its portion of the Equity Commitment prior to October 6, 2003, Parent shall sell to National Bank Financial Inc. such unfunded portion on such date.

(d)Seller shall, at the request of Parent, make available to the Lenders and Equity Investors any information which is reasonably available to the Seller and which is reasonably required, and make available senior management and advisors of the Company and its Subsidiaries, in order to satisfy the conditions set forth in the Debt Commitment, Equity Commitment and Equity Backstop.  Seller shall use its reasonable best efforts to provide to Parent, on or before November 21, 2003, of the Financial Information applicable to the Company.

7.9Capital Expenditure.  Seller covenants and agrees that the Company and its Subsidiaries shall incur or commit for the period from and including January 1, 2003 to and excluding the Closing Date capital expenditures aggregating no less than Twenty Six Million Dollars ($26,000,000) multiplied by a fraction the numerator of which is the number of days from and including January 1, 2003 to and excluding the Closing Date and the denominator of which is three hundred and sixty five (365).

7.10Monthly Store Financial Statements.  Seller shall promptly provide Parent with any monthly financial statements and store-by-store profit and loss statements which are prepared by the Company in the ordinary course of business for management purposes.

7.11Further Assurances.  Parent and Seller agree (and Parent agrees to cause Purchaser) to execute and deliver such instruments, and take such other actions, as may reasonably be required, whether prior to, at or after the Closing, to carry out the terms of this Agreement and the Transaction Documents and consummate the transactions contemplated hereby and thereby.

7.12Confidentiality.  Subject to Section 8.10, following the Closing, each party shall use commercially reasonably efforts to maintain the other party’s (and the other party’s Affiliates’) proprietary and confidential information (“Confidential Information”) in confidence.  Notwithstanding the foregoing, if the party in possession of Confidential Information becomes legally compelled to disclose any of such Confidential Information, such party shall promptly notify the other party of such legal requirement in order that the other party may have an opportunity to seek a protective order or such other remedy as it may consider appropriate.

7.13Publicity.  Neither Parent nor Seller, nor any of their respective Affiliates shall issue or cause the publication of any press release or other internal or external announcement with respect to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby without prior consultation with the other party, except as may be required by Applicable Laws or by any listing agreement with a securities exchange or trading market and then only after the other party has been afforded a reasonable opportunity to review and comment on the same.

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7.14Disclosure.  Prior to Closing, each party shall promptly notify the other party of any events, circumstances, facts or occurrences of which it becomes aware which result in any breach of a representation or warranty or covenant (whether of Parent or Seller) contained in this Agreement or any Transaction Document.

7.15Further Information.  After the Closing, Seller shall provide to Parent any information reasonably available to it and not available to Parent or the Company pertaining to the operations of the Company and its Subsidiaries prior to Closing and required by Parent in the preparation of its financial statements or to comply with applicable Canadian and U.S. securities legislation in connection with a public offering or a private placement of, or an exchange offer for, securities of the Parent or its Affiliates.

ARTICLE VIII

TAX MATTERS

8.1Apportionment of Taxes.

(a)Company Taxes.

(i)In order appropriately to apportion any Taxes relating to a period that includes the Closing Date, the parties hereto will, to the extent permitted by Applicable Law, treat or elect with the relevant taxing authority to treat, for all purposes, the Closing Date as the last day of a taxable period of the Company (a “Short Period”), and such period shall be treated as a Short Period and a period ending prior to or on the Closing Date for purposes of this Agreement.

(ii)In any case where Applicable Law does not permit the Company or one or more of the Subsidiaries to treat the Closing Date as the last day of a Short Period with respect to a taxable period that begins before the Closing Date and that ends after the Closing Date (“Straddle Tax Periods”), then for purposes of this Agreement, the portion of each Tax that is attributable to the operations of whichever among the Company and the Subsidiaries cannot make the election required by subsection (i) above, for the period which would have qualified as a Short Period if such election had been permitted by Applicable Law (an “Interim Period”) shall be (A) in the case of a Tax that is not based on net income, such as real property taxes, personal property taxes and similar ad valorem obligations, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Interim Period, and the denominator of which is the total number of days in such Straddle Tax Period, and (B) in the case of a Tax that is based on net income, or incurred upon the occurrence of an event or transaction (such as sales tax), the Tax that would be due with respect to the Interim Period if such Interim Period were a Short Period determined based upon an interim closing of the books.

(iii)The parties hereto agree that Seller is responsible for Taxes imposed on the Company or any of its Subsidiaries arising in or relating to periods ending on or prior to the Closing Date and, with respect to Straddle Tax Periods, Taxes imposed on the Company or any of its Subsidiaries, which are allocable pursuant to Section 8.1(a)(ii) to the portion of such period ending on the Closing Date (provided, in each case, that Seller shall not be responsible for Taxes

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incurred with respect to extraordinary transactions occurring on the Closing Date out of the ordinary course of business (other than the Pre-Closing Transfers, and Transfer Taxes which shall be covered in Section 8.1(c)) and Purchaser is responsible for Taxes arising in or relating to periods beginning after the Closing Date (or Taxes incurred with respect to extraordinary transactions occurring on the Closing Date out of the ordinary course of business (other than the Pre-Closing Transfers, and Transfer Taxes which shall be covered in Section 8.1(c)).

(b)Other Taxes.  Except as otherwise provided in this Agreement, Parent and Seller agree that, as among Seller and Purchaser, (i) Seller shall be responsible for all Taxes levied or imposed upon, or in connection with, its assets or business other than with respect to the Company and the Subsidiaries (including Taxes for which the Company or its Subsidiaries are liable under Treasury Regulations section 1.1502-6 or otherwise as a result of being included in a consolidated or combined tax group with Seller); and (ii) Purchaser shall be responsible for its own income, franchise or other Taxes, if any, arising from the transactions contemplated by this Agreement.  For the avoidance of doubt, Transfer Taxes and other Closing expenses shall be governed solely by Section 8.1(c).

(c)Transfer Tax and Other Closing Expenses.  All Transfer Taxes that may be imposed upon, or payable or collectible or incurred in connection with, this Agreement and the transactions contemplated hereby (other than Transfer Taxes and other Closing expenses in connection with the Pre-Closing Transfers) shall be shared equally by Seller and Purchaser (and Parent shall cause Purchaser to bear its 50% share).  All other expenses of Closing will be paid by the party liable for such expense.

8.2Tax Returns.  (a)  Seller shall be responsible for the timely filing (taking into account any extensions received from the relevant Tax authorities) of all Tax Returns required by Applicable Law to be filed by the Company or any of its Subsidiaries on or prior to the Closing Date.

(b)Parent shall be responsible for, and shall cause the Company its Subsidiaries to, timely file (taking into account any extensions received from the relevant Tax authorities) all Tax Returns required by Applicable Law to be filed by the Company or any of its Subsidiaries after the Closing Date (and, for the avoidance of the doubt, shall not without the prior written consent of Seller file amended Tax Returns with respect to Tax Returns filed by Seller, which consent shall not be unreasonably withheld).  Seller shall provide to Purchaser all information available to it and necessary for the preparation of the foregoing.  For the avoidance of doubt, all Tax Returns required by Applicable Law to be filed by the Company or its Subsidiaries for taxable periods ending on or prior to the Closing Date, even if not due until after the Closing Date, shall be the responsibility of Seller.  Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by an intervening change in law.  Seller shall be entitled to review and comment on any Tax Return for the Company or any Subsidiary for any taxable period that includes dates on or prior to the Closing Date before it is filed.  Parent shall submit a draft of any such Tax Return to Seller at least 75 days before the date such Tax Return is required to be filed with the relevant Governmental Body (taking into account any applicable extensions).  Seller shall have 25 days after the date of receipt thereof to submit to Parent in writing Seller’s comments with respect to such Tax Return.  Parent shall notify Seller within 15 days after receipt of such comments of (x)

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the extent, if any, to which Parent accepts such comments and will file such Tax Return in accordance therewith and (y) the extent, if any, to which Parent rejects such comments.  To the extent Parent rejects the comments of Seller, Parent and Seller shall, within five (5) days, submit the items that are in dispute to the Accounting Firm for it to determine the correct manner for reporting such items.  Seller and Parent shall promptly provide to the Accounting Firm all relevant information, and the Accounting Firm shall have 20 days to submit its determination.  The determination of the Accounting Firm shall be binding upon the parties, and Parent shall file such Tax Return in accordance therewith.  The fees and expenses of the Accounting Firm shall be paid one-half by Seller and one-half by Parent.

8.3Cooperation.  After the Closing, Parent and Seller will make available to each other, as reasonably requested, and to any taxing authority, all information, records or documents relating to Taxes or potential liability of the Company or any of its Subsidiaries for Taxes for all periods prior to or including the Closing Date and will preserve such information, records or documents until the expiration of any applicable statute of limitations or extensions thereof, provided, however, that Seller shall not be obligated to provide information relating to Taxes of Seller’s consolidated or combined tax group except to the extent such information relates solely to the Company or its Subsidiaries, and neither Seller nor Parent shall be obligated to make any disclosure that reasonably could, as a result of such disclosure, have the effect of causing the waiver of any legal privilege.  Parent shall be responsible for timely notifying all applicable taxing and assessment entities of the change in addressee(s) as well as mailing and billing addresses for Tax correspondence.

8.4Tax Indemnification.  Seller shall indemnify and hold Parent, Purchaser and their Affiliates, including the Company or its Subsidiaries (each a “Tax Indemnitee”) harmless from any and all Taxes allocated to Seller pursuant to the provisions of Section 8.1, and Parent shall indemnify and hold Seller harmless from any Taxes allocated to Purchaser pursuant to the provisions of Section 8.1 (a payment made pursuant to this Section 8.4 being a “Tax Indemnity Payment”), provided, that neither Seller nor Parent shall have any obligation to pay an indemnity pursuant to this Article VIII to the extent that the amount of Taxes for which there would be an obligation to indemnify has already been reflected in the calculation of the Closing Date Working Capital.

8.5Refunds and Tax Benefits.  (a)  Parent shall cause Purchaser to promptly pay to Seller an amount equal to any refund, credit or Tax benefit (including any interest paid or credited with respect thereto) relating to the Company or any of its Subsidiaries received by a Tax Indemnitee of Taxes (i) relating to taxable periods ending on or before the Closing Date or (ii) attributable to Taxes that gave rise to a Tax Indemnity Payment attributable to Taxes that were reflected in the calculation of the Closing Date Working Capital other than any refund, credit or Tax benefit that was reflected in the calculation of the Closing Date Working Capital.  Parent shall, if requested by Seller and at Seller’s expense, file or cause the relevant entity to file for and request any refund or credit which would give rise to a payment under this Section 8.5.  Parent shall permit Seller to control, at the Seller’s expense, the prosecution of any such refund claim, and shall cause the relevant entity to authorize by appropriate power of attorney such Person as Seller shall designate to represent such entity with respect to such refund claim.

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(b)Any amount otherwise payable under this Article VIII shall be reduced by any Tax benefit that a Tax Indemnitee would not have otherwise been entitled to but for the Tax or circumstances that gave rise to the obligation to make a Tax Indemnity Payment.  If a Tax benefit is realized by a Tax Indemnitee after the payment of a Tax Indemnity Payment then such Tax Indemnitee shall pay an amount to the indemnitor equal to the Tax benefit realized.  A Tax benefit will be considered to be realized for purposes of this Section 8.5 at the time that it is reflected on a Tax Return of a Tax Indemnitee.

(c)Any amount payable under this Article VIII shall include the payment of such amount, if any, as shall be necessary to hold any Tax Indemnitee harmless on an after-tax basis from all Taxes required to be paid by such Tax Indemnitee with respect to such payment.

8.6Survival.  All obligations under this Article VIII shall survive the Closing hereunder and continue until 30 days following the expiration of the statute of limitations on assessment of the relevant Tax, as such statute of limitations may be extended by any waiver thereof; provided that Parent has notified Seller of such extension within thirty (30) days following such extension becoming effective.

8.7Exclusive Remedy.  Notwithstanding anything to the contrary in this Agreement, claims for indemnification under this Article VIII will be governed exclusively by this Article VIII.  Claims for breaches of representations and warranties contained in Section 5.7 that do not result in indemnification pursuant to this Article VIII shall be governed by Article XII.

8.8Contests.  For purposes of this Agreement, a “Contest” is any audit, court proceeding or other dispute with respect to any Tax matter that affects the Company or any of its Subsidiaries or the Additional Assets or the Excluded Assets, as the case may be.  Unless Parent has previously received written notice from Seller of the existence of such Contest, Parent shall give written notice to Seller of the existence of any Contest relating to a Tax matter that may result in Seller being required to make a Tax Indemnity Payment under this Article VIII within ten (10) days from the receipt by Parent of any written notice of such Contest but Parent’s failure to provide Seller with such notice within such time shall not relieve Seller of any liability hereunder except to the extent Seller is prejudiced thereby.  Unless Seller previously has received written notice from Parent of the existence of such Contest, Seller shall give written notice to Parent of the existence of any Contest relating to a Tax matter that may result in Parent being required to make a Tax Indemnity Payment under this Article VIII within ten (10) days from the receipt by Seller of any written notice of such Contest but Seller’s failure to provide Parent with such notice within such time frame shall not relieve Parent of any liability hereunder except to the extent Parent is prejudiced thereby.  Parent and Seller agree, in each case at no cost to the other party, to cooperate with the other and the other’s representatives in a prompt and timely manner in connection with any Contest.  Such cooperation shall include making available to the other party, during normal business hours, all books, records, returns, documents, files, other information (including working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such books, records and files, provided, however, that Seller shall not be obligated to provide information relating to Taxes of Seller’s consolidated or combined tax group except to the extent such information relates solely to the Company or its Subsidiaries and neither Seller nor Parent shall be obligated to make any disclosure that

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reasonably could, as a result of such disclosure, have the effect of causing the waiver of any legal privilege.  Seller shall, at its election, have the right to represent the Company’s or any of its Subsidiaries’, as the case may be, interests in any Contest relating to a Tax matter for which it may be required to make a Tax Indemnity Payment, to employ counsel of its choice at its expense, and to control the conduct of such Contest, including settlement or other disposition thereof, provided, however, that Parent shall have the right to consult with Seller regarding any such Contest that may affect the Company or its Subsidiaries for any periods ending after the Closing Date at Parent’s own expense and provided, further, that any settlement or other disposition of any such Contest may only be with the consent of Parent, which consent will not be unreasonably withheld.  Purchaser shall have the right to control the conduct of any Contest with respect to any Tax matter arising in a period after the Closing Date for which the Seller does not have liability pursuant to this Article VIII.

8.9Tax Treatment of Price Adjustment and Indemnification.  All amounts paid pursuant to this Agreement by one party to another party (other than interest payments) shall be treated by the parties as an adjustment to the Cash Consideration.

8.10Waiver of Confidentiality.  Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities laws, each party to this Agreement (and each employee, representative or other agent of such party) may (i) consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of the transactions contemplated hereby, and (ii) disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the party relating to such tax treatment and tax structure; provided that clause (ii) shall not apply until the earliest of (x) the date of the public announcement of discussions relating to the transactions contemplated hereby, (y) the date of the public announcement of the transactions contemplated hereby or (z) the date of the execution of this Agreement.  For this purpose, “tax structure” is limited to any facts relevant to the U.S. federal or Canadian income tax treatment of the transaction and does not include information relating to the identity of the parties.

ARTICLE IX

PERSONNEL, EMPLOYMENT ARRANGEMENTS AND EMPLOYEE BENEFITS

9.1Offer of Employment.  On or prior to the Closing Date, Seller shall terminate the employment of all Seller Affiliate Employees.  Seller shall be solely responsible for all severance liabilities, any liabilities under or pursuant to any Seller Plan and any other claims from, or liabilities and obligations to, each Seller Affiliate Employee incurred prior to or as a result of such termination.  At least ten (10) days prior to the Closing Date, Parent shall cause Purchaser to offer to employ the Seller Affiliate Employees as selected by Parent in accordance with the provisions hereof and Applicable Law.  Parent shall deliver to Seller at least ten (10) days prior to the Closing Date a list of the Seller Affiliate Employees to which Parent does not intend to cause Purchaser to offer employment.  With respect to each employee not named on the foregoing list, Parent shall cause Purchaser to offer to employ such individual in a position of similar responsibility to the position such employee holds immediately prior to the Closing Date.  Seller Affiliate Employees who accept such offer of employment shall be treated for all purposes

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under this Agreement as Company Employees and shall become exclusively employees of the Company or one of its Subsidiaries effective as of the Closing Date.  Effective as of the Closing Date, the Company shall assume and be solely responsible for any and all claims, liabilities and obligations, whether contingent or otherwise, in respect of each such Seller Affiliate Employee that accrues or is incurred by or becomes payable with respect to such Seller Affiliate Employee on or after the Closing Date.

9.2Continuation Period.

(a)Subject to the provisions of Section 9.1, for the one-year period ending on the first anniversary of the Closing Date (the “Continuation Period”), Parent shall cause Purchaser or the Company and its Subsidiaries to provide each Company Employee (including Seller Affiliate Employees who are deemed to be Company Employees pursuant to Section 9.1), during any portion of the Continuation Period that such employee is employed by the Company or any such Subsidiary, (i) an annual salary or hourly wage rate, as applicable, that is no less than the annual salary or hourly wage rate payable to such employee immediately prior to the Closing Date, (ii) an annual variable compensation bonus opportunity with target payouts that are no less than those applicable to such employee immediately prior to the Closing Date and (iii) (A) with respect to Seller Affiliate Employees who are deemed to be Company Employees pursuant to Section 9.1, welfare benefits (other than severance benefits) that are substantially similar in the aggregate to the welfare benefits (other than severance benefits) provided to similarly situated employees of Parent with similar duties and responsibilities and (B) with respect to Company Store Employees, welfare benefits (including severance benefits) that are substantially similar in the aggregate to the welfare benefits (including severance benefits) that are provided to similarly situated employees of Parent with similar duties and responsibilities.  Notwithstanding any other provision herein, none of the Company, any of its Subsidiaries, Parent or Purchaser will have any obligation to continue the employment of any such Company Employee (including any Seller Affiliate Employee who is deemed to be a Company Employee pursuant to Section 9.1) for any period following the Closing Date.

(b)With respect to employee benefit plans, if any, of Parent, Purchaser or their Subsidiaries in which Company Employees (including Seller Affiliate Employees who are deemed to be Company Employees pursuant to Section 9.1) become eligible to participate after the Closing (the “Purchaser Plans”), Parent shall, or shall cause Purchaser, the Company or its Subsidiaries to: (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements for the plan year that includes the Closing Date applicable to the Company Employees under any welfare plan that such Company Employees may be eligible to participate in after the Closing, (ii) provide each such Company Employee with credit towards any applicable deductible or out-of-pocket requirements under any welfare plans that such Company Employees are eligible to participate in after the Closing and (iii) provide each Company Employee with credit for all service with Seller, the Company or its Subsidiaries under each Purchaser Plan in which such Company Employees are eligible to participate; provided however, that in no event shall the Company Employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service.  With respect to any accrued but unused vacation time to which any Company Store Employee is entitled pursuant to the vacation policy applicable to such employee immediately prior to the Closing Date, Parent shall cause Purchaser to credit such Company

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Store Employee with such accrued vacation to the extent accrued as a liability in the Closing Date Working Capital.

(c)Seller shall be responsible to provide continuation coverage, in accordance with Section 4980B of the Code, to all Company Employees and “qualified beneficiaries” (within the meaning of Section 4980B of the Code) of any such employee who, as of the Closing Date, is receiving or is eligible to elect to receive, such continuation coverage, or who become eligible for such continuation coverage on the Closing Date as a result of the consummation of the transactions contemplated hereby or in any of the Transaction Documents.

(d)Effective as of the Closing Date, Parent shall, or shall cause Purchaser, the Company or any of its Subsidiaries to, permit Company Employees who participated in the ConocoPhillips Savings Plan, the Conoco Thrift Plan, the ConocoPhillips Store Savings Plan or the Conoco Retail Thrift Plan (the “Seller DC Plans”) to participate in a defined contribution plan of Parent’s Subsidiaries applicable to employees in the United States (the “Purchaser DC Plan”).  The Purchaser DC Plans shall (i) recognize for purposes of eligibility and vesting the service of the Company Employees which was recognized under the applicable Seller DC Plan and (ii) permit the Company Employees to rollover their vested interests in the applicable Seller DC Plan into the Purchaser DC Plan.

(e)Prior to the Closing Date, the Seller shall cause the Company to transfer sponsorship of the Circle K Holdings, Inc. Management Deferral Plan, the Circle K Short Term Disability Plan to the Seller and the Seller shall assume such sponsorship and all liabilities with respect thereto and the Circle K Stores Inc. Employee Benefit Plan.

ARTICLE X

CONDITIONS PRECEDENT TO OBLIGATIONS TO CLOSE

10.1Conditions to Obligation of Each Party to Close.  The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions:

(a)no preliminary or permanent injunction or other order of any Governmental Body nor any Applicable Law shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of any transactions contemplated by this Agreement or any Transaction Document; and

(b)all material consents, approvals and authorizations required to be obtained under any Applicable Laws relating to the transactions contemplated hereby shall have been obtained in form and consent reasonably satisfactory to the parties and all required filings, if any, under any Applicable Laws, including the HSR Act, shall have been made and any required waiting period under such Applicable Laws applicable to the transactions contemplated by this Agreement shall have expired or been earlier terminated.

10.2Conditions to Parent’s Obligation to Close.  Parent’s obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:

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(a)each of the representations and warranties of Seller contained in this Agreement shall be true and correct, as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct as of that date), except where the failure to be so true and correct would not, individually or in the aggregate, have or be reasonably likely to have a Material Adverse Effect;

(b)the covenants and agreements of Seller to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects, including the transfer, assignment and conveyance of the Additional Assets as provided in Section 7.5;

(c)Parent shall have received at the Closing a certificate dated the Closing Date and validly executed and delivered on behalf of Seller certifying as to the matters specified in Sections 10.2(a) and 10.2(b);

(d)Parent shall have received the documents referred to in Section 11.1;

(e)There shall not have occurred and be continuing any Material Adverse Effect; and

(f)Parent shall have received financing proceeds in an aggregate amount and on terms and conditions substantially as described in and consistent in all material respects with the Debt Commitment and Equity Commitment (or the Equity Backstop).

10.3Conditions to Seller’s Obligation to Close.  The obligations of Seller to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:

(a)each of the representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects, as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct as of that date);

(b)the covenants and agreements of Parent to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects; and

(c)Seller shall have received at the Closing a certificate dated the Closing Date and validly executed on behalf of Parent certifying as to the matters specified in Sections 10.3(a) and 10.3(b); and

(d)Seller shall have received the payments and documents referred to in Section 11.2.

ARTICLE XI

CLOSING

11.1Deliveries by Seller to Parent.  At the Closing (or at any date specified hereafter and mutually agreed to by Seller and Parent) Seller shall deliver to Parent:

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(a)Certificates evidencing the Company Shares together with a stock power or other instrument sufficient to convey the Company Shares to Purchaser, which instrument shall have been duly executed by Seller;

(b)a copy, duly executed by Seller, of the Transition Services Agreement (the “Transition Services Agreement”), substantially in the form attached hereto as Exhibit 11.1(b);

(c)a copy, duly executed by Seller, of the Phillips 66 Trademark License Agreement (the “Phillips 66 Trademark License”), substantially in the form attached hereto as Exhibit 11.1(c)

(d)a copy, duly executed by Seller, of the Union 76 Trademark License Agreement (the “Union 76 Trademark License”), substantially in the form attached hereto as Exhibit 11.1(d);

(e)a copy, duly executed by Seller and TMC Franchise Corporation, of the Circle K License Agreement (the “Franchise License”), substantially in the form attached hereto as Exhibit 11.1(e);

(f)a copy, duly executed by Seller and TMC Franchise Corporation, of the Circle K Conversion Agreement (East Coast) (the “Conversion Agreement (East Coast)”) substantially in the form attached hereto as Exhibit 11.1(f);

(g)a copy, duly executed by Seller and TMC Franchise Corporation, of the Circle K Conversion Agreement (West Coast) (the “Conversion Agreement (West Coast)”) substantially in the form attached hereto as Exhibit 11.1(g);

(h)a copy, duly executed by Seller, of the Supply Agreement (the “Supply Agreement”), substantially in the form attached hereto as Exhibit 11.1(h);

(i)a copy, duly executed by Seller at the time of execution hereof, of the Environmental Liabilities Agreement (the “Environmental Liabilities Agreement”), substantially in the form attached hereto as Exhibit 11.1(i);

(j)a copy, duly executed by Seller, of the Credit Card Services Agreement (the “Credit Card Services Agreement”), substantially in the form attached hereto as Exhibit 11.1(j);

(k)a copy, duly executed by Seller, of the Real Estate Indemnity Agreement (the “Real Estate Indemnity Agreement”), substantially in the form attached hereto as Exhibit 11.1(k);

(l)a copy, duly executed by Seller, of the Reseller Agreement (the “Reseller Agreement”), substantially in the form attached hereto as Exhibit 11.1(l); and

(m)a copy, duly executed by Seller, of the Car Wash Trademark License Agreement (the “Car Wash Trademark License Agreement”), substantially in the form attached hereto as Exhibit 11.1(m);

(n)a copy, duly executed by Seller, of the Tempe Office Lease (the “Tempe Office Lease”) substantially in the form attached hereto as Exhibit 11.1(p);

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(o)resignations and releases from all directors of the Company and its Subsidiaries, in form and content reasonably acceptable to Purchaser;

(p)a certificate of non-foreign status executed by Seller and satisfying the requirements of §1.1445-2(b)(2)(i) of the United States Treasury Regulations promulgated under the Code; and

(q)the certificate referred to in Section 10.2(c).

11.2Deliveries by Parent to Seller.  At the Closing (or at any date specified hereafter and mutually agreed to by Seller and Parent) Parent shall deliver to Seller:

(a)a wire transfer of immediately available U.S.dollar funds in the amount specified in Section 3.1;

(b)a copy, duly executed by Purchaser, of the Transition Services Agreement;

(c)a copy, duly executed by Purchaser, of the Phillips 66 Trademark License;

(d)a copy, duly executed by Purchaser, of the Union 76 Trademark License;

(e)a copy, duly executed by Purchaser, of the Supply Agreement;

(f)a copy, duly executed by Parent at the time of execution hereof, of the Environmental Liabilities Agreement;

(g)a copy, duly executed by Purchaser, of the Credit Card Services Agreement;

(h)a copy, duly executed by Purchaser, of the Real Estate Indemnity Agreement;

(i)a copy, duly executed by Purchaser, of the Reseller Agreement;

(j)a copy, duly executed by Purchaser, of the Car Wash Trademark License Agreement;

(k)a copy, duly executed by Purchaser, of the Tempe Office Lease; and

(l)the certificate referred to in Section 10.3(c).

ARTICLE XII

INDEMNIFICATION AND RELATED MATTERS

12.1Indemnification by Seller.  (a)  Subject to the express provisions of this Article XII and except as otherwise provided in Article VIII, Seller shall indemnify, defend and hold harmless Parent, Purchaser, their Affiliates and the respective officers, directors, employees and agents of Parent, Purchaser and their Affiliates (collectively, the “Purchaser Indemnified Parties”) from and against all claims, losses, damages and costs (including, without limitation, the reasonable fees and expenses of counsel) fines and penalties, whether or not involving a

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Third Party Claim (collectively, “Losses”) incurred or suffered by a Purchaser Indemnified Party, but only to the extent attributable to:

(i)any inaccuracy in any material respect as of the Closing Date of any representation or warranty made by Seller in Article V of this Agreement (it being understood that, for purposes of this Article XII, such representations and warranties will be interpreted without giving effect to any qualifications or limitations as to “materiality” or “Material Adverse Effect”);

(ii)any breach by Seller of any of its covenants under this Agreement;

(iii)any Legal Proceeding filed against or served on the Company or its Subsidiaries as of the Closing Date;

(iv)any liabilities for payments to the directors, officers and/or employees of the Company or any of its Subsidiaries not in the ordinary course of business, including retention bonuses, stay pay, termination, indemnity, severance, damage, claim or other payment bonuses, in each case to the extent such obligation arose (i) in connection with the consummation of the transactions contemplated by this Agreement and (ii) prior to the Closing Date; and

(v)any liabilities, including funding liabilities, with respect to the Seller Plans or the Seller DC Plans.

(b)Notwithstanding any provision to the contrary:

(i)Seller shall have no liability under Section 12.1(a)(i) in connection with any claim unless and until the aggregate liability that Seller would, but for this Section 12.1(b)(i), have in connection with such claim for any inaccuracy or breach, exceeds an amount equal to $50,000, in which case Seller shall be liable from the first dollar with respect to such claim; provided, however, that if such claim is a Common Claim, then Seller shall be liable from the first dollar with respect to such claim;

(ii)Seller shall have no liability under Section 12.1(a)(i) unless and until the aggregate liability of Seller would, but for this Section 12.1(b)(ii), have exceeded on a cumulative basis an amount equal to $5,000,000, and then only to the extent of such excess; provided, however, that if the aggregate liability of Seller would, but for this Section 12.1(b)(ii), have exceeded on a cumulative basis an amount equal to $10,000,000, Seller shall be liable for such aggregate liability from the first dollar;

(iii)the aggregate liability of Seller under Section 12.1(a)(i) shall not exceed 20% of the Adjusted Cash Consideration; and

(iv)no Purchaser Indemnified Party may make any claim for indemnification under this Article XII if it may make a claim for indemnification with respect to the pertinent subject matter under another Transaction Document (whether or not such claim results in a payment of indemnification to any Purchaser Indemnified Party).

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For purposes of this Section 12.1, “Losses” shall include both capital improvement costs and compensatory monetary damages for violations of law prior to Closing but shall exclude cost incurred to comply with law on an ongoing basis (to the extent such ongoing costs are incurred following the Closing).

(c)Except for the indemnification set forth in Section 12.1(a)(iii) and 12.2(a)(iii) with respect to Third-Party Claims, the indemnifications set forth in this Agreement shall specifically exclude Losses arising from or related to the presence or Release of Hazardous Substances, or compliance with Environmental Laws, the terms of which shall be governed by the Environmental Liabilities Agreement.

(d)To the extent not transferred by the Company to Seller prior to Closing, Parent agrees to cause the Purchaser Indemnified Parties to assign to Seller all rights (whether such rights arise from insurance, contract, statute or otherwise) that the Purchaser Indemnified Parties may have relating to the liabilities for which Seller, pursuant to this Section 12.1, has indemnified, is in the process of indemnifying or has expressly committed to indemnify Purchaser Indemnified Parties, whether such rights arise prior to or following the Closing.  Following the Closing, Parent shall, and shall cause the Purchaser Indemnified Parties to, cooperate with Seller in the enforcement of any such rights, including by making available books, records, contractual agreements, maintenance histories and all other reasonably necessary items (including the computer systems housing such information) and by making available employees on a mutually convenient basis.  Parent shall, and shall cause the Purchaser Indemnified Parties to, promptly transfer upon receipt any funds received in connection with such rights.

12.2Indemnification by Parent.  (a)  Subject to the express provisions of this Article XII and except as otherwise provided in Article VIII, Parent shall indemnify, defend and hold harmless Seller, its Affiliates and the respective officers, directors, employees and agents of Seller and its Affiliates (collectively, the “Seller Indemnified Parties”) from and against all Losses incurred or suffered by a Seller Indemnified Party, but only to the extent attributable to:

(i)any inaccuracy in any material respect as of the Closing Date of any representation or warranty, made by Parent in this Agreement (it being understood that, for purposes of this Article XII, such representations and warranties will be interpreted without giving effect to any qualifications or limitations as to “materiality” or “Material Adverse Effect”);

(ii)any breach by Parent of any of its covenants under this Agreement;

(iii)any Legal Proceeding relating to the operations of the Company or its Subsidiaries other than those specified in Sections 12.1(a)(iii); or

(iv)payment or performance by Seller or its Subsidiaries after the Closing under guarantees of obligations of the Company or its Subsidiaries (other than guarantees specified in the Real Estate Indemnity Agreement as liabilities of Seller).

(b)Notwithstanding any provision to the contrary:

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(i)Parent shall have no liability under Section 12.2(a)(i) in connection with any claim unless and until the aggregate liability that Seller would, but for this Section 12.2(b)(i), have in connection with such claim for any inaccuracy or breach, exceeds an amount equal to $50,000, in which case Parent shall be liable from the first dollar with respect to such claim; provided, however, that if such claim is a Common Claim, then Parent shall be liable from the first dollar with respect to such claim;

(ii)Parent shall have no liability under Section 12.2(a)(i) unless and until the aggregate liability of Parent would, but for this Section 12.2(b)(ii), have exceeded on a cumulative basis an amount equal to $ 5,000,000and then only to the extent of such excess; provided, however, that if the aggregate liability of Parent would, but for this Section 12.1(b)(ii), have exceeded on a cumulative basis an amount equal to $10,000,000, Parent shall be liable for such aggregate liability from the first dollar;

(iii)the aggregate liability of Parent under Section 12.2(a)(i) shall not exceed 20% of the Adjusted Cash Consideration; and

(iv)no Seller Indemnified Party may make any claim for indemnification under this Article XII if it may make a claim for indemnification with respect to the pertinent subject matter under another Transaction Document (whether or not such claim results in a payment of indemnification to any Seller Indemnified Party).

12.3Procedures for Indemnification.  (a)  If any suit, action, proceeding, investigation, claim or demand shall be brought or asserted by any third Person (including, without limitation, any Governmental Body) (a “Third Party Claim”) against any Person in respect of which indemnity may be sought pursuant to Section 12.1 or Section 12.2, such person (the “Indemnified Person”) shall notify the Person against whom such indemnity may be sought (the “Indemnifying Person”) in writing in reasonable detail of the Third Party Claim within 30 days after receipt by such Indemnified Person of formal notice of such Third Party Claim, and, thereafter, such Indemnified Person shall promptly forward to the Indemnifying Person a copy of all notices and documents (including court papers) received by the Indemnified Person pursuant to the Third Party Claim; provided, however, that the failure to give such notification within 30 days after such receipt of formal notice and the failure to forward a copy of such notices and documents shall not affect the obligations of the Indemnifying Person or the rights of the Indemnified Person except to the extent the Indemnifying Person has actually been prejudiced in a material way as a result of such failure.  Upon the receipt by the Indemnifying Person of notice of a Third Party Claim, the Indemnifying Person may electto assume the defense of such Third Party Claim by promptly delivering a notice to the Indemnified Person of the assumption of such defense and to retain defense counsel to represent the Indemnified Person.  Any election made by an Indemnifying Person to assume the defense of a Third Party Claim shall not be deemed an acknowledgement that such Third Party Claim is subject to indemnification under this Article XII.  If the Indemnifying Person so elects to assume the defense of a Third Party Claim, then (i) the Indemnified Person may participate in such defense and employ counsel, at such Indemnified Person’s expense, separate from the reasonably acceptable counsel employed by the Indemnifying Person, but the Indemnifying Person shall control such defense and shall not be liable to such Indemnified Person for the fees and expenses of the separate counsel retained by such Indemnified Person, and (ii) the Indemnified Person and any other Indemnified Persons will

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cooperate with the Indemnifying Person in such defense, including by providing, upon the reasonable request of the Indemnifying Person, books, records, contractual agreements, maintenance histories and all other reasonably necessary items (including the computer systems housing such information) and by making available employees on a mutually convenient basis.  The Indemnifying Person shall not be liable for any settlement of any Third Party Claim effected without its prior written consent.  No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened Third Party Claim in respect of which such Indemnified Person is or could have been a party, or is or could have been subject, and in respect of which indemnity is or could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all Losses related to the subject matter of such pending or threatened Third Party Claim.  The Indemnifying Party shall, at any time, be entitled to elect to no longer defend a Third Party Claim; provided, that the Indemnifying Person shall reasonably assist in transitioning the defense of such Third Party Claim back to the Indemnified Person and that the Indemnifying Person shall not be entitled to make a claim for reimbursement of expenses incurred in connection with its assumption of the defense of such Third Party Claim.

(b)In the event any Indemnified Person should have a claim against the Indemnifying Person under this Article XII that does not involve a Third Party Claim being asserted against such Indemnified Person, the Indemnified Person shall deliver written notice of such claim, specifying with particularity and detail the nature of such claim, with reasonable promptness to the Indemnifying Party.  The failure by the Indemnified Person to deliver such notification shall not relieve the Indemnifying Person from any liability which it may have to such Indemnified Person under this Article XII, except to the extent the Indemnifying Person has actually been prejudiced in a material way by such failure.  If the Indemnifying Person objects to such claim in a timely manner, the Indemnified Person and the Indemnifying Person shall proceed in good faith to resolve such dispute and, upon the failure to resolve such dispute, the parties may pursue remedies in accordance with Section 14.3.

(c)Notwithstanding anything herein to the contrary, neither party to the Agreement shall be obligated to make indemnification payments under this Article XII with respect to Losses attributable to inaccuracies of representations or warranties unless the Indemnified Person shall have delivered to the Indemnifying Person written notification, specifying with particularity and detail the nature of such inaccuracy, pursuant to Sections 12.1 and 12.2, on or before:

(i)the 18-month anniversary of the Closing Date with respect to all representations and warranties, except for those set forth in Sections 5.3 and 5.7 and, to the extent relating to claims arising under the Code, Section 5.12;

(ii)sixty (60) days after the underlying obligation is barred by the applicable statute of limitations under Applicable Laws with respect to the representations and warranties set forth in Section 5.7 and, to the extent relating to claims arising under the Code, Section 5.12;

(iii)at any time with respect to those representations and warranties set forth in Section 5.3.

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(d)The amount that any person shall be obligated to pay pursuant to this Article XII with respect to any Loss (a) shall be reduced by the Tax benefit actually realized, and by any insurance proceeds received by the indemnified Person as a result of any such Loss and (b) shall include the payment of such amount, if any, as shall be necessary to hold any Indemnified Person harmless on an after-tax basis from all Taxes required to be paid by such Indemnified Person with respect to such amount.

(e)Except as otherwise provided in Article VIII, the remedies provided in this Article XII shall be exclusive and shall preclude assertion by an Indemnified Person of any other rights or the seeking of any and all other remedies against an Indemnifying Person for claims based on this Agreement.

ARTICLE XIII

TERMINATION

13.1Termination.  This Agreement may be terminated before the Closing Date only, and then only by any of the following:

(a)by the written agreement of Parent and Seller;

(b)at the election of Parent if any condition set forth in Section 10.1 or 10.2 becomes incapable of fulfillment and is not waived by Parent, provided, however that any such condition relating to a breach or a failure to perform a representation, warranty, covenant or other agreement shall be a cause for termination of this Agreement only if such breach or failure cannot be or has not been cured within 30 days after the giving of written notice of such breach or failure to Seller, such notice to be given promptly after Parent becomes aware of such breach of failure;

(c)at the election of Seller if any condition set forth in Section 10.1 or 10.3 becomes incapable of fulfillment and is not waived by Seller, provided, however that any such condition relating to a breach or a failure to perform a representation, warranty, covenant or other agreement shall be a cause for termination of this Agreement only if such breach or failure cannot be or has not been cured within 30 days after the giving of written notice of such breach or failure to Parent, such notice to be given promptly after Seller becomes aware of such breach of failure;

(d)at the election of Parent or Seller, if the Closing shall have not occurred by December 31, 2003 (other than as a result of a breach of this Agreement by the party seeking termination).

13.2Liabilities After Termination.  Upon termination of this Agreement pursuant to Section 13.1, no party shall thereafter have any further liability or obligation hereunder; provided, however, that such termination shall not relieve any party of any liability for any knowing and willful breach of this Agreement prior to the date of such termination.

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ARTICLE XIV

MISCELLANEOUS

14.1Entire Agreement.  This Agreement, together with the other Transaction Documents, constitutes the entire agreement and supersedes all prior written and oral agreements among the parties hereto and their respective Affiliates with respect to the subject matter hereof; provided that the Confidentiality Agreement shall survive the execution and delivery of this Agreement until the occurrence of the Closing.

14.2Governing Law.  This Agreement shall be construed and enforced in accordance with, and shall be governed by, the laws of the State of New York without regard to conflicts of law provisions except that New York General Obligations Law Section 5-1401 shall apply.

14.3Arbitration.  Except as otherwise explicitly set forth herein (including in Section 3.3), all disputes and differences arising out of or in connection with this Agreement (including those arising out of or in connection with Article XII), shall be submitted to arbitration for final and definitive determination in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect.  Such arbitration shall be conducted by a panel of three arbitrators in the City of New York, New York.  Either party may initiate arbitration of any such dispute under this Agreement by giving a written demand for arbitration to the other party.  Within thirty days after the date of that demand for arbitration, Seller and Parent each shall select a single arbitrator and notify the other party of the identity of its selection.  The two selected arbitrators shall together select the third arbitrator from the list submitted by the AAA within the next thirty-day period.  Any judgment or award rendered by the arbitration panel may be entered by any court having jurisdiction.

14.4Severability.  In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby so long as the remaining provisions do not fundamentally alter the relations among the parties hereto.

14.5Expenses.  Subject to Section 3.3(e), Article VIII and Article XII, each of the parties hereto shall bear its own expenses (including, without limitation, fees and disbursements of its counsel, accountants and other experts) incurred by it in connection with the preparation, negotiation, execution, delivery and performance of this Agreement and the other Transaction Documents, the consummation of the transactions contemplated hereby and thereby, and in connection with any Contests relating to a Tax matter.

14.6Table of Contents and Headings.  The table of contents and section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement.

14.7Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given to a party at the following address (or to such other address as such party may have specified by notice given to the other parties pursuant to this provision):

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If to Seller to:

ConocoPhillips
McLean Building, Room ML 2066
Houston, TX  77079
Attn:W. Thomas Skok
Fax:(281) 293-3700

with a copy to:

Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10003
Attn:Laurent Alpert
Fax:(212) 225-3999

If to Parent to:

Alimentation Couche-Tard Inc.
1600 St.Martin Boulevard West
Tower B, Suite 280
Laval, Quebec, Canada (H7G 4S7)
Attn:Richard Fortin
Fax:(450) 662-7537

with a copy to:

Davies Ward Phillips & Vineberg
1501 McGill College Avenue
26th Floor, Montreal, Canada (H3A 3N9)
Attn:Michel Pelletier
Fax:(514) 841-6499

All such notices, requests and other communications shall be deemed received on the day of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt; otherwise, such notices, requests or communications shall be deemed to have been received on the next succeeding business day in the place of receipt.

14.8Binding Effect; Beneficiaries; Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties and, with respect to Article XII, the Indemnified Persons, and the successors and permitted assigns of each of the foregoing.  Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person not party to this Agreement other than as set forth in Article IX.  No party may transfer any of its rights or obligations hereunder without the express written consent of each other party hereto, and any such attempted transfer in violation of this Section 14.8 shall be null and void.  Notwithstanding the foregoing, (i) each of Parent and Seller may assign its rights or delegate the performance of its obligations hereunder to any of its Subsidiaries and (ii) Parent may assign any

48

or all of its rights and interests hereunder to its senior lenders and the agents therefor as collateral security for Parent’s obligations under its credit facility with such lenders and agents, as such credit facility may be amended, supplemented or otherwise modified from time to time, provided that Parent or Seller, as the case may be, shall remain fully liable for the performance of its obligations hereunder.

14.9Amendments.  This Agreement may be amended, supplemented or modified, and any provision hereof may be waived, only pursuant to a written instrument making specific reference to this Agreement signed by each of the parties hereto.

14.10Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14.11Language.  Although the parties may translate this Agreement into different languages, the governing version shall be the English language version.

14.12No Presumption.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

14.13Interpretation.

(a)Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

(b)The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, recitals, paragraph, exhibit and schedule references are to the articles, sections, recitals, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.

(c)The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders.  Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(d)A reference to any party or to any party to any other Contract or document shall include such party’s successors and permitted assigns. A reference to a Contract shall include all amendments and modifications thereto.

(e)A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued thereunder or pursuant thereto.

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(f)The words “ordinary course of business” shall be construed to mean consistent in nature, scope and magnitude with past practices and taken in the ordinary and usual course of operations.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above.

ALIMENTATION COUCHE-TARD INC.
By:	s/Alain Bouchard
	Alain Bouchard
	President and Chief Executive Officer
CONOCOPHILLIPS COMPANY
By:	s/William Gover
	William Gover
	Authorized Representative

[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

EX-10.2

Exhibit 10.2

ADDENDUM

TO

THE STOCK PURCHASE AGREEMENT

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.

W I T N E S S E T H :

WHEREAS Parent and Seller have executed as of October 3, 2003 a stock purchase agreement providing for the sale by Seller to Couche-Tard, U.S. LP (then known as 9103-4793 Delaware LP), a limited partnership wholly owned directly or indirectly by Parent, of all the issued and outstanding shares of The Circle K Corporation (the “Stock Purchase Agreement”);

WHEREAS Parent and Seller wish to modify the Stock Purchase Agreement as provided herein; and

WHEREAS unless the context shall otherwise require, terms used and not defined herein but defined or given meaning in the Stock Purchase Agreement shall have the meaning assigned to such terms in the Stock Purchase Agreement and all rules as to usage set forth in Section 14.13 therein shall apply hereto;

NOW, IN CONSIDERATION of the premises and the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency thereof are hereby acknowledged by the parties, the parties hereto agree as follows:

1.The following definitions are added to Article I of the Stock Purchase Agreement:

“ADA Adjustment” means $18,600,000, the amount of reduction of the Cash Consideration determined by the parties under the ADA Agreement;

“ADA Agreement” has the meaning set forth in Section 11.1(q);

“General Adjustment” means $6,500,000, a further amount of reduction of the Cash Consideration, as determined by the parties;

“Seller Transition Services Agreement” has the meaning set forth in Section 11.1(r);

2.The definition of “Transaction Documents” in Article 1 of the Stock Purchase Agreement is hereby modified by adding thereto the following after the words “Tempe Office Lease” in the 6^th line:  “, the ADA Agreement, the “Seller Transition Services Agreement”.

3.Section 3.1 of the Stock Purchase Agreement is hereby deleted and replaced by the following:

“3.1Amount and Form of Consideration.  Parent shall cause Purchaser to pay to Seller on the Closing Date as consideration for the Company Shares an amount equal to:

(i)the Cash Consideration;

(ii)minus the Environmental Liabilities Adjustment;

(iii)minus the Store Closing Adjustment;

(iv)minus the Estimated Debt Adjustment;

(v)minus the ADA Adjustment;

(vi)minus the General Adjustment;

(vii)plus or minus the Estimated Working Capital Adjustment. “

4.Section 11.1 of the Stock Purchase Agreement is hereby modified by (i) deleting the word “Purchaser” in each of subsections 11.2(b), (c), (d), (e), (g), (h), (i), (j) and (k) and each time replacing the same by the following “Purchaser’s Affiliate mentioned therein” ,(ii) deleting the word “and” at the end of subsection 11.1(p), (iii) inserting the following:

“(q) a copy, duly executed by Seller at the time of execution of this Addendum to the Stock Purchase Agreement, of the ADA Agreement (the “ADA Agreement”), substantially in the form attached hereto as Exhibit 11.1(q);

(r) a copy duly executed by Seller of the Seller Transition Services Agreement (the “Seller Transition Services Agreement”), substantially in the form attached hereto as Exhibit 1.1(r); and”

; and changing the alphabetical reference of subsection “11.1(q) “ to “11.1(s) “;

5.Section 11.2 of the Stock Purchase Agreement is hereby modified by (i) deleting the word “and” at the end of subsection 11.1(k), (ii) inserting the following:

“(l) a copy duly executed by Parent a the time of execution of this Addendum to the Stock Purchase Agreement, of the ADA Agreement”;

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(m) a copy duly executed by Purchaser’s Affiliate mentioned therein of the Seller Transition Services Agreement; and”

; and changing the alphabetical reference of subsection “11.(l) “ to “11.1(n) “;

6.The Stock Purchase Agreement is hereby modified by adding thereto the ADA Agreement attached as Exhibit 11.1(q) thereof.

7.Schedules 5.8(a)(i), 5.8(a)(ii), 5.8(c)(i), 5.8(c)(ii) and 5.21(a) of the Stock Purchase Agreement are hereby deleted and replaced by the attached schedules 5.8(a)(i), 5.8(a)(ii), 5.8(c)(i), 5.8(c)(ii) and 5.21(a).

8.All modifications to the Stock Purchase Agreement set out in this Agreement take effect immediately upon execution hereof.

9.This Agreement is deemed to form part of the Stock Purchase Agreement which remains in full force and effect, unchanged and unmodified, except only as specifically modified herein.

10.Assignability

Neither party shall have the right to transfer and assign, in whole or in part, its rights and obligations under this Agreement without the prior written consent of the other party.  In the event of any assignment, assignor shall nevertheless remain fully responsible and liable hereunder.  Notwithstanding the foregoing, (i) each of Parent and Seller may assign its rights or delegate the performance of its obligations hereunder to any of its Subsidiaries and (ii) Parent may assign any or all of its rights and interests hereunder to its senior lenders and the agents therefor as collateral security for Parent’s obligations under its credit facility with such lenders and agents, as such credit facility may be amended, supplemented or otherwise modified from time to time, provided that Parent or Seller, as the case may be, shall remain fully liable for the performance of its obligations hereunder.

11.Waivers and Amendments

No waiver shall be deemed to have been made by either of the parties of any of its rights under this Agreement unless the same shall be in writing that is signed on its behalf by its authorized representative of the party against whom any such waiver is claimed.  Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of either Parent or Seller, as the case may be, in any other respect or at any other time.  This Agreement shall not be amended or modified except by an instrument in writing signed by the party against whom enforcement is sought.

12.Headings

The headings contained in this Agreement are for convenience of reference only and do not qualify or affect in any way the meaning or interpretation of this Agreement.

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13.Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument.

14.Governing Law

This Agreement shall be construed and enforced in accordance with, and shall be governed by, the laws of the State of New York, without regard to conflicts of laws provisions except that New York General Obligations Law Section 5-1401 shall apply.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date written above.

CONOCOPHILLIPS COMPANY
By:	s/William R. Gover
Name:	WILLIAM R. GOVER
Title:	Asset Disposition Project Lead
ALIMENTATION COUCHE-TARD INC.
By :	s/Richard Fortin
Name :	RICHARD FORTIN
Title :	Executive Vice-President and Chief Financial Officer

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EX-10.3

Exhibit 10.3

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 FINANCIAL INSTITUTIONS
FROM TIME TO TIME PARTIES HERETO,
as the Lenders,

NATIONAL BANK OF CANADA,
as the Canadian Administrative Agent,

and

CANADIAN IMPERIAL BANK OF COMMERCE,
as the U.S. Administrative Agent.

NATIONAL BANK FINANCIAL,
as Sole Lead Arranger and Book Runner in respect of
the Canadian Term Loans and Revolving Loans,

and

THE BANK OF NOVA SCOTIA
and CIBC WORLD MARKETS CORP.,
as Joint Lead Arrangers and Book Runners

in respect of the U.S. Term Loans

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.1.		Defined Terms
SECTION 1.2.		Use of Defined Terms
SECTION 1.3.		Cross-References
SECTION 1.4.		Accounting and Financial Determinations
ARTICLE II COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES AND LETTERS OF CREDIT
SECTION 2.1.		Commitments
	SECTION 2.1.1.		Revolving Loan Commitments and Swing Line Loan Commitments
	SECTION 2.1.2.		Letter of Credit Commitment
	SECTION 2.1.3.		Term Loan Commitments
SECTION 2.2.		Reduction of the Commitment Amounts
SECTION 2.3.		Borrowing Procedures
	SECTION 2.3.1.		Borrowing Procedure
	SECTION 2.3.2.		Swing Line Loans; Participations, etc
SECTION 2.4.		Continuation and Conversion Elections
	SECTION 2.4.1.		Converting Canadian Prime Rate Loans to, or Continuing Canadian BAs as, Canadian BAs
	SECTION 2.4.2.		Converting Canadian BAs to Canadian Prime Rate Loans
SECTION 2.5.		Funding
SECTION 2.6.		Issuance Procedures
	SECTION 2.6.1.		Other Lenders’ Participation
	SECTION 2.6.2.		Disbursements
	SECTION 2.6.3.		Reimbursement
	SECTION 2.6.4.		Deemed Disbursements
	SECTION 2.6.5.		Nature of Reimbursement Obligations
	SECTION 2.6.6.		Deemed Utilization
SECTION 2.7.		Register; Notes
SECTION 2.8.		Canadian BAs

i

	SECTION 2.8.1.		Funding of Canadian BAs
	SECTION 2.8.2.		Execution of Canadian BAs
	SECTION 2.8.3.		Special Provisions Relating to Acceptance Notes
SECTION 2.9.		Increase in Commitments
ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
SECTION 3.1.		Repayments and Prepayments; Application
	SECTION 3.1.1.		Repayments and Prepayments
	SECTION 3.1.2.		Application
SECTION 3.2.		Interest Provisions
	SECTION 3.2.1.		Rates
	SECTION 3.2.2.		Post-Maturity Rates
	SECTION 3.2.3.		Payment Dates
	SECTION 3.2.4.		Interest Act Provision
SECTION 3.3.		Fees
	SECTION 3.3.1.		Commitment Fee
	SECTION 3.3.2.		Administrative Agents’ Fees
	SECTION 3.3.3.		Letter of Credit Fee
ARTICLE IV CERTAIN LIBO RATE, CANADIAN BA AND OTHER PROVISIONS
SECTION 4.1.		Fixed Rate Lending Unlawful
SECTION 4.2.		Deposits Unavailable; Circumstances making Canadian BAs Unavailable
SECTION 4.3.		Increased Loan Costs, etc
SECTION 4.4.		Funding Losses
SECTION 4.5.		Increased Capital Costs
SECTION 4.6.		Taxes
SECTION 4.7.		Payments, Computations, etc
SECTION 4.8.		Sharing of Payments
SECTION 4.9.		Setoff
SECTION 4.10.		Account Debit Authorization

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ARTICLE V CONDITIONS TO CREDIT EXTENSIONS
SECTION 5.1.		Initial Credit Extension
	SECTION 5.1.1.		Resolutions, etc
	SECTION 5.1.2.		Closing Date Certificate
	SECTION 5.1.3.		Consummation of Transaction
	SECTION 5.1.4.		Payment of Outstanding Indebtedness, etc
	SECTION 5.1.5.		Delivery of Notes
	SECTION 5.1.6.		Financial Information, etc
	SECTION 5.1.7.		Compliance Certificate
	SECTION 5.1.8.		Solvency, etc
	SECTION 5.1.9.		Guarantees
	SECTION 5.1.10.		Security Agreements
	SECTION 5.1.11.		Intellectual Property Security Agreement
	SECTION 5.1.12.		Closing Fees, Expenses, etc
	SECTION 5.1.13.		Filing Agent, etc
	SECTION 5.1.14.		Insurance
	SECTION 5.1.15.		Mortgage
	SECTION 5.1.16.		Opinions of Counsel
	SECTION 5.1.17.		Information pursuant to Terrorism Laws
	SECTION 5.1.18.		Process Agent
	SECTION 5.1.19.		Perfection Certificate
	SECTION 5.1.20.		Joinder Agreement
SECTION 5.2.		All Credit Extensions
	SECTION 5.2.1.		Compliance with Warranties, No Default, etc
	SECTION 5.2.2.		Credit Extension Request, etc
	SECTION 5.2.3.		Satisfactory Legal Form
ARTICLE VI REPRESENTATIONS AND WARRANTIES
SECTION 6.1.		Organization, etc
SECTION 6.2.		Due Authorization, Non-Contravention, etc

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SECTION 6.3.		Government Approval, Regulation, etc
SECTION 6.4.		Validity, etc
SECTION 6.5.		Financial Information
SECTION 6.6.		No Material Adverse Change; Solvency
SECTION 6.7.		Litigation, Labor Controversies, etc
SECTION 6.8.		Subsidiaries
SECTION 6.9.		Ownership of Properties
SECTION 6.10.		Taxes
SECTION 6.11.		Pension and Welfare Plans
SECTION 6.12.		Environmental Warranties
SECTION 6.13.		Accuracy of Information
SECTION 6.14.		Regulations U and X
SECTION 6.15.		Issuance of Subordinated Debt; Status of Obligations as Senior Indebtedness, etc
SECTION 6.16.		Real Property
SECTION 6.17.		Obligors
ARTICLE VII COVENANTS
SECTION 7.1.		Affirmative Covenants
	SECTION 7.1.1.		Financial Information, Reports, Notices, etc
	SECTION 7.1.2.		Maintenance of Existence; Compliance with Laws, etc
	SECTION 7.1.3.		Maintenance of Properties
	SECTION 7.1.4.		Insurance
	SECTION 7.1.5.		Books and Records
	SECTION 7.1.6.		Environmental Law Covenant
	SECTION 7.1.7.		Use of Proceeds
	SECTION 7.1.8.		Future Guarantors, Security, etc
	SECTION 7.1.9.		Rate Protection Agreements
	SECTION 7.1.10.		Real Property
	SECTION 7.1.11.		Senior Secured Bank Debt Rating
SECTION 7.2.		Negative Covenants

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	SECTION 7.2.1.		Business Activities
	SECTION 7.2.2.		Indebtedness
	SECTION 7.2.3.		Liens
	SECTION 7.2.4.		Financial Condition and Operations
	SECTION 7.2.5.		Investments
	SECTION 7.2.6.		Restricted Payments, etc
	SECTION 7.2.7.		Capital Expenditures, etc
	SECTION 7.2.8.		No Prepayment of Subordinated Debt
	SECTION 7.2.9.		Issuance of Capital Securities
	SECTION 7.2.10.		Consolidation, Merger, Permitted Acquisitions, etc
	SECTION 7.2.11.		Permitted Dispositions
	SECTION 7.2.12.		Modification of Certain Agreements
	SECTION 7.2.13.		Transactions with Affiliates
	SECTION 7.2.14.		Restrictive Agreements, etc
	SECTION 7.2.15.		Sale and Leaseback
ARTICLE VIII EVENTS OF DEFAULT
SECTION 8.1.		Listing of Events of Default
	SECTION 8.1.1.		Non-Payment of Obligations
	SECTION 8.1.2.		Breach of Warranty
	SECTION 8.1.3.		Non-Performance of Certain Covenants and Obligations
	SECTION 8.1.4.		Non-Performance of Other Covenants and Obligations
	SECTION 8.1.5.		Default on Other Indebtedness
	SECTION 8.1.6.		Judgments
	SECTION 8.1.7.		Pension Plans
	SECTION 8.1.8.		Change in Control
	SECTION 8.1.9.		Bankruptcy, Insolvency, etc
	SECTION 8.1.10.		Impairment of Security, etc
	SECTION 8.1.11.		Failure of Subordination
	SECTION 8.1.12.		Event Of Default Under Material Sale Lease-Back Documents

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SECTION 8.2.	Action if Bankruptcy
SECTION 8.3.	Action if Other Event of Default
ARTICLE IX THE ADMINISTRATIVE AGENTS AND THE COLLATERAL AGENT
SECTION 9.1.	Actions
SECTION 9.2.	Funding Reliance, etc
SECTION 9.3.	Exculpation
SECTION 9.4.	Successor
SECTION 9.5.	Loans by National Bank of Canada and Canadian Imperial Bank of Commerce
SECTION 9.6.	Credit Decisions
SECTION 9.7.	Copies, etc
SECTION 9.8.	Reliance by Administrative Agents and Collateral Agent
SECTION 9.9.	Defaults
SECTION 9.10.	Information to the Canadian Administrative Agent
ARTICLE X GUARANTY PROVISIONS
SECTION 10.1.	Borrower Guaranty Provisions
SECTION 10.2.	Borrower Guaranty
SECTION 10.3.	Guaranty Absolute, etc
SECTION 10.4.	Reinstatement, etc
SECTION 10.5.	Waiver, etc
SECTION 10.6.	Postponement of Subrogation, etc
ARTICLE XI MISCELLANEOUS PROVISIONS
SECTION 11.1.	Waivers, Amendments, etc
SECTION 11.2.	Notices; Time
SECTION 11.3.	Payment of Costs and Expenses
SECTION 11.4.	Indemnification
SECTION 11.5.	Survival
SECTION 11.6.	Severability

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SECTION 11.7.	Headings
SECTION 11.8.	Execution in Counterparts, Effectiveness, etc
SECTION 11.9.	Governing Law; Entire Agreement
SECTION 11.10.	Successors and Assigns
SECTION 11.11.	Sale and Transfer of Credit Extensions; Participations in Credit Extensions Notes
SECTION 11.12.	Other Transactions
SECTION 11.13.	Forum Selection and Consent to Jurisdiction
SECTION 11.14.	Service of Process, Appointment of Process Agent
SECTION 11.15.	Waiver of Jury Trial
SECTION 11.16.	Judgment Currency
SECTION 11.17.	Tax Matters Disclosure
SECTION 11.18.	Patriot Act Notification

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SCHEDULE I	-	Disclosure Schedule
SCHEDULE II	-	Percentages; LIBOR Office; Domestic Office
SCHEDULE III	-	Permitted Sale-Leaseback/Permitted Store Closure Sites
SCHEDULE IV	-	Fiscal Quarter End Dates and Quarterly Payment Dates
SCHEDULE V	-	Fiscal Year End Dates
SCHEDULE VI	-	Existing Letters of Credit
SCHEDULE VII	-	EBITDA
SCHEDULE VIII	-	Borrowers Under Credit Agreement
EXHIBIT A-1	-	Form of Canadian Revolving Note
EXHIBIT A-2	-	Form of U.S. Revolving Note
EXHIBIT A-3	-	Form of Canadian Term Note
EXHIBIT A-4	-	Form of U.S. Term Note
EXHIBIT A-5	-	Form of Canadian Swing Line Note
EXHIBIT A-6	-	Form of U.S. Swing Line Note
EXHIBIT A-7	-	Form of Acceptance Note
EXHIBIT B-1	-	Form of Canadian Term Loan/Revolving Loan Borrowing Request
EXHIBIT B-2	-	Form of U.S. Term Loan Borrowing Request
EXHIBIT B-3	-	Form of Issuance Request
EXHIBIT C-1	-	Form of Canadian Term Loan/Revolving Loan Continuation/Conversion Notice
EXHIBIT C-2	-	Form of U.S. Term Loan Continuation/Conversion Notice
EXHIBIT D	-	Form of Closing Date Certificate
EXHIBIT E	-	Form of Compliance Certificate
EXHIBIT F-1	-	Form of ACT Guaranty
EXHIBIT F-2	-	Form of Canadian Subsidiary Guaranty
EXHIBIT F-3	-	Form of U.S. Subsidiary Guaranty
EXHIBIT G-1	-	Form of Québec Security Agreement
EXHIBIT G-2	-	Form of Canadian Borrower Pledge and Security Agreement
EXHIBIT G-3	-	Form of Canadian Subsidiary Pledge and Security Agreement
EXHIBIT G-4	-	Form of U.S. Borrower Pledge and Security Agreement
EXHIBIT G-5	-	Form of U.S. Subsidiary Pledge and Security Agreement
EXHIBIT H	-	Form of Lender Assignment Agreement
EXHIBIT I	-	Form of Solvency Certificate
EXHIBIT J	-	Form of Joinder Agreement
EXHIBIT K	-	Form of Offer to Prepay

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of December 17, 2003, is among ALIMENTATION COUCHE-TARD INC., a corporation organized under the laws of the Province of Québec, Canada (“ACT”), certain of its Canadian wholly-owned Subsidiaries, as set forth on the signature pages hereto as Canadian Borrowers, certain of its U.S. wholly-owned Subsidiaries, as set forth on the signature pages hereto and, immediately following the consummation of the Acquisition (as defined below) pursuant to a joinder agreement in form and substance satisfactory to the Arrangers (as defined below), Circle K Stores Inc. (“Circle K Stores”) as U.S. Borrowers, the various financial institutions and other Persons from time to time parties hereto which extend Commitments to make Canadian Term Loans or Revolving Loans to the Canadian Borrowers (the “Canadian Facility Lenders”), the various financial institutions and other Persons (including Canadian Facility Lenders acting through their U.S. branches, agencies or Affiliates) from time to time parties hereto which extend Commitments to make U.S. Term Loans or U.S. Revolving Loans to the U.S. Borrowers (the “U.S. Facility Lenders” and, together with the Canadian Facility Lenders, collectively referred to as the “Lenders”), NATIONAL BANK OF CANADA, as administrative agent for the Lenders making Canadian Term Loans and Revolving Loans (in such capacity, the “Canadian Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, acting through its U.S. branches or agencies, as administrative agent for the Lenders making U.S. Term Loans (in such capacity, the “U.S. Administrative Agent” and, together with the Canadian Administrative Agent, the “Administrative Agents”), and NATIONAL BANK FINANCIAL, as the Sole Lead Arranger in respect of the Canadian Term Loans and Revolving Loans, and THE BANK OF NOVA SCOTIA and CIBC WORLD MARKETS CORP., as Joint Lead Arrangers and Book Runners in respect of the U.S. Term Loans (National Bank Financial, The Bank of Nova Scotia and CIBC World Markets Corp. are collectively referred to herein in such capacity as the “Arrangers”).

W I T N E S S E T H:

WHEREAS, in accordance with and subject to the terms and conditions contained in the Stock Purchase Agreement, dated October 3, 2003 (as amended by that certain Addendum to Stock Purchase Agreement, dated December 11, 2003, the “Purchase Agreement”), between ACT and ConocoPhillips Company (the “Seller”), ACT has agreed to acquire, either directly or through a U.S. wholly-owned Subsidiary (the “Acquisition”), from the Seller all of the issued and outstanding Capital Securities (the “Shares”) of The Circle K Corporation (“Circle K Corp.”) for an aggregate purchase price not to exceed $830,000,000, as adjusted under the Purchase Agreement;

WHEREAS, simultaneously with the Acquisition, the Borrowers intend to refinance substantially all of the Canadian Borrowers’ existing Indebtedness in an amount approximately equal to C$240,000,000 and assume certain of Circle K Stores’ existing Indebtedness in an amount approximately equal to $7,900,000 (collectively referred to as the “Refinancing”);

WHEREAS, in order to consummate the Acquisition and the Refinancing, to pay fees and expenses associated therewith and to provide for the ongoing working capital needs and general corporate purposes of the Borrowers and their respective Subsidiaries:

(a)  the Borrowers have requested that the Lenders provide:

(i)  a Canadian Term Loan Commitment pursuant to which Canadian Term Loans will be made in a single Borrowing on the Closing Date;

(ii)  a U.S. Term Loan Commitment pursuant to which U.S. Term Loans will be made in a single Borrowing on the Closing Date;

(iii)  a Canadian Revolving Loan Commitment (to include availability for Canadian Revolving Loans, Canadian Swing Line Loans and Canadian Letters of Credit) pursuant to which Canadian Revolving Loans will be made from time to time prior to the Canadian Revolving Loan Commitment Termination Date;

(iv)  a U.S. Revolving Loan Commitment (to include availability for U.S. Revolving Loans, U.S. Swing Line Loans and U.S. Letters of Credit) pursuant to which U.S. Revolving Loans will be made from time to time prior to the U.S. Revolving Loan Commitment Termination Date;

(v)  a Canadian Letter of Credit Commitment pursuant to which Canadian Letters of Credit will be issued from time to time prior to the Canadian Revolving Loan Commitment Termination Date;

(vi)  a U.S. Letter of Credit Commitment pursuant to which U.S. Letters of Credit will be issued from time to time prior to the U.S. Revolving Loan Commitment Termination Date;

(vii)  a Canadian Swing Line Loan Commitment pursuant to which Canadian Swing Line Loans will be made from time to time prior to the Canadian Revolving Loan Commitment Termination Date; and

(viii)  a U.S. Swing Line Loan Commitment pursuant to which U.S. Swing Line Loans will be made from time to time prior to the U.S. Revolving Loan Commitment Termination Date;

(b)  Couche-Tard U.S. L.P. (“Couche-Tard U.S.”) and Couche-Tard Financing Corp. (“Couche-Tard Finance”) intend to issue, pursuant to the Indenture, $350,000,000 in gross proceeds of 7½% senior subordinated notes due 2013 (including any publicly registered subordinated notes exchanged therefor, collectively, the “Subordinated Notes”);

(c)  ACT has through a private placement raised C$223,600,000, and intends to make or cause to be made, directly or indirectly, an equity contribution and unsecured

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subordinated loans in an aggregate amount not less than C$223,600,000 to the capital of Couche-Tard U.S. (the “Equity Issuance and Contribution”); and

WHEREAS, the Lenders are willing, on the terms and subject to the conditions hereinafter set forth, to extend the Commitments and make Loans to the Borrowers and issue (or participate in) Letters of Credit;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1.  Defined Terms.  The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall, except where the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

“Acceptance Note” is defined in clause (b) of Section 2.8.3.

“Acquisition” is defined in the first recital.

“ACT” is defined in the preamble.

“ACT Guaranty” means the guaranty, substantially in the form of Exhibit F-1 hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“ADA Agreement” means the ADA Agreement dated as of December 11, 2003 between ACT and the Seller.

“Additional Loan Commitments”  is defined in Section 2.9.

“Additional Revolving Loan Commitments”  is defined in Section 2.9.

“Additional Term Loan Commitments”  is defined in Section 2.9.

“Adjusted Leverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (a) (i) Total Debt outstanding on the last day of such Fiscal Quarter plus (ii) the product of eight times ACT’s consolidated Rent Expense for such Fiscal Quarter and each of the three immediately preceding Fiscal Quarters less (iii) (but only to the extent of principal outstanding on Revolving Loans on the date of determination) Cash In Transit to (b) EBITDAR computed for the period consisting of such Fiscal Quarter and each of the three immediately preceding Fiscal Quarters on an aggregate basis.

“Administrative Agent Fee Letters” means, collectively, the confidential fee letter, dated October 3, 2003 (as amended), among the Canadian Administrative Agent and ACT, and the

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confidential fee letter, dated October 3, 2003 (as amended), among the U.S. Administrative Agent and ACT.

“Administrative Agents” is defined in the preamble and includes each other Person appointed as a successor Canadian Administrative Agent or U.S. Administrative Agent pursuant to Section 9.4.

“Affiliate” of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with such Person.  “Control” of a Person means the power, directly or indirectly, (a) to vote 10% or more of the Capital Securities (on a fully diluted basis) of such Person having ordinary voting power for the election of directors, managing members or general partners (as applicable) or (b) to direct or cause the direction of the management and policies of such Person (whether by contract or otherwise).

“Agents” means, collectively, the Administrative Agents and the Collateral Agent.

“Agreement” means, on any date, this Credit Agreement as originally in effect on the Effective Date and as thereafter from time to time amended, supplemented, amended and restated or otherwise modified from time to time and in effect on such date.

“Alternate Base Rate” means, for any day, a fluctuating rate of interest per annum (rounded upward, if necessary, to the next highest 1/16 of 1%) equal to (a) in the case of U.S. Term Loans, the higher of (i) the U.S. Administrative Agent’s U.S. Base Rate in effect on such day and (ii) the Federal Funds Rate in effect on such day plus 1/2 of 1%, (b) in the case of U.S. Revolving Loans, the higher of (i) the U.S. Base Rate of a U.S. branch or agency of the Canadian Administrative Agent in effect on such day and (ii) the Federal Funds Rate in effect on such day plus 1/2 of 1% and (c) in the case of Canadian Loans denominated in U.S. Dollars, the higher of (i) the Canadian Administrative Agent’s U.S. Prime Rate in effect on such day and (ii) the Federal Funds Rate in effect on such day plus 1/2 of 1%.  Changes in the rate of interest on that portion of any Loans maintained as Floating Rate Loans will take effect simultaneously with each change in the Alternate Base Rate.  The applicable Administrative Agent will give notice promptly to ACT of changes in the Alternate Base Rate; provided, that the failure to give such notice shall not affect the Alternate Base Rate in effect after such change.

“Alternate Base Rate Loan” means a U.S. Loan or a Canadian Loan denominated in U.S. Dollars and bearing interest at a floating rate determined by reference to the Alternate Base Rate.

“Annualized” means with respect to the first three Fiscal Quarters of ACT ending after the Closing Date, the applicable amount for the period after the Closing Date, divided by the number of days during such period, multiplied by 365 (or 366, as applicable).

“Applicable Canadian BA Stamping Fee” means, with respect to Canadian Loans maintained as Canadian BAs, (a) at all times prior to the Reset Date, 2.50% per annum and (b) at all times after the Reset Date, the applicable percentage set forth under the column entitled “Applicable Canadian BA Stamping Fee” in the definition of Applicable Margin.

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“Applicable Commitment Fee Margin” means (a) at all times prior to the Reset Date, 0.75% and (b) at all times after the Reset Date, the applicable percentage set forth below corresponding to the relevant Leverage Ratio determined by reference to the Leverage Ratio set forth in the Compliance Certificate most recently delivered by ACT to the Administrative Agents:

Leverage Ratio	Applicable Commitment Fee Margin
> 2.50:1	0.750	%
> 2.00:1 but < 2.50:1	0.625	%
> 1.50:1 but < 2.00:1	0.500	%
< 1.50:1	0.375	%

Changes in the Applicable Commitment Fee Margin resulting from a change in the Leverage Ratio shall become effective upon delivery by ACT to the Administrative Agents of a new Compliance Certificate pursuant to clause (c) of Section 7.1.1.  If ACT shall fail to deliver a Compliance Certificate within 45 days after the end of any Fiscal Quarter (or within 90 days, in the case of the last Fiscal Quarter of the Fiscal Year), the Applicable Commitment Fee Margin from and including the 46^th (or 91^st, as the case may be) day after the end of such Fiscal Quarter to but not including the date ACT delivers to the Administrative Agents a Compliance Certificate shall be the highest Applicable Commitment Fee Margin set forth above.

“Applicable Margin” means (a) with respect to U.S. Term Loans (i) 1.25% for U.S. Term Loans maintained as Floating Rate Loans and (ii) 2.25% for U.S. Term Loans maintained as LIBO Rate Loans and (b) with respect to Canadian Term Loans and Revolving Loans, (i) at all times prior to the Reset Date, (A) 1.50% for Canadian Term Loans and Revolving Loans maintained as Floating Rate Loans and (B) 2.50% for Canadian Term Loans and Revolving Loans maintained as Fixed Rate Loans and (ii) at all times after the Reset Date, with respect to Canadian Term Loans and Revolving Loans, the applicable percentage set forth below corresponding to the relevant Leverage Ratio determined by reference to the Leverage Ratio set forth in the Compliance Certificate most recently delivered by ACT to the Administrative Agents:

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For Canadian Term Loans and Revolving Loans:

Leverage Ratio	Applicable Margin For Floating Rate Loans		Applicable Margin For LIBO Rate Loans		Applicable Canadian BA Stamping Fee
> 2.50:1	1.50	%	2.50	%	2.50	%
> 2.00:1 but < 2.50:1	1.25	%	2.25	%	2.25	%
> 1.50:1 but < 2.00:1	1.00	%	2.00	%	2.00	%
< 1.50:1	0.75	%	1.75	%	1.75	%

Changes in the Applicable Margin resulting from a change in the Leverage Ratio shall become effective upon delivery by ACT to the Administrative Agents of a new Compliance Certificate pursuant to clause (c) of Section 7.1.1.  If ACT shall fail to deliver a Compliance Certificate within 45 days after the end of any Fiscal Quarter (or within 90 days, in the case of the last Fiscal Quarter of the Fiscal Year), the Applicable Margin from and including the 46^th (or 91^st, as the case may be) day after the end of such Fiscal Quarter to but not including the date ACT delivers to the Administrative Agents a Compliance Certificate shall be the highest Applicable Margin set forth above.

“Approved Fund” means any Person (other than a natural Person) that (a) is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, and (b) is administered or managed by a Lender, an Affiliate of a Lender or an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger Fee Letter” means the confidential letter, dated October 3, 2003, among ACT and the Arrangers.

“Arrangers” is defined in the preamble.

“Authorized Officer” means, relative to any Obligor, those of its officers, general partners, managing members or trustees (as applicable) (or, solely for the purpose of executing Loan Documents on the Closing Date, those authorized Persons satisfactory to the Administrative Agents) whose signatures and incumbency shall have been certified from time to time to the Administrative Agents.

“Bank Act Agreements” means, collectively, the assignments under Section 427 of the Bank Act (Canada) and the related agreements executed and delivered by each Canadian

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Borrower in favor of the Lenders that are “banks” under such Act, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Borrowers” means, collectively, the Canadian Borrowers and the U.S. Borrowers.

“Borrowing” means the Loans of the same type and, in the case of Fixed Rate Loans, having the same Interest Period made by all Lenders required to make such Loans on the same Business Day and pursuant to the same Borrowing Request in accordance with Section 2.3.

“Borrowing Request” means, as the context may require, the Canadian Term Loan/Revolving Loan Borrowing Request or the U.S. Term Loan Borrowing Request.

“Business Day” means (a) any day which is neither a Saturday or Sunday nor (i) relative to matters with respect to U.S. Loans and Canadian Loans denominated in U.S. Dollars, a legal holiday on which banks are authorized or required to be closed in New York, New York, Montréal, Québec or Toronto, Ontario, or (ii) relative to matters with respect to Canadian Loans, a legal holiday on which banks are authorized or required to be closed in Montréal, Québec or Toronto, Ontario, and (b) relative to the making, continuing, prepaying or repaying of any LIBO Rate Loans, any day which is a Business Day described in clause (a)(i) or (ii) above, as the case may be, and which is also a day on which dealings in U.S. Dollars are carried on in the London interbank eurodollar market.

“Canadian Administrative Agent” is defined in the preamble (it being understood, for greater certainty, that the Canadian Administrative Agent will be acting through its offices or branches (including corresponding offices) in the United States of America for the purposes of the U.S. Revolving Loans).

“Canadian BA” means a depository bill as defined in the Depository Bills and Notes Act (Canada) in Canadian Dollars that is in the form of an order signed by a Canadian Borrower and accepted by a Canadian Facility Lender pursuant to this Agreement or, for Canadian Facility Lenders not participating in clearing services contemplated in that Act, a draft or bill of exchange in Canadian Dollars that is drawn by a Canadian Borrower and accepted by a Canadian Facility Lender pursuant to this Agreement.  Orders that become depository bills, drafts and bills of exchange are sometimes collectively referred to in this Agreement as “drafts.”  Canadian BAs shall have a term of approximately 30, 60, 90 or 180 days, shall be issued and payable only in Canada and shall have a face amount of an integral multiple of C$100,000.  In addition, to the extent the context shall require, each Acceptance Note shall be deemed to be a Canadian BA.

“Canadian Borrower Pledge and Security Agreement” means the Pledge and Security Agreement executed and delivered by each Canadian Borrower, substantially in the form of Exhibit G-2 hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Canadian Borrowers” means, collectively, the Canadian Revolving Loan Borrowers and the Canadian Term Loan Borrower.

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“Canadian Dollar” and “C$” each mean the lawful currency of Canada.

“Canadian Dollar Equivalent”means, on any date of determination, the equivalent in Canadian Dollars of any value or sum denominated in U.S. Dollars using the rate of exchange quoted by the Bank of Canada on the Business Day preceding the day as of which any determination of such rate is required to be made under the terms hereof, as the noon mid-market spot rate for conversions of U.S. Dollars into Canadian Dollars.

“Canadian Facility Lender” is defined in the preamble.

“Canadian Letter of Credit” is defined in clauses (a) of Section 2.1.2.

“Canadian Letter of Credit Commitment” means the Issuer’s obligation to issue Canadian Letters of Credit pursuant to Section 2.1.2.

“Canadian Letter of Credit Commitment Amount” means, on any date, a maximum amount of C$10,000,000 (or the U.S. Dollar Equivalent thereof), as such amount may be permanently reduced from time to time pursuant to Section 2.2.

“Canadian Letter of Credit Outstandings” means, on any date, an amount equal to the sum of (a) the then aggregate amount which is undrawn and available under all issued and outstanding Canadian Letters of Credit, and (b) the then aggregate amount of all unpaid and outstanding Reimbursement Obligations in respect of such Canadian Letters of Credit.

 “Canadian Loan” means, as the context may require, a Canadian Revolving Loan, a Canadian Term Loan or a Canadian Swing Line Loan.

“Canadian Netting Parties” refers collectively to the Canadian Borrowers and any of their Canadian Affiliates which are or shall become party to the Compensation Agreements from time to time.

“Canadian Note” means, as the context may require, a Canadian Term Note, a Revolving Note or a Canadian Swing Line Note.

“Canadian Operating Accounts” means the accounts maintained by the Canadian Netting Parties with the Canadian Swing Line Lender for the purpose of their day-to-day operations and transactions.

“Canadian Overdraft Obligations” is the collective reference to the obligations of the Canadian Netting Parties to pay to the Canadian Swing Line Lender any amount due under the Compensation Agreements.

“Canadian Pension Plan” means (a) a “pension plan” or “plan” which is subject to applicable pension benefits legislation in any jurisdiction of Canada and is applicable to employees resident in Canada of ACT or any Canadian Subsidiary of ACT, or (b) any pension benefit plan or similar arrangement applicable to employees resident in Canada of ACT or any Canadian Subsidiary of ACT.

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“Canadian Person”  means a Person that is either (i) not a “non-resident” of Canada or (ii) an authorized foreign bank, in either case within the meaning of the Income Tax Act (Canada).

“Canadian Prime Rate” means, for any day, a fluctuating rate of interest per annum (rounded upward, if necessary, to the next highest 1/100 of 1%) equal to the higher of

(a)  the rate of interest per annum most recently announced or established by the Canadian Administrative Agent as its reference rate in effect on such day for determining interest rates for Canadian Dollar denominated commercial loans in Canada and commonly known as the “prime rate” of the Canadian Administrative Agent (such rate not being intended to be the lowest rate of interest charged by the Canadian Administrative Agent in connection with extensions of credit to debtors); and

(b)  the CDOR Rate most recently determined by the Canadian Administrative Agent for 30-days bankers’ acceptances plus 1.00%.

Changes in the rate of interest on that portion of any Canadian Loans maintained as Canadian Prime Rate Loans will take effect simultaneously with each change in the Canadian Prime Rate.  The Canadian Administrative Agent will give notice promptly to ACT and the Canadian Facility Lenders of changes in the Canadian Prime Rate; provided, that the failure to give such notice shall not affect the Canadian Prime Rate in effect after such change.

“Canadian Prime Rate Loan” means a Canadian Loan denominated in Canadian Dollars and bearing interest at a fluctuating rate determined by reference to the Canadian Prime Rate.

“Canadian Register” is defined in clause (a) of Section 2.7.

“Canadian Revolving Loan Borrower” is defined in clause (a) of Section 2.1.1.

“Canadian Revolving Loan Commitment” means, relative to any Lender, such Lender’s obligation (if any) to make Canadian Revolving Loans pursuant to clause (a) of Section 2.1.1 in accordance with its Canadian Revolving Loan Percentage.

“Canadian Revolving Loan Commitment Amount” means, on any date, C$50,000,000 (or the U.S. Dollar Equivalent thereof), as such amount may be reduced from time to time pursuant to Section 2.2.

“Canadian Revolving Loan Commitment Termination Date” means the earliest of

(a)  December 31, 2003 (if the initial Credit Extension has not occurred on or prior to such date);

(b)  December 17, 2008;

(c)  the date on which the Canadian Revolving Loan Commitment Amount is terminated in full or reduced to zero pursuant to the terms of this Agreement; and

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(d)  the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described above, the Canadian Revolving Loan Commitments shall terminate automatically and without any further action.

“Canadian Revolving Loan Lender” is defined in clause (a) of Section 2.1.1.

“Canadian Revolving Loan Percentage” means, relative to any Lender, the applicable percentage relating to Canadian Revolving Loans set forth opposite its name on Schedule II hereto under the Canadian Revolving Loan Commitment column or set forth in a Lender Assignment Agreement under the Canadian Revolving Loan Commitment column, as such percentage may be adjusted from time to time pursuant to Lender Assignment Agreements executed by such Lender and its Assignee Lender and delivered pursuant to Section 11.11.  A Lender shall not have any Canadian Revolving Loan Commitment if its percentage under the Canadian Revolving Loan Commitment column is zero.

“Canadian Revolving Loans” is defined in clause (a) of Section 2.1.1.

“Canadian Revolving Note” means a promissory note payable to any Canadian Revolving Loan Lender, in the form of Exhibit A-1 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness hereunder of the applicable Canadian Borrowers to such Canadian Revolving Loan Lender resulting from outstanding Canadian Revolving Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“Canadian Subsidiary” means any Subsidiary that is incorporated or organized under the laws of Canada or any jurisdiction thereof.

“Canadian Subsidiary Guarantor” means each Canadian Subsidiary which has executed and delivered the Canadian Subsidiary Guaranty (or a supplement thereto).

“Canadian Subsidiary Guaranty” means the subsidiary guaranty, substantially in the form of Exhibit F-2 hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Canadian Subsidiary Pledge and Security Agreement” means the Pledge and Security Agreement executed and delivered by each Subsidiary Guarantor that is a Canadian Subsidiary, substantially in the form of Exhibit G-3 hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Canadian Swing Line Lender” means, subject to the terms of this Agreement, National Bank of Canada.

“Canadian Swing Line Loan” is defined in clause (c) of Section 2.1.1.

“Canadian Swing Line Loan Commitment” is defined in clause (c) of Section 2.1.1.

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“Canadian Swing Line Loan Commitment Amount” means, on any date, C$10,000,000, as such amount may be reduced from time to time pursuant to Section 2.2.

“Canadian Swing Line Note” means, if requested by the Canadian Swing Line Lender, a promissory note payable to the Canadian Swing Line Lender, in the form of Exhibit A-5 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness hereunder of the applicable Canadian Borrowers to the Canadian Swing Line Lender resulting from outstanding Canadian Swing Line Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“Canadian Term Loan Borrower” is defined in clause (a) of Section 2.1.3.

“Canadian Term Loan Commitment” means, relative to any Lender, such Lender’s obligation (if any) to make Canadian Term Loans pursuant to clause (a) of Section 2.1.3 in accordance with its Canadian Term Loan Percentage.

“Canadian Term Loan Commitment Amount” means, on any date, $265,000,000.

“Canadian Term Loan Commitment Termination Date” means the earliest of

(a)  December 31, 2003 (if the Canadian Term Loans have not been made on or prior to such date);

(b)  the Closing Date (immediately after the making of the Canadian Term Loans on such date); and

(c)  the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described above, the Canadian Term Loan Commitments shall terminate automatically and without any further action.

“Canadian Term Loan Lender” means any Lender that has a Canadian Term Loan Commitment or that holds a Canadian Term Loan.

“Canadian Term Loan Percentage” means, relative to any Lender, the applicable percentage relating to Canadian Term Loans set forth opposite its name on Schedule II hereto under the Canadian Term Loan Commitment column or set forth in a Lender Assignment Agreement under the Canadian Term Loan Commitment column, as such percentage may be adjusted from time to time pursuant to Lender Assignment Agreements executed by such Lender and an Eligible Assignee and delivered pursuant to Section 11.11.  A Lender shall not have any Canadian Term Loan Commitment if its percentage under the Canadian Term Loan Commitment column is zero.

“Canadian Term Loan/Revolving Loan Borrowing Request” means a Canadian Term Loan or Revolving Loan request and certificate duly executed by an Authorized Officer of any applicable Canadian Borrower substantially in the form of Exhibit B-1 hereto.

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“Canadian Term Loan/Revolving Loan Continuation/Conversion Notice” means a notice of continuation or conversion (in respect of Canadian Term Loans and Revolving Loans) and certificate duly executed by an Authorized Officer of a Canadian Borrower substantially in the form of Exhibit C-1 hereto.

“Canadian Term Loans” is defined in clause (a) of Section 2.1.3.

“Canadian Term Note” means a promissory note payable to any Canadian Facility Lender, in the form of Exhibit A-3 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness hereunder of the applicable Canadian Borrowers to such Canadian Facility Lender resulting from outstanding Canadian Term Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“Canadian Welfare Plan” means any medical, health, hospitalization, insurance or other employee benefit or welfare plan, agreement or arrangement applicable to employees resident in Canada of ACT or a Canadian Subsidiary of ACT.

“Capital Expenditures” means, for any period, the aggregate amount of (a) all expenditures of ACT and its Subsidiaries for fixed or capital assets made during such period which, in accordance with GAAP, would be classified as capital expenditures and (b) Capitalized Lease Liabilities incurred during such period for fixed or capital assets, by ACT and its Subsidiaries during such period.

“Capital Securities” means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of or in such Person’s capital, whether now outstanding or issued after the Effective Date, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership or any other equivalent of such ownership interest.

“Capitalized Lease Liabilities” means, with respect to any Person, all monetary obligations of such Person under any leasing or similar arrangement which, in accordance with GAAP, would be classified as capitalized leases, and for purposes of each Loan Document the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other scheduled amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a premium or a penalty.

“Cash Collateralize” means, with respect to a Letter of Credit or Canadian BA, the deposit of immediately available funds (in the same Currency) into a cash collateral account maintained with (or on behalf of) the Canadian Administrative Agent on terms satisfactory to the Canadian Administrative Agent in an amount equal to the Stated Amount of such Letter of Credit or the face amount of such Canadian BA.

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“Cash Equivalent Investment” means, at any time:

(a)  any direct obligation of (or unconditionally guaranteed by) the United States or a State thereof or Canada or a Province thereof and rated A-1 or higher by S&P or P-1 or higher by Moody’s (or any agency or political subdivision thereof, to the extent such obligations are supported by the full faith and credit of the United States or a State thereof or Canada or a Province thereof) maturing not more than one year after such time;

(b)  commercial paper maturing not more than 270 days from the date of issue, which is issued by (i) an issuer (other than an Affiliate of any Obligor) existing under the laws of any State of the United States or of the District of Columbia, Canada or a Province thereof and rated A-1 or higher by S&P or P-1 or higher by Moody’s, or (ii)  R1 (high) by Dominion Bond Rating Service;

(c)  any certificate of deposit, time deposit or bankers acceptance, maturing not more than one year after its date of issuance, which is issued by either any bank existing under the laws of the United States (or any State thereof) or Canada and which has (i) a credit rating of A2 or higher from Moody’s or A or higher from S&P and (ii) a combined capital and surplus greater than $500,000,000; or

(d)  any repurchase agreement having a term of 30 days or less entered into with any Lender or any commercial banking institution satisfying the criteria set forth in clause (c)(i) which (i) is secured by a fully perfected security interest in any obligation of the type described in clause (a) and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such commercial banking institution thereunder; or

(e)  shares of money market mutual funds or similar funds which invest exclusively in assets of the type described in clauses (a) through (d).

“Cash In Transit” means, as of the last day of any Fiscal Quarter, the lesser of (i) $45,000,000 and (ii) the amount equal to number of stores in operation as of such day which are owned or leased by ACT and its Canadian and U.S. Subsidiaries multiplied by (ii) $24,117.

“Casualty Event” means the damage, destruction, condemnation or expropriation, as the case may be, of property of ACT or any of its Subsidiaries.

“CDOR Rate” means, for a particular term, the discount rate per annum, calculated on the basis of a year of 365 days, equal to the average rate per annum for Canadian BAs having such term that appears on the Reuters Screen CDOR Page (or any successor page) as of 10:00 a.m., Montréal time, on the first day of such term as determined by the Canadian Administrative Agent or, if such rate is not available at such time, the discount rate for Canadian BAs accepted by the Canadian Administrative Agent having such term as calculated by the Canadian Administrative Agent in accordance with normal market practice on such date.

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“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

“CERCLIS” means the Comprehensive Environmental Response Compensation Liability Information System List.

“Change in Control” means

(a)  any person or group (within the meaning of Sections 13(d) and 14(d) under the Exchange Act), other than the Permitted Holders shall become the ultimate “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Capital Securities representing (i) 50% or more of the voting rights attached to Voting Securities of ACT on a fully diluted basis or (ii) more than the percentage of the voting rights attached to Voting Securities of ACT on a fully diluted basis that is then owned directly or indirectly by the Permitted Holders and either (x) such percentage of the voting rights attached to Voting Securities of ACT is greater than 35% or (y) Alain Bouchard is not (and acting in the full capacity as) a director of the Board of Directors of ACT and Chief Executive Officer of ACT (except in the case of death or incapacity);

(b)  the failure of ACT at any time to directly or indirectly own beneficially on a fully diluted basis 100% of the outstanding Capital Securities of each Borrower;

(c)  during any period of 24 consecutive months, individuals who at the beginning of such period constituted the Board of Directors of ACT (together with any new directors whose election to such Board or whose nomination for election by the stockholders of ACT was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of ACT then in office; or

(d)  the occurrence of any “Change of Control” (or similar term) under (and as defined in) any Subordinated Debt Document.

“Circle K Corp.” is defined in the first recital.

“Circle K Enterprises” means Circle K Enterprises Inc., a Delaware corporation.

“Circle K Stores” is defined in the preamble.

“Closing Date” means the date of the initial Credit Extension hereunder.

“Closing Date Certificate” means the closing date certificate substantially in the form of Exhibit D hereto.

“Code” means the Internal Revenue Code of 1986, and the regulations thereunder, in each case as amended, reformed or otherwise modified from time to time.

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“Collateral Agent” means National Bank of Canada (including acting through its U.S. branches or agencies), together with its successors, transferees and assigns and shall be deemed to include, for the purposes of the Québec Security Agreement, National Bank Trust Inc. in its capacity as the person holding the power of attorney for the bondholders under such security agreements (within the meaning and for the purposes of Article 2692 of the Civil Code of Québec), or its successors, transferee and assigns.

“Commitment” means, as the context may require, the Canadian Term Loan Commitment, the U.S. Term Loan Commitment, the Canadian Revolving Loan Commitment, the U.S. Revolving Loan Commitment, the Canadian Letter of Credit Commitment, the U.S. Letter of Credit Commitment, the Canadian Swing Line Loan Commitment or the U.S. Swing Line Loan Commitment.

“Commitment Amount” means, as the context may require, the Canadian Term Loan Commitment Amount, the U.S. Term Loan Commitment Amount, the Canadian Revolving Loan Commitment Amount, the U.S. Revolving Loan Commitment Amount, the Canadian Letter of Credit Commitment Amount, the U.S. Letter of Credit Commitment Amount, the Canadian Swing Line Loan Commitment Amount or the U.S. Swing Line Loan Commitment Amount.

“Commitment Termination Date” means, as the context may require, the Canadian Term Loan Commitment Termination Date, the U.S. Term Loan Commitment Termination Date, the Canadian Revolving Loan Commitment Termination Date or the U.S. Revolving Loan Commitment Termination Date.

“Commitment Termination Event” means

(a)  the occurrence of any Event of Default with respect to any Borrower described in clauses (a) through (d) of Section 8.1.9; or

(b)  the occurrence and continuance of any other Event of Default and either

(i)  the declaration of all or any portion of the outstanding principal amount of the Loans to be due and payable pursuant to Section 8.3, or

(ii)  the giving of notice by the Administrative Agents, acting at the direction of the Required Lenders, to ACT that the Commitments have been terminated pursuant to Section 8.3.

“Compensation Agreements” is defined in clause (a) of Section 2.3.2.

“Compliance Certificate” means a certificate substantially in the form of Exhibit E hereto.

“Contingent Liability” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness of

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any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person.  The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be (i) the outstanding principal amount of the debt, obligation or other liability guaranteed thereby (in the case of a guaranty of payment) and (ii) determined in accordance with GAAP (in the case of other Contingent Liabilities).

“Continuation/Conversion Notice” means a Canadian Term Loan/Revolving Loan Continuation/Conversion Notice or a U.S. Term Loan/Revolving Loan Continuation/Conversion Notice.

“Controlled Group” means all members of a controlled group of corporations and all members of a controlled group of trades or businesses (whether or not incorporated) under common control which, together with any Borrower, are treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001 of ERISA.

“Couche-Tard Finance” is defined in the third recital.

“Couche-Tard U.S.” is defined in the third recital.

“Credit Extension” means, as the context may require, (a) the making of a Loan by a Lender (including the acceptance of a Canadian BA) or (b) the issuance of any Letter of Credit, or the extension of any Stated Expiry Date of any existing Letter of Credit, by the Issuer.

“Currency” means, as the context may require, U.S. Dollars and/or Canadian Dollars.

“Default” means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default.

“Disbursement” is defined in Section 2.6.2.

“Disbursement Date” is defined in Section 2.6.2.

“Disclosure Schedule” means the Disclosure Schedule attached hereto as Schedule I, as it may be amended, supplemented, amended and restated or otherwise modified from time to time by ACT with the written consent of the Required Lenders.

“Discount Rate” means, on any day, for a particular term (a) in respect of any Canadian BA accepted by a Lender that is a Canadian Schedule I bank, the CDOR Rate on such day for such term; and (b) in respect of any Canadian BA or Acceptance Note, as the case may be, accepted by a Lender that is not a Canadian Schedule I bank, the lesser of (i) the discount rate of such Lender in effect at or about 10:00 a.m., Montréal time, on such day for Canadian BAs or Acceptance Notes of such Lender for a comparable term, and (ii) the CDOR Rate plus 0.10%.

“Disposition” (or similar words such as “Dispose”) means any sale, transfer, lease (other than leases or subleases in the ordinary course of business to third persons not interfering in any material respect with the business of ACT or any of its Subsidiaries), contribution or other

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conveyance (including by way of merger) of, or the granting of options, warrants or other rights to, either ACT’s or its Subsidiaries’ assets (including accounts receivable and Capital Securities of Subsidiaries) to any other Person (other than to another Obligor) in a single transaction or series of transactions (exclusive of licensing by an Obligor of its intellectual property to the extent it does not interfere with the ordinary course of business).

“Domestic Office” means

(a)  relative to any U.S. Facility Lender, the office of such Lender designated as its “U.S. Domestic Office” on Schedule II hereto or in a Lender Assignment Agreement, or such other office within the United States as may be designated from time to time by notice from such Lender to the U.S. Administrative Agent and ACT; and

(b)  relative to any Canadian Facility Lender, the office of such Lender designated as its “Canadian Domestic Office” on Schedule II hereto or in a Lender Assignment Agreement, or such other office within Canada as may be designated from time to time by notice from such Lender to the Canadian Administrative Agent and ACT.

“EBITDA” means, (i) in respect of the three Fiscal Quarters ending prior to the Closing Date, the amounts set forth in Schedule VII hereto, (ii) for the first Fiscal Quarter ending immediately after the Closing Date, the amount determined in accordance with the methodology set forth in Schedule VII and (iii) for any other Fiscal Quarter, the sum of (a) Net Income, plus (b) to the extent deducted in determining Net Income, the sum of (i) amounts attributable to amortization, (ii) Income Tax Expense, (iii) Interest Expense and (iv) amounts attributable to depreciation of assets.

“EBITDAR” means, for any applicable period, the sum of (a) EBITDA plus (b) Rent Expense.

“Effective Date” means the date this Agreement becomes effective pursuant to Section 11.8.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender (for so long as such Person constitutes the same), (c) an Approved Fund (for so long as such Person constitutes the same) or (d) any other Person (other than a natural Person) and, in each case, that is either a Canadian Person approved by the Canadian Administrative Agent (in the case of a potential Canadian Facility Lender) or a U.S. Person (or a Person that is otherwise able to deliver an Exemption Certificate) approved by the U.S. Administrative Agent (in the case of a potential U.S. Facility Lender), and is approved by the Issuer and each Swing Line Lender (but then only in the case of any assignment of the applicable Revolving Loan Commitment) and (if no Event of Default has occurred and is continuing on the date of such assignment), in the event the assignment would result in any material increase in the cost of the Loans (exclusive of an increase in the Discount Rate as a result of an assignment to a Lender that is not a Canadian Schedule I bank) to any Borrower, ACT (such approvals not to be unreasonably withheld or delayed).  Any material increase in such cost or, if requested by ACT, any failure to deliver an

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Exemption Certificate or a similar certificate, shall be a reason sufficient for ACT not to approve such Person.

“Environmental Laws” means all applicable U.S. and Canadian federal, state, provincial or local statutes, laws, ordinances, codes, rules, regulations, by-laws and guidelines (including consent decrees and administrative orders) and common law to the extent such relate to public health and safety and protection or quality of the environment.

“Equity Issuance and Contribution” is defined in the third recital.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto of similar import, together with the regulations thereunder, in each case as in effect from time to time.  References to Sections of ERISA also refer to any successor Sections thereto.

“Event of Default” is defined in Section 8.1.

“Event of Failure” means an “event of failure” within the meaning of Section 212(1)(b) (vii) of the Income Tax Act (Canada) which requires that an Offer to Prepay be made, failing which an Event of Default shall occur.

“Excess Cash Flow” means, for any Fiscal Year, the excess (if any), of (a) EBITDA for such Fiscal Year less (b) the sum (for such Fiscal Year) of (i) Interest Expense actually paid in cash by ACT and its Subsidiaries, (ii) voluntary and mandatory principal repayments, to the extent actually made, of Term Loans (or, in the case of clause (b) only, Revolving Loans) pursuant to clauses (a) (other than the amount of a voluntary prepayment made with Prepayment Proceeds), (b), (c) and (d) of Section 3.1.1, (iii) voluntary and mandatory repayments or prepayments (but excluding refinancings and replacements) of Indebtedness incurred under clauses (c), (e), (h) and (i) of Section 7.2.2 (provided, that if any repayment of such Indebtedness is of a “revolving” or similar nature, such amount will only be included in this clause to the extent that it is accompanied by a permanent and irrevocable reduction in the commitment to make further credit extensions under the operative agreements), (iv) all income Taxes actually paid in cash by ACT and its Subsidiaries, (v) Capital Expenditures (other than the portion of Capital Expenditures financed by a third party (other than an Affiliate of ACT or its Subsidiaries and Capital Expenditures made with the Reinvestment Amount, it being agreed that the Reinvestment Amount shall be deemed to have been applied first in such Capital Expenditures) actually made by ACT and its Subsidiaries and (vi) Investments made during such Fiscal Year pursuant to clauses (f), (h) and (j) of Section 7.2.5 (with other than the Reinvestment Amount, it being agreed that the Reinvestment Amount shall be deemed to have been applied first in such Investments), but only to the extent such Investment could not be characterized by any of the other clauses in Section 7.2.5.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exemption Certificate” is defined in clause (e) of Section 4.6.

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“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the applicable Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Filing Agent” is defined in Section 5.1.13.

“Filing Statements” is defined in Section 5.1.13.

“Fiscal Quarter” means a fiscal quarter ending on any of the dates set forth on Schedule IV.

“Fiscal Year” means any period of twelve consecutive calendar months ending on any of the dates set forth on Schedule V hereto; references to a Fiscal Year with a number corresponding to any calendar year (e.g., the “2004 Fiscal Year”) refer to the Fiscal Year ending on the date set forth on Schedule V hereto which corresponds to such Fiscal Year reference.

“Fixed Charge Coverage Ratio” means, as of the close of any Fiscal Quarter, the ratio computed for the period consisting of such Fiscal Quarter and each of the three immediately preceding Fiscal Quarters of (a) EBITDAR (for all such Fiscal Quarters) minus Capital Expenditures made during such Fiscal Quarters to (b) the sum (for all such Fiscal Quarters) of (i) cash Interest Expense (Annualized for the first three Fiscal Quarters following the Closing Date), (ii) scheduled principal repayments of Indebtedness due and (without duplication) made during such period (including repayments of the Term Loans pursuant to clauses (c) and (d) of Section 3.1.1, after giving effect to any reductions in such scheduled principal repayments attributable to any optional or mandatory prepayments of the Term Loans), (iii) Rent Expense, (iv) all Income Tax Expense actually paid (or payable) in cash by ACT and its Subsidiaries and (v) Restricted Payments declared (and, without duplication, made) for the repurchase or redemption of Capital Securities of ACT under Section 7.2.6.

“Fixed Rate Loan” means a LIBO Rate Loan or a Canadian BA.

“Floating Rate Loan” means a Canadian Prime Rate Loan or an Alternate Base Rate Loan.

“Foreign Subsidiary” means any Subsidiary that is not a U.S. Subsidiary or a Canadian Subsidiary.

“Fortress” means Fortress Credit Corporation.

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“Fortress SLB” means the sale lease-back arrangement providing for the sale by certain Obligors of certain real property to Fortress, Newcastle Investment Corp. or their respective Affiliates or assignees and the subsequent lease of such real property to such Obligors.

“F.R.S. Board” means the Board of Governors of the Federal Reserve System or any successor thereto.

“GAAP” is defined in Section 1.4.

“Governmental Authority” means the government of Canada, the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other Person exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantor” means, collectively, ACT, each Borrower and each Subsidiary Guarantor.

“Hazardous Material” means

(a)  any “hazardous substance”, as defined by CERCLA;

(b)  any “hazardous waste”, as defined by the Resource Conservation and Recovery Act, as amended; or

(c)  any pollutant or contaminant or waste or hazardous, dangerous or toxic chemical, material or substance (including any petroleum product) within the meaning of any Environmental Laws or any other applicable federal, state or local law, regulation, ordinance or requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, all as amended.

“Hedging Obligations” means, with respect to any Person, all liabilities of such Person under currency exchange agreements, interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and other agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency exchange rates, and cash-settled commodity contracts designed to protect a Person against fluctuations in the price of petroleum products (excluding fixed-price or similar supply agreements entered into in the ordinary course of business).

“herein”, “hereof”, “hereto”, “hereunder” and similar terms contained in any Loan Document refer to such Loan Document as a whole and not to any particular Section, paragraph or provision of such Loan Document.

“High Yield Issuers” means, collectively, Couche-Tard U.S. and Couche-Tard Finance.

“Hostile Take-Over” means any offer to purchase all or substantially all of the voting or participating Capital Securities of a Person whose securities are traded on the floor of an

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exchange or other organized market, in respect of which the board of directors (or a Person having similar duties) of the targeted Person has recommended its rejection at the time of the announcement of the offer.

“Impermissible Qualification” means any qualification or exception to the opinion or certification of any independent chartered accountant as to any financial statement of ACT

(a)  which is of a “going concern” or similar nature;

(b)  which relates to the limited scope of examination of matters relevant to such financial statement; or

(c)  which relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which would be to cause the Borrowers to be in Default.

“including” and “include” means including without limiting the generality of any description preceding such term, and, for purposes of each Loan Document, the parties hereto agree that the rule of ejusdem generis shall not be applicable to limit a general statement, which is followed by or referable to an enumeration of specific matters, to matters similar to the matters specifically mentioned.

“Income Tax Expense” of any Person, means for any period the consolidated income taxes of such Person and its consolidated Subsidiaries for such period calculated in accordance with GAAP (or, in the case of U.S. organized Obligors, with GAAP or U.S. generally accepted accounting principles, as applicable).

“Indebtedness” of any Person means:

(a)  all obligations of such Person for borrowed money, including obligations for borrowed money evidenced by bonds, debentures, notes or similar instruments;

(b)  all obligations of such Person, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the account of such Person;

(c)  all Capitalized Lease Liabilities of such Person;

(d)  all obligations of such Person secured by any Lien on any property or assets owned or held by such Person, regardless of whether the obligations secured thereby shall have been assumed by that Person or is non-recourse to the credit of that Person;provided, that the amount of any Indebtedness of others that constitutes Indebtedness of such Person solely by reason of this clause shall, in the event that such Indebtedness is limited in recourse solely to such property (without recourse to such Person) be equal to the lesser of the amount of such obligation and the fair market value of the property or assets to which the Lien attaches, determined in good faith by such Person;

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(e)  net Hedging Obligations of such Person;

(f)  whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services to the extent such obligations bear interest (excluding trade accounts payable in the ordinary course of business);

(g)  obligations of such Person arising under Synthetic Leases; and

(h)  all Contingent Liabilities of such Person in respect of any of the foregoing.

The Indebtedness of any Person shall include the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such Person, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Liabilities” is defined in Section 11.4.

“Indemnified Parties” is defined in Section 11.4.

“Indenture” means the Indenture, dated as of December 17, 2003, by and among the High Yield Issuers and Wells Fargo Bank Minnesota, N.A., as the trustee, as such Indenture may be amended, supplemented or otherwise modified in accordance with the terms of Section 7.2.12.

“Interest Coverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio computed for the period consisting of such Fiscal Quarter and each of the three immediately preceding Fiscal Quarters of (a) EBITDA (for all such Fiscal Quarters) to (b) the sum (for all such Fiscal Quarters) of cash Interest Expense (Annualized for the first three Fiscal Quarters following the Closing Date).

“Interest Expense” means, for any applicable period, the aggregate interest expense (both accrued and paid) of ACT and its Subsidiaries, including the portion of any payments made in respect of Capitalized Lease Liabilities allocable to interest expense.

“Interest Period” means, (a) relative to any LIBO Rate Loan, the period beginning on (and including) the date on which such LIBO Rate Loan is made or continued as, or converted into, a LIBO Rate Loan pursuant to Sections 2.3 or 2.4 and shall end on (but exclude) the day which numerically corresponds to such date one, two, three or six months thereafter (or, if such month has no numerically corresponding day, on the last Business Day of such month), in either case as the applicable Borrower may select in its relevant notice pursuant to Sections 2.3 or 2.4 and (b) relative to any Canadian BA or Acceptance Note, the period beginning on (and including) the date on which such Canadian BA is accepted or rolled over pursuant to Section 2.4 or such Acceptance Note is issued pursuant to Section 2.8.3 and continuing to (but excluding) the date which is approximately 30, 60, 90 or 180 days thereafter as any applicable Canadian Borrower may select in its relevant notice pursuant to Section 2.3 or 2.4; provided, that

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(a)  the Borrowers shall not be permitted to select Interest Periods to be in effect at any one time which have expiration dates occurring on more than ten different dates;

(b)  if such Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next following Business Day (unless such next following Business Day is the first Business Day of a calendar month, in which case such Interest Period shall end on the Business Day next preceding such numerically corresponding day); and

(c)  no Interest Period for any Loan may end later than the Stated Maturity Date for such Loan.

“Investment” means, relative to any Person,

(a)  any loan, advance or extension of credit made by such Person to any other Person, including the purchase by such Person of any bonds, notes, debentures or other debt securities of any other Person; and

(b)  any Capital Securities held by such Person in any other Person.

The amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property at the time of such Investment.

“ISP Rules” is defined in Section 11.9.

“Issuance Request” means a Letter of Credit request and certificate substantially in the form of Exhibit B-3 hereto.

“Issuer” means National Bank of Canada or any other Lenders consented to by ACT in accordance with the terms of Section 2.6.

“Lender Assignment Agreement” means an assignment agreement substantially in the form of Exhibit H hereto.

“Lender Party” means, as the context may require, each Lender, each Arranger and each Agent.

“Lenders” is defined in the preamble.

“Lender’s Environmental Liability” means any and all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind or nature whatsoever (including reasonable attorneys’ fees at trial and appellate levels and experts’ fees and disbursements and expenses incurred in investigating, defending against or prosecuting any litigation, claim or proceeding) which may at any time be imposed upon, incurred by or asserted

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or awarded against any Agent, any Lender or any Issuer or any of such Person’s Affiliates, shareholders, directors, officers, employees, and agents in connection with or arising from any Loan Document (including the Lenders’ exercise of remedies thereunder), any Credit Extension or any other matter contemplated herein, in each case, to the extent relating to:

(a)  any Hazardous Material on, in, under or affecting all or any portion of any property of ACT or any of its Subsidiaries, the groundwater thereunder, or any surrounding areas thereof to the extent caused by Releases from ACT’s or any of its Subsidiaries’ or any of their respective predecessors’ properties;

(b)  any misrepresentation, inaccuracy or breach of any warranty contained or referred to in Section 6.12;

(c)  any violation, or claim of violation, by ACT or any of its Subsidiaries of any Environmental Laws; or

(d)  the imposition of any lien for damages caused by, or the recovery of any costs for, the cleanup, release or threatened release of Hazardous Material by ACT or any of its Subsidiaries, or in connection with any property owned or formerly owned by ACT or any of its Subsidiaries.

“Letter of Credit” means, as the context may require, a Canadian Letter of Credit or a U.S. Letter of Credit.

“Letter of Credit Commitment” means, as the context may require, the Canadian Letter of Credit Commitment or the U.S. Letter of Credit Commitment.

“Letter of Credit Commitment Amount” means, as the context may require, the Canadian Letter of Credit Commitment Amount or the U.S. Letter of Credit Commitment Amount.

“Letter of Credit Outstandings” means, as the context may require, the Canadian Letter of Credit Outstandings or the U.S. Letter of Credit Outstandings.

“Leverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (a) (i) Total Debt outstanding on the last day of such Fiscal Quarter less (ii) (but only to the extent of principal outstanding on Revolving Loans on the date of determination) Cash In Transit to (b) EBITDA computed for the period consisting of such Fiscal Quarter and each of the three immediately preceding Fiscal Quarters.

“LIBO Rate” means,

(a)  relative to any Interest Period for Canadian Term Loans and Revolving Loans denominated in U.S. Dollars and maintained as LIBO Rate Loans, the rate of interest equal to the average (rounded upwards, if necessary, to the nearest 1/16 of 1%) of the rates per annum at which U.S. Dollar deposits in immediately available funds are offered to the Canadian Administrative Agent’s LIBOR Office in the London interbank market as published on Telerate page 3750 as at or about 11:00 a.m. London, England time two

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Business Days prior to the beginning of such Interest Period for delivery on the first day of such Interest Period, and in an amount equal to the amount of the LIBO Rate Loan and for a period equal to such Interest Period; and

(b)  relative to any Interest Period for U.S. Term Loans maintained as LIBO Rate Loans, the rate of interest equal to the average (rounded upwards, if necessary, to the nearest 1/16 of 1%) of the rates per annum at which U.S. Dollar deposits in immediately available funds are offered to the U.S. Administrative Agent’s LIBOR Office in the London interbank market as published on Telerate page 3750 as at or about 11:00 a.m. London, England time two Business Days prior to the beginning of such Interest Period for delivery on the first day of such Interest Period, and in an amount equal to the amount of the LIBO Rate Loan and for a period equal to such Interest Period.

“LIBO Rate Loan” means a Loan bearing interest, at all times during an Interest Period applicable to such Loan, at a rate of interest determined by reference to the LIBO Rate (Reserve Adjusted).

“LIBO Rate (Reserve Adjusted)” means, relative to any Loan to be made, continued or maintained as, or converted into, a LIBO Rate Loan for any Interest Period, the LIBO Rate or, in the case of a Lender for which the LIBOR Reserve Percentage is actually applicable, a rate per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%) determined pursuant to the following formula:

LIBO Rate	=	LIBO Rate
(Reserve Adjusted)		1.00 - LIBOR Reserve Percentage

The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate Loans will be determined, in the case of Canadian Term Loans and Revolving Loans maintained as LIBO Rate Loans, by the Canadian Administrative Agent and, in the case of U.S. Term Loans maintained as LIBO Rate Loans, by theU.S. Administrative Agent, in each case on the basis of the LIBOR Reserve Percentage in effect two Business Days before the first day of such Interest Period.

“LIBOR Office” means, relative to any Lender, (a) the office of such Lender designated as such on Schedule II hereto or designated in the Lender Assignment Agreement pursuant to which such Lender became a Lender hereunder or (b) such other office of a Lender as shall be so designated from time to time by notice from such Lender to ACT and the applicable Administrative Agent, which shall be making or maintaining LIBO Rate Loans of such Lender in such Currency hereunder.

“LIBOR Reserve Percentage” means, relative to any Interest Period for LIBO Rate Loans, the reserve percentage (expressed as a decimal) equal to the maximum aggregate reserve requirements (to the extent actually assessed, including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) specified under regulations issued from time to time by the F.R.S. Board and then applicable to assets or liabilities consisting of or including

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“Eurocurrency Liabilities”, as currently defined in Regulation D of the F.R.S. Board, having a term approximately equal or comparable to such Interest Period.

“Lien” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property, or other similar priority or preferential arrangement of any kind or nature whatsoever, to secure payment of a debt or performance of an obligation.

“Loan” means, as the context may require, a Revolving Loan, a Term Loan or a Swing Line Loan of any type and shall include, without limitation, all Canadian BAs in respect of which any Lender has not received payout in full.  References herein to the “principal amount” of a Loan shall, when referring to a Canadian BA, mean the stated face amount thereof.

“Loan Documents” means, collectively, this Agreement, the Notes, the Letters of Credit, the Acceptance Notes, the Canadian BAs, the Administrative Agent Fee Letters, each Rate Protection Agreement, the Arranger Fee Letter, the ACT Guaranty, the U.S. Subsidiary Guaranty, the Canadian Subsidiary Guaranty, each Security Document, each other agreement pursuant to which the Collateral Agent is granted a Lien to secure the Obligations, each Compensation Agreement, and each other agreement, certificate, document or instrument delivered in connection with any Loan Document, whether or not specifically mentioned herein or therein.

“Material Adverse Effect” means a material adverse effect on (a) the business, condition (financial or otherwise), operations, properties or prospects of ACT and its Subsidiaries taken as a whole, (b) the rights and remedies of the Lender Parties under the Loan Documents or (c) the ability of any Obligor to perform its Obligations under any Loan Document in any material respect.

“Material Subsidiary” means at any date, each Subsidiary of ACT (i) the EBITDA of which, together with that of its Subsidiaries, on a consolidated basis, constitutes 5% or more of the consolidated EBITDA of ACT and its Subsidiaries for the then most recently ended Fiscal Quarter, (ii) the assets of which, together with those of its Subsidiaries, on a consolidated basis, from time to time constitute 5% or more of the consolidated assets of ACT and its Subsidiaries as of the end of the then most recently ended Fiscal Quarter or (iii) the gross revenue of which, together with that of its Subsidiaries, on a consolidated basis, constitutes 5% or more of the consolidated gross revenue of ACT and its Subsidiaries for the then most recently ended Fiscal Quarter.

“Maximum Amount” is defined in Section 3.1.2.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means each mortgage, deed of trust, deed of hypothec or agreement executed and delivered by any Obligor in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the requirements of this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agents, under which a Lien is granted on the real

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property and fixtures described therein, in each case as amended, supplemented, amended and restated or otherwise modified from time to time.

“Net Casualty Proceeds” means, with respect to any Casualty Event, the amount of any cash insurance proceeds or condemnation or expropriation awards received by ACT or any of its Subsidiaries in connection with such Casualty Event in excess of $1,000,000 for any Casualty Event (net of all collection expenses thereof), but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds any Permitted Lien on the property which is the subject of such Casualty Event which has priority over the Liens securing payment of the Obligations.

“Net Debt Proceeds” means, with respect to the incurrence, sale or issuance of any Indebtedness permitted by clause (g)(ii) or (g)(iii) of Section 7.2.2, the gross cash proceeds received by ACT or any of its Subsidiaries from such incurrence, sale or issuance less the sum of all commissions and legal, investment banking, brokerage, accounting, consulting and other fees and expenses incurred in connection with such incurrence, sale or issuance (and, in each case, paid to other than an Affiliate of ACT).

“Net Disposition Proceeds” means the gross cash proceeds received by ACT or any of its Subsidiaries from any Disposition (including by way of the Permitted Sale-Leaseback or Permitted Store Closures) pursuant to clauses (a)(iii), (b) or (c) of Section 7.2.11 and any cash payment received in respect of promissory notes or other non-cash consideration delivered to ACT or its Subsidiaries in respect thereof, less the sum of (a) all commissions and legal, investment banking, brokerage, accounting, consulting and other fees and expenses incurred in connection with such Disposition, in each case paid to other than an Affiliate of ACT, (b) all taxes in connection with such Disposition actually paid in cash, or estimated by ACT in good faith and using reasonable assumptions to be payable in cash within the then occurring (or immediately succeeding) Fiscal Year and for which adequate reserves in accordance with GAAP shall have been set aside on its books, and (c) payments made by ACT or its Subsidiaries to retire Indebtedness (other than the Loans) where payment of such Indebtedness is required in connection with such Disposition; provided, that if the amount of any estimated taxes pursuant to clause (b) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition or if ACT or any Subsidiary knows (or has reason to know) that it has overestimated the amount of taxes that will be required to be paid within such Fiscal Year (or the immediately succeeding Fiscal Year, as applicable), then the aggregate amount of such excess shall constitute Net Disposition Proceeds and if the amount of any estimated taxes pursuant to clause (b) is less than the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such difference shall be deducted from outstanding Net Disposition Proceeds.

“Net Equity Proceeds” means with respect to the sale or issuance after the Closing Date by ACT to any Person of its Capital Securities, warrants or options or the exercise of any such warrants or options (other than options under the management stock option plan, as amended, supplemented, amended and restated or otherwise modified from time to time, and Capital Securities issued as a result of the exercise of options thereunder), the gross cash proceeds received by ACT from such sale, exercise or issuance, less all underwriting commissions and

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legal, investment banking, brokerage, accounting, consulting and other fees and expenses incurred in connection with such sale or issuance, in each case which have not been paid to Affiliates of ACT in connection therewith.

“Net Income” means, for any period, the aggregate of all amounts (exclusive of all amounts in respect of any extraordinary gains and non-cash extraordinary losses) which would be included as net income on the consolidated financial statements of ACT and its Subsidiaries for such period; provided, that (i) in any jurisdiction in which (in the case of other than a Guarantor) there is any legal, regulatory or other prohibition on the payments of dividends or distributions, only the amount of cash dividends and distributions actually received by ACT from a Subsidiary in such jurisdiction shall be included and (ii) Net Income of any Person that is accounted for during such period by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions actually paid in cash to ACT or a Subsidiary during such period.

“Non-Excluded Taxes” means any Taxes, other than Taxes imposed on net income, or capital and franchise Taxes imposed with respect to any Secured Party by any Governmental Authority in the jurisdiction in which such Secured Party is organized or in which it maintains its applicable lending office.

“Non-Financial LG” means any performance bond, warranty and indemnity, performance stand-by letter of credit or letter of guarantee and any other similar instrument, the purpose of which is to support particular performance of non-financial or commercial contracts or undertakings or guarantee the repayment of deposits or prepayments in cases of non-performance of non-financial obligations.

“Non-U.S. Lender” means any Lender that is not a “United States person”, as defined under Section 7701(a)(30) of the Code.

“Note” means, as the context may require, a Canadian Revolving Note, a U.S. Revolving Note, a Canadian Term Note, a U.S. Term Note, a Canadian Swing Line Note or a U.S. Swing Line Note.

“Notional BA Proceeds” means, relative to a Canadian BA, an amount (rounded to the nearest whole cent, and with one-half of one cent being rounded up) calculated by the Canadian Administrative Agent by multiplying:

(a)  the face amount of such Canadian BA, by

(b)  the price, where the price is determined by dividing one by the sum of one plus the product of:

(i)  the Discount Rate (expressed as a decimal); and

(ii)  a fraction, the numerator of which is the number of days in the term of such Canadian BA and the denominator of which is 365;

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with the price as so determined being rounded up or down to the fifth decimal place and .000005 being rounded up;

and by deducting from the amount resulting from the calculation set forth above an acceptance fee calculated at the rate per annum, on the basis of a year of 365 days, equal to the Applicable Canadian BA Stamping Fee on the face amount of such Canadian BA for its term, being the actual number of days in the period commencing on the date of acceptance of such Canadian BA and continuing to (but excluding) the maturity date of such Canadian BA, such acceptance fee to be non-refundable and fully earned when due.

“Obligations” means all obligations (monetary or otherwise, whether absolute or contingent, matured or unmatured) of each Borrower and each other Obligor arising under or in connection with a Loan Document, including Reimbursement Obligations and the principal of and premium, if any, and interest (including interest accruing during the pendency of any proceeding of the type described in Section 8.1.9, whether or not allowed in such proceeding) on the Loans.

“Obligor” means, as the context may require, ACT, each Borrower and each Subsidiary Guarantor.

“Offer to Prepay” means a request delivered by the U.S. Term Loan Borrower to the U.S. Administrative Agent substantially in the form of Exhibit K hereto.

“Organic Document” means, relative to any Obligor, as applicable, its certificate of incorporation, constating documents, by-laws, certificate of partnership, partnership agreement, certificate of formation, limited liability agreement, operating agreement and all unanimous shareholder agreements, voting trusts and similar arrangements applicable to any of such Obligor’s partnership interests, limited liability company interests or authorized shares of Capital Securities.

“Other Taxes” means any and all stamp, documentary or similar Taxes, or any other excise or property Taxes or similar levies that arise on account of any payment made or required to be made under any Loan Document or from the execution, delivery, registration, recording or enforcement of any Loan Document.

“Overdraft Obligations” means, as the context may require, Canadian Overdraft Obligations and U.S. Overdraft Obligations.

“Participant” is defined in Section 11.11.

“Patriot Act”  means the USA Patriot Act of 2001, 31 U.S.C. §5318.

“PBGC” means the Pension Benefit Guaranty Corporation and any Person succeeding to any or all of its functions under ERISA.

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“Percentage” means, as the context may require, any Lender’s Canadian Revolving Loan Percentage, U.S. Revolving Loan Percentage, Canadian Term Loan Percentage or U.S. Term Loan Percentage.

“Permitted Acquisition” means an acquisition (whether pursuant to an acquisition of Capital Securities, assets or otherwise) by ACT or any of its Subsidiaries from any Person of a business in which the following conditions are satisfied:

(a)  immediately before and after giving effect to such acquisition no Default shall have occurred and be continuing or would result therefrom (including under Section 7.2.1); and

(b)  if the purchase price for such acquisition exceeds $25,000,000, ACT shall have delivered to the Administrative Agents a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding such acquisition (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1.1) giving pro forma effect to the consummation of such acquisition and evidencing compliance with the covenants set forth in Section 7.2.4 (provided, that with respect to any acquisition having a purchase price (including cash and the fair market value of non-cash consideration) in excess of $25,000,000, the Adjusted Leverage Ratio shall be 0.25 less than the applicable covenant level set forth in clause (b) of Section 7.2.4).

“Permitted Holders” means (i) Alain Bouchard, (ii) Richard Fortin, (iii) Réal Plourde and (iv) Jacques D’Amours, (v) the spouse, children or other lineal descendants (whether adoptive or biological) of any individual named in clauses (i) through (iv) above, (vi) any revocable or irrevocable intervivos or testamentary trust or the probate estate of any individual named in clauses (i) through (v) above, so long as one or more of the foregoing individuals named in clauses (i) through (v) above is the principal beneficiary of such trust or probate estate, and (vii) any Person all of the Capital Securities of which are held, directly or indirectly, by, or for the benefit of, one or more of the foregoing individuals or trusts specified in clause (i) through (vi) above.

“Permitted Liens” is defined in Section 7.2.3.

“Permitted Sale-Leaseback” means a sale-leaseback by ACT or any of its Subsidiaries in which the following conditions are satisfied:

(a)  it shall be consummated within four months following the Closing Date;

(b)  the fee owned properties that will be subject to such Permitted Sale-Leaseback shall be located in the U.S. and selected from the list of locations set forth in Item (a) of Schedule III hereto;

(c)  not more than $330,000,000 (in the aggregate) in value (as reasonably determined by an appraisal firm reasonably satisfactory to the Arrangers (in the case of

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the Fortress SLB) and an appraisal undertaken in conjunction with such transaction by Realty Income (or its Affiliate) (in the case of the Realty Income SLB)) of properties shall be the subject of all Permitted Sale-Leasebacks; and

(d)  such Permitted Sale-Leaseback shall otherwise be on terms and conditions reasonably satisfactory to the Arrangers.

“Permitted Store Closure”  means any sale, transfer, conveyance or closure of (in a single transaction or series of transactions) any of the properties (or leaseholds in respect thereof) set forth in Item (b) of Schedule III hereto (together with all fixtures thereon).

“Person” means any natural person, corporation, limited liability company, partnership, joint venture, association, trust or unincorporated organization, Governmental Authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.

“PPSA” means the Personal Property Security Act, as in effect from time to time in Ontario, Alberta, Saskatchewan, Manitoba, British Columbia, Northwest Territories and Nova Scotia and similar legislation in any other province of Canada where collateral is located.

 “Prepayment Proceeds” is defined in Section 3.1.2.

“Purchase Agreement” is defined in the first recital.

“Quarterly Payment Date” means the dates set forth in Schedule IV hereto, or, if any such day is not a Business Day, the next succeeding Business Day.

“Québec Security Agreements” means, collectively, the Deed of Hypothec, the Movable Hypothec, the Demand Bond and the related agreements executed and delivered by ACT and each Obligor which is headquartered or has tangible personal property in the Province of Québec, substantially in the form of Exhibit G-1 hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Rate Protection Agreement” means, collectively, any interest rate swap, cap, collar or similar agreement entered into by ACT or any of its Subsidiaries under which the counterparty of such agreement is (or at the time such agreement was entered into, was) a Lender or an Affiliate of a Lender.

“Realty Income” means Realty Income Corporation.

“Realty Income SLB” means the sale lease-back arrangement providing for the sale by certain Obligors of certain real property to Realty Income or its Affiliates or assigns and the subsequent lease of such real property to such Obligors.

“Refinancing” is defined in the second recital.

“Refunded Swing Line Loans” is defined in clause (c) of Section 2.3.2.

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“Register” means, as the context may require, the Canadian Register or the U.S. Register.

“Reimbursement Obligation” is defined in Section 2.6.3.

“Reinvestment Amount” is defined in clause (f) of Section 3.1.1.

“Release” means a “release”, as such term is defined in CERCLA or the Canadian Environmental Protection Act of 1999.

“Rent Expense” means, for any period, the aggregate amount of basic rent payable in cash (and, if the aggregate amount of contingent rental payments exceeds 1.5% of basic rental payments in any applicable period, such excess amount of contingent rental payments) by ACT and its Subsidiaries for such period with respect to leases of real property (excluding amounts in respect of taxes, maintenance, repairs, replacements, insurance, utility payments and similar items in the case of gross leases).

“Required Lenders” means, at any time, Lenders holding more than 50% of the Total Exposure Amount.

“Reset Date” means the date of delivery of the Compliance Certificate (pursuant to clause (c) of Section 7.1.1) in respect of the second full Fiscal Quarter ended after the Closing Date.

“Resource Conservation and Recovery Act” means the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended.

“Restricted Payment” means the declaration or payment of any dividend (other than dividends payable solely in Capital Securities of ACT or any Subsidiary) on, or the making of any payment or distribution on account of, or setting apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any class of Capital Securities of ACT or any Subsidiary or any warrants or options to purchase any such Capital Securities, whether now or hereafter outstanding, or the making of any other distribution in respect thereof, either directly or indirectly, whether in cash or property, obligations of ACT or any Subsidiary or otherwise.

“Revolving Loan” means, as the context may require, a Canadian Revolving Loan or a U.S. Revolving Loan.

“Revolving Loan Commitment” means, as the context may require, the Canadian Revolving Loan Commitment or the U.S. Revolving Loan Commitment.

“Revolving Loan Commitment Amount” means, as the context may require, the Canadian Revolving Loan Commitment Amount or the U.S. Revolving Loan Commitment Amount.

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“Revolving Loan Commitment Termination Date” means, as the context may require, the Canadian Revolving Loan Commitment Termination Date or the U.S. Revolving Loan Commitment Termination Date.

“Revolving Loan Lender” means, as the context may require, a Canadian Revolving Loan Lender or a U.S. Revolving Loan Lender.

“Revolving Loan Percentage” means, as the context may require, the Canadian Revolving Loan Percentage or the U.S. Revolving Loan Percentage.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“Sale Lease-Back Documents” means, collectively, the material agreements executed and delivered in connection with the Fortress SLB and the Realty Income SLB and all other material agreements executed and delivered in connection with any arrangement providing for the sale or transfer by an Obligor of any property hereafter acquired to a Person and the subsequent lease or rental of such property or other similar property to an Obligor from such Person.

“SEC” means the Securities and Exchange Commission.

“Secured Parties” means, collectively, the Lenders, the Issuers, the Agents, the Arrangers, each counterparty to a Rate Protection Agreement that is (or at the time such Rate Protection Agreement was entered into, was) a Lender or an Affiliate thereof, and, in each case, each of their respective successors, transferees and assigns.

“Security Agreements” means, as the context may require, the U.S. Borrower Pledge and Security Agreement, the Canadian Borrower Pledge and Security Agreement, the Canadian Subsidiary Pledge and Security Agreement, the U.S. Subsidiary Pledge and Security Agreement, the Québec Security Agreements and the Bank Act Agreements, in each case as amended, supplemented, amended and restated or otherwise modified from time to time.

“Security Document” means, collectively, each Security Agreement and each Mortgage, in each case as amended, supplemented, amended and restated or otherwise modified from time to time.

“Seller” is defined in the first recital.

“Senior Secured Leverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (a) Total Debt (excluding all Indebtedness that is unsecured or, if secured, is contractually subordinated to the payment of the Obligations upon terms satisfactory to the Arrangers) outstanding on the last day of such Fiscal Quarter on an aggregated basis less (but only to the extent of principal outstanding on Revolving Loans on the date of determination) Cash In Transit to (b) EBITDA computed for the period consisting of such Fiscal Quarter and each of the three immediately preceding Fiscal Quarters.

“Shares” is defined in the first recital.

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“Solvent” means, with respect to any Person and its Subsidiaries on any date of determination, that on such date (a) the fair value of the property of such Person and its Subsidiaries on a consolidated basis is greater than the total amount of liabilities, including contingent liabilities, of such Person and its Subsidiaries on a consolidated basis, (b) the present fair salable value of the assets of such Person and its Subsidiaries on a consolidated basis is not less than the amount that will be required to pay the probable liability of such Person and its Subsidiaries on a consolidated basis on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it or its Subsidiaries will, incur debts or liabilities beyond the ability of such Person and its Subsidiaries to pay as such debts and liabilities mature, and (d) such Person and its Subsidiaries on a consolidated basis is not engaged in business or a transaction, and such Person and its Subsidiaries on a consolidated basis is not about to engage in a business or a transaction, for which the property of such Person and its Subsidiaries on a consolidated basis would constitute an unreasonably small capital.  The amount of Contingent Liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, can reasonably be expected to become an actual or matured liability.

“Stated Amount” means, on any date and with respect to a particular Letter of Credit, the total amount then available to be drawn under such Letter of Credit.

“Stated Expiry Date” is defined in Section 2.6.

“Stated Maturity Date” means

(a)  with respect to all Canadian Term Loans, December 17, 2008;

(b)  with respect to all U.S. Term Loans, December 17, 2010; and

(c)  with respect to all Revolving Loans and Swing Line Loans, December 17, 2008.

“Subordinated Debt” means, as the context may require, (i) the unsecured subordinated Indebtedness of the High Yield Issuers evidenced by the Subordinated Notes and (ii) other unsecured subordinated Indebtedness incurred pursuant to clauses (g)(ii), (g)(iii) or (g)(iv) of Section 7.2.2.

“Subordinated Debt Documents” means, the Indenture and the note purchase agreements, promissory notes, guarantees, and other instruments and agreements delivered in connection therewith, as amended, supplemented, amended and restated or otherwise modified in accordance with Section 7.2.12.

“Subordinated Notes” is defined in the third recital.

“Subordination Provisions” is defined in Section 8.1.11.

“Subsidiary” means, with respect to any Person, any other Person of which more than 50% of the outstanding Voting Securities of such other Person (irrespective of whether at the

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time Capital Securities of any other class or classes of such other Person shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person.  Unless the context otherwise specifically requires, the term “Subsidiary” shall be a reference to a Subsidiary of ACT and shall include ACT Financial Trust and Circle K Corp. and its Subsidiaries.

“Subsidiary Guarantor” means each Subsidiary that has executed and delivered the U.S. Subsidiary Guaranty or the Canadian Subsidiary Guaranty.

“Swing Line Lender” means, as the context may require and subject to the terms of this Agreement, the Canadian Swing Line Lender or the U.S. Swing Line Lender.

“Swing Line Loan” means, as the context may require, a Canadian Swing Line Loan or a U.S. Swing Line Loan.

“Synthetic Lease” means, as applied to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is not a capital lease in accordance with GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for federal income tax purposes, other than any such lease under which that Person is the lessor.

“Target Date”  means, the first day after the fifth anniversary of the Closing Date.

“Taxes” means all income, stamp or other taxes, duties, levies, imposts, charges, assessments, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all interest, penalties or similar liabilities with respect thereto.

“Term Loan” means, as the context may require, a Canadian Term Loan or a U.S. Term Loan.

“Termination Date” means the date on which all Obligations have been paid in full in cash, all Letters of Credit and all Canadian BAs have been terminated or expired (or been Cash Collateralized), and all Commitments shall have terminated, other than Rate Protection Agreements which do not terminate upon the repayment of the Loans and those obligations which by the terms of the Loan Documents are intended to survive the repayment of the Loans.

“Terrorism Laws” means any of the following:

(a)  Executive Order 13224 issued by the President of the United States of America;

(b)  the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal Regulations);

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(c)  the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal Regulations);

(d)  the Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of the U.S. Code of Federal Regulations);

(e)  all other present and future legal requirements of any Governmental Authority addressing, relating to, or attempting to eliminate, terrorist acts and acts of war;

(f)  any regulations promulgated pursuant to any of the foregoing or pursuant to any legal requirement governing terrorist acts and acts of war; and

(g)  the Patriot Act.

“Threshold Amount” is defined in clause (f) of Section 3.1.1.

“Total Debt” means, on any date, the outstanding principal amount of all Indebtedness of ACT and its Subsidiaries of the type referred to in clause (a), clause (b), clause (c), clause (f) and clause (g), in each case of the definition of “Indebtedness” (exclusive of intercompany Indebtedness between and among ACT and its Subsidiaries).

“Total Exposure Amount” means, on any date of determination (and without duplication), the outstanding principal amount of all Loans, the aggregate amount of all Letter of Credit Outstandings and the unfunded amount of the Commitments; provided, that with respect to any of the foregoing denominated in Canadian Dollars, calculated at the U.S. Dollar Equivalent thereof.

“Trademark Security Agreement” means any Trademark Security Agreement in substantially in the form of Exhibit B to any Security Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Transaction” means, collectively, (a) the Acquisition, (b) the Refinancing, (c) ACT’s receipt of no less than C$223,600,000, representing the proceeds of the Equity Issuance and Contribution, (d) the receipt by the High Yield Issuers of the gross cash proceeds from the issuance of the Subordinated Notes, (e) the making by the Lenders of the initial Credit Extensions and (f) each of the other transactions contemplated hereby and consummated on the Closing Date.

“Transaction Documents” means, the Purchase Agreement and all exhibits and schedules thereto, collectively, in each case as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with Section 7.2.12.

“Transaction Expenses” means the aggregate amount of fees and expenses payable as a result of, and in connection with, the Transaction.

“type” means, relative to any Loan, the portion thereof, if any, being maintained as a Floating Rate Loan or a Fixed Rate Loan.

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“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, that if, with respect to any Filing Statement or by reason of any provisions of law, the perfection or the effect of perfection or non-perfection of the security interests granted to the Collateral Agent pursuant to the applicable Loan Document is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, then “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions of each Loan Document and any Filing Statement relating to such perfection or effect of perfection or non-perfection.

“Underperforming Store” means any store owned or leased by ACT or its Subsidiaries in which the annual income as determined by ACT using reasonable methods (but before giving effect to general and administrative expenses) is less than $70,000.

“United States” or “U.S.” means the United States of America, its fifty states and the District of Columbia.

“U.S. Administrative Agent” is defined in the preamble.

“U.S. Base Rate” means, at any time, the rate of interest per annum publicly announced or established from time to time by the U.S. Administrative Agent or the U.S. branch or agency of the Canadian Administrative Agent, as applicable, as its base rate for loans in U.S. Dollars loaned in the United States.  The U.S. Base Rate is not intended to be the lowest rate of interest charged by such Administrative Agent in connection with extensions of credit.

“U.S. Borrower Pledge and Security Agreement” means the Pledge and Security Agreement executed and delivered by each of the U.S. Borrowers, substantially in the form of Exhibit G-4 hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“U.S. Borrowers” means, collectively, the U.S. Revolving Loan Borrowers and the U.S. Term Loan Borrower.

“U.S. Dollar” and “$” each mean lawful currency of the United States.

“U.S. Dollar Equivalent” means, on any date of determination, the equivalent in U.S. Dollars of any value or sum denominated in Canadian Dollars using the rate of exchange quoted by the Bank of Canada on the Business Day preceding the day as of which any determination of such rate is required to be made under the terms hereof, as the noon mid-market spot rate for conversions of Canadian Dollars into U.S. Dollars.

“U.S. Facility Lender” is defined in the preamble.

“U.S. Letter of Credit” is defined in clause (b) of Section 2.1.2.

“U.S. Letter of Credit Commitment” means the Issuer’s obligation to issue U.S. Letters of Credit pursuant to Section 2.1.2.

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“U.S. Letter of Credit Commitment Amount” means, on any date, a maximum amount of $30,000,000, as such amount may be permanently reduced from time to time pursuant to Section 2.2.

“U.S. Letter of Credit Outstandings” means, on any date, an amount equal to the sum of (a) the then aggregate amount which is undrawn and available under all issued and outstanding U.S. Letters of Credit, and (b) the then aggregate amount of all unpaid and outstanding Reimbursement Obligations in respect of such U.S. Letters of Credit.

“U.S. Loan” means, as the context may require, a U.S. Revolving Loan, a U.S. Term Loan or a U.S. Swing Line Loan.

“U.S. Netting Parties” refers collectively to the U.S. Borrowers and any of their U.S. Affiliates which are or shall become party to the Compensation Agreements from time to time.

“U.S. Operating Accounts” means the accounts maintained by the U.S. Netting Parties with the U.S. Swing Line Lender for the purpose of their day-to-day operations and transactions.

“U.S. Overdraft Obligations” is the collective reference to the obligations of the U.S. Netting Parties to pay to the U.S. Swing Line Lender any amount due under the Compensation Agreements.

“U.S. Pension Plan” means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which any Borrower or any corporation, trade or business that is, along with such Borrower, a member of a Controlled Group, may have liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“U.S. Person”  means any Person that is a “United States person”, as defined under Section 7701(a)(30) of the Code.

“U.S. Prime Rate” means, at any time, the rate of interest per annum publicly announced or established from time to time by the Canadian Administrative Agent as its reference rate for loans in U.S. Dollars loaned in Canada.  The U.S. Prime Rate is not intended to be the lowest rate of interest charged by the Canadian Administrative Agent in connection with extensions of credit.

“U.S. Register” is defined in clause (c) of Section 2.7.

“U.S. Revolving Loan Borrower” is defined in clause (b) of Section 2.1.1.

“U.S. Revolving Loan Commitment” means, relative to any Lender, such Lender’s obligation (if any) to make U.S. Revolving Loans pursuant to clause (b) of Section 2.1.1 in accordance with its U.S. Revolving Loan Percentage.

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“U.S. Revolving Loan Commitment Amount” means, on any date, $75,000,000, as such amount may be reduced from time to time pursuant to Section 2.2.

“U.S. Revolving Loan Commitment Termination Date” means the earliest of

(a)  December 31, 2003 (if the initial Credit Extension has not occurred on or prior to such date);

(b)  December 17, 2008;

(c)  the date on which the U.S. Revolving Loan Commitment Amount is terminated in full or reduced to zero pursuant to the terms of this Agreement; and

(d)  the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described above, the U.S. Revolving Loan Commitments shall terminate automatically and without any further action.

“U.S. Revolving Loan Lender” is defined in clause (b) of Section 2.1.1.

“U.S. Revolving Loan Percentage” means, relative to any Lender, the applicable percentage relating to U.S. Revolving Loans set forth opposite its name on Schedule II hereto under the U.S. Revolving Loan Commitment column or set forth in a Lender Assignment Agreement under the U.S. Revolving Loan Commitment column, as such percentage may be adjusted from time to time pursuant to Lender Assignment Agreements executed by such Lender and its Assignee Lender and delivered pursuant to Section 11.11.  A Lender shall not have any U.S. Revolving Loan Commitment if its percentage under the U.S. Revolving Loan Commitment column is zero.

“U.S. Revolving Loans” is defined in clause (b) of Section 2.1.1.

“U.S. Revolving Note” means a promissory note payable to any U.S. Revolving Loan Lender, in the form of Exhibit A-2 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness hereunder of the applicable U.S. Borrowers to such U.S. Revolving Loan Lender resulting from outstanding U.S. Revolving Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

 “U.S. Subsidiary” means any Subsidiary that is incorporated or organized under the laws of the United States.

“U.S. Subsidiary Guarantor” means each U.S. Subsidiary which has executed and delivered the U.S. Subsidiary Guaranty (or a supplement thereto).

“U.S. Subsidiary Guaranty” means the subsidiary guaranty executed and delivered by each U.S. Subsidiary pursuant to the terms of this Agreement substantially in the form of

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Exhibit F-3 hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“U.S. Subsidiary Pledge and Security Agreement” means the Pledge and Security Agreement executed and delivered by each Subsidiary Guarantor that is a U.S. Subsidiary, substantially in the form of Exhibit G-5 hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“U.S. Swing Line Lender” means, any of Bank of America, N.A., Bank One, N.A. or Wachovia Bank, National Association., as determined by ACT in a notice to the Agents and acknowledged by such Person in accordance with Section 2.1.1 hereof.

“U.S. Swing Line Loan” is defined in clause (d) of Section 2.1.1.

“U.S. Swing Line Loan Commitment” is defined in clause (d) of Section 2.1.1.

“U.S. Swing Line Loan Commitment Amount” means, on any date, $10,000,000, as such amount may be reduced from time to time pursuant to Section 2.2.

“U.S. Swing Line Note” means, if requested by the U.S. Swing Line Lender, a promissory note payable to the U.S. Swing Line Lender, in the form of Exhibit A-6 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness hereunder of the applicable U.S. Borrowers to the U.S. Swing Line Lender resulting from outstanding U.S. Swing Line Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“U.S. Term Loan Borrower” is defined in clause (b) of Section 2.1.3.

“U.S. Term Loan Borrowing Request” means a U.S. Term Loan request and certificate duly executed by an Authorized Officer of any applicable U.S. Borrower substantially in the form of Exhibit B-2 hereto.

“U.S. Term Loan Commitment” means, relative to any Lender, such Lender’s obligation (if any) to make U.S. Term Loans pursuant to clause (b) of Section 2.1.3 in accordance with its U.S. Term Loan Percentage.

“U.S. Term Loan Commitment Amount” means, on any date, $245,000,000.

“U.S. Term Loan Commitment Termination Date” means the earliest of

(a)  December 31, 2003 (if the U.S. Term Loans have not been made on or prior to such date);

(b)  the Closing Date (immediately after the making of the U.S. Term Loans on such date); and

(c)  the date on which any Commitment Termination Event occurs.

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Upon the occurrence of any event described above, the U.S. Term Loan Commitments shall terminate automatically and without any further action.

“U.S. Term Loan Continuation/Conversion Notice” means a notice of continuation or conversion (in respect of U.S. Term Loans) and certificate duly executed by an Authorized Officer of the applicable U.S. Borrower substantially in the form of Exhibit C-2 hereto.

“U.S. Term Loan Lender” means any Lender that has a U.S. Term Loan Commitment or that holds a U.S. Term Loan.

“U.S. Term Loan Percentage” means, relative to any Lender, the applicable percentage relating to U.S. Term Loans set forth opposite its name on Schedule II hereto under the U.S. Term Loan Commitment column or set forth in a Lender Assignment Agreement under the U.S. Term Loan Commitment column, as such percentage may be adjusted from time to time pursuant to Lender Assignment Agreements executed by such Lender and its Assignee Lender and delivered pursuant to Section 11.11.  A Lender shall not have any U.S. Term Loan Commitment if its percentage under the U.S. Term Loan Commitment column is zero.

“U.S. Term Loans” is defined in clause (b) of Section 2.1.3.

“U.S. Term Note” means a promissory note payable to any U.S. Term Loan Lender, in the form of Exhibit A-4 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness hereunder of the applicable U.S. Borrowers to such U.S. Term Loan Lender resulting from outstanding U.S. Term Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“U.S. Welfare Plan” means a “welfare plan”, as such term is defined in Section 3(1) of ERISA.

“Voting Securities” means, with respect to any Person, Capital Securities of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“wholly-owned Subsidiary” means any Subsidiary all of the outstanding Capital Securities of which (other than any director’s qualifying shares or investments by individuals mandated by applicable laws) is owned directly or indirectly by ACT.

SECTION 1.2.  Use of Defined Terms.  Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have such meanings when used in each other Loan Document and the Disclosure Schedule.

SECTION 1.3.  Cross-References.  Unless otherwise specified, references in a Loan Document to any Article or Section are references to such Article or Section of such Loan Document, and references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

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SECTION 1.4.  Accounting and Financial Determinations.  Unless otherwise specified, all accounting terms used in each Loan Document shall be interpreted, and all accounting determinations and computations thereunder (including under Section 7.2.4 and the definitions used in such calculations) shall be made, in accordance with those Canadian generally accepted accounting principles (“GAAP”) as in effect from time to time (provided that the parties hereto agree to negotiate in good faith in order to amend the financial covenants and other terms of this Agreement if there occur any changes in GAAP that have a material effect on the financial statements of ACT and its Subsidiaries, so as to equitably reflect such changes with the desired result that the criteria for evaluating the financial condition of ACT and its Subsidiaries and such other terms shall be the same in all material respects after such changes as if the changes had not been made.  Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for ACT and its Subsidiaries, in each case without duplication.   For the purposes of determining any threshold amount forming any part of any representation or warranty, covenant or Event of Default, all relevant amounts denominated in Canadian Dollars shall be calculated, as of such time of determination, at the U.S. Dollar Equivalent thereof.  Each calculation of the U.S. Dollar Equivalent of any amounts denominated in Canadian Dollars shall constitute prima facie evidence thereof.  For purposes of determining the financial covenants set forth in Section 7.2.4 (and any financial calculations required to be made or included within such ratios), and for purposes of any Compliance Certificate to be delivered pursuant to clause (b) of the definition of “Permitted Acquisition”, the calculation of such ratios shall include or exclude, as the case may be, the effect of any assets or businesses that have been acquired or Disposed of by ACT or any of its Subsidiaries (including through mergers or consolidations), as determined in good faith (using reasonable assumptions) by ACT on a pro forma basis, for the period of four Fiscal Quarters ended immediately prior to the date of determination of any such ratios as if such acquisition or Disposition had occurred on such first day of such four Fiscal Quarters period, but in each case calculated in accordance with Regulation S-X of the Securities Act of 1933, as amended, for the period of four Fiscal Quarters ended on or immediately prior to the date of determination of any such ratios.

ARTICLE II
COMMITMENTS, BORROWING AND ISSUANCE
PROCEDURES, NOTES AND LETTERS OF CREDIT

SECTION 2.1.  Commitments.  On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below.

SECTION 2.1.1.  Revolving Loan Commitments and Swing Line Loan Commitments.  From time to time on any Business Day occurring from and after the Effective Date but prior to the applicable Revolving Loan Commitment Termination Date,

(a)  each Lender that has a Canadian Revolving Loan Commitment (each a “Canadian Revolving Loan Lender”) agrees that it will make loans (relative to such Lender, its “Canadian Revolving Loans”) denominated in Canadian Dollars or U.S. Dollars to, or accept Canadian BAs from, any Borrower set forth on Schedule VIII

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hereto under the heading “Canadian Revolving Loan Borrowers” (each a “Canadian Revolving Loan Borrower”) in an aggregate amount equal to such Canadian Revolving Loan Lender’s Canadian Revolving Loan Percentage of the aggregate amount of each Borrowing of Canadian Revolving Loans requested by such Canadian Revolving Loan Borrower to be made on such day;

(b)  each Lender that has a U.S. Revolving Loan Commitment (each a “U.S. Revolving Loan Lender”) agrees that it (through one of its U.S. Affiliates, branches or agencies party to this Agreement, if applicable) will make loans (relative to such Lender, its “U.S. Revolving Loans”) denominated in U.S. Dollars to any Borrower set forth on Schedule VIII hereto under the heading “U.S. Revolving Loan Borrowers” (each a “U.S. Revolving Loan Borrower”) in an aggregate amount equal to such U.S. Revolving Loan Lender’s U.S. Revolving Loan Percentage of the aggregate amount of each Borrowing of U.S. Revolving Loans requested by such U.S. Revolving Loan Borrower to be made on such day;

(c)  the Canadian Swing Line Lender agrees that it will make loans (its “Canadian Swing Line Loans”) denominated in Canadian Dollars or U.S. Dollars to any Canadian Revolving Loan Borrower in an aggregate amount equal to the aggregate amount of the Borrowing of the Canadian Swing Line Loan requested by such Canadian Revolving Loan Borrower to be made on such day (with the commitment of the Canadian Swing Line Lender described in this clause herein referred to as its “Canadian Swing Line Loan Commitment”); and

(d)  the U.S. Swing Line Lender agrees that it will make loans (its “U.S. Swing Line Loans”) denominated in U.S. Dollars to any U.S. Revolving Loan in an aggregate amount equal to the aggregate amount of the Borrowing of the U.S. Swing Line Loan requested by such U.S. Revolving Loan Borrower to be made on such day (with the commitment of the U.S. Swing Line Lender described in this clause herein referred to as its “U.S. Swing Line Loan Commitment”).

On the terms and subject to the conditions hereof, the applicable Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans, as the case may be.  No Canadian Revolving Loan Lender shall be permitted or required to make any Canadian Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Canadian Revolving Loans (with Canadian Revolving Loans denominated in U.S. Dollars calculated at the Canadian Dollar Equivalent thereof) of such Canadian Revolving Loan Lender, together with such Canadian Revolving Loan Lender’s Canadian Revolving Loan Percentage of the aggregate amount of all Canadian Swing Line Loans (with Canadian Swing Line Loans denominated in U.S. Dollars calculated at the Canadian Dollar Equivalent thereof) and Canadian Letter of Credit Outstandings (with Canadian Letter of Credit Outstandings denominated in U.S. Dollars calculated at the Canadian Dollar Equivalent thereof), would exceed such Canadian Revolving Loan Lender’s Canadian Revolving Loan Percentage of the then existing Canadian Revolving Loan Commitment Amount.  No U.S. Revolving Loan Lender shall be permitted or required to make any U.S. Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all U.S. Revolving Loans of such U.S. Revolving Loan Lender,

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together with such U.S. Revolving Loan Lender’s U.S. Revolving Loan Percentage of the aggregate amount of all U.S. Swing Line Loans and U.S. Letter of Credit Outstandings, would exceed such U.S. Revolving Loan Lender’s U.S. Revolving Loan Percentage of the then existing U.S. Revolving Loan Commitment Amount.  The Canadian Swing Line Lender shall not be required to make Canadian Swing Line Loans if, after giving effect thereto, the aggregate outstanding principal amount of all Canadian Swing Line Loans (with Canadian Swing Line Loans denominated in U.S. Dollars calculated at the Canadian Dollar Equivalent thereof) would exceed the then existing Canadian Swing Line Loan Commitment Amount.  The U.S. Swing Line Lender shall not be required to make U.S. Swing Line Loans if, after giving effect thereto, the aggregate outstanding principal amount of all U.S. Swing Line Loans would exceed the then existing U.S. Swing Line Loan Commitment Amount.

Notwithstanding anything herein to the contrary, each of Bank of America, N.A., Wachovia Bank, National Association and Bank One, N.A. (each a “Potential U.S. Swing Line Lender”) agree that, upon notice from ACT given no later than three months after the Closing Date appointing any one Potential U.S. Swing Line Lender as the “U.S. Swing Line Lender” hereunder (which notice must be acknowledged by such appointed Potential U.S. Swing Line Lender), such appointed Potential U.S. Swing Line Lender shall be bound by (and hereby agrees to be bound by) all of the terms and conditions set forth in the Loan Documents applicable to the U.S. Swing Line Lender in its capacity as the “U.S. Swing Line Lender” and also agrees to an increase in its U.S. Revolving Loan Commitment Amount to the maximum amount of the U.S. Swing Line Loan Commitment Amount.  ACT agrees that neither it nor any of its Subsidiaries may borrow U.S. Swing Line Loans until such time as ACT has delivered the notice provided above.

SECTION 2.1.2.  Letter of Credit Commitment.  From time to time on any Business Day occurring from and after the Effective Date until ten Business Days prior to the applicable Revolving Loan Commitment Termination Date, the Issuer agrees that it will

(a)  issue one or more standby letters of credit or Non-Financial LGs (each a “Canadian Letter of Credit”) denominated in Canadian Dollars or U.S. Dollars for the account of any Canadian Revolving Loan Borrower or another Obligor in the Stated Amount requested by such Canadian Revolving Loan Borrower on such day;

(b)  issue one or more standby letters of credit or Non-Financial LGs (each a “U.S. Letter of Credit” and, together with the Canadian Letters of Credit, the “Letters of Credit”) denominated in U.S. Dollars for the account of any U.S. Revolving Loan Borrower or another Obligor in the Stated Amount requested by such U.S. Revolving Loan Borrower on such day; or

(c)  extend the Stated Expiry Date of an existing standby Letter of Credit previously issued hereunder.

No Stated Expiry Date shall extend beyond the earlier of (i) the applicable Revolving Loan Commitment Termination Date and (ii) unless otherwise agreed to by the Issuer in its sole discretion, one year from the date of such issue or extension.  The Issuer shall not be permitted or

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required to issue any (i) Canadian Letter of Credit if, after giving effect thereto, (A) the aggregate amount of all Canadian Letter of Credit Outstandings (with Canadian Letter of Credit Outstandings denominated in U.S. Dollars calculated at the Canadian Dollar Equivalent thereof) would exceed the Canadian Letter of Credit Commitment Amount or (B) the sum of the aggregate amount of all Canadian Letter of Credit Outstandings (with Canadian Letter of Credit Outstandings denominated in U.S. Dollars calculated at the Canadian Dollar Equivalent thereof) plus the aggregate principal amount of all Canadian Revolving Loans (with Canadian Revolving Loans denominated in U.S. Dollars calculated at the Canadian Dollar Equivalent thereof) and Canadian Swing Line Loans (with Canadian Swing Line Loans denominated in U.S. Dollars calculated at the Canadian Dollar Equivalent thereof) then outstanding would exceed the Canadian Revolving Loan Commitment Amount, and (ii) U.S. Letter of Credit if, after giving effect thereto, (A) the aggregate amount of all U.S. Letter of Credit Outstandings would exceed the U.S. Letter of Credit Commitment Amount or (B) the sum of the aggregate amount of all U.S. Letter of Credit Outstandings plus the aggregate principal amount of all U.S. Revolving Loans and U.S. Swing Line Loans then outstanding would exceed the U.S. Revolving Loan Commitment Amount.

SECTION 2.1.3.  Term Loan Commitments.  (a)  In a single Borrowing (which shall be on a Business Day) occurring on or prior to the Canadian Term Loan Commitment Termination Date, each Lender that has a Canadian Term Loan Commitment agrees that it will make loans (relative to such Lender, its “Canadian Term Loans”) denominated in U.S. Dollars to the Borrower set forth on Schedule VIII hereto under the heading “Canadian Term Loan Borrower” (the “Canadian Term Loan Borrower”) in an aggregate amount equal to such Lender’s Canadian Term Loan Percentage of the aggregate amount of the Borrowing of Canadian Term Loans requested by the Canadian Term Loan Borrower to be made on such day (such amount not to exceed the Canadian Term Loan Commitment Amount).  No amounts paid or prepaid with respect to Canadian Term Loans may be reborrowed.

(b)  In a single Borrowing (which shall be on a Business Day) occurring on or prior to the U.S. Term Loan Commitment Termination Date, each Lender that has a U.S. Term Loan Commitment agrees that it will make loans (relative to such Lender, its “U.S. Term Loans”) denominated in U.S. Dollars to the Borrower set forth on Schedule VIII hereto under the heading “U.S. Term Loan Borrower” (the “U.S. Term Loan Borrower”) in an aggregate amount equal to such Lender’s U.S. Term Loan Percentage of the aggregate amount of the Borrowing of U.S. Term Loans requested by such U.S. Term Loan Borrower to be made on such day (such amount not to exceed the U.S. Term Loan Commitment Amount).  No amounts paid or prepaid with respect to U.S. Term Loans may be reborrowed.

SECTION 2.2.  Reduction of the Commitment Amounts.  Any Borrower may, from time to time on any Business Day occurring after the Effective Date, voluntarily reduce the amount of the Canadian Revolving Loan Commitment Amount, the U.S. Revolving Loan Commitment Amount, the Canadian Swing Line Loan Commitment Amount, the U.S. Swing Line Loan Commitment Amount, the Canadian Letter of Credit Commitment Amount or the U.S. Letter of Credit Commitment Amount on the Business Day so specified by such Borrower and such reduction shall be binding on all Borrowers; provided, that all such reductions shall require at

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least three Business Days’ prior notice to the Canadian Administrative Agent and be permanent, shall be made ratably among the applicable Lenders and any partial reduction of any Commitment Amount shall be in a minimum amount of C$5,000,000 (and in an integral multiple of C$1,000,000) for Canadian Dollar denominated Commitments or $5,000,000 (and in an integral multiple of $1,000,000) for U.S. Dollar denominated Commitments.

SECTION 2.3.  Borrowing Procedures.  Loans (other than Swing Line Loans) shall be made by the Lenders in accordance with Section 2.3.1 and Swing Line Loans shall be made by the applicable Swing Line Lender in accordance with Section 2.3.2.

SECTION 2.3.1.  Borrowing Procedure.  In the case of Loans (other than Swing Line Loans), by delivering a Borrowing Request to the applicable Administrative Agent on or before 10:00 a.m., Montréal time, on a Business Day, any Borrower may from time to time irrevocably request, on not less than one Business Day’s notice in the case of Floating Rate Loans, two Business Days’ notice in the case of Fixed Rate Loans comprised of Canadian BAs or three Business Days’ notice in the case of Fixed Rate Loans comprised of LIBO Rate Loans, and in any case not more than five Business Days’ notice, that a Borrowing be made, (a) in the case of Fixed Rate Loans, in an aggregate minimum amount of C$2,500,000 and an integral multiple of C$100,000 (for Loans denominated in Canadian Dollars) and in an aggregate minimum amount of $2,500,000 and an integral multiple of $100,000 (for Loans denominated in U.S. Dollars), (b) in the case of Floating Rate Loans, in a minimum amount of C$1,000,000 and an integral multiple of C$100,000 (for Loans denominated in Canadian Dollars) and in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000 (for Loans denominated in U.S. Dollars) or, in either case, in the unused amount of the applicable Commitment; provided, that all of the initial Loans shall be made as Floating Rate Loans and, in the case of U.S. Term Loans (i) such Loans (unless otherwise agreed to by the U.S. Administrative Agent acting reasonably in order to complete any requisite assignments of the U.S. Term Loans during the primary syndication), shall remain as Alternate Base Rate Loans without the option to convert same into Fixed Rate Loans for a period of five Business Days following the Closing Date and (ii) such Loans, if converted into Fixed Rate Loans at any time after the Closing Date, shall have an initial Interest Period no greater than one month.  On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request.  In the case of Loans (other than Swing Line Loans), on or before 11:00 a.m., Montréal time, on such Business Day, each Lender that has a Commitment to make the Loans being requested shall deposit with the applicable Administrative Agent same day funds in an amount equal to such Lender’s applicable Percentage of the requested Borrowing.  Such deposit will be made to an account which the applicable Administrative Agent shall specify from time to time by notice to the Lenders.  To the extent funds are received from the Lenders, the applicable Administrative Agent shall make such funds available to the applicable Borrower by making a deposit (or wire transfer if applicable) to the accounts such Borrower shall have specified in its Borrowing Request.  No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan.

SECTION 2.3.2.  Swing Line Loans; Participations, etc.  (a) By telephonic notice to the Canadian Swing Line Lender on or before 12:00 noon, Montréal time, on a Business Day

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(followed (within one Business Day) by the delivery of a confirming Canadian Term Loan/Revolving Loan Borrowing Request), any Canadian Revolving Loan Borrower may from time to time irrevocably request that Canadian Swing Line Loans be made by the Canadian Swing Line Lender in an aggregate minimum principal amount of C$100,000 and an integral multiple of C$100,000 (for Canadian Swing Line Loans denominated in Canadian Dollars) and in aggregate minimum principal amount of $100,000 and an integral multiple of $100,000 (for Canadian Swing Line Loans denominated in U.S. Dollars).  All Canadian Swing Line Loans shall be made as Floating Rate Loans and shall not be entitled to be converted into Fixed Rate Loans.  The proceeds of each Canadian Swing Line Loan shall be made available by the Canadian Swing Line Lender to such Canadian Revolving Loan Borrower by making a deposit (or wire transfer if applicable) to the account such Canadian Revolving Loan Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Canadian Swing Line Lender.  Upon the making of each Canadian Swing Line Loan, and without further action on the part of the Canadian Swing Line Lender or any other Person, each Canadian Revolving Loan Lender (other than the Canadian Swing Line Lender) shall be deemed to have irrevocably purchased, to the extent of its Canadian Revolving Loan Percentage, a participation interest in such Canadian Swing Line Loan, and such Canadian Revolving Loan Lender shall, to the extent of its Canadian Revolving Loan Percentage, be responsible for reimbursing within one Business Day the Canadian Swing Line Lender for Canadian Swing Line Loans which have not been reimbursed by the Borrowers in accordance with the terms of this Agreement.  The notice requirements hereinabove contemplated do not apply to Canadian Swing Line Loans obtained from the Canadian Swing Line Lender by way of overdrafts in accounts opened for such purpose with the Canadian Swing Line Lender up to a maximum outstanding amount not exceeding the available portion of the Canadian Swing Line Loan Commitment.  Any cheque or payment instruction or debit authorization from a Canadian Revolving Loan Borrower resulting in an overdraft in any such account will be deemed to be a request for such Canadian Swing Line Loan in an amount that is sufficient to cover the overdraft.  Such accounts may include accounts of each Canadian Revolving Loan Borrower and of its Affiliates in respect of which set-off and netting arrangements have been made with the Canadian Swing Line Lender, including any notional account reflecting any such arrangements (a “Compensation Agreement”).  The outstanding Canadian Swing Line Loans owed to the Canadian Swing Line Lender may be calculated after giving effect to such arrangements.

(b)  By telephonic notice to the U.S. Swing Line Lender on or before 12:00 noon, Montréal time, on a Business Day (followed (within one Business Day) by the delivery of a confirming Canadian Term Loan/Revolving Loan Borrowing Request), any U.S. Revolving Loan Borrower may from time to time irrevocably request that U.S. Swing Line Loans be made by the U.S. Swing Line Lender in an aggregate minimum principal amount of $100,000 and an integral multiple of $100,000.  All U.S. Swing Line Loans shall be made as Floating Rate Loans and shall not be entitled to be converted into Fixed Rate Loans.  The proceeds of each U.S. Swing Line Loan shall be made available by the U.S. Swing Line Lender to such U.S. Revolving Loan Borrower by wire transfer to (or making a deposit in) the account such U.S. Revolving Loan Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the U.S. Swing Line Lender.  Upon the making of each U.S. Swing Line Loan, and without further action on the part of the U.S. Swing Line Lender or any

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other Person, each U.S. Revolving Loan Lender (other than the U.S. Swing Line Lender) shall be deemed to have irrevocably purchased, to the extent of its U.S. Revolving Loan Percentage, a participation interest in such U.S. Swing Line Loan, and such U.S. Revolving Loan Lender shall, to the extent of its U.S. Revolving Loan Percentage, be responsible for reimbursing within one Business Day the U.S. Swing Line Lender for U.S. Swing Line Loans which have not been reimbursed by the Borrowers in accordance with the terms of this Agreement.  The notice requirements contemplated in this clause do not apply to U.S. Swing Line Loans obtained from the U.S. Swing Line Lender by way of overdrafts in accounts opened for such purpose with the U.S. Swing Line Lender up to a maximum outstanding amount not exceeding the available portion of the U.S. Swing Line Loan Commitment.  Any cheque or payment instruction or debit authorization from such U.S. Revolving Loan Borrower resulting in an overdraft in any such account will be deemed to be a request for such U.S. Swing Line Loan in an amount that is sufficient to cover the overdraft.  Such accounts may include accounts of such U.S. Revolving Loan Borrower and of its Affiliates in respect of which Compensation Agreements have been made with the U.S. Swing Line Lender.  The outstanding U.S. Swing Line Loans owed to the U.S. Swing Line Lender may be calculated after giving effect to such arrangements.

(c)  If (i) any Swing Line Loan shall be outstanding for more than five Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when any Borrower requests that a Revolving Loan be made, (iii) the aggregate outstanding principal amount of the Canadian Swing Line Loans or the U.S. Swing Line Loans, as the case may be, shall exceed at any time the then existing Canadian Swing Line Loan Commitment or the U.S. Swing Line Loan Commitment, as the case may be, or (iv) any Default shall occur and be continuing, then each applicable Revolving Loan Lender (other than the applicable Swing Line Lender) irrevocably agrees that it will, at the request of the applicable Swing Line Lender, make an applicable Revolving Loan (which shall initially be funded as a Floating Rate Loan) in an amount equal to such Lender’s applicable Revolving Loan Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”).  On or before 11:00 a.m., Montréal time, on the first Business Day following receipt by each such Revolving Loan Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall wire transfer to an account specified by the applicable Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the applicable Swing Line Lender to repay the Refunded Swing Line Loans.  At the time the applicable Revolving Loan Lenders make the above referenced Revolving Loans, the applicable Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the applicable Swing Line Lender’s applicable Revolving Loan Percentage of the aggregate principal amount of the Refunded Swing Line Loans.  Upon the making (or deemed making, in the case of the applicable Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding applicable Revolving Loan and shall no longer be owed as a Swing Line Loan.  All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the applicable Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the applicable Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made.  Each Revolving Loan Lender’s

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obligation to make the Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the applicable Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

SECTION 2.4.  Continuation and Conversion Elections.  By delivering the applicable Continuation/Conversion Notice to the applicable Administrative Agent on or before 10:00 a.m., Montréal time, on a Business Day, any Borrower may from time to time irrevocably elect, on not less than one Business Day’s notice in the case of Floating Rate Loans, two Business Days’ notice in the case of Fixed Rate Loans comprised of BAs or three Business Days’ notice in the case of Fixed Rate Loans comprised of LIBO Rate Loans, and in any case not more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of C$2,500,000 and an integral multiple of C$100,000 (in the case of Loans denominated in Canadian Dollars) and in an aggregate minimum amount of $2,500,000 and an integral multiple of $100,000 (in the case of Loans denominated in U.S. Dollars) be, in the case of Floating Rate Loans, converted into Fixed Rate Loans, or in the case of Fixed Rate Loans, converted into Floating Rate Loans or continued as Fixed Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Fixed Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such Fixed Rate Loan shall, on such last day, automatically convert to a Floating Rate Loan); provided, that (i) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (ii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Fixed Rate Loans when any Default has occurred and is continuing.  The conversion of a Floating Rate Loan into a Fixed Rate Loan or a Fixed Rate Loan into a Floating Rate Loan shall not effect a novation of the Loan so converted.

SECTION 2.4.1.  Converting Canadian Prime Rate Loans to, or Continuing Canadian BAs as, Canadian BAs.  Provided that any Canadian Borrower has, by giving notice to the Canadian Administrative Agent in accordance with Section 2.4, requested the Canadian Facility Lenders to accept its drafts to replace all or a portion of an outstanding Canadian Loan, then each Canadian Facility Lender shall, on the date of conversion or continuation, as applicable, and concurrent with the payment by such Canadian Borrower to the Canadian Administrative Agent on behalf of the Canadian Facility Lenders of an amount equal to the difference between the principal or face amount of such outstanding Canadian Loan or the portion thereof which is being converted or continued and the aggregate Notional BA Proceeds with respect to the drafts to be accepted by the Canadian Facility Lenders, accept such Canadian Borrower’s draft or drafts having an aggregate face amount equal to its Percentage of the aggregate principal or face amount of such Canadian Loan or the portion thereof which is being converted or continued, such acceptance to be in accordance with Section 2.8.

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SECTION 2.4.2.  Converting Canadian BAs to Canadian Prime Rate Loans.  Each Canadian Facility Lender shall, at the end of an Interest Period with respect to Canadian BAs which such Canadian Facility Lender has accepted, pay to the holder thereof the face amount of such Canadian BA.  Provided that any Canadian Borrower has, by giving notice to the Canadian Administrative Agent in accordance with Section 2.4, requested a Canadian Facility Lender to convert all or a portion of outstanding maturing Canadian BAs into a Canadian Prime Rate Loan, such Canadian Facility Lender shall, upon the end of the current Interest Period with respect to such Canadian BAs and the payment by such Canadian Facility Lender to the holders of such Canadian BAs of the aggregate face amount thereof, be deemed to have made to the applicable Canadian Borrower the Canadian Prime Rate Loan into which the matured Canadian BAs or a portion thereof are converted in the aggregate principal amount equal to its Canadian Revolving Loan Percentage or Canadian Term Loan Percentage, as the case may be, of the aggregate face amount of the matured Canadian BAs or the portion thereof which are being converted.

SECTION 2.5.  Funding.  Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility, provided further, that any such foreign branch, affiliate or international banking facility shall not be considered as a Lender hereunder for any purpose and shall have no right or remedy under the Loan Documents against any of the Obligors.  In addition, each Borrower hereby consents and agrees that, for purposes of any determination to be made for purposes of Sections 4.1, 4.2, 4.3 or 4.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing deposits in its LIBOR Office’s interbank eurodollar market.

SECTION 2.6.  Issuance Procedures.  (a) By delivering to the Canadian Administrative Agent an Issuance Request on or before 10:00 a.m., Montréal time, on a Business Day, any Borrower may from time to time irrevocably request on not less than three nor more than ten Business Days’ notice, in the case of an initial issuance of a Canadian Letter of Credit and not less than three Business Days’ prior notice, in the case of a request for the extension of the Stated Expiry Date of a standby Canadian Letter of Credit (in each case, unless a shorter notice period is agreed to by the Issuer, in its sole discretion), that the Issuer issue, or extend the Stated Expiry Date of, a Canadian Letter of Credit in such form as may be requested by such Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.7.  At the request of the Issuer and with ACT’s consent (not to be unreasonably withheld), another Lender may issue one or more Canadian Letters of Credit hereunder.  Notwithstanding anything to the contrary contained herein or in any separate application for any Canadian Letter of Credit, each Borrower hereby acknowledges and agrees that it shall be deemed to be the obligor for purposes of each Canadian Letter of Credit issued hereunder, whether the account party on such Canadian Letter of Credit is a Borrower or another Obligor) and shall be obligated to reimburse the Issuer of such Canadian Letter of Credit in accordance with the reimbursement provisions herein.  Each Canadian Letter of Credit shall by its terms be stated to expire on a date (its “Stated Expiry

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Date”) no later than the earlier to occur of (i) the Canadian Revolving Loan Commitment Termination Date or (ii) (unless otherwise agreed to by the Issuer, in its sole discretion), one year from the date of its issuance or extension.  The Issuer will make available to the beneficiary thereof the original of the Canadian Letter of Credit which it issues or extends.

(b)  By delivering to the Canadian Administrative Agent an Issuance Request on or before 10:00 a.m., Montréal time, on a Business Day, any Borrower may from time to time irrevocably request on not less than three nor more than ten Business Days’ notice, in the case of an initial issuance of a U.S. Letter of Credit and not less than three Business Days’ prior notice, in the case of a request for the extension of the Stated Expiry Date of a standby U.S. Letter of Credit (in each case, unless a shorter notice period is agreed to by the Issuer, in its sole discretion), that the Issuer issue, or extend the Stated Expiry Date of, a U.S. Letter of Credit in such form as may be requested by such Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.7.  At the request of the Issuer and with ACT’s consent (not to be unreasonably withheld), another Lender may issue one or more U.S. Letters of Credit hereunder.  Notwithstanding anything to the contrary contained herein or in any separate application for any U.S. Letter of Credit, each Borrower hereby acknowledges and agrees that it shall be deemed to be the obligor for purposes of each U.S. Letter of Credit issued hereunder, whether the account party on such U.S. Letter of Credit is a Borrower or another Obligor) and shall be obligated to reimburse the Issuer of such U.S. Letter of Credit in accordance with the reimbursement provisions herein.  Each U.S. Letter of Credit shall by its terms be stated to expire on a date (its “Stated Expiry Date”) no later than the earlier to occur of (i) the U.S. Revolving Loan Commitment Termination Date or (ii) (unless otherwise agreed to by the Issuer, in its sole discretion), one year from the date of its issuance or extension.  The Issuer will make available to the beneficiary thereof the original of the U.S. Letter of Credit which it issues or extends.

SECTION 2.6.1.  Other Lenders’ Participation.  Upon the issuance of each Letter of Credit, and without further action, each applicable Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent of its applicable Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability of such Issuer and the right to receive any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its applicable Revolving Loan Percentage, be responsible for reimbursing (in the applicable Currency) within one Business Day after receipt of a request therefor, the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrowers in accordance with Section 2.6.3.  In addition, such Revolving Loan Lender shall, to the extent of its applicable Revolving Loan Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation.  To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrowers or otherwise) in respect of such Disbursement.

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SECTION 2.6.2.  Disbursements.  An Issuer will notify ACT and the Canadian Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”).  Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit.  Prior to 11:00 a.m., Montréal time, on the third Business Day following the Disbursement Date, the Borrowers agree that they will reimburse the Canadian Administrative Agent, for the account of the applicable Issuer, for all amounts which such Issuer has disbursed under such Letter of Credit, together with interest thereon at a rate per annum equal to the rate per annum then in effect for Floating Rate Loans (with the then Applicable Margin for applicable Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement.  Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, each Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is a Borrower or another Obligor).

SECTION 2.6.3.  Reimbursement.  The obligation (a “Reimbursement Obligation”) of the Borrowers under Section 2.6.2 to reimburse an Issuer with respect to each Disbursement (including interest thereon), and, upon the failure of the Borrowers to reimburse an Issuer, each Revolving Loan Lender’s obligation under Section 2.6.1 to reimburse an Issuer, shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Borrowers or such Revolving Loan Lender, as the case may be, may have or have had against such Issuer or any Lender, including any defense based upon the failure of any Disbursement to conform to the terms of the applicable Letter of Credit (if, in such Issuer’s good faith opinion, such Disbursement is determined to be appropriate) or any non-application or misapplication by the beneficiary of the proceeds of such Letter of Credit; provided, that after paying in full its Reimbursement Obligation hereunder, nothing herein shall adversely affect the right of any Borrower or such Lender, as the case may be, to commence any proceeding against an Issuer for any wrongful Disbursement made by such Issuer under a Letter of Credit as a result of acts or omissions constituting gross negligence or willful misconduct on the part of such Issuer.

SECTION 2.6.4.  Deemed Disbursements.  Upon the occurrence and during the continuation of any Default with respect to U.S. Obligors under clauses (c) or (d) of Section 8.1.9 or upon notification by the Canadian Administrative Agent (acting at the direction of the Required Lenders) to ACT, following the occurrence and during the continuation of any other Event of Default,

(a)  the aggregate Stated Amount of all Letters of Credit shall, without demand upon or notice to any Borrower or any other Person, be deemed to have been paid or disbursed by the Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been paid or disbursed); and

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(b)  each Borrower shall be immediately obligated to reimburse the Issuers for the amount deemed to have been so paid or disbursed by such Issuers.

Amounts payable by the Borrowers pursuant to this Section shall be deposited in immediately available funds with the Canadian Administrative Agent and held as collateral security for the Reimbursement Obligations in an interest-bearing trust account for the benefit of the applicable Borrowers.  When all Defaults giving rise to the deemed disbursements under this Section have been cured or waived the Canadian Administrative Agent shall return to the applicable Borrowers all amounts then on deposit with the Canadian Administrative Agent pursuant to this Section which have not been applied to the satisfaction of the Reimbursement Obligations.

SECTION 2.6.5.  Nature of Reimbursement Obligations.  Each Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Revolving Loan Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof.  No Issuer (except to the extent of its own gross negligence or willful misconduct) shall be responsible for:

(a)  the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;

(b)  the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason;

(c)  failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit;

(d)  errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; or

(e)  any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to any Issuer or any Revolving Loan Lender hereunder.  In furtherance and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon each Obligor and each such Revolving Loan Lender, and shall not put such Issuer under any resulting liability to any Obligor or any Revolving Loan Lender, as the case may be.

SECTION 2.6.6.  Deemed Utilization.  The letters of credit listed in Schedule VI shall be deemed to be Canadian Letters of Credit Outstandings under the Canadian Letter of Credit Commitment.  The Letter of Credit fee contemplated in Section 3.3.3 shall apply, as of and from

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the Closing Date, to the aforesaid deemed Canadian Letter of Credit Outstandings.  Therefore, the Canadian Borrowers, on the one hand, and the Canadian Facility Lenders, through the Canadian Administrative Agent, on the other hand, shall settle among themselves and pay to each other as required, the appropriate amount resulting from such adjustment to the pricing applicable to such Canadian Letter of Credit Outstandings, the whole by taking into consideration the remaining period of time to lapse until the Stated Expiry Date applicable to such Canadian Letters of Credit and the stated amount of each one thereof.

SECTION 2.7.  Register; Notes.  (a)  Each Borrower hereby designates the Canadian Administrative Agent to serve as such Borrower’s agent, solely for the purpose of this clause, to maintain a register (the “Canadian Register”) on which the Canadian Administrative Agent will record each Canadian Term Loan Lender’s, each Canadian Revolving Loan Lender’s and each U.S. Revolving Loan Lender’s Commitment, the Loans made by each such Lender and each repayment in respect of the principal amount of the Canadian Term Loans and Revolving Loans, annexed to which the Canadian Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Canadian Administrative Agent pursuant to Section 11.11.  Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations.  The entries in the Canadian Register shall constitute prima facie evidence, and the Borrowers, the Canadian Administrative Agent and the Lenders shall treat each Person in whose name a Canadian Term Loan or Revolving Loan is registered (or, if applicable, to which a Canadian Term Note or a Revolving Note has been issued) as the owner thereof for the purposes of all Loan Documents, notwithstanding notice or any provision herein to the contrary.  Any assignment or transfer of a Canadian Facility Lender’s or U.S. Revolving Loan Lender’s Commitment or the Canadian Term Loans or Revolving Loans made pursuant hereto shall be registered in the Canadian Register only upon delivery to the Canadian Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 11.11.  No assignment or transfer of a Canadian Facility Lender’s or U.S. Revolving Loan Lender’s Commitments, Canadian Term Loans or Revolving Loans shall be effective unless such assignment or transfer shall have been recorded in the Canadian Register by the Canadian Administrative Agent as provided in this Section.

(b)  Each Borrower agrees that, upon the request to the Canadian Administrative Agent by any Canadian Facility Lender or U.S. Revolving Loan

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Lender, such Borrower will execute and deliver to such Canadian Facility Lender or U.S. Revolving Loan Lender a Canadian Term Note or a Revolving Note, as the case may be, evidencing the Canadian Term Loans or Revolving Loans made by, and payable to the order of, such Canadian Facility Lender or U.S. Revolving Loan Lender in a maximum principal amount equal to such Canadian Facility Lender’s or U.S. Revolving Loan Lender’s applicable Percentage of the original (in the case of Canadian Term Loans) or then applicable (in the case of Canadian Revolving Loans) Commitment Amount; provided, that upon any assignment or transfer of a Canadian Facility Lender’s or U.S. Revolving Loan Lender’s Commitments or Canadian Term Loans or Revolving Loans, such Canadian Facility Lender or U.S. Revolving Loan Lender shall surrender to the relevant Borrowers its Canadian Term Notes and Revolving Notes.  Each Borrower hereby irrevocably authorizes each Canadian Facility Lender to make (or cause to be made) appropriate notations on the grid attached to such Canadian Facility Lender’s or U.S. Revolving Loan Lender’s Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Canadian Term Loans or Revolving Loans evidenced thereby.  Such notations shall, to the extent not inconsistent with notations made by the Canadian Administrative Agent in the Canadian Register, constitute prima facie evidence; provided, that the failure of any Canadian Facility Lender or U.S. Revolving Loan Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

(c)  Each Borrower hereby designates the U.S. Administrative Agent to serve as such Borrower’s agent, solely for the purpose of this clause, to maintain a register (the “U.S. Register”) on which the U.S. Administrative Agent will record each U.S. Term Loan Lender’s U.S. Term Loan Commitment and the U.S. Term Loans made by such Lender and each repayment in respect of the principal amount of the U.S. Term Loans, annexed to which the U.S. Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the U.S. Administrative Agent pursuant to Section 11.11.  Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations.  The entries in the U.S. Register shall constitute prima facie evidence, and the Borrowers, the U.S. Administrative Agent and the Lenders shall treat each Person in whose name a U.S. Term Loan is registered (or, if applicable, to which a U.S. Term Note has been issued) as the owner thereof for the purposes of all Loan Documents, notwithstanding notice or any provision herein to the contrary.  Any assignment or transfer of a U.S. Term Loan made pursuant hereto shall be registered in the U.S. Register only upon delivery to the U.S. Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 11.11.  No assignment or transfer of a U.S. Term Loan shall be effective unless such assignment or transfer shall have been recorded in the U.S. Register by the U.S. Administrative Agent as provided in this Section.

(d)  Each Borrower agrees that, upon the request to the U.S. Administrative Agent by any U.S. Term Loan Lender, such Borrower will execute and deliver to such U.S. Term Loan Lender a U.S. Term Note evidencing the U.S. Term Loans made by, and payable to the order of, such U.S. Term Loan Lender in a maximum principal amount equal to such U.S. Term Loan Lender’s U.S. Term Loan Percentage of the then aggregate outstanding principal amount of U.S. Term Loans; provided, that upon any assignment or transfer of U.S. Term Loans, such U.S. Term Loan Lender shall surrender to the relevant Borrower its U.S. Term Notes.  Each Borrower hereby irrevocably authorizes each U.S. Term Loan Lender to make (or cause to be made) appropriate notations on the grid attached to such U.S. Term Loan Lender’s U.S. Term Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the U.S. Term Loans evidenced thereby.  Such notations shall, to the extent not inconsistent with notations made by the U.S. Administrative Agent in the U.S. Register, constitute prima facie evidence; provided, that the failure of any U.S. Term Loan Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

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SECTION 2.8.  Canadian BAs.  Not in limitation of any other provision of this Agreement, but in furtherance thereof, the provisions of this Section shall further apply to the acceptance, rolling over and conversion of Canadian BAs.

SECTION 2.8.1.  Funding of Canadian BAs.  If the Canadian Administrative Agent receives a Canadian Term Loan/Revolving Loan Borrowing Request or a Canadian Term Loan/Revolving Loan Continuation/Conversion Notice from any Canadian Revolving Loan Borrower requesting a Borrowing or a rollover of or a conversion into a Canadian Revolving Loan by way of Canadian BAs, the Canadian Administrative Agent shall notify each of the applicable Canadian Revolving Loan Lenders, on the same Business Day on which it shall have received such request, of such request and of each such Canadian Revolving Loan Lender’s applicable Percentage of such Canadian Revolving Loan.  Each applicable Canadian Revolving Loan Lender shall, not later than 10:00 a.m., Montréal time, on the date of each Canadian Loan by way of Canadian BAs (whether in respect of the Credit Extension or pursuant to a rollover or conversion), accept drafts of a Canadian Revolving Loan Borrower which are presented to it for acceptance and which have an aggregate face amount equal to such Canadian Revolving Loan Lender’s applicable Percentage of the total Canadian Revolving Loan being made available by way of Canadian BAs on such date.  With respect to each draw down of, rollover of or conversion into Canadian BAs, no Canadian Revolving Loan Lender shall be required to accept any draft which has a face amount which is not in a minimum amount of C$100,000 and an integral multiple of C$100,000.  Concurrent with the acceptance of drafts of any Canadian Revolving Loan Borrower as aforesaid, each applicable Canadian Revolving Loan Lender shall make available to the Canadian Administrative Agent the aggregate Notional BA Proceeds with respect to the Canadian BAs being purchased by such Canadian Revolving Loan Lender (net of the aggregate amount required to repay such Canadian Revolving Loan Lender’s outstanding Canadian BAs that are maturing on such date and/or Floating Rate Loans of such Canadian Revolving Loan Lender that are being converted on such date).  The Canadian Administrative Agent shall make such amount, if any, received from the applicable Canadian Revolving Loan Lenders available to the applicable Canadian Revolving Loan Borrower on the date of such Canadian Revolving Loan by crediting the designated account of such Canadian Revolving Loan Borrower.  Each Canadian BA to be accepted by any Canadian Revolving Loan Lender shall be accepted by such Canadian Revolving Loan Lender at its Domestic Office located in Canada.

SECTION 2.8.2.  Execution of Canadian BAs.  To facilitate the acceptance of Canadian BAs hereunder, each Canadian Revolving Loan Borrower hereby appoints each Canadian Revolving Loan Lender as its attorney to sign and endorse on its behalf, as and when considered necessary by the Canadian Revolving Loan Lender, an appropriate number of drafts in the form prescribed by that Canadian Revolving Loan Lender.  Each Canadian Revolving Loan Lender may, at its option, execute any draft in handwriting or by the facsimile or mechanical signature of any of its authorized officers, and the Canadian Revolving Loan Lenders are hereby authorized to accept or pay, as the case may be, any draft of any Canadian Revolving Loan Borrower which purports to bear such a signature notwithstanding that any such individual has ceased to be an authorized officer of the Canadian Revolving Loan Lender, in which case any such draft or Canadian BA shall be as valid as if he or she were an authorized officer at the date of issue of the draft or Canadian BA.  Any drafts or Canadian BA signed by a Canadian

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Revolving Loan Lender as attorney for any Canadian Revolving Loan Borrower, whether signed in handwriting or by the facsimile or mechanical signature of an authorized officer of a Canadian Revolving Loan Lender, may be dealt with by the Canadian Administrative Agent or any Canadian Revolving Loan Lender to all intents and purposes and shall bind each Borrower as if duly signed and issued by a Canadian Revolving Loan Borrower.  The receipt by the Canadian Administrative Agent of a request for a Borrowing by way of Canadian BAs shall constitute each applicable Canadian Revolving Loan Lender’s sufficient authority to execute, and each applicable Canadian Revolving Loan Lender shall, subject to the terms and conditions of this Agreement, execute drafts in accordance with such request and the advice of the Canadian Administrative Agent given pursuant to this Section, and the drafts so executed shall thereupon be deemed to have been presented for acceptance.

SECTION 2.8.3.  Special Provisions Relating to Acceptance Notes.  (a)  Each Canadian Revolving Loan Borrower and each Lender hereby acknowledges and agrees that from time to time certain Canadian Revolving Loan Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to, accept Canadian BA drafts, and each Canadian Revolving Loan Borrower and each Lender agrees that any such Canadian Revolving Loan Lender may purchase Acceptance Notes of any Canadian Revolving Loan Borrower in accordance with the provisions of clause (b) in lieu of accepting Canadian BAs for its account.

(b)  In the event that any Canadian Revolving Loan Lender described in clause (a) is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs hereunder, such Canadian Revolving Loan Lender shall not accept Canadian BAs hereunder, but rather, if any Canadian Revolving Loan Borrower requests the acceptance of such Canadian BAs, such Canadian Revolving Loan Borrower shall deliver to such Canadian Revolving Loan Lender non-interest bearing promissory notes (each, an “Acceptance Note”) of such Canadian Revolving Loan Borrower, substantially in the form of Exhibit A-7 hereto, having the same maturity as the Canadian BAs that would otherwise be accepted by such Canadian Revolving Loan Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAs.  Each Canadian Revolving Loan Lender hereby agrees to purchase each Acceptance Note from any Canadian Revolving Loan Borrower at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA draft had been accepted by such Lender and such Acceptance Notes shall be governed by the provisions of this Article II as if they were Canadian BAs.

SECTION 2.9.  Increase in Commitments.  At any time that no Default has occurred and is continuing and the Permitted Sale-Leaseback has been consummated resulting in no less than $200,000,000 of Net Disposition Proceeds, ACT may, by notice to the Administrative Agents, request that on the terms and subject to the conditions contained in this Agreement, the Lenders or Eligible Assignees (not then a party to this Agreement) provide up to an aggregate amount of $100,000,000 (or such lesser amount then permitted by the terms of Subordinated Debt) in additional loan commitments consisting of revolving loan commitments denominated in any Currency (the “Additional Revolving Loan Commitments”) and/or term loan commitments denominated in any Currency (the “Additional Term Loan Commitments”, and collectively, with the Additional Revolving Loan Commitments, the “Additional Loan Commitments”).  Upon

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receipt of such notice, the Administrative Agents shall use commercially reasonable efforts to arrange for the Lenders to provide such Additional Loan Commitments; provided, that the Administrative Agents will first offer each of the Lenders that then has a Percentage of the Revolving Loan Commitment or has outstanding Term Loans, as applicable, a pro rata portion (based upon the applicable Revolving Loan Commitment Amount or applicable aggregate outstanding principal amount of Term Loans, as applicable, at such time) of any such Additional Loan Commitments.  Alternatively, any Lender may commit to provide the full amount of the requested Additional Loan Commitments and then offer portions of such Additional Loan Commitments to the other Lenders or Eligible Assignees, subject to the proviso in the immediately preceding sentence.  Nothing contained in this Section or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such Additional Loan Commitments.

If and to the extent that any Lenders or Eligible Assignees agree, in their sole discretion, to provide any Additional Revolving Loan Commitments, (i) the applicable Revolving Loan Commitment Amount shall be increased by the amount of the Additional Revolving Loan Commitments agreed to be so provided, (ii) the Percentages of the respective Lenders in respect of the applicable Revolving Loan Commitment shall be proportionally adjusted, as applicable, (iii) at such time and in such manner as ACT and the Canadian Administrative Agent shall agree, the Lenders shall assign and assume outstanding applicable Revolving Loans and participations in outstanding applicable Letters of applicable Credit and applicable Swing Line Loans so as to cause the amount of such applicable Revolving Loans and participations held by each Lender to conform to the respective percentages of the applicable Revolving Loan Commitments of the Lenders and (iv) the Borrowers shall execute and deliver (or cause to be executed and delivered) any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agents may reasonably request and acceptable to ACT (acting reasonably).  If and to the extent that any Lenders or Eligible Assignees agree, in their sole discretion, to provide any such Additional Term Loan Commitments, (i) the Borrowers shall deliver to the Administrative Agents an applicable term loan commitment addendum, in form and substance acceptable to the Administrative Agents, setting forth the aggregate amount of the requested Additional Term Loan Commitments and the applicable Percentage of each Lender or Eligible Assignee providing such Additional Term Loan Commitments, (ii) the interest rate applicable to additional term loans shall be mutually agreed upon at the time the Additional Term Loan Commitments are provided (but after giving effect to the then prevailing mark-to-market of Term Loans then outstanding in the secondary trading of such Term Loans, as determined by the Arrangers), (iii) unless specifically set forth herein or in the applicable term loan commitment addendum, all other terms of the Additional Term Loans shall be identical to those of the U.S. Term Loans or Canadian Term Loans (but after giving effect to the then prevailing mark-to-market of Term Loans then outstanding in the secondary trading of such Term Loans, as determined by the Arrangers), as applicable, and (iv) the Borrowers shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agents may reasonably request and acceptable to ACT (acting reasonably).  Any request by ACT under this Section shall be binding on all Obligors.  The parties hereto agree that the Administrative Agents are entitled to execute on behalf of the Secured Parties any amendments or modifications reasonably required to effectuate

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the foregoing.  The Administrative Agent shall have the right to set forth the conditions precedent to the Additional Loan Commitments.

ARTICLE III
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1.  Repayments and Prepayments; Application.  The Borrowers agree that the Loans shall be repaid and prepaid pursuant to the following terms.

SECTION 3.1.1.  Repayments and Prepayments.  The Borrowers (jointly and severally) shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor.  Prior thereto, payments and prepayments of the Loans shall or may be made as set forth below.

(a)  From time to time on any Business Day, any Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any

(i)  Loans (other than Swing Line Loans and Canadian BAs); provided, that (A) any such prepayment of the Term Loans shall be made pro rata among Canadian Term Loans and U.S. Term Loans, and pro rata among Canadian Term Loans and U.S. Term Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Canadian Term Loans or U.S. Term Loans (applied to the remaining amortization payments for the Canadian Term Loans and the U.S. Term Loans, as the case may be, in such amounts as such Borrower shall determine) and any such prepayment of Revolving Loans shall be made pro rata among the Canadian Revolving Loans and U.S. Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Canadian Revolving Loans or U.S. Revolving Loans; (B) all such voluntary prepayments shall require at least one but no more than five Business Days’ prior notice to the Canadian Administrative Agent (with respect to Canadian Term Loans or Revolving Loans) or to the U.S. Administrative Agent (with respect to U.S. Term Loans); and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $2,500,000 and an integral multiple of $100,000 and, in the case of Floating Rate Loans, in an aggregate minimum amount of C$1,000,000 and an integral multiple of C$100,000 (for Floating Rate Loans denominated in Canadian Dollars) and $1,000,000 and an integral multiple of $100,000 (for Floating Rate Loans denominated in U.S. Dollars) or, in either case, in the full amount of the Term Loans or the Revolving Loans then outstanding, as the case may be; and

(ii)  Swing Line Loans; provided, that (A) all such voluntary prepayments shall require prior telephonic notice to the applicable Swing Line Lender on or before 1:00 p.m., Montréal time, on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial

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prepayments shall be in an aggregate minimum amount of C$100,000 and an integral multiple of C$100,000 (or the Canadian Equivalent Amount thereof, in the case of U.S. Swing Line Loans) or in the full amount of the Swing Line Loans then outstanding; provided, that such notice requirements shall not apply to a repayment, through account deposits, of Swing Line Loans obtained by way of overdraft.

(b)  On any date when the sum of (i) the aggregate outstanding principal amount of all Canadian Revolving Loans and Canadian Swing Line Loans and (ii) the aggregate amount of all Canadian Letter of Credit Outstandings exceeds the then Canadian Revolving Loan Commitment Amount, the Borrowers shall make a mandatory prepayment of Canadian Revolving Loans or Canadian Swing Line Loans or both (other than Canadian BAs), and, if necessary, Cash Collateralize all Canadian Letter of Credit Outstandings and all Canadian BAs, in an aggregate amount equal to such excess; provided, that to the extent such excess is a result of Currency fluctuations that cause the aggregate amount of Canadian Revolving Loans, Canadian Swing Line Loans and Canadian Letters of Credit to exceed 103% of the Canadian Revolving Loan Commitment Amount, the Borrowers shall, within three Business Days of such date, make a mandatory prepayment of such Canadian Revolving Loans and Canadian Swing Line Loans and, if necessary, Cash Collateralize such Canadian Letters of Credit.  On any date when the sum of (i) the aggregate outstanding principal amount of all U.S. Revolving Loans and U.S. Swing Line Loans and (ii) the aggregate amount of all U.S. Letter of Credit Outstandings exceeds the then U.S. Revolving Loan Commitment Amount, the Borrowers shall make a mandatory prepayment of U.S. Revolving Loans or U.S. Swing Line Loans or both, and, if necessary, Cash Collateralize all U.S. Letter of Credit Outstandings, in an aggregate amount equal to such excess.

(c)  On the Stated Maturity Date and on each Quarterly Payment Date occurring during any period set forth below, the Borrowers shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Canadian Term Loans in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date, as applicable:

Period	Amount of Required Principal Repayment
07/17/04 through (and including) 01/30/05	$	6,625,000
01/31/05 through (and including) 07/17/05	$	9,937,500
07/18/05 through (and including) 07/23/06	$	13,250,000

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Period	Amount of Required Principal Repayment
07/24/06 through (and including) 07/20/08	$	16,562,500
10/12/08	$	19,875,000
Stated Maturity Date for	$	19,875,000
Canadian Term Loans		or the then outstanding principal amount of all Canadian Term Loans, if different.

(d)  On the Stated Maturity Date and on each Quarterly Payment Date occurring during any period set forth below, the Borrowers shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all U.S. Term Loans in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date, as applicable:

Period	Amount of Required Principal Repayment
04/24/04 through (and including) 01/31/10	$	612,500
02/01/10 through (and including) 10/10/10	$	57,575,000
Stated Maturity Date for	$	57,575,000
U.S. Term Loans		or the then outstanding principal amount of all U.S. Term Loans, if different.

(e)  Subject to clause (c) of Section 3.1.2, within three Business Days following the receipt by ACT of any Net Equity Proceeds or ACT or any of its Subsidiaries of any Net Debt Proceeds, the Borrowers shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Equity Proceeds or Net Debt Proceeds, to be applied as set forth in Section 3.1.2.

(f)  In the event ACT or any of its Subsidiaries receives any Net Disposition Proceeds pursuant to clause (a)(iii) or clause (c) of Section 7.2.11 or Net Casualty Proceeds, the Borrowers shall (i) within ten Business Days of receipt by ACT or its

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Subsidiaries of funds in excess of $1,000,000 for any single transaction, deliver to the Administrative Agents a calculation of the aggregate amount of such Net Disposition Proceeds or Net Casualty Proceeds, and (ii) to the extent the aggregate amount of such Net Disposition Proceeds or Net Casualty Proceeds received by ACT and its Subsidiaries in any Fiscal Year exceeds $10,000,000 (the “Threshold Amount”), the Borrowers shall make a mandatory prepayment of the Canadian Term Loans and, subject to clause (c) of Section 3.1.2, the U.S. Term Loans, pro rata, in an amount equal to 100% of Net Disposition Proceeds or Net Casualty Proceeds (and not just the amount in excess of the Threshold Amount); provided however, that upon written notice by ACT to the Administrative Agents not more than ten Business Days following receipt of such Net Disposition Proceeds or Net Casualty Proceeds, all such proceeds (referred to as the “Reinvestment Amount”) may be retained by ACT and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (A) no Event of Default has occurred and is continuing, (B) ACT informs the Administrative Agents in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Disposition Proceeds or Net Casualty Proceeds to the acquisition of other assets or properties in the U.S. or Canada consistent with the businesses permitted to be conducted pursuant to Section 7.2.1, and (C) within 180 days following the receipt of such Net Disposition Proceeds or Net Casualty Proceeds, such proceeds are applied or committed (and actually applied within the next 170 days) to such acquisition.  The amount of such Net Disposition Proceeds or Net Casualty Proceeds unused or uncommitted after such 180 day period (or not actually applied after 350 days) shall (subject to clause (c) of Section 3.1.2) be applied to prepay the Loans as set forth in Section 3.1.2.  At any time after receipt of any Net Disposition Proceeds or Net Casualty Proceeds in excess of the Threshold Amount but prior to the application thereof to a mandatory prepayment, the acquisition of other assets or properties as described above, or a voluntary prepayment of Revolving Loans, following the occurrence and during the continuation of an Event of Default, upon written request by the Administrative Agents (in their discretion) to ACT, ACT shall deposit all of the Net Disposition Proceeds or Net Casualty Proceeds into a cash collateral account maintained with (and subject to documentation reasonably satisfactory to) either Administrative Agent for the benefit of the Secured Parties (and over which such Administrative Agent shall have a first priority perfected Lien) pending such application as a prepayment or to be released as requested by ACT in respect of such acquisition.  Amounts deposited in such cash collateral account shall be invested in Cash Equivalent Investments, as directed by ACT.

(g)  Within two Business Days of the occurrence or consummation of a Permitted Sale-Leaseback, which event shall constitute an Event of Failure, the Borrowers shall make a mandatory prepayment of the Canadian Term Loans and an Offer to Prepay the U.S. Term Loans (in accordance with clause (d) of Section 3.1.2 hereof), pro rata, in an amount equal to 100% of the Net Disposition Proceeds from such Permitted Sale-Leaseback.

(h)  Subject to clause (c) of Section 3.1.2, within 100 days after the last day of each Fiscal Year (beginning with the last day of the 2005 Fiscal Year), subject to the next

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sentence, the Borrowers shall make a mandatory prepayment of the Loans in an amount equal to 50% of the Excess Cash Flow (if any) for such Fiscal Year, to be applied as set forth in Section 3.1.2.  No prepayment of the Loans shall be required in respect of any particular Fiscal Year if the Adjusted Leverage Ratio as of the last day of such Fiscal Year was less than 3.50:1.

(i)  Subject to clause (c) of Section 3.1.2, within three Business Days following the receipt by ACT or any of its Subsidiaries of any Net Disposition Proceeds pursuant to clauses (b) (to the extent such Net Disposition Proceeds have not been applied to fund the purchase price of the assets acquired and subject to such sale and leaseback) or (c) of Section 7.2.15, the Borrowers shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition Proceeds, to be applied as set forth in Section 3.1.2.

(j)  Immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to Section 8.2 or Section 8.3, the Borrowers shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid).

Each prepayment of any Loans made pursuant to this Section shall be the joint and several obligations of the Borrowers, and shall be made without premium or penalty, except as may be required by Section 4.4.

SECTION 3.1.2.  Application.  Amounts prepaid pursuant to Section 3.1.1 shall be applied as set forth in this Section.

(a)  Subject to clause (b), each prepayment or repayment of the principal of the Loans shall be applied, to the extent of such prepayment or repayment, first, to the principal amount thereof being maintained as Floating Rate Loans, and second, subject to the terms of Section 4.4, to the principal amount thereof being maintained as Fixed Rate Loans.

(b)  Subject to clause (c), each prepayment or repayment of the principal of the Loans (excluding any prepayment pursuant to an Offer to Prepay) shall be applied first, pro rata to a mandatory prepayment of the outstanding principal amount of all Term Loans (with the amount of such prepayment of the Term Loans being applied to the remaining Canadian Term Loans or U.S. Term Loans, as the case may be, amortization payments, ratably in accordance with the amount of each such remaining Term Loan amortization payment), and second, once all Term Loans have been repaid in full, pro rata to a mandatory prepayment of any outstanding Revolving Loans; provided that, if any Canadian Term Loans are outstanding, any U.S. Term Loan Lender that has U.S. Term Loans outstanding may, by delivering a notice to the Administrative Agents at least two Business Days prior to the date that such prepayment is to be made, elect not to have its pro rata share of U.S. Term Loans prepaid with amounts resulting from the operation of clauses (e), (f), (h) and (i) of Section 3.1.1 (referred to as “Prepayment Proceeds”), and, upon any such election, the Prepayment Proceeds that otherwise would have prepaid

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such U.S. Term Loan Lender’s U.S. Term Loans shall be applied to a mandatory prepayment of the Canadian Term Loans until repaid in full, and then to prepay U.S. Term Loans (but only if such prepayment will not result in withholding Taxes being payable or assessed).

(c)  Notwithstanding clause (b) each repayment and prepayment required to be made in respect of the then outstanding U.S. Term Loans pursuant to clauses (e), (f), (h) and (i) of Section 3.1.1 shall not, in the aggregate, at any time prior to the Target Date exceed an amount (referred to as the “Maximum Amount”) equal to 20% of the principal amount of the U.S. Term Loans outstanding on the Closing Date; provided, that the foregoing shall in no way preclude a U.S. Term Loan Lender from receiving payments in excess of the foregoing amounts upon, during the continuance of, or in connection with, any Event of Default.  Any prepayment amount required to be made in respect of the U.S. Term Loans (or portion thereof) in excess of the Maximum Amount be re-allocated to the prepayment of the Canadian Term Loans (until repaid in full), and then to a repayment (pro rata) to the Revolving Loans (without a reduction in the available Revolving Loan Commitment Amounts).

(d)  Each Offer to Prepay required to be made pursuant to clause (g) of Section 3.1.1 shall be made by the U.S. Term Loan Borrower by executing and delivering to the U.S. Administrative Agent a notice of Offer to Prepay pursuant to which it shall make an offer to the U.S. Term Loan Lenders to voluntarily prepay the U.S. Term Loans.  Each U.S. Term Loan Lender shall be obligated to accept any Offer to Prepay (in an amount equal to its ratable share of such prepayment) if (i) after giving effect to such voluntary prepayment, the aggregate principal amount of the U.S. Term Loans then outstanding is in excess of $150,000,000 and (ii) as a result of such voluntary prepayment, no Taxes would be (or requested to be) withheld by (or on behalf of) any Governmental Authority.  Once the aggregate principal amount of the U.S. Term Loans outstanding is less than or equal to $150,000,000, (but only for so long as Canadian Term Loans remain outstanding) each U.S. Term Loan Lender shall, within two Business Days following its receipt of the Offer to Prepay, inform the Administrative Agents as to how much (if any) of the Offer to Prepay it agrees (in its sole discretion) to have applied as a voluntary prepayment to its U.S. Term Loans.  Failure to respond within that period shall be deemed to be an instruction from such non-responding U.S. Term Loan Lender that it does not want to accept such Offer to Prepay.  To the extent any Offer to Prepay is not accepted by U.S. Term Loan Lenders, the principal amount of the U.S. Term Loans not accepted shall be re-allocated to the prepayment of the Canadian Term Loans until repaid in full.  The amount of any prepayment of the Term Loans under this clause (d) shall be applied to the remaining Canadian Term Loans or U.S. Term Loans, as the case may be, amortization payments, ratably in accordance with the amount of each such remaining Term Loan amortization payment.  The Borrowers agree to make any prepayment of the Term Loans under this clause (d) no later than six Business Days following the occurrence or consummation of the Permitted Sale-Leaseback

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SECTION 3.2.  Interest Provisions.  Interest on the outstanding principal amount of the Loans (other than interest payable with respect to Canadian BAs) shall accrue and be payable in accordance with the terms set forth below.

SECTION 3.2.1.  Rates.  Subject to Section 2.3.2, pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, the applicable Borrowers may elect that Loans comprising a Borrowing accrue interest at a rate per annum:

(a)  on that portion maintained from time to time as a Floating Rate Loan, equal to the sum of the Alternate Base Rate (if such Loan is a U.S. Loan or a Canadian Loan denominated in U.S. Dollars) or the Canadian Prime Rate (if such Loan is a Canadian Loan denominated in Canadian Dollars), as applicable, from time to time in effect plus the Applicable Margin; provided, that (i) all Canadian Swing Line Loans shall always accrue interest at a rate per annum equal to the Canadian Prime Rate or the Alternate Base Rate from time to time in effect plus the then effective Applicable Margin for Canadian Revolving Loans maintained as Floating Rate Loans and (ii) all U.S. Swing Line Loans shall always accrue interest at a rate per annum equal to the U.S. Base Rate from time to time in effect plus the then effective Applicable Margin for U.S. Revolving Loans maintained as Floating Rate Loans; and

(b)  on that portion maintained as a LIBO Rate Loan, during each Interest Period applicable thereto, equal to the sum of the LIBO Rate (Reserve Adjusted) for such Interest Period plus the then effective Applicable Margin for such Loan.

All LIBO Rate Loans shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such LIBO Rate Loan.  Interest on Floating Rate Loans shall be calculated from and including the first day of the Borrowing of such Floating Rate Loan to (but not including) the date interest is required to be paid on such Floating Rate Loan pursuant to Section 3.2.3.

SECTION 3.2.2.  Post-Maturity Rates.  After the date any principal amount of any Loan or Reimbursement Obligation is due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise), or after any other monetary Obligation of the Borrowers shall have become due and payable, the Borrowers shall pay, but only to the extent permitted by law, interest (after as well as before judgment) on such amounts at a rate per annum equal to (a) in the case of overdue principal on any Loan, the rate of interest that otherwise would be applicable to such Loan plus 2% per annum; and (b) in the case of overdue interest, fees and other monetary Obligations, the Alternate Base Rate (in respect of U.S. Loans or Canadian Loans denominated in U.S. Dollars) and the Canadian Prime Rate (in respect of Canadian Loans denominated in Canadian Dollars) plus the then Applicable Margin for such designated Loan plus 2% per annum.

SECTION 3.2.3.  Payment Dates.  Interest accrued on each Loan shall be payable, without duplication:

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(a)  on the Stated Maturity Date therefor;

(b)  on the date of any payment or prepayment, in whole or in part, of principal outstanding on such Loan on the principal amount so paid or prepaid;

(c)  with respect to Floating Rate Loans, on each Quarterly Payment Date occurring after the Effective Date;

(d)  with respect to LIBO Rate Loans, on the last day of each applicable Interest Period (and, if such Interest Period shall exceed three months, on the first Business Day following such three month period and the last day of such Interest Period);

(e)  with respect to any Floating Rate Loans converted into Fixed Rate Loans on a day when interest would not otherwise have been payable pursuant to clause (c), on the date of such conversion; and

(f)  on that portion of any Loans the Stated Maturity Date of which is accelerated pursuant to Section 8.2 or Section 8.3, immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations after the date such amount is due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise) shall be payable upon demand.

SECTION 3.2.4.  Interest Act Provision.

(a)  For the purposes of the Interest Act (Canada), whenever interest payable pursuant to this Agreement is calculated with respect to any monetary Obligation relating to Canadian Loans on the basis of a period other than a calendar year (the “Calculation Period”), each rate of interest determined pursuant to such calculation expressed as an annual rate is equivalent to such rate as so determined, multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days in the Calculation Period.

(b)  The principle of deemed reinvestment of interest with respect to any monetary Obligation relating to Canadian Loans shall not apply to any interest calculation under this Agreement.

(c)  The rates of interest with respect to any monetary Obligation relating to Canadian Loans stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

SECTION 3.3.  Fees.  The Borrowers shall pay the fees set forth below.  All such fees shall be non-refundable.

SECTION 3.3.1.  Commitment Fee.  The Borrowers shall pay to the Canadian Administrative Agent for the account of each Revolving Loan Lender, for the period (including any portion thereof when any of its Commitments are suspended by reason of any Borrower’s

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inability to satisfy any condition of Article V) commencing on the Effective Date and ending on (but excluding) the first Quarterly Payment Date following the Effective Date and thereafter for each period commencing on a Quarterly Payment Date and ending on (but excluding) the following Quarterly Payment Date or (if earlier) the applicable Revolving Loan Commitment Termination Date, a commitment fee in an amount equal to the Applicable Commitment Fee Margin, in each case on such Lender’s Percentage of the sum of the daily unused portion of the applicable Revolving Loan Commitment Amount (net of applicable Letter of Credit Outstandings) during such period.  All commitment fees payable pursuant to this Section shall be calculated on a year comprised of 365 days and payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the applicable Revolving Loan Commitment Termination Date.  The making of Swing Line Loans shall constitute usage of the applicable Revolving Loan Commitment with respect to the calculation of commitment fees to be paid by the Borrowers to the Lenders.

SECTION 3.3.2.  Administrative Agents’ Fees.  The Borrowers shall pay to each Administrative Agent, for its own account, the fees in the amounts and on the dates set forth in each Administrative Agent Fee Letter.

SECTION 3.3.3.  Letter of Credit Fee.  (a)   The Borrowers shall pay to the Canadian Administrative Agent, for the pro rata account of the Issuer and each applicable Revolving Loan Lender, a Letter of Credit fee in a per annum amount equal to (i) at all times prior to the Reset Date, 2.50% per annum and (ii) thereafter the then effective Applicable Margin for applicable Revolving Loans maintained as LIBO Rate Loans, multiplied by the Stated Amount of each Letter of Credit issued and outstanding, such fees being payable quarterly in arrears on each Quarterly Payment Date following the date of issuance of each Letter of Credit until its termination or expiration and, on the date of termination or expiration of such Letter of Credit (if other than a Quarterly Payment Date), and on the applicable Revolving Loan Commitment Termination Date; provided, that in the case of Non-Financial LGs, the Letter of Credit fee shall be 75% of the fee otherwise set forth in this clause.

(b)  The Borrowers shall also pay to the Canadian Administrative Agent for the account of the Issuer, quarterly in arrears on each Quarterly Payment Date following the date of issuance of each Letter of Credit and on the applicable Revolving Loan Commitment Termination Date, an issuance fee in an amount equal to 1/8 of 1.00% per annum on the Stated Amount of each Letter of Credit; provided, that, to the extent Letter of Credit fees set forth in the foregoing clause (a) have been received by the Canadian Administrative Agent for the account of the Issuer and each applicable Revolving Loan Lender, each such Letter of Credit issuance fee shall be payable by the applicable Revolving Loan Lenders, ratably, in accordance with their applicable Revolving Loan Commitments.

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ARTICLE IV
CERTAIN LIBO RATE, CANADIAN BA AND OTHER PROVISIONS

SECTION 4.1.  Fixed Rate Lending Unlawful.  If any Lender shall determine (which determination shall, upon notice thereof to ACT and the Administrative Agents, constitute prima facie evidence) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for any Lender to make or continue any Loan as, or to convert any Loan into, a Fixed Rate Loan, the obligations of such Lender to make, continue or convert any such Fixed Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agents that the circumstances causing such suspension no longer exist, and all outstanding Fixed Rate Loans payable to such Lender shall automatically convert into Floating Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

SECTION 4.2.  Deposits Unavailable; Circumstances making Canadian BAs Unavailable.  (a)   If the applicable Administrative Agent shall have determined that (i) deposits in the amount and for the relevant Interest Period are not available to it in its relevant market; or (ii) by reason of circumstances affecting its relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate Loans, then, upon notice from the applicable Administrative Agent to ACT and the applicable Lenders, the obligations of all such Lenders under Section 2.3 and Section 2.4 to make or continue any Loans as, or to convert any Loans into, LIBO Rate Loans shall forthwith be suspended until the applicable Administrative Agent shall notify ACT and the applicable Lenders that the circumstances causing such suspension no longer exist.

(b)  If the Canadian Administrative Agent shall have determined in good faith that by reason of circumstances affecting the Canadian money market, there is no market for Canadian BAs, then, upon notice to ACT and the applicable Lenders, the right of the Borrowers to request the acceptance of Canadian BAs and the acceptance thereof shall be suspended until the Canadian Administrative Agent shall notify ACT and the applicable Lenders that it has determined that the circumstances causing such suspension no longer exist.

SECTION 4.3.  Increased Loan Costs, etc.  (a)   The Borrowers shall reimburse each Lender and Issuer for any increase in the cost to such Lender or Issuer of, or any reduction in the amount of any sum receivable by such Lender or Issuer in respect of, such Lender or Issuer’s Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, Fixed Rate Loans) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the Closing Date of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law but binding on such Person) of any Governmental Authority, except for such changes with respect to increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively.  Each affected Lender or Issuer shall promptly notify the Administrative Agents and ACT in writing of the occurrence of any such event, stating the reasons therefor and the additional amount required fully to compensate such Lender or Issuer for such increased cost or reduced amount.  Such additional amounts shall be payable by the

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Borrowers directly to such Lender or Issuer within thirty days of ACT’s receipt of such notice, and such notice shall constitute prima facie evidence of such increased cost or reduced amount.

(b)  A Lender claiming any reimbursement, compensation, indemnification or any other payment under Sections 4.3, 4.4, 4.5 or 4.6 or Section 11.4 shall use reasonable efforts, consistent with its internal policies, to designate a different lending office if the making of such a designation would avoid the need for, or reduce the amount of, such reimbursement, compensation, indemnification or other payment.  If a Lender is not able to obviate its requirement for reimbursement, compensation, indemnification or other payment pursuant to Sections 4.3, 4.4, 4.5 or 4.6 or Section 11.4 by designating a different lending office, the Borrowers shall (subject to Section 11.11) have the right to obligate the Lender to assign its all but not less than all of its rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee if such assignment would allow the Borrowers, either at that time or in the future, to avoid having to pay such reimbursement, compensation, indemnification or other payment, provided that such assignment results in the assigning Lender being paid an amount equal to all amounts owing hereunder by the Borrowers to such Lender at that time and any outstanding Letter of Credit issued by such Lender is Cash Collateralized or replaced.  Any assignment hereunder shall be made by the assigning Lender in accordance with the terms and requirements of this Agreement.  No claim may be made by a Lender under Sections 4.3, 4.4, 4.5 or 4.6 or Section 11.4 unless such Lender is claiming such reimbursement, compensation, indemnification or other payment generally from all of its customers against whom it is entitled to make such claim.

SECTION 4.4.  Funding Losses.  In the event any Lender shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make or continue any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a Fixed Rate Loan) as a result of

(a)  any conversion or repayment or prepayment of the principal amount of any Fixed Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Article III or otherwise;

(b)  any Loans not being made as Fixed Rate Loans in accordance with the Borrowing Request therefor; or

(c)  any Loans not being continued as, or converted into, Fixed Rate Loans in accordance with the Continuation/Conversion Notice therefor;

then, upon the written notice of such Lender to ACT (with a copy to each Administrative Agent), the Borrowers shall, within thirty days of ACT’s receipt thereof, pay directly to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense.  Such written notice shall constitute prima facie evidence of such loss or expense.

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SECTION 4.5.  Increased Capital Costs.  If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law but binding on such Person) of any Governmental Authority affects or would affect the amount of capital required or expected to be maintained by any Lender or any Person controlling such Lender, and such Lender determines (acting reasonably and in good faith) that the rate of return on its or such controlling Person’s capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Lender is reduced to a level below that which such Lender or such controlling Person would have achieved but for the occurrence of any such circumstance, then upon notice from time to time by such Lender to ACT, the Borrowers shall, within 30 days following ACT’s receipt of such notice, pay directly to such Lender additional amounts sufficient to compensate such Lender or such controlling Person for such reduction in rate of return.  A statement of such Lender as to any such additional amount or amounts shall constitute prima facie evidence thereof.  In determining such amount, such Lender may use any method of averaging and attribution that it (acting reasonably and in good faith) shall deem applicable.

SECTION 4.6.  Taxes.  Each Borrower covenants and agrees as follows with respect to Taxes.

(a)  Any and all payments by such Borrower under each Loan Document shall be made without setoff, counterclaim or other defense, and free and clear of, and without deduction or withholding for or on account of, any Taxes.  In the event that any Taxes are imposed and required to be deducted or withheld from any payment required to be made by any Obligor to or on behalf of any Lender Party under any Loan Document, then:

(i)  subject to clause (g), if such Taxes are Non-Excluded Taxes, the amount of such payment shall be increased as may be necessary so that such payment is made, after withholding or deduction for or on account of such Taxes, in an amount that is not less than the amount provided for in such Loan Document; and

(ii)  such Borrower shall withhold the full amount of such Taxes from such payment (as increased pursuant to clause (a)(i)) and shall pay such amount to the Governmental Authority imposing such Taxes in accordance with applicable law.

(b)  In addition, the Borrowers shall pay all Other Taxes imposed to the relevant Governmental Authority imposing such Other Taxes in accordance with applicable law.

(c)  As promptly as practicable after the payment of any Taxes or Other Taxes, and in any event within 45 days of any such payment being due, the Borrowers shall furnish to the Administrative Agents a copy of an official receipt (or a certified copy thereof) evidencing the payment of such Taxes or Other Taxes.  The Administrative Agents shall make copies thereof available to any Lender upon request therefor.

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(d)  Subject to clause (g), the Borrowers shall indemnify each Lender Party for any Non-Excluded Taxes and Other Taxes levied, imposed or assessed on (and whether or not paid directly by) such Lender Party whether or not such Non-Excluded Taxes or Other Taxes are correctly or legally asserted by the relevant Governmental Authority.  Promptly upon having knowledge that any such Non-Excluded Taxes or Other Taxes have been levied, imposed or assessed, and promptly upon notice thereof by any Secured Party, the Borrowers shall pay such Non-Excluded Taxes or Other Taxes directly to the relevant Governmental Authority (provided, that no Lender Party shall be under any obligation to provide any such notice to the Borrowers).   In addition, the Borrowers shall indemnify each Lender Party for any incremental Taxes that may become payable by such Lender Party as a result of any failure of any Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Administrative Agents, pursuant to clause (c), documentation evidencing the payment of Taxes or Other Taxes.  With respect to indemnification for Non-Excluded Taxes and Other Taxes actually paid by any Lender Party or the indemnification provided in the immediately preceding sentence, such indemnification shall be made within 30 days after the date such Lender Party makes written demand therefor.  Each Borrower acknowledges that any payment made to any Lender Party or to any Governmental Authority in respect of the indemnification obligations of such Borrower provided in this clause shall constitute a payment in respect of which the provisions of clause (a) and this clause shall apply.  If any Lender or any Administrative Agent shall become aware that it is entitled to receive a refund in respect of Taxes as to which it has been indemnified by the Borrowers pursuant to this Section 4.6, it shall promptly notify ACT of the availability of such refund and shall, within thirty (30) days after receipt of a request by the Borrowers, apply for such refund.  If any Lender or any Administrative Agent, as applicable, determines in its sole discretion that it has received a refund in respect of any Taxes to which it has been indemnified by any Borrower pursuant to this Section 4.6, it shall promptly pay such refund to such Borrower (to the extent of amounts that such Lender determines in its sole discretion were paid by such Borrower under this Section 4.6 with respect to such refund), provided that such Borrower, upon the request of such Lender or such Administrative Agent, as applicable, agrees to return such refund to such Lender or such Administrative Agent in the event such Lender or such Administrative Agent is required to repay such refund.  The Borrowers shall be responsible for any costs incurred by such Lender or such Administrative Agent in applying for any such refund and promptly reimburse such Lender or such Administrative Agent therefor on demand.  Nothing contained in this Section 4.6 (including the immediately preceding sentence) shall require any Lender (or an Eligible Assignee or Participant) or any Administrative Agent to make available any of its tax returns or any other information that it deems to be confidential or proprietary.

(e)  Promptly upon the request of ACT, each Non-U.S. Lender that has a U.S. Term Loan Commitment or U.S. Revolving Loan Commitment, on or prior to the date on which such Non-U.S. Lender becomes a Lender hereunder (unless it is an Assignee Lender at a time when an Event of Default had occurred (and therefore neither ACT’s nor any Borrower’s consent to assignment was required)) (and from time to time thereafter

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upon the request of ACT or any Administrative Agent, but only for so long as such Non-U.S. Lender is legally entitled to do so), shall deliver to ACT and the Administrative Agents either (i) two duly completed copies of either (x) Internal Revenue Service Form W-8BEN claiming eligibility of the Non-U.S. Lender for benefits of an income tax treaty to which the United States is a party or (y) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form; or (ii) in the case of a Non-U.S. Lender that is not legally entitled to deliver either form listed in clause (e)(i), (x) a certificate to the effect that such Non-U.S. Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code (referred to as an “Exemption Certificate”) and (y) two duly completed copies of Internal Revenue Service Form W-8BEN or applicable successor form.

(f)  Except in the case of an Assignee Lender at a time when an Event of Default had occurred (and therefore neither ACT’s nor any Borrower’s consent to assignment was required), each Lender that (i) is not listed in Schedules I or II of the Bank Act (Canada), (ii) is a non-resident of Canada for purposed of the Income Tax Act and (iii) is an “authorized foreign bank” as defined in section 2 of the Bank Act (Canada) which desires to be considered a Canadian Facility Lender shall, promptly upon the request of ACT (A) deliver to the Borrowers a certificate of an officer of such Lender stating that, as at the time of delivery of such certificate, no amount is required to be deducted or withheld pursuant to the Income Tax Act (Canada) from payments made hereunder or under any other Loan Document by the applicable Borrowers as a result of such Person being a non-resident of Canada for purposes of the Income Tax Act and, (B) notify the applicable Borrowers promptly in writing of any change in fact or change in law that would make the certificate inaccurate.

(g)  No Borrower shall be obligated to pay any additional amounts to any Lender pursuant to clause (a)(i), or to indemnify any Lender pursuant to clause (d), in respect of U.S. or Canadian withholding taxes to the extent imposed as a result of (i) the failure of such Lender to deliver to ACT the form or forms and/or an Exemption Certificate or officer’s certificate, as applicable to such Lender, pursuant to clauses (e) or (f), as the case may be, (ii) such form or forms and/or Exemption Certificate or officer’s certificate not establishing a complete exemption from U.S. or Canadian withholding tax or the information or certifications made therein by the Lender being untrue or inaccurate on the date delivered in any material respect, or (iii) the Lender designating a successor lending office at which it maintains its Loans which has the effect of causing such Lender to become obligated for tax payments in excess of those in effect immediately prior to such designation; provided, that the Borrowers shall be obligated to pay additional amounts to any such Lender pursuant to clause (a)(i), and to indemnify any such Lender pursuant to clause (d), in respect of U.S. or Canadian withholding taxes if  (i) any such failure to deliver a form or forms or an Exemption Certificate or officer’s certificate or the failure of such form or forms or Exemption Certificate or officer’s certificate to establish a complete exemption from U.S. or Canadian withholding tax or inaccuracy or untruth

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contained therein resulted from a change in any applicable statute, treaty, regulation or other applicable law or any interpretation of any of the foregoing occurring after the Closing Date, which change rendered such Lender no longer legally entitled to deliver such form or forms or Exemption Certificate or otherwise ineligible for a complete exemption from U.S. or Canadian withholding tax, or rendered the information or certifications made in such form or forms or Exemption Certificate or officer’s certificate untrue or inaccurate in a material respect, (ii) the redesignation of the Lender’s lending office was made at the request of any Borrower, (iii) the obligation to pay any additional amounts to any such Lender pursuant to clause (a)(i) or to indemnify any such Lender pursuant to clause (d) is with respect to an Assignee Lender that becomes an Assignee Lender as a result of an assignment made at the request of any Borrower or (iv) such Lender was an Assignee Lender at the time an Event of Default had occurred (and therefore neither ACT’s nor any Borrower’s consent to assignment was required).

SECTION 4.7.  Payments, Computations, etc.  Unless otherwise expressly provided in a Loan Document, all payments by the Borrowers pursuant to each Loan Document shall be made by the Borrowers to the applicable Administrative Agent for the pro rata account of the applicable Secured Parties entitled to receive such payment.  In furtherance of the foregoing, (i) payments of principal and interest with respect to Canadian Revolving Loans made in Canadian Dollars and all commitment fees shall be payable in Canadian Dollars to the Canadian Administrative Agent, (ii) payments of principal and interest with respect to Canadian Term Loans, U.S. Revolving Loans and Canadian Revolving Loans made in U.S. Dollars shall be payable in U.S. Dollars to the Canadian Administrative Agent and (iii) payments of principal and interest with respect to U.S. Term Loans shall be payable in U.S. Dollars to the U.S. Administrative Agent.  Subject to Section 4.6, all payments shall be made without setoff, deduction or counterclaim not later than 1:00 p.m., Montréal time, on the date due in same day or immediately available funds to such account as the applicable Administrative Agent shall specify from time to time by notice to ACT.  Funds received after that time shall be deemed to have been received by the applicable Administrative Agent on the next succeeding Business Day.  The applicable Administrative Agent shall promptly remit in same day funds to each Secured Party (entitled to receive such payment) its share, if any, of such payments received by such Administrative Agent for the account of such Secured Party.  All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Floating Rate Loan (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days).  Payments due on other than a Business Day shall (except as otherwise required by clause (c) of the definition of “Interest Period”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees in connection with that payment.  Except as otherwise expressly set forth therein, all payments made under any Loan Document shall be applied upon receipt (a) first, to the payment of all Obligations (other than Loans and interest thereon) owing to each Administrative Agent, in its capacity as Administrative Agent (including the fees and expenses of one U.S. counsel, one Canadian counsel and local counsel (if any) for the Administrative Agents), (b) second, after payment in full in cash of the amounts specified in clause (a), to the ratable payment of all interest and fees

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owing with respect to the Credit Extensions and all costs and expenses owing to the Secured Parties pursuant to the terms of the Credit Agreement, until paid in full in cash, (c) third, after payment in full in cash of the amounts specified in clauses (a) and (b), to the ratable payment of the principal amount of the Loans then outstanding, the aggregate Reimbursement Obligations then owing, the Overdraft Obligations, the Cash Collateralization for contingent liabilities under Letter of Credit Outstandings and Canadian BAs, if such payment resulted from the proceeds of any collateral, then to amounts owing to Secured Parties under Rate Protection Agreements, (d) fourth, after payment in full in cash of the amounts specified in clauses (a) through (c), to the ratable payment of all other Obligations owing to the Secured Parties, (e) fifth, after payment in full in cash of the amounts specified in clauses (a) through (d), and following the Termination Date, to each applicable Obligor or any other Person lawfully entitled to receive such surplus.  For purposes of this Section, the “credit exposure” at any time of any Secured Party with respect to a Rate Protection Agreement to which such Secured Party is a party shall be determined at such time in accordance with the customary methods of calculating credit exposure under similar arrangements by the counterparty to such arrangements, taking into account potential interest rate movements and the respective termination provisions and notional principal amount and term of such Rate Protection Agreement.

SECTION 4.8.  Sharing of Payments.  If any Secured Party shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Credit Extension or Reimbursement Obligation (other than pursuant to the terms of Sections 4.3, 4.4, 4.5 or 4.6) in excess of its pro rata share of payments obtained by all Secured Parties, such Secured Party shall purchase from the other Secured Parties such participations in Credit Extensions made by them as shall be necessary to cause such purchasing Secured Party to share the excess payment or other recovery ratably (to the extent such other Secured Parties were entitled to receive a portion of such payment or recovery) with each of them; provided, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Secured Party, the purchase shall be rescinded and each Secured Party which has sold a participation to the purchasing Secured Party shall repay to the purchasing Secured Party the purchase price to the ratable extent of such recovery together with an amount equal to such selling Secured Party’s ratable share (according to the proportion of (a) the amount of such selling Secured Party’s required repayment to the purchasing Secured Party to (b) total amount so recovered from the purchasing Secured Party) of any interest or other amount paid or payable by the purchasing Secured Party in respect of the total amount so recovered.  The Borrowers agree that any Secured Party purchasing a participation from another Secured Party pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 4.9) with respect to such participation as fully as if such Secured Party were the direct creditor of the Borrowers in the amount of such participation.  If under any applicable bankruptcy, insolvency or other similar law any Secured Party receives a secured claim in lieu of a setoff to which this Section applies, such Secured Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Secured Parties entitled under this Section to share in the benefits of any recovery on such secured claim.

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SECTION 4.9.  Setoff.  Each Lender Party shall, upon the occurrence and during the continuance of any Default described in clauses (a) through (d) of Section 8.1.9 or, with the consent of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, have the right to appropriate and apply to the payment of the Obligations owing to it (whether or not then due), and, as security for such Obligations) each Borrower hereby grants to each Lender Party a continuing security interest in, any and all balances, credits, deposits, accounts or moneys of such Borrower then or thereafter maintained with such Lender Party; provided, that any such appropriation and application shall be subject to the provisions of Section 4.8.  Each Lender Party agrees promptly to notify ACT and each Administrative Agent after any such appropriation and application made by such Lender Party; provided, that the failure to give such notice shall not affect the validity of such setoff and application.  The rights of each Lender Party under this Section are in addition to other rights and remedies (including other rights of setoff under applicable law or otherwise) which such Lender Party may have.

SECTION 4.10.  Account Debit Authorization.  Notwithstanding the provisions of Section 4.7, each Borrower authorizes and directs the applicable Administrative Agent (and each Swing Line Lender in the case of the Canadian Swing Line Loan Commitment and the U.S. Swing Line Loan Commitment, as the case may be, with respect to the Canadian Operating Accounts and the U.S. Operating Accounts, as the case may be), in its discretion, to debit automatically the bank accounts of each Borrower maintained with the applicable Administrative Agent or the applicable Swing Line Lender, as the case may be, for all amounts payable by such Borrower pursuant to Article III.  Furthermore, subject to the provisions of the Compensation Agreements (i) the Canadian Swing Line Lender shall have the right to debit automatically on a daily basis any credit balance in the Canadian Operating Accounts for the sole purposes of repaying all Canadian Swing Line Loans and Canadian Overdraft Obligations, and (ii) the U.S. Swing Line Lender shall have the right to debit automatically on a daily basis any credit balance in the U.S.  Operating Accounts for the sole purposes of repaying all U.S. Swing Line Loans and U.S. Overdraft Obligations.

ARTICLE V
CONDITIONS TO CREDIT EXTENSIONS

SECTION 5.1.  Initial Credit Extension.  The obligations of the Lenders and, if applicable, the Issuer to fund the initial Credit Extension shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Article.

SECTION 5.1.1.  Resolutions, etc.  The Administrative Agents shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated the Closing Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member, trustee or general partner, as applicable, as to

(a)  resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Person and the

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execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby;

(b)  the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and

(c)  the full force and validity of each Organic Document of such Person and copies thereof;

upon which certificates each Lender Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member, trustee or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

SECTION 5.1.2.  Closing Date Certificate.  The Administrative Agents shall have received the Closing Date Certificate, dated the Closing Date and duly executed and delivered by an Authorized Officer of ACT, in which certificate ACT shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties of each such Borrower as of such date, and, at the time each such certificate is delivered, such statements shall in fact be true and correct.  All documents and agreements required to be appended to the Closing Date Certificate shall be in form and substance satisfactory to the Arrangers.

SECTION 5.1.3.  Consummation of Transaction.  The Arrangers shall have received evidence satisfactory to them that (a) all actions necessary to consummate the Acquisition have been taken in accordance with all applicable laws and that the Acquisition shall be consummated for an aggregate net purchase price (excluding Transaction Expenses) not to exceed $830,000,000 as adjusted under the terms of the Purchase Agreement, with the amount of Transaction Expenses not exceeding C$50,000,000, (b) there shall be released from escrow, and ACT shall receive, at least C$223,600,000 (representing proceeds from an equity issuance by ACT), and Couche-Tard U.S. shall have received the Equity Issuance and Contribution and (c) Couche-Tard U.S. shall receive $350,000,000 in gross cash proceeds from the issuance of the Subordinated Notes in accordance with the terms of the applicable Transaction Document, without amendment or waiver of any material provision thereof.  The Administrative Agents shall have received a fully executed copy of the Purchase Agreement and, concurrently with the execution of this Agreement, each other Transaction Document and all other documents and instruments delivered in connection with the consummation of the Transactions.  The Purchase Agreement shall be in full force and effect and shall not have been modified or waived in any material respect, nor shall there have been any forbearance to exercise any material rights with respect to any of the terms or provisions related to the conditions to the consummation of the Acquisition in the Purchase Agreement unless otherwise agreed to by the Arrangers.

SECTION 5.1.4.  Payment of Outstanding Indebtedness, etc.  All Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall be paid in full from the proceeds

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of the initial Credit Extension and the commitments in respect of such Indebtedness shall be terminated, and any Liens securing payment of any such Indebtedness shall be released and the Collateral Agent shall receive all Uniform Commercial Code Form UCC-3 termination statements or other instruments as may be suitable or appropriate in connection therewith.

SECTION 5.1.5.  Delivery of Notes.  The Administrative Agents shall have received, for the account of each Lender that has requested a Note, such Lender’s Notes duly executed and delivered by an Authorized Officer of the applicable Borrower.

SECTION 5.1.6.  Financial Information, etc.  The Administrative Agents shall have received,

(a)  (i) unaudited consolidated financial statements of ACT and its Subsidiaries for each fiscal quarterly period ended after April 27, 2003 and (ii) unaudited consolidated statements of income of Circle K Corp. and its Subsidiaries for the nine month period ended September 30, 2003;

(b)  the most recently available projections of ACT (which projections shall not reflect any material adverse change in the consolidated financial condition of ACT or its Subsidiaries (assuming the Acquisition has occurred) from what was reflected in the financial statements or projections previously furnished to any Arranger or the Lenders); and

(c)  a pro forma consolidated balance sheet of ACT and its Subsidiaries, as of October 12, 2003, certified by the chief financial or accounting Authorized Officer of ACT, giving effect to the consummation of the Transactions and all the transactions contemplated by this Agreement, which shall be satisfactory to the Arrangers.

SECTION 5.1.7.  Compliance Certificate.  The Administrative Agents shall have received an initial Compliance Certificate on a pro forma basis as if the Transaction had been consummated and the initial Credit Extension had been made as of October 12, 2003 and as to such items therein as each Arranger reasonably requests, dated the Closing Date, duly executed (and with all schedules thereto duly completed) and delivered by the chief financial or accounting Authorized Officer of ACT.

SECTION 5.1.8.  Solvency, etc.  The Administrative Agents shall have received, with counterparts for each Lender, a solvency certificate, in form and substance satisfactory to the Arrangers, duly executed and delivered by the chief financial or accounting Authorized Officer of ACT, dated as of the Closing Date.

SECTION 5.1.9.  Guarantees.  The Administrative Agents shall have received, with counterparts for each Lender, (i) the ACT Guaranty, dated as of the date hereof, duly executed and delivered by an Authorized Officer of ACT, (ii) the Canadian Subsidiary Guaranty and the U.S. Subsidiary Guaranty, each dated as of the date hereof, duly executed and delivered by an Authorized Officer of each Material Subsidiary of ACT and such other Subsidiaries as may be necessary to represent at least 90% of the consolidated assets, consolidated EBITDA and gross

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revenue of ACT and its Subsidiaries (including, after giving effect to the Acquisition, Circle K Corp. and Circle K Enterprises and each of their Subsidiaries as may be necessary to represent at least 90% of the consolidated assets, consolidated EBITDA and gross revenue of ACT and its Subsidiaries (including Circle K Corp. and its Subsidiaries)).

SECTION 5.1.10.  Security Agreements.  The Collateral Agent shall have received, with counterparts for each Lender, executed counterparts of (i) the U.S. Borrower Pledge and Security Agreement, the Canadian Borrower Pledge and Security Agreement, the Canadian Subsidiary Pledge and Security Agreement, the U.S. Subsidiary Pledge and Security Agreement, the Québec Security Agreements and the Bank Act Agreements, each dated as of the date hereof, duly executed by the applicable Obligor party thereto and (ii) immediately after giving effect to the Acquisition, a supplement to the U.S. Borrower Pledge and Security Agreement, duly executed and delivered by an Authorized Officer of Circle K Stores, and the U.S. Subsidiary Pledge and Security Agreementduly executed and delivered by an Authorized Officer of Circle K Corp. and Circle K Enterprises, in each case, together with

(a)  certificates (in the case of Capital Securities that are securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor in Subsidiaries that are Obligors, directly owned by each Obligor, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated securities (as defined in the UCC), confirmation and evidence satisfactory to the Administrative Agents that the security interest therein has been granted to and perfected by the Collateral Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC, as applicable, and all laws otherwise applicable to the perfection of the pledge of such Capital Securities;

(b)  copies of Filing Statements or PPSA financing statements naming each Obligor (other than, in the case of PPSA financing statements, Dunkin Donuts Master Franchisee Québec Inc., ACT, Dépan-Escompte Couche-Tard Inc. and ACT Financial Trust) as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC or PPSA of all jurisdictions as may be necessary to perfect the security interests of the Collateral Agent for the benefit of the Secured Parties pursuant to such Security Agreement;

(c)  copies (certified where available) of UCC Requests for Information or Copies (Form UCC-11) or similar PPSA instruments, or a similar search report dated a date reasonably near to the Closing Date, listing all effective financing statements on personal property which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Loan Document except for Permitted Liens);

(d)  copies of applications for registration with respect to the Québec Security Agreements naming each relevant Obligor as a grantor and the Collateral Agent as the creditor, to be filed under the Civil Code of Québec to publish the hypothecs on personal

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property granted in favor of the Collateral Agent in its capacity as “fondé de pouvoir” pursuant to each Deed of Hypothec; and

(e)  copies of notices of intention to give security under the Bank Act (Canada) with respect to the Bank Act Agreements, executed and filed by each of the Canadian Borrowers at least one (1) Business Day prior to the execution of the remaining Bank Act Agreements.

The Administrative Agents and their counsel shall be satisfied that (i) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties, in the collateral described above is (or, in the case of Circle K Corp. and its Subsidiaries will be) (upon the filing or registration of such Lien where appropriate) a first priority (or local equivalent thereof) security interest, subject to Permitted Liens; and (ii) no Liens exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Loan Document and Permitted Liens.

SECTION 5.1.11.  Intellectual Property Security Agreement.  The Collateral Agent shall have received a Trademark Security Agreement dated as of the Closing Date, duly executed and delivered by each Obligor that has delivered a Security Agreement and owns trademarks.

SECTION 5.1.12.  Closing Fees, Expenses, etc.  The Canadian Administrative Agent shall have received or, contemporaneously with the initial Borrowing, shall receive all fees, costs and expenses due and payable pursuant to Sections 3.3 and 11.3 and the U.S. Administrative Agent shall have received or (contemporaneously with the initial Borrowing) shall receive all fees, costs and expenses due and payable pursuant to Sections 3.3 and 11.3.  The Arrangers shall have received or (contemporaneously with the initial Borrowing) shall receive all fees, costs and expenses payable by the Borrowers under the Arrangers’ Fee Letter.

SECTION 5.1.13.  Filing Agent, etc.  All Uniform Commercial Code and PPSA financing statements or other similar financing statements and Uniform Commercial Code (Form UCC-3) and PPSA termination statements required pursuant to the Loan Documents (collectively, the “Filing Statements”) shall have been delivered to CT Corporation System or another similar filing service company acceptable to the Administrative Agents (the “Filing Agent”).  The Filing Agent shall have acknowledged in a writing satisfactory to the Administrative Agents and their counsel (i) the Filing Agent’s receipt of all Filing Statements, (ii) that the Filing Statements have either been submitted for filing in the appropriate filing offices or will be submitted for filing in the appropriate offices within ten days following the Closing Date and (iii) that the Filing Agent will notify the Administrative Agents and their counsel of the results of such submissions within 30 days following the Closing Date.

SECTION 5.1.14.  Insurance.  The Administrative Agents shall have received insurance certificates, satisfactory to the Administrative Agents, evidencing coverage required to be maintained pursuant to this Agreement.

SECTION 5.1.15.  Mortgage.  The Collateral Agent shall have received Mortgages for each property listed on Item 6.16(a) and Item 6.16(b) in the Disclosure Schedule, dated as of the

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date hereof, duly executed by the applicable Obligor, together with evidence of satisfactory arrangements for the completion of all recordings and filings of each Mortgage as may be necessary to create a valid, perfected first priority Lien against the properties purported to be covered thereby, subject to Permitted Liens; provided, that this condition shall be satisfied if (i) the Obligors shall have, collectively, as of the Closing Date, satisfied the conditions in this Section with respect to no less than 80% of their owned real property (excluding those properties which are identified in Item (a) and Item (b) of Schedule III hereto) and (ii) the Obligors shall have used their commercially reasonable efforts to obtain Mortgages with respect to the properties listed on Item 6.16(b) in the Disclosure Schedule.

SECTION 5.1.16.  Opinions of Counsel.  The Administrative Agents shall have received opinions, dated the Closing Date and addressed to the Administrative Agents and all Lenders, from

(a)  Davies Ward Phillips & Vineberg LLP, New York counsel to the Obligors, in form and substance satisfactory to the Arrangers;

(b)  Davies Ward Phillips & Vineberg LLP, Canadian counsel to the Obligors, in form and substance satisfactory to the Arrangers; and

(c)  local counsel to the Obligors satisfactory to the Arrangers, in form and substance satisfactory to the Arrangers, in Alabama, Arizona, California, Florida, Georgia, Louisiana, Nevada, North Carolina, South Carolina, Tennessee and Texas.

SECTION 5.1.17.  Information pursuant to Terrorism Laws.  Each of the Borrowers shall have supplied the Lenders and the Administrative Agents with all information required by Section 326 of the Patriot Act (as set forth in Section 11.18 hereof) or necessary for the Administrative Agents or any Lender to verify the identity of such Borrower as required by Section 326 of the Patriot Act.

SECTION 5.1.18.  Process Agent.  The Administrative Agents shall have received a written acceptance by the Process Agent of its appointment under Section 11.14 hereof and under each similar provision in each other Loan Document.

SECTION 5.1.19.  Perfection Certificate.  The Administrative Agents shall have received a completed perfection certificate from ACT (on behalf of itself, the other Obligors and Circle K Corp.) in form and substance reasonably satisfactory to the Arrangers and duly executed by the chief financial or accounting Authorized Officer of ACT.

SECTION 5.1.20.  Joinder Agreement.  The Administrative Agents shall have received a joinder agreement in the form of Exhibit J hereto (the “Joinder Agreement”), dated the Closing Date and duly executed (and which is deemed to be delivered immediately after giving effect to the Acquisition) by an Authorized Officer of Circle K Stores.  All documents and agreements required to be appended to or delivered in conjunction with the Joinder Agreement shall be in form and substance satisfactory to the Arrangers.

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SECTION 5.2.  All Credit Extensions.  The obligation of each Lender and each Issuer to make any Credit Extension shall be subject to the satisfaction of each of the conditions precedent set forth below.

SECTION 5.2.1.  Compliance with Warranties, No Default, etc.  Both before and after giving effect to any Credit Extension (but, if any Default of the nature referred to in Section 8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds thereof) the following statements shall be true and correct (such statements to be made assuming the Transactions had occurred):

(a)  the representations and warranties set forth in each Loan Document shall, in each case, be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and

(b)  no Default shall have then occurred and be continuing.

SECTION 5.2.2.  Credit Extension Request, etc.  Subject to Section 2.3.1, the applicable Administrative Agent shall have received a Borrowing Request if Loans are being requested, or an Issuance Request if a Letter of Credit is being requested or extended.  Each of the delivery of a Borrowing Request or Issuance Request and the acceptance by the applicable Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty by each Borrower that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the statements made in Section 5.2.1 are true and correct in all material respects.

SECTION 5.2.3.  Satisfactory Legal Form.  All documents executed or submitted pursuant hereto by or on behalf of any Obligor shall be reasonably satisfactory in form and substance to the Administrative Agents and their counsel; the Administrative Agents and their counsel shall have received all information, approvals, opinions, documents or instruments as the Administrative Agents or their counsel may reasonably request, if either Administrative Agent believes in good faith that a Default has occurred and is continuing.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

In order to induce the Lender Parties to enter into this Agreement and to make Credit Extensions hereunder, the Borrowers represent and warrant to each Lender Party as set forth in this Article.

SECTION 6.1.  Organization, etc.  Each Obligor is validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification (except where the non-compliance with which could not reasonably be expected to have a Material Adverse Effect).  Each Obligor has full power and authority and holds all requisite governmental licenses, permits and other

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approvals (i) to enter into and perform its Obligations under each Loan Document to which it is a party, (ii) to own and hold under lease its property and (iii) to conduct its business substantially as currently conducted by it, except where, in the case of clauses (ii) and (iii), the absence thereof could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.2.  Due Authorization, Non-Contravention, etc.  The execution, delivery and performance by each Obligor of each Loan Document executed or to be executed by it, each Obligor’s participation in the consummation of all aspects of the Transaction, and the execution, delivery and performance by each Borrower or (if applicable) any Obligor of the agreements executed and delivered by it in connection with the Transaction are in each case within such Person’s powers, have been duly authorized by all necessary action, and do not

(a)  contravene any (i) Obligor’s Organic Documents, (ii) court decree or order binding on or affecting any Obligor or (iii) law or governmental regulation (including any Terrorism Law) binding on or affecting any Obligor; or

(b)  result in (i) or require the creation or imposition of, any Lien on any Obligor’s properties (except as permitted by this Agreement) or (ii) a default under any contractual restriction binding on or affecting any Obligor (except for any default which could not reasonably be expected to have a Material Adverse Effect).

SECTION 6.3.  Government Approval, Regulation, etc.  No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person (other than those that have been, or on the Closing Date will be, duly obtained or made and which are, or on the Closing Date will be, in full force and effect) is required for the consummation of the Transaction or the due execution, delivery or performance by any Obligor of any Loan Document to which it is a party, or for the due execution, delivery and/or performance of Transaction Documents, in each case by the parties thereto or the consummation of the Transaction, except, in the case of the Transaction Documents, where the absence of such authorization, approval, action, notice or filing could not reasonably be expected to have a Material Adverse Effect.  None of the Borrowers nor any of their Subsidiaries is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

SECTION 6.4.  Validity, etc.  Each Loan Document and each Transaction Document to which any Obligor is a party constitutes the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity).

SECTION 6.5.  Financial Information.  The financial statements of ACT furnished to the Administrative Agents and each Lender pursuant to Section 5.1.6 have been prepared in accordance with GAAP consistently applied, and present fairly in all material respects the consolidated financial condition of the Persons covered thereby as at the dates thereof and the

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results of their operations for the periods then ended (subject only to any typical adjustments resulting from year-end audits).  The financial statements of Circle K Corp. furnished to the Administrative Agents and each Lender pursuant to Section 5.1.6 have been prepared in accordance with U.S. generally accepted accounting principles and present fairly in all material respects the financial condition of Circle K Corp. and its Subsidiaries as of the date thereof and the results of their operations for such periods, in each case assuming that certain sites have been combined with Circle K Corp. as described in the footnotes thereto.  All balance sheets, all statements of income and of cash flow and all other financial information of ACT and its Subsidiaries furnished pursuant to Section 7.1.1 have been and will for periods following the Effective Date be prepared in accordance with GAAP, and do or will present fairly in all material respects the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended (subject only to any typical adjustments resulting from year-end audits).

SECTION 6.6.  No Material Adverse Change; Solvency.  There has been no material adverse change in the financial condition, operations, assets, business, properties or prospects of ACT and its Subsidiaries or Circle K Corp. and its Subsidiaries, in each case taken as a whole, since April 27, 2003 (in the case of ACT) or December 31, 2002 (in the case of Circle K Corp.).  The Borrowers and the Guarantors, taken as a whole on a consolidated basis, both before and after giving effect to each Credit Extension, are Solvent.

SECTION 6.7.  Litigation, Labor Controversies, etc.  Except as disclosed in Item 6.7 of the Disclosure Schedule, there is no action, suit or legal proceeding pending against (nor, to the knowledge of any Obligor, any notice of infraction, action, suit or proceeding threatened against or in any other manner relating adversely to) ACT, any of its Subsidiaries or any other Obligor, or any of their respective properties, businesses, assets or revenues, and no adverse development has occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed in Item 6.7 which (in either case) could reasonably be expected to have a Material Adverse Effect.  There is no pending or, to the knowledge of ACT or any of its Subsidiaries, threatened litigation, action, proceeding or labor controversy which purports to affect the legality, validity or enforceability of any Loan Document, the Transaction Documents or the Transaction.

SECTION 6.8.  Subsidiaries.  As of the Closing Date, ACT has no Subsidiaries that are Material Subsidiaries or Obligors, except those Subsidiaries which are identified in Item 6.8 of the Disclosure Schedule.

SECTION 6.9.  Ownership of Properties.  ACT and each of the Obligors own (a) in the case of owned real property, good and marketable fee title to, and (b) in the case of owned personal property, good and valid title to, or have, in the case of leased real or personal property (situated outside the Province of Québec), valid and enforceable leasehold interests (as the case may be) in, all of their material properties and assets, tangible and intangible, of any nature whatsoever, free and clear in each case of all Liens, except for Permitted Liens.

SECTION 6.10.  Taxes.  All federal, provincial and state income tax returns and other material tax returns required by law to be filed by ACT and its Subsidiaries as well as any other

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tax returns required to be filed in any jurisdiction in which ACT or any of its Subsidiaries perform or may from time to time perform activities have been duly filed, and all federal, provincial and state income Taxes and other material Taxes, assessments and other governmental charges or levies upon ACT and its Subsidiaries and any of their respective properties, income, profits and assets which are due and payable have been paid (except any such Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books).  The charges, accruals and reserves on the books of ACT and its Subsidiaries in respect of Taxes are adequate in the judgment of ACT.

SECTION 6.11.  Pension and Welfare Plans.  (a)   During the twelve-consecutive-month period prior to the Effective Date and prior to the date of any Credit Extension hereunder, no steps have been taken to terminate any U.S. Pension Plan, and no contribution failure has occurred with respect to any U.S. Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.  No condition exists or event or transaction has occurred with respect to any U.S. Pension Plan which might result in the incurrence by the Borrowers or any member of the Controlled Group of any material liability, fine or penalty.  Except as disclosed in Item 6.11(a) of the Disclosure Schedule, neither the Borrowers nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a U.S. Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

(b)  During the twelve-consecutive-month period prior to the Effective Date and prior to the date of any Credit Extension hereunder, no steps have been taken to terminate any Canadian Pension Plan, and no contribution failure has occurred with respect to any Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect.  No condition exists or event or transaction has occurred with respect to any Canadian Pension Plan which might result in the incurrence by ACT or any of its Subsidiaries of any material liability, fine or penalty.  Except as disclosed in Item 6.11(b) of the Disclosure Schedule, neither ACT nor any of its Subsidiaries has any contingent liability with respect to any benefit under a Canadian Pension Plan or Canadian Welfare Plan which could reasonably be expected to have a Material Adverse Effect.

SECTION 6.12.  Environmental Warranties.  Except as set forth in Item 6.12 of the Disclosure Schedule:

(a)  all facilities and property (including underlying groundwater) owned, leased or occupied by ACT or any of its Subsidiaries have been, and continue to be, owned, leased or occupied by ACT and its Subsidiaries in compliance with all Environmental Laws except for any non-compliance which could not reasonably be expected to have a Material Adverse Effect;

(b)  there have been no past, and there are no pending or, to the knowledge of ACT or any of the Borrowers, threatened (i) claims, complaints, notices or requests for information received by ACT or any of its Subsidiaries with respect to any alleged violation of any Environmental Law, or (ii) complaints, notices or inquiries to ACT or

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any of its Subsidiaries regarding any potential liability under any Environmental Law which in either case could reasonably be expected to have a Material Adverse Effect;

(c)  there have been no Releases of Hazardous Materials at, on or under any property now or previously owned, leased or occupied by ACT or any of its Subsidiaries that have, or could reasonably be expected to have, a Material Adverse Effect;

(d)  ACT and its Subsidiaries have been issued, hold and are in compliance with all permits, certificates, approvals, licenses, registrations and other authorizations required by Environmental Laws except for any non-issuance, failure to hold or non-compliance which could not reasonably be expected to have a Material Adverse Effect;

(e)  no property now owned or leased by ACT or any of its Subsidiaries, and no property previously owned or leased by ACT or any of its Subsidiaries, is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar federal state or provincial list of sites requiring investigation or clean-up, where such listing or proposed listing could reasonably be expected to have a Material Adverse Effect;

(f)  there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any property now or previously owned, leased or occupied by ACT or any of its Subsidiaries that have, or could reasonably be expected to have, a Material Adverse Effect;

(g)  neither ACT nor any of its Subsidiaries has directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar federal or state list or which is the subject of federal, state, provincial or local enforcement actions or other investigations which may lead to material claims against ACT or such Subsidiary for any investigation or remedial work, damage to property, the environment,  natural resources or personal injury, including claims under CERCLA or Environmental Laws which could reasonably be expected to have a Material Adverse Effect;

(h)  there are no polychlorinated biphenyls or friable asbestos present at any property now or previously owned or leased by ACT or any of its Subsidiaries that have, or could reasonably be expected to have, a Material Adverse Effect; and

(i)  no conditions exist at, on or under any properties now or previously owned, leased or occupied by ACT or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, will give rise to liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect.

SECTION 6.13.  Accuracy of Information.  None of the material factual information heretofore or contemporaneously furnished in writing to any Secured Party by or on behalf of any Obligor in connection with any Loan Document or any transaction contemplated hereby

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(including the Acquisition) contained any untrue statement of a material fact, or omitted to state any material fact necessary to make any information not misleading in each case on the date as of which such information is dated or certified; and no other factual information hereafter furnished in connection with any Loan Document by or on behalf of any Obligor to any Secured Party will contain any untrue statement of a material fact or will omit to state any material fact necessary to make any information not misleading, in each case on the date as of which such information is dated or certified.  Insofar as any of the factual information described above includes assumptions, estimates, projections or opinions, no representation or warranty is made herein with respect thereto; provided, that to the extent any such assumptions, estimates, projections or opinions are based on factual matters, the Borrowers have reviewed such factual matters and nothing has come to their attention in the context of such review which would lead them to believe that such factual matters were not or are not true and correct in all material respects or that such factual matters omit to state any material fact necessary to make such assumptions, estimates, projections or opinions not misleading in any material respect.

SECTION 6.14.  Regulations U and X.  No Obligor is engaged in the business of extending credit for the purpose of buying or carrying margin stock, and no proceeds of any Credit Extensions will be used to purchase or carry margin stock or otherwise for a purpose which violates, or would be inconsistent with, F.R.S. Board Regulation U or Regulation X.  Terms for which meanings are provided in F.R.S. Board Regulation U or Regulation X or any regulations substituted therefor, as from time to time in effect, are used in this Section with such meanings.

SECTION 6.15.  Issuance of Subordinated Debt; Status of Obligations as Senior Indebtedness, etc.  Each Obligor has the power and authority to incur (including by way of a subordinated guaranty of) the Subordinated Debt as provided for under the Subordinated Debt Documents applicable thereto and has duly authorized, executed and delivered the Subordinated Debt Documents applicable to such Subordinated Debt.  The High Yield Issuers have issued, pursuant to due authorization, the Subordinated Debt under the applicable Subordinated Debt Documents, and such Subordinated Debt Documents constitute the legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity).  The subordination provisions of the Subordinated Debt contained in the Subordinated Debt Documents are enforceable against the holders of the Subordinated Debt by the holder of any “Senior Indebtedness” or similar term referring to the Obligations (as defined in the Subordinated Debt Documents).  All Obligations, including those to pay principal of and interest (including post-petition interest, whether or not allowed as a claim under bankruptcy or similar laws) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute “Senior Indebtedness” or similar term relating to the Obligations (as defined in the Subordinated Debt Documents) and all such Obligations are entitled to the benefits of the subordination created by the Subordinated Debt Documents.  The Borrowers acknowledge that each Administrative Agent, each Lender and each Issuer is entering into this Agreement and is extending its Commitments in reliance upon the subordination provisions of the Subordinated Debt Documents.

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SECTION 6.16.  Real Property.  After giving effect to the Acquisition, in each case as of the Closing Date, (i) listed under Item 6.16(a) of the Disclosure Schedule is each street address and county and state or other similar jurisdiction where ACT or any of its Subsidiaries owns any retail outlets or any material offices and distribution centers and (ii) listed under Item 6.16(b) of the Disclosure Schedule is each street address and county and state or other similar jurisdiction where ACT or any of its Subsidiaries leases any material real property.  Mortgages delivered pursuant to Section 5.1.15, constitute a valid and enforceable first lien subject only to the Permitted Liens on no less than 80% of the real property of ACT and its Subsidiaries owned on the Closing Date (exclusive of the properties which are identified in Item (a) and Item (b) of Schedule III hereto).  The legal description attached to each Mortgage is, for no less than 95% of the Mortgages at any time outstanding, true, correct and complete, and correctly identifies the real property interest mortgaged thereunder.  There are no leases affecting any property made subject to a Mortgage that have not been entered into on market terms and for market rates and prices.

SECTION 6.17.  Obligors.  As of the Closing Date, (i) the EBITDA of the Obligors constitutes at least 90% of the consolidated EBITDA of ACT and its Subsidiaries, (ii) the assets of the Obligors constitutes at least 90% of the consolidated assets of ACT and its Subsidiaries and (iii) the gross revenue of the Obligors constitutes at least 90% or more of the consolidated gross revenue of ACT and its Subsidiaries.

ARTICLE VII
COVENANTS

SECTION 7.1.  Affirmative Covenants.  The Borrowers agree with each Lender, each Issuer and each Administrative Agent that until the Termination Date has occurred, the Borrowers will, and where applicable will cause their Subsidiaries to, perform or cause to be performed the obligations set forth below.

SECTION 7.1.1.  Financial Information, Reports, Notices, etc.  ACT will furnish each Lender and each Administrative Agent copies of the following financial statements, reports, notices and information:

(a)  (i) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, an unaudited consolidated balance sheet of ACT and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income and cash flow of ACT and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, and including (in each case), in comparative form the figures for the corresponding Fiscal Quarter in, and year to date portion of, the immediately preceding Fiscal Year, certified as complete and correct in all material respects by the chief financial or accounting Authorized Officer of ACT (subject to normal year-end audit adjustments);

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(b)  as soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the consolidated balance sheet of ACT and its Subsidiaries, and the related consolidated statements of income and cash flow of ACT and its Subsidiaries for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited (without any Impermissible Qualification) by independent chartered accountants acceptable to the Administrative Agents;

(c)  concurrently with the delivery of the financial information pursuant to clauses (a) and (b), a Compliance Certificate, executed by the chief financial or accounting Authorized Officer of ACT, (i) showing compliance with the financial covenants set forth in Section 7.2.4 and 7.2.7, (ii) stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that the Borrowers have taken or propose to take with respect thereto), (iii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.1.8) and (iv) in the case of a Compliance Certificate delivered concurrently with the financial information pursuant to clause (b) (beginning with the Compliance Certificate for the 2005 Fiscal Year), a calculation of Excess Cash Flow;

(d)  as soon as possible and in any event within three Business Days after any Obligor obtains knowledge of the occurrence of a Default, a statement of an Authorized Officer of ACT setting forth details of such Default and the action which such Obligor has taken and proposes to take with respect thereto;

(e)  as soon as possible and in any event within five Business Days after any Obligor obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Item 6.7 of the Disclosure Schedule or (ii) the commencement of any litigation, action, proceeding or labor controversy of any suit or proceeding that alleges damages of $10,000,000, or is otherwise of the type and materiality described in Section 6.7, notice thereof and, to the extent any Administrative Agent requests, copies of all documentation relating thereto;

(f)  promptly after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements which any Obligor files with the Toronto Stock Exchange, SEC or any other securities exchange, securities commissions or similar governmental authority or commissions (or, if available on SEDAR, notice promptly following such filing of any of the foregoing information);

(g)  promptly upon becoming aware of (i) the institution of any steps by any Person to terminate any U.S. Pension Plan or Canadian Pension Plan, (ii) the failure to make a required contribution to any U.S. Pension Plan or Canadian Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or to result in a Material Adverse Effect, (iii) the taking of any action with respect to a U.S. Pension Plan or Canadian Pension Plan which could result in the requirement that any Obligor furnish

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a bond or other security to the PBGC or such U.S. Pension Plan or Canadian Pension Plan, or (iv) the occurrence of any event with respect to any U.S. Pension Plan or Canadian Pension Plan which could result in the incurrence by any Obligor of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto;

(h)  promptly upon receipt thereof, copies of all “management letters” submitted to any Obligor by the independent chartered accountants referred to in clause (b) in connection with each audit made by such accountants;

(i)  (A) promptly following the mailing or receipt of any notice or report delivered under the terms of any Subordinated Debt, copies of such notice or report and (B) no less that three Business Days prior to entering into any amendment, supplement, waiver or other modification of, or forbearance from exercising any rights with respect to, any Transaction Document, notice thereof and copies of such proposed amendment, supplement, waiver or forbearance documents.

(j)  as soon as available (including promptly following its approval by the Board of Directors of ACT) and in any event no later than July 15^th of each year, (i) the consolidated operating budget (which shall include (i) forecasted consolidated statements of operating income and retained earnings, shareholder equity and change in cash flow, for the then current Fiscal Year (displayed by reference to each Fiscal Quarter) and (ii) for the 2004 Fiscal Year and the 2005 Fiscal Year an update on and summary of costs and expenses incurred in connection with the integration of ACT’s businesses with the business purchased on the Closing Date) of ACT and its Subsidiaries (displayed by reference to each Fiscal Quarter) approved by the Board of Directors of ACT, along with the supporting documents and information (including the assumptions upon which such budget is based) and (ii) a certificate of the chief financial officer of ACT setting forth the calculations required in order to determine the impact of the forecast referred to in the foregoing clauses on the compliance with the ratios contemplated in Section 7.2.4;

(k)  promptly upon becoming aware that one or more of the Obligors or any Person which owns, directly or indirectly, any Capital Securities of any Obligor, or any other holder at any time of any direct or indirect equitable, legal or beneficial interest in any Obligor, is the subject of any of the Terrorism Laws, notice thereof and, to the extent any Administrative Agent requests, copies of all documentation relating thereto; and

(l)  such other financial and other information as any Lender or Issuer through either Administrative Agent may from time to time reasonably request.

SECTION 7.1.2.  Maintenance of Existence; Compliance with Laws, etc.  ACT will, and will cause each of its Obligors to, preserve and maintain its legal existence (except as otherwise permitted by Section 7.2.10), and comply in all material respects with (i) the terms of (and shall perform or cause the applicable Subsidiary to perform) its obligations under all material agreements to which it is a party and (ii) all applicable laws, rules, regulations and orders binding on ACT or any of its Subsidiaries, including the payment (before the same become delinquent),

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of all Taxes, imposed upon such Obligor or upon their property except to the extent being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside on the books of such Obligor, as applicable, except, in the case of other than Taxes, for any non-compliance therewith which could not reasonably be expected to have a Material Adverse Effect.

SECTION 7.1.3.  Maintenance of Properties.  ACT will, and will cause each of its Subsidiaries to, maintain, preserve, protect and keep their respective properties in good repair, working order and condition (ordinary wear and tear excepted), and make necessary repairs, renewals and replacements so that the business carried on by the Obligors may be properly conducted in all material respects at all times, unless ACT or its Subsidiaries determine in good faith that the continued maintenance of such property is no longer economically desirable, necessary or useful to the business of the Obligors or the Disposition of such property is otherwise permitted by the terms of a Loan Document.

SECTION 7.1.4.  Insurance.  ACT will, and will cause each of its Subsidiaries to, maintain:

(a)  insurance on its property with financially sound and reputable insurance companies against loss and damage in at least the amounts (and with only those deductibles) customarily maintained, and against such risks (including fire and other risks insured against by extended coverage) as are typically insured against in the same general area, by Persons of comparable size engaged in the same or similar business as ACT and its Subsidiaries;

(b)  liability insurance in customary amounts for similar companies;

(c)  all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business; and

(d)  (i) environmental insurance for third party liability and remediation claims with respect to those sites listed on Item 7.1.4 (d)(i) of the Disclosure Schedule and (ii) environmental remediation insurance with respect to real property located in states within the U.S. where no “state fund” is available and states within the U.S. listed on Item 7.1.4 (d)(ii) of the Disclosure Schedule, in each case on terms and conditions satisfactory to the Arrangers.

Without limiting the foregoing, all insurance policies required pursuant to this Section shall name the Collateral Agent on behalf of the Secured Parties as mortgagee (in the case of property insurance) or additional insured (in the case of liability insurance), as applicable, and provide that no cancellation or modification of the policies will be made without thirty days’ prior written notice to the Administrative Agents.

SECTION 7.1.5.  Books and Records.  ACT will, and will cause each of its Subsidiaries to, keep books and records in accordance with GAAP (or, in the case of U.S. organized Obligors,

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GAAP or U.S. generally accepted accounting principles) which accurately reflect in all material respects all of its business affairs and transactions and permit each Lender Party or any of their respective representatives, at reasonable times and intervals upon reasonable notice to ACT but not more than once per calendar year (but in any case coordinated as a group through the Arrangers) (unless a Default shall have occurred and be continuing, in which case such visits and examinations may occur more often than once per year, so long as they continue to be made by the Lender Parties as a group, coordinated through the Arrangers), to visit each Obligor’s offices, to discuss such Obligor’s financial matters with its officers and employees, and its independent chartered accountants (and each Obligor hereby authorizes such independent chartered accountant to discuss each Obligor’s financial matters with each Lender Party or their representatives whether or not any representative of such Obligor is present) and to examine (and photocopy extracts from) any of its books and records.  If a Default shall have occurred and be continuing, the Borrowers shall pay any fees of such independent chartered accountant incurred in connection with any Lender Party’s exercise of its rights pursuant to this Section.

SECTION 7.1.6.  Environmental Law Covenant.  ACT will, and will cause each of its Subsidiaries to,

(a)  use and operate all of its and their facilities and properties in material compliance with all Environmental Laws, keep all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws except for any non-compliance with any Environmental Law or failure to have a permit, approval, certificate, license or other authorization relating to environmental matters which could not reasonably be expected to have a Material Adverse Effect; and

(b)  promptly notify the Administrative Agents and provide copies upon receipt of all written claims, complaints, notices or inquiries relating to the condition of its facilities and properties in respect of, or as to compliance with, Environmental Laws (the failure to comply with which could reasonably be expected to have a Material Adverse Effect), and shall promptly resolve any such non-compliance with Environmental Laws and keep its property free of any Lien imposed by any Environmental Law.

SECTION 7.1.7.  Use of Proceeds.  The Borrowers will apply the proceeds of the Credit Extensions as follows:

(a)  to repay the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule;

(b)  to pay a portion of the purchase price of the Capital Securities to be purchased in the Acquisition, and to pay Transaction Expenses;

(c)  for working capital and general corporate purposes of the Obligors, including Permitted Acquisitions by such Persons; and

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(d)  for issuing Letters of Credit for the account of the Obligors.

The Borrowers agree that in no event will the proceeds of Credit Extensions be used directly or indirectly (i) to facilitate or consummate a Hostile Take-Over or (ii) in violation of any law or governmental regulation including any of the Terrorism Laws and shall take all necessary action to comply with all Terrorism Laws with respect thereto.

SECTION 7.1.8.  Future Guarantors, Security, etc.  Except as set forth in Section 7.1.10, ACT will, and will cause each of its Subsidiaries to, execute any documents, Filing Statements, agreements and instruments, and take all further action (including filing Mortgages) that may be required under applicable law, or that the Administrative Agents may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority (subject to Permitted Liens) of the Liens created or intended to be created by the Loan Documents.  ACT will cause each of its subsequently acquired or organized Material Subsidiaries to execute a supplement to the Subsidiary Guaranty and each other applicable Security Document pursuant to which such Subsidiary grants to the Collateral Agent in favor of the Secured Parties a security interest in substantially all of its assets (other than as set forth in Section 7.1.10).  In addition, from time to time, ACT will, and will cause its Subsidiaries to, at their cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected Liens with respect to such of their assets and properties (other than as set forth in Section 7.1.10) as any Administrative Agent shall designate, in order to ensure that the Obligations shall be secured by at least 90% of the consolidated assets, revenue and EBITDA of ACT and its Subsidiaries.  Such Liens will be created under the Loan Documents in form and substance satisfactory to each Administrative Agent, and ACT and the other Obligors shall deliver or cause to be delivered to each Administrative Agent all such instruments and documents (including legal opinions and lien searches) as any Administrative Agent shall reasonably request to evidence compliance with this Section.  The Borrowers agree that they shall, and shall cause their Subsidiaries to, do all things necessary to the satisfaction of the Arrangers to ensure that at all times Persons owning at least 90% of the consolidated assets and at least 90% of the consolidated revenue and EBITDA of ACT and its Subsidiaries shall be primarily liable (either directly as a Borrower or indirectly by way of a guaranty of payment pursuant to a Loan Document) for the Obligations.

SECTION 7.1.9.  Rate Protection Agreements.  Unless otherwise agreed to by the Arrangers, within 120 days following the Closing Date, the Borrowers will enter into interest rate swap, cap, collar or similar arrangements designed to protect the Borrowers against fluctuations in interest rates in respect of not more than 50% of the Term Loans then outstanding on terms satisfactory to the Arrangers.

SECTION 7.1.10.  Real Property.   In the event that the Obligors shall have not Disposed of certain of their real property interests as set forth in clauses (b) and (c) of Section 7.2.11 hereof, within the time limit permitted thereunder, ACT will, or will cause each of its Subsidiaries to (as the case may be), subject to the next two sentences, deliver to the Collateral Agent counterparts of a Mortgage for each property listed in Item (a) and Item (b) of Schedule III hereto, duly executed by the applicable Obligor, together with (i) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of each such

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Mortgage as may be necessary or, in the opinion of the Administrative Agents, desirable to create a valid, perfected first priority Lien against the properties purported to be covered thereby and (ii) such other approvals, opinions, or documents as any Administrative Agent may request (excluding title insurance, surveys, title searches and similar documents) in form and substance satisfactory to such Administrative Agent.  Notwithstanding anything to the contrary herein, ACT shall, or shall cause its Subsidiaries to (as the case may be), within 120 days after the Closing Date and within 60 days following the last day of the second and fourth Fiscal Quarter of each Fiscal Year thereafter, have the Obligations hereunder secured by no less than 90% of ACT’s and its Subsidiaries’ fee owned real property; provided, that commencing on the 121^st day following the Closing Date, ACT and its Subsidiaries shall not have to deliver any Mortgage to comply with the foregoing clause until such time as the number of fee owned properties required to be mortgaged exceeds 25; provided further, that until such time as the Obligors are no longer permitted to Dispose of assets under the Permitted Sale-Leaseback or as a Permitted Store Closure pursuant to clauses (b) and (c) of Section 7.2.11 hereunder, the properties listed in Item (a) and Item (b) of Schedule III hereto, as the case may be, shall not be considered “fee owned real property” for purposes of calculating the foregoing percentage.

SECTION 7.1.11.  Senior Secured Bank Debt Rating.  ACT shall use its best efforts to ensure that its senior secured bank debt is publicly rated by both S&P and Moody’s and ACT shall promptly notify the Administrative Agents in the event either S&P or Moody’s ceases to continue to maintain such ratings.

SECTION 7.2.  Negative Covenants.  The Borrowers covenant and agree with each Lender, each Issuer and each Administrative Agent that until the Termination Date has occurred, the Borrowers will, and will cause their Subsidiaries to, perform or cause to be performed the obligations set forth below.

SECTION 7.2.1.  Business Activities.  ACT will not, and will not permit any of its Subsidiaries to, engage in any businesses which are not the same, ancillary or related to the businesses in which ACT and its Subsidiaries are engaged in on the date of this Agreement.

SECTION 7.2.2.  Indebtedness.  ACT will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, other than:

(a)  Indebtedness in respect of the Obligations;

(b)  until the Closing Date, Indebtedness that is to be repaid in full as further identified in Item 7.2.2(b) of the Disclosure Schedule;

(c)  Indebtedness existing as of the Effective Date which is identified in Item 7.2.2(c) of the Disclosure Schedule, and refinancing of such Indebtedness in a principal amount not in excess of that which is outstanding on the Effective Date;

(d)  unsecured Indebtedness (i) incurred in the ordinary course of business of ACT and its Subsidiaries and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business, but excluding (in each case), Indebtedness

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incurred through the borrowing of money or Contingent Liabilities in respect of borrowed money;

(e)  Indebtedness (i) in respect of industrial revenue bonds or other similar governmental or municipal bonds, (ii) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of ACT and its Subsidiaries (pursuant to purchase money mortgages or otherwise, whether owed to the seller or a third party) used in the ordinary course of business of ACT and its Subsidiaries (provided, that such Indebtedness is incurred within 60 days of the acquisition of such property) and (iii) in respect of Capitalized Lease Liabilities; provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause shall not at any time exceed $25,000,000;

(f)  Indebtedness of ACT or any Subsidiary owing to ACT or any other Subsidiary, which Indebtedness

(i)  if incurred by a Subsidiary that is not an Obligor shall not (when aggregated (without duplication) with the amount of Investments made by the Borrowers and the Subsidiary Guarantors in Subsidiaries that are not Obligors under clause (d)(i) of Section 7.2.5), exceed $10,000,000; and

(ii)  shall be subordinated on terms and conditions satisfactory to the Arrangers;

(g)  (i) unsecured Subordinated Debt of the High Yield Issuers incurred pursuant to the terms of the Subordinated Debt Documents in a principal amount not to exceed $350,000,000, and unsecured Contingent Liabilities of ACT and the Guarantors in respect of such Subordinated Debt, but only if such Contingent Liabilities are subordinated to the Obligations on substantially the same terms as the Subordinated Debt of the High Yield Issuers is subordinated to the Obligations, (ii) other unsecured Indebtedness of ACT or any of its Subsidiaries subordinated in right of payment to the Obligations pursuant to documentation containing terms substantially the same as in the Subordinated Debt Documents, (iii) other unsecured Indebtedness of ACT or any of its Subsidiaries subordinated in right of payment to the Obligations pursuant to documentation containing redemption and other prepayment events, maturities, amortization schedules, covenants, events of default, remedies, acceleration rights, subordination provisions and other material terms satisfactory to the Required Lenders, and (iv) refinancings of such Subordinated Debt and Contingent Liabilities in respect thereof which continue to satisfy the terms of clauses (g)(ii) or (g)(iii); provided that in the case of clauses (g)(ii) and (g)(iii) the Net Debt Proceeds from the issuance of such Subordinated Debt are applied to prepay Loans in accordance with Section 3.1.1 and 3.1.2;

(h)  Indebtedness of a Person existing at the time such Person became a Subsidiary of ACT, but only if such Indebtedness was not created or incurred in contemplation of such Person becoming a Subsidiary and the aggregate outstanding

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amount of all Indebtedness or other obligations or liabilities existing pursuant to this clause does not exceed $35,000,000 at any time; and

(i)  other unsecured Indebtedness of ACT and its Subsidiaries (other than Indebtedness of Foreign Subsidiaries owing to an Obligor) in an aggregate amount at any time outstanding not to exceed $50,000,000;

provided, that no Indebtedness otherwise permitted by clauses (c), (e), (f), (g), (h) or (i) shall be assumed, created or otherwise incurred if a Default has occurred and is then continuing or would result therefrom other than the refinancing of Indebtedness existing as of the date of such Default.

SECTION 7.2.3.  Liens.  ACT will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien upon any of its property (including Capital Securities of any Person), revenues or assets, whether now owned or hereafter acquired, except as follows (collectively, the “Permitted Liens”):

(a)  Liens securing payment of the Obligations;

(b)  until the Closing Date, Liens securing payment of Indebtedness described in clause (b) of Section 7.2.2;

(c)  Liens existing as of the Effective Date and, in respect of personal property, disclosed in Item 7.2.3(c) of the Disclosure Schedule securing Indebtedness or other obligations or liabilities described in clause (c) of Section 7.2.2, and refinancings of such Indebtedness or other obligations or liabilities; provided, that no such Lien shall encumber any additional property and the principal amount of Indebtedness or other obligations and liabilities secured by such Lien is not increased from that existing on the Effective Date;

(d)  Liens securing Indebtedness of the type permitted under clause (e) of Section 7.2.2; provided, that (i) such Lien is granted within 60 days after such Indebtedness is incurred, and (ii) such Lien secures only the assets that are the subject of the Indebtedness referred to in such clause;

(e)  Liens securing Indebtedness, obligations or liabilities permitted by clause (h) of Section 7.2.2; provided, that such Liens existed prior to such Person becoming a Subsidiary, were not created in anticipation thereof and attach only to specific tangible assets of such Person (and not assets of such Person generally);

(f)  Liens in favor of carriers, warehousemen, mechanics, materialmen, architects, engineers, suppliers of material, contractors, subcontractors and landlords granted in the ordinary course of business or at law for amounts not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;

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(g)  Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or performance bonds;

(h)  judgment Liens in existence for less than 45 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and which do not otherwise result in an Event of Default under Section 8.1.6;

(i)  easements, servitudes, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached;

(j)  Liens for Taxes not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;

(k)  undetermined or inchoate Liens (including priority claims) which have not at such time been filed or registered in accordance with applicable law or which relate to obligations not due or delinquent;

(l)  Liens resulting from the right reserved to or vested in any Governmental Authority by any statutory provision, or by the terms of any lease, license, franchise, grant or permit of ACT or any Subsidiary, to terminate any such lease, license, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof; and

(m)  other Liens securing Indebtedness or other obligations in an amount not to exceed in the aggregate $2,000,000 at any time outstanding.

SECTION 7.2.4.  Financial Condition and Operations.  ACT will not permit any of the events set forth below to occur.

(a)  The Senior Secured Leverage Ratio as of the last day of any Fiscal Quarter occurring during any period set forth below to be greater than the ratio set forth opposite such period:

Period	Senior Secured Leverage Ratio
04/24/04 through (and including) 04/24/05	2.50:1
04/25/05 through (and including) 04/30/06	2.25:1
05/01/06 and thereafter	2.00:1

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(b)  The Adjusted Leverage Ratio as of the last day of any Fiscal Quarter occurring during any period set forth below to be greater than the ratio set forth opposite such period:

Period	Adjusted Leverage Ratio
04/24/04 through (and including) 04/30/06	4.75:1
05/01/06 through (and including) 04/29/07	4.50:1
04/30/07 through (and including) 04/27/08	4.25:1
04/28/08 and thereafter	4.00:1

(c)  The Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter occurring during any period set forth below to be less than the ratio set forth opposite such period:

Period	Fixed Charge Coverage Ratio
04/24/04 through (and including) 07/17/05	1.10:1
07/18/05 and thereafter	1.15:1

(d)  The Interest Coverage Ratio as of the last day of any Fiscal Quarter occurring during any period set forth below to be less than the ratio set forth opposite such period:

Period	Interest Coverage Ratio
04/24/04 and thereafter	4.00:1

SECTION 7.2.5.  Investments.  ACT will not, and will not permit any of its Subsidiaries to, purchase, make, incur, assume or permit to exist any Investment in any other Person, except:

(a)  Investments existing on the Effective Date and identified in Item 7.2.5(a) of the Disclosure Schedule;

(b)  Cash Equivalent Investments;

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(c)  Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(d)  Investments by way of contributions to capital or purchases of Capital Securities (i) by ACT in any of its Subsidiaries or by any Subsidiary in other Subsidiaries; provided, that the aggregate amount of intercompany loans made pursuant to clause (f)(i) of Section 7.2.2 and Investments under this clause made by an Obligor in Subsidiaries that are not Obligors shall not exceed (without duplication) the amount set forth in clause (f)(i) of Section 7.2.2 at any time, or (ii) by any Subsidiary in any Borrower;

(e)  Investments constituting (i) accounts receivable arising, (ii) trade debt granted, or (iii) deposits made in connection with the purchase price of goods or services, in each case in the ordinary course of business;

(f)  Investments by way of the acquisition of Capital Securities constituting Permitted Acquisitions otherwise permitted pursuant to clause (b) of Section 7.2.10;

(g)  Investments consisting of any deferred portion of the sales price received by ACT or any of its Subsidiaries in connection with any Disposition permitted under Section 7.2.11;

(h)  to the extent permitted by applicable law, Investments resulting from reasonable and customary loans or advances to employees in the ordinary course of business (including in connection with expenses associated with relocation of management and employees) in an aggregate amount not to exceed $1,000,000 at any one time outstanding;

(i)  Investments consisting of Indebtedness made pursuant to Section 7.2.2; and

(j)  other Investments in an amount not to exceed $35,000,000 over the term of this Agreement;

provided, that

(k)  any Investment which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; and

(l)  no Investment otherwise permitted by clauses (d)(i) (in the case of Investments in other than Obligors), (f) or (i) shall be permitted to be made if any Default has occurred and is continuing or would result therefrom.

SECTION 7.2.6.  Restricted Payments, etc.  ACT will not, and will not permit any of its Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted

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Payment, other than Restricted Payments made by Subsidiaries to ACT, a Borrower or wholly-owned Subsidiaries; provided, that ACT may make normal course issuer bids for the repurchase or redemption of Capital Securities of ACT but only to the extent that (a) no Default has occurred and is continuing or would result therefrom and (b) the maximum amount of such Restricted Payments does not exceed C$5,000,000 in any Fiscal Year.

SECTION 7.2.7.  Capital Expenditures, etc.  Subject (in the case of Capitalized Lease Liabilities), to clause (e) of Section 7.2.2, ACT will not, and will not permit any of its Subsidiaries to make Capital Expenditures (excluding Capital Expenditures actually made in order to comply with ADA Agreement, up to a maximum amount of $18,600,000) for the period (i) commencing on the Effective Date and ending on April 30, 2004, in excess of C$62,500,000 and (ii) for each Fiscal Year thereafter in an annual amount in excess of the sum of the then applicable Reinvestment Amount (to the extent not previously expended or applied to a prepayment of Term Loans) plus the amount set forth below opposite the applicable Adjusted Leverage Ratio that is in the Compliance Certificate delivered with ACT’s audited annual financial statements pursuant to clause (b) of Section 7.1.1:

Adjusted Leverage Ratio	Capital Expenditure Amount
> 4.50:1	C$	150,000,000
> 4.00:1 but < 4.50:1	C$	175,000,000
> 3.75:1 but < 4.00:1	C$	200,000,000
< 3.75:1	The maximum amount of Capital Expenditures that can be made without causing a Default under the then applicable Fixed Charge Coverage Ratio.

SECTION 7.2.8.  No Prepayment of Subordinated Debt.  ACT will not, and will not permit any of its Subsidiaries to,

(a)  make any payment or prepayment of principal of, or premium or interest on, any Subordinated Debt other than (in the case of interest) on the stated, scheduled date for payment of interest set forth in the applicable Subordinated Debt Documents (together with any withholding tax gross-ups), or which would otherwise violate the terms of this Agreement or the applicable Subordinated Debt Documents;

(b)  redeem, retire, purchase, defease or otherwise acquire any Subordinated Debt; or

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(c)  make any deposit (including the payment of amounts into a sinking fund or other similar fund) for any of the foregoing purposes.

Furthermore, (i) ACT will not, and will not permit any Subsidiary to, designate any Indebtedness other than the Obligations as “Designated Senior Indebtedness” (or any analogous term) in any Subordinated Debt Document and (ii) shall at all times maintain the designation of the Obligations as “Designated Senior Indebtedness” (or any analogous term) in all Subordinated Debt Documents.

SECTION 7.2.9.  Issuance of Capital Securities.  ACT will not, and will not permit any of its Subsidiaries to, issue any Capital Securities (whether for value or otherwise) to any Person other than, (i) in the case of ACT, (A) if the Loans are contemporaneously repaid with the Net Equity Proceeds in accordance with clause (e) of Section 3.1.1, (B) Capital Securities issued under any stock option plan or as a result of the exercise of stock options, (C) Capital Securities issued by way of stock dividends and (D) Capital Securities issued in connection with any change in ACT’s capital stock (including stock subdivisions), or (ii) in the case of its Subsidiaries, to a Borrower or another wholly-owned Subsidiary.

SECTION 7.2.10.  Consolidation, Merger, Permitted Acquisitions, etc.  ACT will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division thereof), except

(a)  any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, a Borrower or any other Subsidiary (provided, that a Guarantor may only liquidate or dissolve into, or merge with and into, a Borrower or another Guarantor and ACT must continue to be the surviving entity, remaining organized as a corporation under the laws of the Province of Québec, in any merger or other business combination in which it takes part), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by a Borrower or any other Subsidiary (provided, that the assets or Capital Securities of any Guarantor may only be purchased or otherwise acquired by a Borrower or another Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary unless after giving effect thereto, the Collateral Agent shall have (for the benefit of the Secured Parties) a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation, subject to Permitted Liens, in form and substance satisfactory to the Administrative Agents and their counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Administrative Agents to create, perfect or maintain the same collateral position of the Secured Parties therein as prior to such transaction; and

(b)  so long as (i) no Default has occurred and is continuing or would occur after giving effect thereto, ACT or any of its Subsidiaries may consummate one or more Permitted Acquisitions; provided, that the aggregate purchase price for any such

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Permitted Acquisition does not exceed $50,000,000, and (ii) in the case of a Permitted Acquisition of Capital Securities, such Permitted Acquisition shall result in the acquisition of a majority-owned Canadian or U.S. Subsidiary.

SECTION 7.2.11.  Permitted Dispositions.

(a)  Except as set forth in clauses (b) and (c) below, ACT will not, and will not permit any of its Subsidiaries to, Dispose of any of such Person’s assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless (i) such Disposition is inventory or obsolete, damaged, worn out, surplus or outdated property Disposed of in the ordinary course of its business, (ii) such Disposition is permitted by Section 7.2.10, (iii) (A) such Disposition is for fair market value and the consideration received consists of no less than 75% cash (or Cash Equivalent Investments) (provided, that satisfaction of the requirement in this clause (iii)(A) shall not be required in the case of a Disposition of any Underperforming Store), (B) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets Disposed of pursuant to this clause does not exceed (individually or in the aggregate) $25,000,000 in any Fiscal Year, and (C) the Net Disposition Proceeds from such Disposition are applied in accordance with Sections 3.1.1 and 3.1.2.

(b)  The Obligors may Dispose of assets under (i) the Permitted Sale-Leaseback and (ii) Section 7.2.15; provided, that all Net Disposition Proceeds received in connection therewith (in the case of clause (b) of Section 7.2.15, only to the extent such Net Disposition Proceeds have not been applied to fund the purchase price of the assets acquired and subject to such sale and leaseback as permitted thereunder) are used to prepay the outstanding principal amount of the Loans to the extent required by, and in accordance with, Sections 3.1.1 and 3.1.2.

(c)  The Obligors may Dispose of assets as part of a Permitted Store Closure provided that (i) such Permitted Store Closure is consummated within twelve months after the Closing Date (unless otherwise extended by the Administrative Agents) and (ii) all Net Disposition Proceeds received in connection with each such Permitted Store Closure are applied in accordance with Sections 3.1.1 and 3.1.2.

SECTION 7.2.12.  Modification of Certain Agreements.  ACT will not, and will not permit any of its Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in,

(a)  (i) the Transaction Documents to which Obligor is a party (other than the Subordinated Debt Documents) if the result thereof could reasonably be expected to have a material and adverse effect on the Lenders or (ii) the Organic Documents of any Obligor, if the result thereof could reasonably be expected to have a Material Adverse Effect (it being agreed that any modification of any such Organic Document or Transaction Document would not have an adverse effect on the Lenders or Material

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Adverse Effect, as the case may be, if such modification is made to effectuate a transaction otherwise permitted by the terms of any Loan Document); or

(b)  the Subordinated Debt Documents, other than any amendment, supplement, waiver or modification for which no fee is payable to the holders of the Subordinated Debt and which (i) extends the date or reduces the amount of any required repayment, prepayment or redemption of the principal of such Subordinated Debt, (ii) reduces the rate or extends the date for payment of the interest, premium (if any) or fees payable on such Subordinated Debt or (iii) makes the covenants, events of default or remedies in such Subordinated Debt Documents less restrictive on the Obligors.

SECTION 7.2.13.  Transactions with Affiliates.  ACT will not, and will not permit any of its Subsidiaries to, enter into or cause or permit to exist any arrangement, transaction or contract (including for the purchase, lease or exchange of property or the rendering of services) with any of its other Affiliates, unless such arrangement, transaction or contract (i) is on fair and reasonable terms no less favorable to ACT or such Subsidiary than it could obtain in an arm’s-length transaction with a Person that is not an Affiliate and (ii) is of the kind which would be entered into by a prudent Person in the position of ACT or such Subsidiary with a Person that is not one of its Affiliates.  The terms of this Section shall not apply to transactions by and among Obligors or to the terms of any shareholder (or similar) agreements between ACT and Metro Inc. (or its Affiliates), as they relate to equity ownership in ACT, including rights to purchase Capital Securities of ACT.

SECTION 7.2.14.  Restrictive Agreements, etc.  ACT will not, and will not permit any of its Subsidiaries to, enter into any agreement prohibiting

(a)  the creation or assumption of any Lien securing payment of the Obligations upon its properties, revenues or assets, whether now owned or hereafter acquired;

(b)  the ability of any Obligor to amend or otherwise modify any Loan Document; or

(c)  the ability of any Subsidiary that is not an Obligor to make any payments, directly or indirectly, to any Obligor, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments.

The foregoing prohibitions shall not apply to restrictions contained (i) in any Loan Document or (ii) in the case of clause (a), any agreement governing any Indebtedness permitted by clauses (c) or (e) of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness.

SECTION 7.2.15.  Sale and Leaseback.  ACT will not, and will not permit any of its Subsidiaries to, directly or indirectly enter into any agreement or arrangement providing for the sale or transfer by it of any property (now owned or hereafter acquired) to a Person and the subsequent lease or rental of such property or other similar property from such Person, other than (a) the Permitted Sale-Leaseback; (b) sale and leasebacks of real property not owned by ACT or

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its Subsidiaries as of the Closing Date in an amount not to exceed $35,000,000 in any Fiscal Year, provided the Net Disposition Proceeds of such sale and leaseback (under this clause (b)) are applied in accordance with clause (i) of Section 3.1.1 and Section 3.1.2 or, to the extent such Net Disposition Proceeds result from a sale and leaseback that is consummated within four months following the acquisition of the property that is the subject of such sale and leaseback, to fund the purchase price of the assets acquired in connection with such sale and leaseback (and in such event no repayment of the Term Loans would be required); and (c) sale and leasebacks of real property owned by ACT or its Subsidiaries as of the Closing Date (after giving effect to the Acquisition) in an amount not to exceed $50,000,000 in any Fiscal Year, provided,  that the Net Disposition Proceeds of such sale and leaseback (under this clause (c)) are applied in accordance with clause (i) of Section 3.1.1 and Section 3.1.2.

ARTICLE VIII
EVENTS OF DEFAULT

SECTION 8.1.  Listing of Events of Default.  Each of the following events or occurrences described in this Article shall constitute an “Event of Default”.

SECTION 8.1.1.  Non-Payment of Obligations.  Any Borrower shall default in the payment or prepayment when due of

(a)  any principal of any Loan, or any Reimbursement Obligation or any deposit of cash for collateral purposes pursuant to Section 2.6.4; or

(b)  any interest on the Loans or any fee described in Article III or any other monetary Obligation, and such default shall continue unremedied for a period of three Business Days after such amount was due.

SECTION 8.1.2.  Breach of Warranty.  Any representation or warranty of any Obligor made or deemed to be made in any Loan Document (including any certificates delivered pursuant to Article V) is or shall be incorrect when made or deemed to have been made in any material respect.

SECTION 8.1.3.  Non-Performance of Certain Covenants and Obligations.  ACT or any Borrower shall fail to execute and deliver the Offer to Prepay as required (and within the period set forth in) clause (d) of Section 3.1.2, or shall default in the due performance or observance of any of its obligations under Section 7.1.1, Section 7.1.7 or Section 7.2.

SECTION 8.1.4.  Non-Performance of Other Covenants and Obligations.  Any Obligor shall default in the due performance and observance of any other agreement contained in any Loan Document executed by it, and such default shall continue unremedied for a period of 30 days after the earlier to occur of (i) notice thereof given to ACT by either Administrative Agent or any Lender or (ii) the date on which any Obligor has knowledge of such default.

SECTION 8.1.5.  Default on Other Indebtedness.  A default shall occur and be continuing in the payment of any amount when due (subject to any applicable grace period), whether by

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acceleration or otherwise, of any principal or stated amount of, rental payments on, or interest or fees on, any Indebtedness (other than Indebtedness described in Section 8.1.1) of ACT or any of its Subsidiaries or any other Obligor having a principal or stated amount, individually or in the aggregate, in excess of $10,000,000 (or the Canadian Dollar Equivalent thereof, if applicable), or a default shall occur in the performance or observance of any obligation or condition with respect to such Indebtedness if the effect of such default is to accelerate the maturity of any such Indebtedness or such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become due and payable or to require such Indebtedness to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity.

SECTION 8.1.6.  Judgments.  Any final judgment or order for the payment of money individually or in the aggregate in excess of $10,000,000 (or the Canadian Dollar Equivalent thereof, if applicable) (exclusive of any amounts fully covered by insurance (less any applicable deductible) and as to which the insurer has acknowledged its responsibility to cover such judgment or order) shall be rendered against ACT or any of its Subsidiaries or any other Obligor and such judgment shall not have been vacated or discharged or stayed or bonded pending appeal within 30 days after the entry thereof or enforcement proceedings shall have been commenced by any creditor upon such judgment or order.

SECTION 8.1.7.  Pension Plans.  Any of the following events shall occur with respect to any U.S. Pension Plan or Canadian Pension Plan, as the case may be

(a)  the institution of any steps by any Borrower, any member of its Controlled Group or any other Person to terminate a U.S. Pension Plan if, as a result of such termination, any Borrower or any such member could be required to make a contribution to such U.S. Pension Plan, or could reasonably expect to incur a liability or obligation to such U.S. Pension Plan, in excess of $5,000,000; or

(b)  a contribution failure occurs with respect to any U.S. Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA; or

(c)  any of the following events shall occur with respect to any Canadian Pension Plan or Canadian Welfare Plan:  (i) the institution of any steps by ACT, a Subsidiary or any other Person to terminate any Canadian Pension Plan if, as a result of such termination, ACT or any of its Subsidiary is required to make an additional contribution to such Canadian Pension Plan, or could reasonably be expected to incur a liability or obligation to such Canadian Pension Plan, in an amount in excess of $5,000,000; (ii) a contribution failure occurs with respect to any Canadian Pension Plan in an amount in excess of $5,000,000, or the Canadian Dollar Equivalent thereof; or (iii) the occurrence of any event with respect to any Canadian Pension Plan that results in or would reasonably be likely to result in the incurrence by ACT or any of its Subsidiaries of any liability, fine or penalty, or any increase in a liability, including without limitation a contingent liability, of ACT or any of its Subsidiaries in an amount in excess of

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$5,000,000, or the Canadian Dollar Equivalent thereof, with respect to any Canadian Pension Plan or Canadian Welfare Plan benefit.

SECTION 8.1.8.  Change in Control.  Any Change in Control shall occur.

SECTION 8.1.9.  Bankruptcy, Insolvency, etc.  ACT, any of its Material Subsidiaries or any other Obligor shall

(a)  become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, debts as they become due;

(b)  apply for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any substantial part of the property of any thereof, or make a general assignment for the benefit of creditors;

(c)  in the absence of such application, consent or acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided, that ACT, each Subsidiary and each other Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;

(d)  permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law or any dissolution, winding up or liquidation proceeding, in respect thereof, and, if any such case or proceeding is not commenced by ACT, any Subsidiary or any Obligor, such case or proceeding shall be consented to or acquiesced in by ACT, such Subsidiary or such Obligor, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided, that ACT, each Subsidiary and each Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or

(e)  take any action authorizing, or in furtherance of, any of the foregoing.

SECTION 8.1.10.  Impairment of Security, etc.  Any Loan Document or any Lien granted thereunder shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Obligor party thereto; any Obligor or any other party shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability; or, except as permitted under any Loan Document; any Lien securing any Obligation shall, in whole or in part, cease to be a perfected first priority Lien (subject to Sections 7.1.8 and 7.1.10, and Permitted Liens); provided, that the foregoing shall only constitute an Event of Default (i) in the case of unenforceability or other impairment of real property collateral as a result of the legal description not adequately or accurately describing the real property subject to a Mortgage, if such

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inadequacies or inaccuracies exist for more than 5% of the Mortgages then in effect or (ii) in the case of Mortgages delivered pursuant to Section 5.1.15 on the Closing Date, if more than 5% of such Mortgages are not accepted for recording in the applicable jurisdictions within 30 days following the Closing Date.

SECTION 8.1.11.  Failure of Subordination.  Unless otherwise waived or consented to by the Administrative Agents, the Lenders and the Issuers in writing, the subordination provisions relating to any Subordinated Debt in excess of C$10,000,000 (the “Subordination Provisions”) shall fail to be enforceable by the Administrative Agents, the Lenders and the Issuers in accordance with the terms thereof, or the monetary Obligations shall fail to constitute “Senior Indebtedness” (or similar term) referring to the Obligations; or ACT or any of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner (i) the effectiveness, validity or enforceability of any of the Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the Administrative Agents, the Lenders and the Issuers or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

SECTION 8.1.12.  Event Of Default Under Material Sale Lease-Back Documents.  An event of default shall occur and be continuing under any Sale Lease-Back Document pursuant to which, under the terms of such Sale Lease-Back Document, an amount in excess of $10,000,000 (or the Canadian Dollar Equivalent thereof) has been, or can be (subject to any applicable grace period), accelerated and become immediately due and payable.

SECTION 8.2.  Action if Bankruptcy.  If any Event of Default described in clauses (a) through (e) of Section 8.1.9 with respect to any Borrower shall occur, the Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of all outstanding Loans and all other Obligations (including Reimbursement Obligations) shall automatically be and become immediately due and payable, without notice or demand to any Person and each Obligor shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings and Canadian BAs.

SECTION 8.3.  Action if Other Event of Default.  If any Event of Default (other than any Event of Default described in clauses (a) through (e) of Section 8.1.9 with respect to any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agents, upon the direction of the Required Lenders, shall by notice to ACT declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate and the Borrowers shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings and Canadian BAs.

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ARTICLE IX
THE ADMINISTRATIVE AGENTS AND THE COLLATERAL AGENT

SECTION 9.1.  Actions.  (a)   Each Canadian Facility Lender and each U.S. Revolving Loan Lender hereby appoints National Bank of Canada as its Canadian Administrative Agent under and for purposes of each Loan Document and each U.S. Term Loan Lender hereby appoints Canadian Imperial Bank of Commerce as its U.S. Administrative Agent under and for purposes of each Loan Document.  Each Lender authorizes the applicable Administrative Agent to act on behalf of such Lender under each Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by any Administrative Agent (with respect to which such Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of such Administrative Agent by the terms hereof and thereof, together with such powers as may be incidental thereto.  Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) its Administrative Agent, pro rata according to such Lender’s proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, any Administrative Agent in any way relating to or arising out of any Loan Document, (including attorneys’ fees), and as to which such Administrative Agent is not reimbursed by the Borrowers; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted from such Administrative Agent’s gross negligence or willful misconduct.  No Administrative Agent shall be required to take any action under any Loan Document, or to prosecute or defend any suit in respect of any Loan Document, unless it is indemnified hereunder to its satisfaction.  If any indemnity in favor of such Administrative Agent shall be or become, in such Administrative Agent’s determination, inadequate, such Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.  Each Administrative Agent is hereby authorized and directed to release collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

(b)  Each Secured Party hereby appoints National Bank of Canada as the Collateral Agent under this Agreement and under each Loan Document, and hereby authorizes the Collateral Agent to take such action on its behalf and to exercise such rights, remedies, powers and privileges under this Agreement and each other Loan Document as are specifically authorized to be exercised by the Collateral Agent by the terms hereof or thereof, together with such rights, remedies, powers and privileges as are reasonably incidental thereto, in each case subject to the terms and conditions hereof and thereof, as the case may be.  The Collateral Agent may appoint a “fondé de pouvoir” under the Québec Security Agreements.  The Collateral Agent may execute any of its duties as agent hereunder by or through agents or employees and shall be entitled to retain experts (including legal counsel) and to act in reliance upon the advice of such experts concerning all matters pertaining to the agencies hereby created and its duties hereunder, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance

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with the advice of such experts selected by it.  The relationship between the Collateral Agent, on the one hand, and each of the Secured Parties, on the other, is that of agent and principal only, and nothing herein shall be deemed to constitute the Collateral Agent a trustee for the Secured Parties or impose on the Collateral Agent any obligations other than those for which express provision is made herein or in any other Loan Document.  Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Collateral Agent, pro rata according to such Lender’s proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Collateral Agent in any way relating to or arising out of any Loan Document, (including attorneys’ fees), and as to which the Collateral Agent is not reimbursed by the Borrowers; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted from the Collateral Agent’s gross negligence or willful misconduct.  The Collateral Agent shall not be required to take any action under any Loan Document, or to prosecute or defend any suit in respect of any Loan Document, unless it is indemnified hereunder to its satisfaction.  If any indemnity in favor of the Collateral Agent shall be or become, in the Collateral Agent’s determination, inadequate, the Collateral Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.  The Collateral Agent is hereby authorized and directed to release collateral that is permitted to be Disposed or released pursuant to the terms of the Loan Documents, in which case the Collateral Agent shall, or shall cause its “fondé de pouvoir” to, execute and deliver all instruments and other documents necessary or advisable (without recourse and without representation or warranty) to release collateral within ten (10) Business Days of ACT’s request, provided that such instruments or other documents may be held in escrow pending a Disposition.

SECTION 9.2.  Funding Reliance, etc.  Unless the applicable Administrative Agent shall have been notified in writing by any Lender by 3:00 p.m., Montréal time, on the Business Day prior to a Borrowing that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, such Administrative Agent may assume that such Lender has made such amount available to such Administrative Agent and, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount.  If and to the extent that such Lender shall not have made such amount available to such Administrative Agent, such Lender and each Borrower severally agrees to repay such Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such Administrative Agent made such amount available to the applicable Borrower to the date such amount is repaid to such Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in the case of the Borrowers) and (in the case of a Lender), at the Federal Funds Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing.

SECTION 9.3.  Exculpation.  No Administrative Agent or any of its directors, officers, employees or

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agents, or the Collateral Agent or any of its directors, officers, employees or agents, shall be liable to any Secured Party for any action taken or omitted to be taken by it under any Loan Document, or in connection therewith, except for its own willful misconduct or gross negligence, nor responsible for any recitals or warranties herein or therein, nor for the effectiveness, enforceability, validity or due execution of any Loan Document, nor for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, nor to make any inquiry respecting the performance by any Obligor of its Obligations.  Any such inquiry which may be made by any Administrative Agent shall not obligate it to make any further inquiry or to take any action.  Each Administrative Agent and the Collateral Agent shall be entitled to rely upon advice of counsel concerning legal matters and upon any notice, consent, certificate, statement or writing which such Administrative Agent or the Collateral Agent believes to be genuine and to have been presented by a proper Person.

SECTION 9.4.  Successor.  (a)   The Canadian Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to ACT, the Canadian Facility Lenders and the U.S. Revolving Loan Lenders.  If the Canadian Administrative Agent at any time shall resign, the Required Lenders may appoint another Canadian Facility Lender or U.S. Revolving Loan Lender reasonably acceptable to ACT as a successor Canadian Administrative Agent which shall thereupon become the Canadian Administrative Agent hereunder.  If no successor Canadian Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Canadian Administrative Agent’s giving notice of resignation, then the retiring Canadian Administrative Agent may, on behalf of the Canadian Facility Lenders and the U.S. Revolving Loan Lenders, appoint a successor Canadian Administrative Agent, which shall be one of the Canadian Facility Lenders or U.S. Revolving Loan Lenders or a commercial banking institution organized under the laws of Canada (or any Province thereof), and having a combined capital and surplus of at least C$250,000,000; provided, that if such retiring Canadian Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Canadian Administrative Agent’s resignation shall nevertheless thereupon become effective and the Canadian Facility Lenders and the U.S. Revolving Loan Lenders shall assume and perform all of the duties of the Canadian Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above.  Upon the acceptance of any appointment as Canadian Administrative Agent hereunder by a successor Canadian Administrative Agent, such successor Canadian Administrative Agent shall be entitled to receive from the retiring Canadian Administrative Agent such documents of transfer and assignment as such successor Canadian Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Canadian Administrative Agent, and the retiring Canadian Administrative Agent shall be discharged from its duties and obligations under the Loan Documents.  After any retiring Canadian Administrative Agent’s resignation hereunder as the Canadian Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Canadian Administrative Agent under the Loan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

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(b)  The U.S. Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to ACT and the U.S. Term Loan Lenders.  If the U.S. Administrative Agent at any time shall resign, the Required Lenders may appoint another U.S. Term Loan Lender reasonably acceptable to ACT as a successor U.S. Administrative Agent which shall thereupon become the U.S. Administrative Agent hereunder.  If no successor U.S. Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring U.S. Administrative Agent’s giving notice of resignation, then the retiring U.S. Administrative Agent may, on behalf of the U.S. Term Loan Lenders, appoint a successor U.S. Administrative Agent, which shall be one of the U.S. Term Loan Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided, that if such retiring U.S. Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring U.S. Administrative Agent’s resignation shall nevertheless thereupon become effective and the U.S. Term Loan Lenders shall assume and perform all of the duties of the U.S. Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above.  Upon the acceptance of any appointment as U.S. Administrative Agent hereunder by a successor U.S. Administrative Agent, such successor U.S. Administrative Agent shall be entitled to receive from the retiring U.S. Administrative Agent such documents of transfer and assignment as such successor U.S. Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring U.S. Administrative Agent, and the retiring U.S. Administrative Agent shall be discharged from its duties and obligations under the Loan Documents.  After any retiring U.S. Administrative Agent’s resignation hereunder as the U.S. Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the U.S. Administrative Agent under the Loan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

(c)  The Collateral Agent may resign as such at any time upon at least 30 days’ prior notice to ACT and the Lenders.  If the Collateral Agent at any time shall resign, the Required Lenders may appoint another Lender acceptable to ACT as a successor Collateral Agent which shall thereupon become the Collateral Agent hereunder.  If no successor Collateral Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent’s giving notice of resignation, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of Canada (or any Province thereof), and having a combined capital and surplus of at least C$250,000,000; provided, that if such retiring Collateral Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above.  Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall be entitled to receive from

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the retiring Collateral Agent such documents of transfer and assignment as such successor Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents.  After any retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under the Loan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

SECTION 9.5.  Loans by National Bank of Canada and Canadian Imperial Bank of Commerce.  Each of National Bank of Canada and Canadian Imperial Bank of Commerce shall have the same rights and powers with respect to (x) the Credit Extensions made by it or any of its Affiliates, and (y) the Notes held by it or any of its Affiliates as any other Lender and may exercise the same as if it were not an Agent.  Each of National Bank of Canada and Canadian Imperial Bank of Commerce and their Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with ACT or any Subsidiary or Affiliate of ACT as if National Bank of Canada and Canadian Imperial Bank of Commerce were not an Agent hereunder.

SECTION 9.6.  Credit Decisions.  Each Lender acknowledges that it has, independently of the Agents and each other Lender, and based on such Lender’s review of the financial information of the Obligors, the Loan Documents (the terms and provisions of which being satisfactory to such Lender) and such other documents, information and investigations as such Lender has deemed appropriate, made its own credit decision to extend its Commitments.  Each Lender also acknowledges that it will, independently of the Agents and each other Lender, and based on such other documents, information and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under the Loan Documents.

SECTION 9.7.  Copies, etc.  Each Administrative Agent shall give prompt notice to each Lender of each notice or request required or permitted to be given to such Administrative Agent by a Borrower pursuant to the terms of the Loan Documents (unless concurrently delivered to the Lenders by a Borrower).  Each Administrative Agent will distribute to each Lender each document or instrument received for its account and copies of all other communications received by such Administrative Agent from the Borrowers for distribution to the Lenders by such Administrative Agent in accordance with the terms of the Loan Documents.

SECTION 9.8.  Reliance by Administrative Agents and Collateral Agent.  Each Administrative Agent and the Collateral Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telecopy, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person, and upon advice and statements of legal counsel, independent accountants and other experts selected by such Administrative Agent or such Collateral Agent.  As to any matters not expressly provided for by the Loan Documents, each Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, thereunder in accordance with instructions given by the Required Lenders or all of the Lenders as is required in

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such circumstance, and such instructions of such Lenders and any action taken or failure to act pursuant thereto shall be binding on all Secured Parties.  For purposes of applying amounts in accordance with this Section, each Administrative Agent and the Collateral Agent shall be entitled to rely upon any Secured Party that has entered into a Rate Protection Agreement with any Obligor for a determination (which such Secured Party agrees to provide or cause to be provided upon request of such Administrative Agent or such Collateral Agent) of the outstanding Obligations owed to such Secured Party under any Rate Protection Agreement.  Unless it has actual knowledge evidenced by way of written notice from any such Secured Party and ACT to the contrary, each Administrative Agent and the Collateral Agent, in acting in such capacity under the Loan Documents, shall be entitled to assume that no Rate Protection Agreements or Obligations in respect thereof are in existence or outstanding between any Secured Party and any Obligor.

SECTION 9.9.  Defaults.  Neither the Administrative Agents nor the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of a Default unless such Administrative Agent or such Collateral Agent has received a written notice from a Lender or ACT specifying such Default and stating that such notice is a “Notice of Default”.  In the event that any Administrative Agent or the Collateral Agent receives such a notice of the occurrence of a Default, such Administrative Agent or such Collateral Agent shall give prompt notice thereof to the Lenders.  Each Administrative Agent and the Collateral Agent shall (subject to Section 11.1) take such action with respect to such Default as shall be directed by the Required Lenders; provided, that unless and until such Administrative Agent or such Collateral Agent shall have received such directions, each Administrative Agent and the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Required Lenders or all Lenders.

SECTION 9.10.  Information to the Canadian Administrative Agent.  Each Issuer and each Swing Line Lender shall promptly provide to the Canadian Administrative Agent information concerning (i) in the case of each such Issuer, Letters of Credit issued by it, and (ii) in the case of each such Swing Line Lender, the Swing Line Loans made by it, the whole as the Canadian Administrative Agent may from time to time request.

ARTICLE X
GUARANTY PROVISIONS

SECTION 10.1.  Borrower Guaranty Provisions.  Each Borrower acknowledges and agrees that, whether or not specifically indicated as such in any Loan Document, all Obligations shall be joint and several Obligations of each individual Borrower, and in furtherance of such joint and several Obligations, each Borrower hereby irrevocably guarantees the payment of all Obligations of each Borrower as set forth below.

SECTION 10.2.  Borrower Guaranty.  Each Borrower hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the full and punctual payment when due,

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whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Obligations (other than, in the case of Depan-Escompte Couche-Tard Inc., those of ACT); provided, that each Borrower shall only be liable under this Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Agreement, as it relates to such Borrower, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount.  This guaranty constitutes a guaranty of payment when due and not of collection, and each Borrower specifically agrees that it shall not be necessary or required that any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against any Obligor or any other Person before or as a condition to the obligations of such Borrower hereunder.

SECTION 10.3.  Guaranty Absolute, etc.  The guaranty agreed to above shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until the Termination Date.  Each Borrower jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of each Loan Document under which such Obligations arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto.  The liability of each Borrower under this Agreement shall be joint and several, absolute, unconditional and irrevocable irrespective of

(a)  any lack of validity, legality or enforceability of any Loan Document;

(b)  the failure of any Secured Party to assert any claim or demand or to enforce any right or remedy against any Obligor or any other Person (including any other guarantor) under the provisions of any Loan Document or otherwise, or   to exercise any right or remedy against any other guarantor (including any Obligor) of, or collateral securing, any Obligations;

(c)  any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligation;

(d)  any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;

(e)  any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;

(f)  any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to or departure from, any other guaranty held by any Secured Party securing any of the Obligations; or

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(g)  any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Obligor, any surety or any guarantor.

SECTION 10.4.  Reinstatement, etc.  Each Borrower agrees that its guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment (in whole or in part) of any of the Obligations is rescinded or must otherwise be restored by any Secured Party, upon the insolvency, bankruptcy or reorganization of any other Borrower, any other Obligor or otherwise, all as though such payment had not been made.

SECTION 10.5.  Waiver, etc.  Each Borrower hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and this Agreement and any requirement that any Secured Party protect, secure, perfect or insure any Lien, or any property subject thereto, or exhaust any right or take any action against any other Obligor or any other Person (including any other guarantor) or entity or any collateral securing the Obligations, as the case may be.

SECTION 10.6.  Postponement of Subrogation, etc.  Each Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall any Borrower seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date.  Any amount paid to any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Collateral Agent for the benefit of the Secured Parties in the exact form received by such Borrower (duly endorsed in favor of the Collateral Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 4.7; provided, that (a) if any Borrower has made payment to the Secured Parties of all or any part of the Obligations; and (b) the Termination Date has occurred; then at such Borrower’s request, the Administrative Agents, (on behalf of the Secured Parties) will, at the expense of such Borrower, execute and deliver to such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Borrower of an interest in the Obligations resulting from such payment.  In furtherance of the foregoing, at all times prior to the Termination Date each Borrower shall refrain from taking any action or commencing any proceeding against the any Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under any Loan Document to any Secured Party.

ARTICLE XI
MISCELLANEOUS PROVISIONS

SECTION 11.1.  Waivers, Amendments, etc.  The provisions of each Loan Document (other than Rate Protection Agreements, Letters of Credit, the Arranger Fee Letter, the Compensation Agreements and each Administrative Agent Fee Letter (which documents may be amended or otherwise modified in accordance with the terms thereof)) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and

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consented to by the Borrowers and the Required Lenders; provided, that no such amendment, modification or waiver shall:

(a)  modify this Section or change or waive any provision of Section 4.8 or Section 2.2  requiring pro rata treatment of the Lenders, or the sharing of payments by all Lenders, in each case without the consent of all Lenders;

(b)  increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);

(c)  extend any date fixed for the payment of principal pursuant to clauses (c) and (d) of Section 3.1.1, reduce the principal amount of or rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender’s Loans, in each case without the consent of such Lender;

(d)  reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the consent of all Lenders;

(e)  increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit;

(f)  except as otherwise expressly provided in a Loan Document, release (i) any Borrower from its Obligations under the Loan Documents or any Guarantor from its obligations under any Loan Document or (ii) all or substantially all of the collateral under the Loan Documents, in each case without the consent of all Lenders;

(g)  (i) amend, modify or waive clause (b) of Section  3.1.1 or (ii) have the effect (either immediately or at some later time) of enabling any Borrower to satisfy a condition precedent to the making of a Revolving Loan or the issuance of a Letter of Credit unless such amendment, modification or waiver shall have been consented to by the Lenders holding a majority of the aggregate amount of the then outstanding Revolving Loan Commitments; or

(h)  affect adversely the interests, rights or obligations of either Administrative Agent (in its capacity as an Administrative Agent), either Swing Line Lender (in its capacity as the Swing Line Lender) or any Issuer (in its capacity as Issuer), unless consented to by such Administrative Agent, such Swing Line Lender or such Issuer, as the case may be.

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No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.  No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances.  No waiver or approval by any Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions.  No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

SECTION 11.2.  Notices; Time.  All notices and other communications provided under each Loan Document shall be in writing (including by facsimile) and addressed, delivered or transmitted, if to ACT, a Borrower, an Administrative Agent, a Lender or Issuer to the applicable Person at its address or facsimile number set forth on Schedule II hereto or set forth in the Lender Assignment Agreement, or at such other address or facsimile number as may be designated by such party in a notice to the other parties (provided, that any notices or communications by any Secured Party to one or more Obligors need only be delivered to ACT to satisfy the requirements of this Section, and each Obligor agrees that notice received by ACT shall be deemed received by each Obligor upon ACT’s receipt).  Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when the confirmation of transmission thereof is received by the transmitter.  Electronic mail and Internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information as provided in Section 7.1.1, and to distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose. The parties hereto agree that delivery of an executed counterpart of a signature page to this Agreement and each other Loan Document by facsimile or other electronic communication shall be effective as delivery of an original executed counterpart of this Agreement or such other Loan Document.  Unless otherwise indicated, all references to the time of a day in a Loan Document shall refer to New York time.

SECTION 11.3.  Payment of Costs and Expenses.  The Borrowers shall pay on demand all reasonable expenses of the Arrangers (including the reasonable fees and out-of-pocket expenses of Mayer, Brown, Rowe & Maw LLP, U.S. counsel to the Arrangers and Fasken Martineau DuMoulin LLP, Canadian counsel to the Arrangers) in connection with

(a)  (i) travel, courier, reproduction, printing, delivery and other out-of-pocket expenses of the Arrangers associated with the syndication of the Obligations and (ii) with the legal due diligence, preparation, execution and delivery, administration, amendment, waiver or modification (including, without limitation, proposed amendments, waivers or modifications) of the Arrangers’ commitment letter to ACT and the other documents related thereto;

(b)  the negotiation, preparation, execution and delivery of each Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and

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(c)  the filing or recording of any Loan Document (including the Filing Statements) and all amendments, supplements, amendment and restatements and other modifications to any thereof, searches made following the Effective Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and

(d)  the preparation and review of the form of any document or instrument relevant to any Loan Document.

Each Borrower further agrees to pay, and to save each Secured Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Document, the Credit Extensions or the issuance of the Notes.  Each Borrower also agrees to reimburse each Agent upon demand for all reasonable out-of-pocket expenses (including the fees and expenses of one U.S. counsel, one Canadian counsel and local counsel (if any) for the Agents) incurred by such Agent in connection with (x) the negotiation of any restructuring or “work-out” with any Obligor, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

SECTION 11.4.  Indemnification.  (a)   In consideration of the execution and delivery of this Agreement by each Lender Party, the Borrowers hereby indemnify, exonerate and hold each Lender Party and each of their respective officers, directors, employees, trustees, advisors and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all actions, claims, causes of action, suits, losses, costs, liabilities, obligations and damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ fees and disbursements of one U.S. counsel and one Canadian counsel for all Lenders (and local counsel, if any), whether incurred in connection with actions between or among the parties hereto or the parties hereto and third parties (collectively, the “Indemnified Liabilities”), but only to the extent incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to the relationship created between the Indemnified Parties and the Obligors under the Loan Documents and

(i)  any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Credit Extension, including all Indemnified Liabilities arising in connection with the Transaction;

(ii)  the entering into and performance of any Loan Document by any of the Indemnified Parties (including any action brought by or on behalf of any Obligor as the result of any determination by the Required Lenders pursuant to Article V not to fund any Credit Extension, provided that any such action is resolved in favor of such Indemnified Party);

(iii)  any untrue statement made by any Obligor or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact necessary in

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order to make a statement not misleading in light of the circumstances under which it was made;

(iv)  any investigation, litigation or proceeding related to any acquisition or proposed acquisition by any Obligor or any Subsidiary thereof of all or any portion of the Capital Securities or assets of any Person in which Credit Extensions are proposed to be used, or used, as a financing source, whether or not an Indemnified Party is party thereto;

(v)  any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by any Obligor or any Subsidiary thereof of any Hazardous Material;

(vi)  the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or releases from, any real property owned or operated by any Obligor or any Subsidiary thereof of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law), regardless of whether caused by, or within the control of, such Obligor or Subsidiary; or

(vii)  each Lender’s Environmental Liability (the indemnification herein shall survive repayment of the Obligations and any transfer of the property of any Obligor or its Subsidiaries by foreclosure or by a deed in lieu of foreclosure for any Lender’s Environmental Liability, regardless of whether caused by, or within the control of, such Obligor or such Subsidiary).

Each Obligor and its successors and assigns hereby waive, release and agree not to make any claim, or bring any cost recovery action against, any Indemnified Party under CERCLA or any state equivalent, or any similar law now existing or hereafter enacted.  It is expressly understood and agreed that to the extent that any Indemnified Party is strictly liable under any Environmental Laws, each Obligor’s obligation to such Indemnified Party under this indemnity shall likewise be based upon strict liability (i.e. without regard to fault on the part of any Obligor with respect to the violation or condition which results in liability of an Indemnified Party).  No Indemnified Party will have any liability (whether direct or indirect, in contract, tort or otherwise) to any Obligor or any Person asserting claims on behalf of an Obligor arising out of or in connection with any transactions contemplated by any Loan Document or the engagement of or performance of services by any Indemnified Party thereunder except to the extent that any damages are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of the Indemnified Party.  If for any reason other than in accordance with the Loan Documents, the foregoing indemnity is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless, then the Borrowers will contribute to the amount paid or payable by an Indemnified Party as a result of such Indemnified Liabilities in such proportion as is appropriate to reflect the relative benefits to the Borrowers and/or their stockholders on the one hand, and the Indemnified Parties on the other hand, in connection with the matters covered by the Loan Documents or, if the foregoing allocation is not permitted by applicable law, not only such relative benefits but also the relative faults of such parties as well as any relevant equitable considerations.  Each Borrower agrees that

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for purposes of this paragraph the relative benefits to such Borrower and/or its stockholders and the Indemnified Parties in connection with the matters covered by the Loan Documents will be deemed to be in the same proportion that the total value paid or received or to be paid or received by such Borrower and/or its stockholders in connection with the transactions contemplated by the Loan Documents, whether or not consummated, bears to the fees paid to the Indemnified Parties under the Loan Documents; provided, that in no event will the total contribution of all Indemnified Parties to all such Indemnified Liabilities exceed the amount of fees actually received and retained by the Indemnified Parties under the Loan Documents (excluding any amounts received by Indemnified Parties as reimbursement of expenses).  Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any alleged conduct relates to information provided by any Obligor or other conduct by any Obligor (or its employees or other agents) on the one hand, or by the Indemnified Parties, on the other hand.

(b)  If a claim is made, or an action, suit or proceeding is instituted, against an Indemnified Party as to which the Obligors may have an indemnification obligation under a Loan Document (each a “Claim”), such Indemnified Party shall notify the Obligors in writing of the Claim; provided that the failure to provide such notice promptly shall not release the Obligors from any of its obligations to indemnify unless (and only to the extent that) such failure shall prevent the Obligors from contesting, or materially and adversely affects the ability of the Obligors to contest such Claim. In addition, upon delivery by the Obligors to such Indemnified Party of a written acknowledgement of the Obligors’ obligations to indemnify such Indemnified Parties in accordance with the terms of this Agreement in respect of such Claim, the Obligors shall be entitled, at their own expense, to participate in, and, to the extent that the Obligors desire, to assume and control the defense thereof through their own counsel (who shall be subject to the reasonable approval of the affected Indemnified Party); provided, however, that if the Obligors are controlling any proceedings, the Obligors shall keep such Indemnified Party fully apprised of the status of such proceedings and shall provide such Indemnified Party with all information with respect to such proceedings as such Indemnified Party shall reasonably request. The Obligors shall indicate their election to assume such defense by written notice to the Indemnified Party within 30 days following receipt of such Indemnified Party’s notice of the Claim. The Obligors shall not be entitled to assume and control (but may, at their own expense, participate in) the defense of any such Claim if and to the extent that:

(i)  in the reasonable opinion of such Indemnified Party acting in good faith, such proceeding involves any risk of imposition of criminal liability on such Indemnified Party or the control of such action, suit or proceeding would involve an actual or potential conflict of interest as between the Indemnified Party and the Obligors, such that it is advisable for such Indemnified Party to be represented by separate counsel; or

(ii)  such proceeding involves Claims not fully indemnified by the Obligors which the Obligors and the Indemnified Party have been unable to sever from the indemnified Claim(s); or

(iii)  there are one or more defenses available to the Indemnified Party that are different from or in addition to those available to the Obligors.

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(c)  Except in the circumstances described in clause (b) of Section 11.4, the Obligors may enter into any settlement or other compromise with respect to any Claim without the prior written consent of the Indemnified Parties, except in the case of a settlement involving an admission of liability of such Indemnified Parties, in which case the prior written consent of the Indemnified Parties shall be obtained. Unless an Event of Default shall have occurred and be continuing, no Indemnified Parties shall enter into any settlement or other compromise with respect to any Claim for which the Obligors have in writing agreed to fully indemnify without the prior written consent of the Obligors, which consent may be withheld by the Obligors acting reasonably. Upon payment in full of any Claim to or on behalf of an Indemnified Parties, the Obligors, without any further action, shall be subrogated in and to all claims, rights and recourses that such Indemnified Parties may have relating thereto (other than claims in respect of insurance policies maintained by such Indemnified Parties at its own expense).

(d)  Notwithstanding the foregoing, the Obligors shall not be obligated to indemnify a particular Indemnified Party for any Indemnified Liabilities to the extent that a court of competent jurisdiction determines in a final judgment that such Indemnified Liabilities resulted from:

(i)  the gross negligence, fraud, wilful misconduct or wilful illegal acts of any such Indemnified Party;

(ii)  the failure on the part of any Indemnified Party to perform any of its material covenants or obligations contained in any Loan Document to which it is a party, or a breach by such Indemnified Party of any material representation or warranty made by such Indemnified Party under the Loan Documents to which it is a party or in any certificate or other document delivered by any Indemnified Party pursuant hereto or in connection with any Loan Document being found to be false or incorrect in any material respect so as to make it materially misleading when made;

(iii)  a Claim of any Lender against any defaulting Lender or any Claim of any Indemnified Party for expenses which such Indemnified Party is obligated to bear hereunder;

(iv)  the failure of any Administrative Agent to distribute, in accordance with the terms of any Loan Document, any amounts received and to be distributed by it thereunder, to the extent the Borrower has satisfied all of its obligations in connection therewith; or

(v)  a Claim of any Administrative Agent arising from the act or process of syndicating or selling interests in respect of any of the Loans or Loan Documents, except to the extent such Claim arises from any information provided or failed to be provided by the Borrower to any Indemnified Party.

(e)  Each Borrower agrees not to enter into any waiver, release or settlement of any legal proceeding (whether or not any Indemnified Party is a formal party to such proceeding) in respect of which indemnification may be sought hereunder, unless such waiver, release or

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settlement (i) includes an unconditional release of each Indemnified Party from all liability arising out of such proceeding and (ii) does not contain any factual or legal admission by or with respect to any Indemnified Party or any adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party.

(f)  The indemnity, reimbursement and contribution obligations of the Borrowers hereunder will be in addition to any liability which the Borrowers may have at common law or otherwise to any Indemnified Party and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrowers or an Indemnified Party.

SECTION 11.5.  Survival.  The obligations of the Borrowers under Sections 4.3, 4.4, 4.5, 4.6, 11.3 and 11.4, and the obligations of the Lenders under Section 9.1, shall in each case survive any assignment from one Lender to another (in the case of Sections 11.3 and 11.4) and the occurrence of the Termination Date.  The representations and warranties made by each Obligor in each Loan Document shall survive the execution and delivery of such Loan Document.

SECTION 11.6.  Severability.  Any provision of any Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of such Loan Document or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 11.7.  Headings.  The various headings of each Loan Document are inserted for convenience only and shall not affect the meaning or interpretation of such Loan Document or any provisions thereof.

SECTION 11.8.  Execution in Counterparts, Effectiveness, etc.  This Agreement may be executed by the parties hereto in several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement.  This Agreement shall become effective when counterparts hereof executed on behalf of each Borrower, each Administrative Agent and each Lender (or notice thereof satisfactory to each Administrative Agent), shall have been received by each Administrative Agent.

SECTION 11.9.  Governing Law; Entire Agreement.  EACH LOAN DOCUMENT (OTHER THAN THE LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).  EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO LAWS OR RULES ARE DESIGNATED, THE INTERNATIONAL STANDBY PRACTICES (ISP98--INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 590 (THE “ISP RULES”)) AND, AS TO MATTERS

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NOT GOVERNED BY THE ISP RULES, THE INTERNAL LAWS OF THE STATE OF NEW YORK.  The Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter thereof and supersede any prior agreements, written or oral, with respect thereto.

SECTION 11.10.  Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, that no Borrower may (unless otherwise provided for in this Agreement) assign or transfer its rights or obligations hereunder without the consent of all Lenders.

SECTION 11.11.  Sale and Transfer of Credit Extensions; Participations in Credit Extensions Notes.  Each Lender may assign, or sell participations in, its Loans, Letters of Credit and Commitments to one or more other Persons in accordance with the terms set forth below.

(a)  Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided, that:

(i)  except in the case of (A) an assignment of the entire remaining amount of the assigning Lender’s Commitments and the Loans at the time owing to it or (B) an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitments (which for this purpose includes Loans outstanding thereunder) or principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Lender Assignment Agreement with respect to such assignment is delivered to the applicable Administrative Agent) shall not be less than C$1,000,000 (in the case of Loans or Commitments of Canadian Facility Lenders) and $1,000,000 (in the case of Loans of U.S. Facility Lenders), unless the Canadian Administrative Agent (in the case of an assignment by a Canadian Facility Lender) or the U.S. Administrative Agent (in the case of an assignment by a U.S. Facility Lender) and, in the event such assignment would result in any increase in the cost of the Loans to the Borrowers, ACT otherwise consents (such consent not to be unreasonably withheld or delayed, provided that any increase in such cost shall be a reason sufficient to withhold such consent);

(ii)  each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and/or the Commitments assigned, except that this clause shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and

(iii)  the parties to each assignment shall execute and deliver to the applicable Administrative Agent a Lender Assignment Agreement, together with a processing and recordation fee of C$3,500 (in the case of an assignment by a Canadian Facility Lender) or $3,500 (in the case of an assignment by a U.S. Facility Lender) and if the Eligible Assignee is not already Lender, administrative

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details information with respect to such Eligible Assignee and applicable tax forms.

(b)  Subject to acceptance and recording thereof by the applicable Administrative Agent pursuant to clause (c), from and after the effective date specified in each Lender Assignment Agreement, (i) the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Lender Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and (ii) the assigning Lender thereunder shall, to the extent of the interest assigned by such Lender Assignment Agreement, subject to Section 11.5, be released from its obligations under this Agreement (and, in the case of a Lender Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto, but shall continue to be entitled to the benefits of any provisions of this Agreement which by their terms survive the termination of this Agreement).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with clauses (a) and (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d).  IF THE CONSENT OF ACT TO AN ASSIGNMENT OR TO AN ELIGIBLE ASSIGNEE IS REQUIRED HEREUNDER (INCLUDING A CONSENT TO AN ASSIGNMENT WHICH DOES NOT MEET THE MINIMUM ASSIGNMENT THRESHOLDS SPECIFIED IN THIS SECTION), ACT SHALL BE DEEMED TO HAVE GIVEN ITS CONSENT TEN BUSINESS DAYS AFTER THE DATE NOTICE THEREOF HAS BEEN DELIVERED BY THE ASSIGNING LENDER (THROUGH THE APPLICABLE ADMINISTRATIVE AGENT OR CLEARPAR, LLC) UNLESS SUCH CONSENT IS EXPRESSLY REFUSED BY ACT PRIOR TO SUCH TENTH BUSINESS DAY.

(c)  The applicable Administrative Agent shall record each assignment made in accordance with this Section in the applicable Register pursuant to Section 2.7.  Each Register shall be available for inspection by ACT and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)  Any Lender may, without the consent of, or notice to, the Borrowers or the Administrative Agents, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitments and/or the Loans owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not,

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without the consent of the Participant, agree to any amendment, modification or waiver with respect to any of the items set forth in clauses (a) through (d) or (f) of Section 11.1, in each case except as otherwise specifically provided in a Loan Document.  Subject to clause (e), each Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.3, 4.4, 4.5, 4.6, 7.1.1, 11.3 and 11.4 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b).  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 4.9 as though it were a Lender, provided such Participant agrees to be subject to Section 4.8 as though it were a Lender.

(e)  A Participant shall not be entitled to receive any greater payment under Sections 4.3, 4.4, 4.5, 4.6, 11.3 and 11.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with ACT’s prior written consent.  A Participant that would be a Non-U.S. Facility Lender if it were a Lender shall not be entitled to the benefits of Section 4.6 unless ACT is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with the requirements set forth in Section 4.6 as though it were a Lender.  In addition, if at the time of the sale of such participation, any greater Taxes subject to payment under Section 4.6 would apply to the Participant than applied to the applicable Lender, then such Participant shall not be entitled to any payment under Section 4.6 with respect to the portion of such Taxes as exceeds the Taxes applicable to the Lender at the time of the sale of the participation unless the Participant’s request for ACT’s prior written consent for the Participation described in the first sentence of this clause states that such greater Taxes would be applicable to such Participant.

(f)  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 11.12.  Other Transactions.  Nothing contained herein shall preclude any Administrative Agent, any Issuer or any other Lender from engaging in any transaction, in addition to those contemplated by the Loan Documents, with ACT or any of its Affiliates in which ACT or such Affiliate is not restricted hereby from engaging with any other Person.

SECTION 11.13.  Forum Selection and Consent to Jurisdiction.  ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENTS, THE LENDERS, ANY ISSUER OR ANY BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED

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HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENTS’ OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT THAT ANY BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

SECTION 11.14.  Service of Process, Appointment of Process Agent.  EACH BORROWER THAT IS NOT ORGANIZED IN THE UNITED STATES (OR A STATE THEREOF) HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEM (THE “PROCESS AGENT”), WITH AN OFFICE ON THE DATE HEREOF AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10016, UNITED STATES, AS ITS AGENT TO RECEIVE, ON ITS BEHALF AND ON BEHALF OF ITS PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY ACTION OR PROCEEDING DESCRIBED IN SECTION 11.13.  SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO SUCH OBLIGOR IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENT’S ABOVE ADDRESS, AND SUCH OBLIGOR HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF.  AS AN ALTERNATIVE METHOD OF SERVICE, EACH BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 11.2.

SECTION 11.15.  Waiver of Jury Trial.  EACH ADMINISTRATIVE AGENT, EACH LENDER, EACH ISSUER AND EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF SUCH ADMINISTRATIVE AGENT, SUCH LENDER, SUCH ISSUER OR SUCH BORROWER IN CONNECTION THEREWITH.  EACH BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN

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DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH ADMINISTRATIVE AGENT, EACH LENDER AND EACH ISSUER ENTERING INTO THE LOAN DOCUMENTS.

SECTION 11.16.  Judgment Currency.If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder, under any Note or under any other Loan Document in another currency into U.S. Dollars or into Canadian Dollars, as the case may be, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, the applicable Secured Party could purchase such other currency with U.S. Dollars in New York City or Canadian Dollars in Montréal, at the close of business on the Business Day immediately preceding the day on which final judgment is given, together with any premiums and costs of exchange payable in connection with such purchase.

SECTION 11.17.  Tax Matters Disclosure.  Notwithstanding anything contained in this Agreement to the contrary, and notwithstanding any other express or implied agreement or understanding to the contrary, each party to this Agreement (and each such party’s respective Affiliates and such party’s and such Affiliates’ employees, representatives or other agents) may disclose to any and all persons without limitation of any kind, the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated by this Agreement and all materials of any kind that are provided to such party (including opinions or other tax analyses) relating to such tax treatment and tax structure; provided, that with respect to any document or similar item that in either case contains information concerning such tax treatment or tax structure of the transactions contemplated by this Agreement as well as other information, this sentence shall only apply to such portions of the document or similar item that are relevant to understanding the purported or claimed United States federal tax treatment or United States federal tax structure of the transactions contemplated by this Agreement

SECTION 11.18.  Patriot Act Notification.   The following notification is provided to the Borrowers pursuant to Section 326 of the Patriot Act:

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT.  To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial services product.  What this means for a Borrower:   When a Borrower opens an account, the Administrative Agents and the Lenders will ask for such Borrower’s name, tax identification number, business address, and other information that will allow the Administrative Agents and the Lenders to identify such Borrower.  The Administrative Agents and the Lenders may also ask to see such Borrower’s legal organization documents or other identifying documents.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

ALIMENTATION COUCHE-TARD INC.
By:	/s/ Richard Fortin
	Title:  Executive Vice-President
Canadian Borrowers:
DEPAN-ESCOMPTE COUCHE-TARD INC.
By:	/s/ Richard Fortin
	Title:  Executive Vice-President
COUCHE-TARD INC.
By:	/s/ Richard Fortin
	Title:  Executive Vice-President
MAC’S CONVENIENCE STORES INC.
By:	/s/ Richard Fortin
	Title:  Executive Vice-President
COUCHE-TARD/MAC’S L.P.
By: 3887961 Canada Inc., its General Partner
By:	/s/ Richard Fortin
	Title:  Vice-President, Finances

U.S. Borrowers:
COUCHE-TARD U.S. L.P.
(formerly known as 9103-4793 Delaware L.P.)
By:	/s/ Richard Fortin
	Title:  Authorized Signatory
COUCHE-TARD FINANCING CORP.
By:	/s/ Richard Fortin
	Title:  Authorized Signatory
MAC’S CONVENIENCE STORES LLC
By:	/s/ Richard Fortin
	Title:  Authorized Signatory

ii

COUNTERPART TO CREDIT AGREEMENT

The undersigned hereby executes this counterpart to the Credit Agreement dated as of December 17, 2003 among Alimentation Couche-Tard Inc., certain of its Canadian and U.S. wholly-owned Subsidiaries, as the Borrowers, the various financial institutions and other Persons from time to time parties thereto, as the Lenders, National Bank of Canada, as the Canadian Administrative Agent and Collateral Agent and Canadian Imperial Bank of Commerce, as the U.S. Administrative Agent, and, as of the date hereof, assumes all of the rights and obligations of a “U.S. Borrower” hereunder.

Date:  December 17, 2003

CIRCLE K STORES INC.
By:	/s/ Dale Pettit
	Title:  Authorized Signatory

iii

NATIONAL BANK OF CANADA,
as the Canadian Administrative Agent, Collateral Agent and Lender
By:	/s/ Gilles Morin
	Title:  Managing Director
By:	/s/ Dominique Parizeau
	Title:  Vice-President
CANADIAN IMPERIAL BANK OF COMMERCE,
as the U.S. Administrative Agent and as Lender
By:	/s/ Douglas Cornett
	Title:  Managing Director
By:	/s/ Geraldine Kerr
	Title:  Executive Director
NATIONAL BANK FINANCIAL,
as an Arranger
By:	/s/ Dominique Parizeau
	Title:  Vice-President
THE BANK OF NOVA SCOTIA
as an Arranger and a Lender
By:	/s/ Brian Evans
	Title:  Managing Director
By:	/s/ Marc Daigneault
	Title:  Director

iv

CIBC WORLD MARKETS CORP.,
as an Arranger
By:	/s/ Douglas Cornett
	Title:  Managing Director
CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC, as a Lender
By:	/s/ Jean-Pierre Jetté
	Title:  Manager
By:	/s/ Diane C. Favreau
	Title:  Vice-President
BANK OF TOKYO-MITSUBISHI (CANADA), as
a Lender
By:	/s/ Amos W. Simpson
	Title:	Senior Vice President and
		General Manager
CAISSE CENTRALE DESJARDINS, as a Lender
By:	/s/ Robert Labelle
	Title:  Senior Manager
By:	/s/ Sylvain Gascon
	Title:  Vice-President

v

BANK OF MONTREAL, as a Lender
By:	/s/ Bruno Jarry
	Title:  Director
By:	/s/ Bruno Lemay
	Title:  Director
BNP PARIBAS (Canada), as a Lender
By:	/s/ Patricia Bentolila
	Title:  Vice-President
By:	/s/ Frank L. Shaw
	Title:  Director
THE TORONTO-DOMINION BANK, as Canadian Lender
By:	/s/ Yves Bergeron
	Title:  Managing Director and Unit Partner
By:	/s/ Serge Cloutier
	Title:  Manager
ROYAL BANK OF CANADA, as a Lender
By:	/s/ Pierre Bouffard
	Title:  Senior Manager, Consumer Products
By:	/s/ Suzanne Kaicher
	Title:  Manager, Consumer Products

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NATIONAL CITY BANK, CANADA BRANCH
as a Lender
By:	/s/ Bill Hines
	Title:  Senior Vice President, Principal Officer
By:	/s/ Kenneth Argue
	Title:  Vice President
RABOBANK NEDERLAND, CANADIAN BRANCH, as a Lender
By:	/s/ Khurram Khan
	Title:  Vice-President, Relationship Manager
By:	/s/ David L. Streeter
	Title:  Vice-President
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch, as a Lender
By:	/s/ David L. Streeter
	Title:  Vice-President

vii

Bank of America National Association, Canada Branch, as a Lender
By:	/s/ Nelson Lam
	Title:  Vice-President
Bank One, NA, Canada Branch, as a Lender
By:	/s/ Jeffrey Coleman
	Title:  Associate Director
Congress Financial Corporation Canada, as a Lender
By:	/s/ Kathleen Reedy
	Title:  Director
UNITED OVERSEAS BANK LIMITED, as a Lender
By:	/s/ Jin Koh
	Title:  General Manager
By:	/s/ Winnie Chew
	Title:  Senior Manager

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ALBERTA TREASURY BRANCHES, as a Lender
By:	/s/ Robert L. Mann
	Title:  Corporate Officer
By:	/s/ Raymond S. Wells
	Title:  Corporate Officer
CANADIAN WESTERN BANK, as a Lender
By:	/s/ Richard Hallson
	Title:  Assistant Vice President
By:	/s/ Malcolm Ogrodnick
	Title:  Manager, Commercial Banking
LAURENTIAN BANK OF CANADA, as a Lender
By:	/s/ Alain Goyette
	Title:  Senior Manager, Corporate Banking
By:	/s/ Michel Gendron
	Title:  Vice President, Corporate Banking
SUMITOMO MITSUI BANKING CORPORATION OF CANADA as a Lender
By:	/s/ Elwood R. Langley
	Title:  Vice President

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NATIONAL BANK OF CANADA New York Branch,
as a Lender
By:	/s/ Vincent Lima
	Title:  Vice President
By:	/s/ Yvon La Plante
	Title:  Vice President & Manager
Scotiabanc Inc., as a Lender
By:	/s/ William Zarrett
	Title:  Managing Director
THE BANK OF TOKYO-MITSUBISHI, LTD.,
NEW YORK BRANCH
By:	/s/ J. William Rhodes
	Title:
BNP Paribas Dublin Branch,
as a Lender
By:	/s/ Deirdre Geoghegan
	Title:  Head of Offshore Group
By:	/s/ Kevin Farnan
	Title:  Manager, Corporate Banking

x

Bank of Montreal, as a Lender
By:	/s/ Bruce Pietka
	Title:  Vice President
Toronto Dominion (Texas), Inc.,
as U.S. Lender
By:	/s/ Warren Finlay
	Title:  President
National City Bank of Indiana,
as a Lender
By:	/s/ James M. Stehlik
	Title:  Vice President
COOPERATIVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL’, NEW YORK BRANCH, as a Lender
By:	/s/ Brett Delfing
	Title:  Executive Director
By:	/s/ Ot Quast
	Title:  Vice President
Bank of America, N.A., as a Lender
By:	/s/ Temple H. Abney
	Title:  Vice-President

xi

Bank One, NA, as a Lender
By:	/s/ Jeffrey Coleman
	Title:  Associate Director
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Kathleen Reedy
	Title:  Director
UNITED OVERSEAS BANK LIMITED, NEW YORK AGENCY, as a Lender
By:	/s/ Kwong Yew Wong
	Title:  Agent & General Manager
By:	/s/ Philip Cheong
	Title:  VP & Deputy General Manager

xii

EX-10.4

Exhibit 10.4

ENVIRONMENTAL LIABILITIES AGREEMENT

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”).

WHEREAS, contemporaneously herewith, the Parties are entering into a Stock Purchase Agreement (the “Stock Purchase Agreement”) dated as of October 3, 2003, for the sale and purchase of all of the outstanding shares of common stock, par value $0.01 per share of The Circle K Corporation (“the Company”);

AND WHEREAS the Parties have agreed to enter into this Agreement in relation to certain environmental and occupational health and safety matters related to the Properties and the Divested Properties;

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the Parties agree as follows:

1.Definitions; Usage.

For purposes of this Agreement, the following terms shall have the following meanings, and such meanings shall be equally applied to both the singular and plural forms of the terms defined.  Unless the context shall otherwise require, terms used and not defined herein but defined or given meaning in the Stock Purchase Agreement shall have the meanings assigned to such terms in the Stock Purchase Agreement and all rules as to usage set forth in Section 14.14 therein shall apply hereto.

“Agency” shall mean any Governmental Body having jurisdiction with respect to any environmental or occupational health or safety matter and shall include any federal, state or local agency or other governmental or regulatory authority with the power to regulate UST Systems or any portion thereof, including the operation of underground storage tanks, or the reporting, assessment and remediation of contamination within the soil matrix or groundwater, and any court of competent jurisdiction.

“Baseline Contamination” shall mean contamination of the soil, surface water, groundwater, land, stream sediments, surface or subsurface strata, ambient air or any other environmental medium on, under, in, about, or from any of the Properties caused by any Covered Substance that is (i) at or from a Property with active remediation or monitoring (or with respect to which remediation or monitoring is planned but has not been commenced) as of the Closing Date or known or identified contamination as of the Closing Date and, in each case, listed on Schedule 1.1 hereto; or (ii) provided, that in either of the following cases, such contamination shall be deemed to be Baseline Contamination only if and to the extent that Parent shall have delivered to Seller written notification specifying with particularity and detail the nature thereof within one hundred eighty (180) days after the Closing Date: contamination (A) identified in any

Identification Documents or (B) deemed to be Baseline Contamination pursuant to Section 3(b)(iii) hereof,

“Baseline Corrective Action” shall mean Corrective Action to address Baseline Contamination.

“Baseline Corrective Action Costs” shall mean the Corrective Action Costs arising out of or related to Baseline Corrective Action.

“Closure” shall mean, with respect to any Baseline Contamination, the satisfaction of either of the following:  (i) receipt of written notice from the Agency with oversight jurisdiction that either no further Corrective Action of such Baseline Contamination is required under Environmental Laws, or each approved plan for all Corrective Action of such Baseline Contamination has been completed in accordance with Environmental Laws; or (ii) in the absence of any indication from the Agency with oversight jurisdiction that any Corrective Action of such Baseline Contamination has not been completed, or that further Corrective Action may be required, delivery by Seller to Parent of a notice: (x) notifying Parent of the expiration of a period of twelve (12) months following two written requests by Seller addressed to the Agency with oversight jurisdiction, requesting a notice fulfilling the requirements of clause (i) above and (y) setting forth Seller’s determination during such 12-month period, based on four (4) successive quarterly monitoring tests by an environmental remediation contractor mutually acceptable to both Parent and Seller, that the Baseline Contamination has been remediated to levels at or below requirements established pursuant to Environmental Laws in effect as of the Closing Date and that no further Corrective Action is required by such Environmental Laws, and (z) accompanied by a certificate of such environmental remediation contractor (which certificate shall state that Parent is entitled to rely thereon).

“Corrective Action” shall mean any activity required to comply with Environmental Laws to investigate, monitor and, if required, abate, clean up, remove, treat, cover or in any other way remediate a Covered Substance.

“Corrective Action Costs” shall mean: (i) costs arising from or related to Corrective Action, including reasonably incurred investigation, monitoring, abatement, cleanup, removal, treatment, cover or other remediation costs, Agency oversight costs and response costs; and (ii) payment of Losses to any Agency or other third party related to Corrective Action; provided, however, that Corrective Action Costs required to be paid by Seller shall not include Superfund Liability related to the Properties.

“Corrective Action Plan” shall mean a plan detailing planned Corrective Action and corresponding estimates of Corrective Action Costs.

“Covered Substance” shall mean any substance or material which is regulated, defined or designated as a “waste”, “hazardous substance”, “hazardous waste”, hazardous chemical”, “toxic substance”, “toxic chemical”, “pollutant”, “contaminant” or “regulated substance” or words of similar import under any Environmental Law or is otherwise regulated under any Environmental Law.  Without limiting the generality of the foregoing, the term “Covered Substance” includes petroleum fraction, any substance containing petroleum or any derivative of petroleum, including any “petroleum” or “petroleum-based substances” and any recoverable free liquid hydrocarbons,

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dissolved hydrocarbon components or absorbed or vapor phase hydrocarbon, in each case regulated by, defined in or required to be remediated  under any Environmental Law and unexploded ordinances, ammunition, military hardware, weaponry or similar materials.

“Divested Properties” shall mean those parcels of real property and other assets located thereon, if any, which Company or any of its Subsidiaries assigned, subleased, transferred, conveyed, surrendered, terminated, and otherwise divested its interests in from time to time prior to the Closing Date.

“Elective Work” shall mean construction, remodelling, demolition or rebuilding work on a Property, including the installation of new tanks and/or lines, by Parent that is not required by Seller or any Agency in connection with Baseline Corrective Action.

“Environmental Laws” shall mean any applicable laws (including the common law and the principles thereof), regulations, rules, policies, procedures, orders or permits or other guidance of an Agency relating to: (i) pollution, protection or cleanup of the environment; (ii) the use, treatment, storage, disposal, handling, manufacturing, transportation, shipment or Release of any Covered Substance; (iii) occupational health or safety; or (iv) UST Systems or UST Funds.

“Environmental Permit” shall mean any approval, registration, authorization, certificate, certificate of occupancy, consent, license, order, permit, variance or other similar authorization of any Agency required by Environmental Laws for the ownership, use or operation of the Properties, the UST Systems or any other assets located on the Properties.

“Event” shall have the meaning specified in Section 7(d) hereof.

“Identification Documents” shall have the meaning specified in Section 4(a)(iv) hereof.

“Indemnified Person” shall have the meaning specified in Section 8(d)(i) hereof.

“Indemnifying Person” shall have the meaning specified in Section 8(d)(i) hereof.

“Independent Consultant” shall have the meaning specified in Section 11 hereof.

“New Contamination” shall mean any contamination, whether or not a Covered Substance is present, of the soil, surface water, groundwater, land, stream sediments, surface or subsurface strata, ambient air or any other environmental medium on, under, in, about, or from any of the Properties which is not Baseline Contamination, including (i) any Release commencing after the Closing Date and (ii) any regulated asbestos-containing materials and lead paint required to be abated or encapsulated under Environmental Laws to the extent such abatement or encapsulization is required as a result of being disturbed or uncovered after the Closing Date as a result of Parent’s Elective Work.

“New Corrective Action” shall mean Corrective Action to address New Contamination.

“New Corrective Action Costs” shall mean the Corrective Action Costs arising out of or related to New Corrective Action.

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“Phase I Environmental Site Assessments and Preliminary Exposure Pathway Assessment Surveys” shall mean the documents listed on Schedule 1.2 hereto.

“Property”, collectively, the “Properties”, shall mean Owned Real Properties and/or Leased Real Properties.  Property and Properties shall not include the Divested Properties.

“Release” shall mean any spilling, leaking, migrating, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment of any Covered Substance, including, without limitation, the abandonment or discarding of barrels, containers and other closed receptacles containing any Covered Substance.

“Remediation Equipment” shall have the meaning specified in Section 6(f) hereof.

“Restriction” shall have the meaning specified in Section 5(a)(iv) hereof.

“Seller’s Obligations” shall have the meaning specified in Section 10 hereof.

“Superfund Liability” shall mean any liability imposed by Environmental Laws arising out of, resulting from, occurring during, or related to the shipment, transfer or disposal of Covered Substances, including to or at any site designated as a “Superfund” site under the Comprehensive Environmental Response, Compensation and Liability Act or sites designated as contaminated or for cleanup or other remediation under state Environmental Laws.

“Tests” shall mean auditing, inspecting, testing or monitoring relating to UST Systems on the Properties, including with respect to gasoline, diesel, propane, waste oil and fuel oil tanks, lines, cathodic protection systems, leak detection, automatic tank gauging (including certification), Stage I and Stage II vapor recovery equipment (including pressure decay, blockage and air-to-liquid testing), containment devices (including hydrostatic testing), monitoring results and site inspections.

“Third Party Claim” shall have the meaning specified in Section 8(d)(i).

“UST Funds” shall have the meaning specified in Section 9(a) hereof.

“UST Systems” shall mean storage tanks, fill holes and fill hole covers and tops, pipelines, vapor lines, pumps, hoses, Stage I and Stage II vapor recovery equipment, containment devices, monitoring equipment, cathodic protection systems and other elements associated with any of the foregoing or other systems used in the operations of and located at the Properties.  The UST Systems and/or their components may be underground, partially underground or aboveground.

2.UST System Testing and Site Inspection.

(a)Seller shall make available to Parent, not later than thirty (30) days before the Closing Date, true, complete and accurate copies of all written results and reports in Seller’s possession from such Tests as are conducted from the date hereof.  If, based on the results of such Tests, Seller has determined that any of the UST Systems do not comply with Environmental Laws, Seller shall provide Parent with written notice

4

specifying in reasonable detail which UST Systems fail to comply and the nature of such non-compliance.

(b)Prior to the Closing Date, Seller shall, at its expense:  continue to conduct, in the ordinary course of business, all Tests and to compile written results and reports thereon as required by Environmental Laws.  Seller shall administer, respond to, comply with and bear all expenses in connection with all Agency orders, notices of noncompliance, notices of violation, administrative consent orders, demand letters and the like pertaining to the operation of or actions and events associated with the UST Systems which occur prior to the Closing Date.  Seller shall deliver to Parent, promptly upon their availability after the Closing Date, true, complete and accurate copies of all written results and reports of any further auditing, investigating, testing or monitoring occurring prior to the Closing Date.  If, based on the results of such Tests, Seller has determined that any of the UST Systems do not comply with Environmental Laws as in effect on the Closing Date, Seller shall notify Parent of the results and reports.

(c)Parent, at Parent’s expense, may, but shall not be obligated to, cause supplemental Tests to be initiated within one hundred twenty (120) days after the Closing Date, using consultants, methodologies and times which are suggested by Parent and approved by Seller, which approval Seller shall not unreasonably withhold or delay.  Upon completion of any such supplemental Tests, Parent shall furnish true, complete and accurate copies of the results and reports of the supplemental Tests to Seller.  Seller may have representatives present for such supplemental Tests and Parent shall reasonably co-operate to facilitate the same.  Upon receipt of the results of supplemental Tests, if applicable, conducted by Parent, Parent shall promptly, but in no event later than one hundred fifty (150) days after the Closing Date, deliver written notification to Seller of any Tests that Parent reasonably believes demonstrate that any UST Systems do not comply with Environmental Laws as in effect on the Closing Date, including without limitation non-tight tanks or lines, non-functional Stage I or Stage II systems, non-tight containment devices, non-functional automatic tank gauging equipment or any other deficiency in UST Systems.  Such written notification shall specify, in reasonable detail, which UST Systems are not in compliance and the nature of such non-compliance,

(d)In the event of any failure of any UST System to comply with Environmental Laws as in effect on the Closing Date, as determined by Tests or by any supplemental Tests pursuant to Sections 2(a)-(c) hereof and identified in a written notice from Seller to Parent or a written notice by Parent to Seller within one hundred fifty (150) days after the Closing Date, Seller shall have the option in its sole discretion to: (A) replace or repair such UST System or the components thereof to the extent necessary so that further Tests (which Seller shall perform thereafter) shall demonstrate compliance of the relevant UST System with Environmental Laws; or (B) remit to Parent, as a post-Closing Date adjustment to the Cash Consideration, an amount equal to the actual cost (including for labor and equipment) of replacement  or repair such UST System or the components thereof to the extent necessary so that further Tests shall demonstrate compliance of the relevant UST System with Environmental Laws, up to a maximum of $150,000 per UST System; provided that Seller may repair only if (i) Seller would repair rather than replace under Seller’s normal policies, practices, and procedures, (ii) such

5

repairs are permitted under Environmental Laws, and (iii) the repair is effected by the manufacturer, the manufacturer’s authorized contractors or Seller’s authorized contractors.  Parent hereby acknowledges and agrees that this Section 2(d) sets forth Seller’s sole and exclusive liability for any failure of any UST System to comply with Environmental Laws as in effect on the Closing Date, and that Parent shall thereafter be solely responsible for and bear all costs for the repair or replacement of any UST System (provided that any related Corrective Action Costs arising from such failure, including Releases of Covered Substances which may or did result therefrom or be connected therewith, shall be governed by the other applicable provisions of this Agreement).

(e)To the extent required by Environmental Laws, Parent, Company or any of Company’s Subsidiaries shall report to the relevant Agency any failure of UST Systems to comply with Environmental Laws as identified by Parent’s supplemental Tests after the Closing Date.

3.Identification of Covered Substances.

(a)Existing Information and Documents.

Parent acknowledges that some of the Properties have been used for the storage and/or sale of Covered Substances, that UST Systems for such Covered Substances are installed at some of the Properties and that consequently there is or may be contamination of soil or groundwater at the Properties consisting of Covered Substances.

(b)Supplemental Environmental Assessment on the Properties.

(i)Parent shall not undertake any supplemental assessment on the Properties on or prior to the Closing Date other than, to the extent reasonable, visual site inspections.

(ii)At any time within 180 days after the Closing Date, Parent may notify Seller in writing of any situation on any Property where the Identification Documents indicate, based on the results of Tests, that a UST System on the Property failed to comply with Environmental Laws.  In such event, if reasonably necessary or desirable to determine if there has been a Release from such UST System, Parent shall have the right to cause an environmental assessment with respect to such Property to be performed.  At least 30 days prior to the Closing Date, (A) Seller shall provide to Parent a list of not less than three independent third-party consultant firms that Parent may use for such environmental assessments, and (B) Parent and Seller shall jointly agree on a template delineating the authorized scope of such environmental assessments.  The cost of the environmental assessment shall be borne by Parent, unless Baseline Contamination requiring Corrective Action is discovered during such assessment, in which case such costs shall be borne by Seller.  The data produced by any

6

such environmental assessment shall be provided concurrently to each of the Parties.  Seller’s and Parent’s representatives shall be allowed to be present when any work is performed by the independent third-party consultant and shall be allowed to take split samples, at their respective expense, should Seller or Parent choose to take any split samples.

(iii)If Parent delivers written notice to Seller within one hundred and eighty (180) days after the Closing Date that an environmental assessment conducted pursuant to Section 3(b)(ii) hereof has revealed contamination of the soil, surface water, groundwater, land, stream sediments, surface or subsurface strata, ambient air or any other environmental medium on, under, in, about, or from any of the Properties caused by any Covered Substance requiring Corrective Action, such contamination shall be deemed Baseline Contamination unless, within thirty (30) days of such notice, Seller submits to Parent written documentation establishing, by a preponderance of the evidence, that the Release or other event causing the Covered Substance to be present first occurred after the Closing Date.If Parent disagrees that Seller has met its burden of proof, Parent shall notify Seller to that effect, and an independent third-party consultant jointly retained by and mutually acceptable to Parent and Seller shall, at Seller’s sole expense, determine within thirty (30) days of such notice whether the contamination shall be deemed to be Baseline Contamination.

(iv)To the extent required by Environmental Laws, Parent, Company or any of Company’s Subsidiariesshall report to the relevant Agency any finding of contamination as a result of any environmental assessmentunder Section 3(b)(ii) hereof.

4.Environmental Representations and Warranties.

(a)Seller represents and warrants to Parent as follows:

(i)Except as set forth on Schedule 4(a)(i) hereto: (A) all material Environmental Permits used in or necessary for the ownership or operation of the Properties have been obtained and are in effect and, where required, applications for renewal thereof were timely filed prior to Closing Date; and (B) Company and each of its Subsidiaries have complied in all material respects with the requirements of Environmental Laws and its Environmental Permits and have filed all material reports and notices required by all Environmental Permits and all Environmental Laws and have maintained all material records and documents in the manner and for the periods required by such Environmental Permits and Environmental Laws.

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(ii)Except as set forth on Schedule 4(a)(ii) hereto: (A) neither Seller nor Company or any of Company’s Subsidiaries has received notice of any judgment, order or decree of any Agency or under any Environmental Law or notice of any Superfund Liabilities relating to any of the Properties; and (B) there is no claim, action, suit or proceeding pending or, to the best of the knowledge of Seller, threatened by or before any third party, including any Agency, against Company or any of Company’s Subsidiaries, relating to any Release or other environmental condition, including any Superfund Liabilities.

(iii)Except as set forth on Schedules 1.1 and 1.2 hereto: (A) to the best of the knowledge of Seller, there has been no Release that requires Corrective Action on, under, in about or from any of the Properties; (B) there is no Corrective Action underway at any of the Properties.

(iv)Seller has provided Parent with access to true and correct copies of all documents, data, records and information in any form or media, including the Phase I Environmental Site Assessments and Preliminary Exposure Pathway Assessment Surveys and all compliance documents, data, records and information (including with respect to statistical inventory reconciliations, tank tightness tests, line integrity tests and automatic tank gauging tests) existing and in the possession or under the control of or which with commercially reasonable efforts could be in the possession or under the control of Seller or any of its Affiliates, or any of their respective consultants or contractors, relating to Releases or the presence of Covered Substances in soil, surface water, groundwater, land, stream sediments, surface or subsurface strata, ambient air or any other environmental medium on, under, in, about, or from any of the Properties (collectively, the “Identification Documents”).

(b)Except for the representations and warranties contained in this Section 4, none of Seller, any of its Affiliates, their respective officers, directors, employees, agents, representatives, or any other Person, has made, makes or shall be deemed to have made or to make any representation or warranty to Purchaser or Parent, express or implied, at law or in equity, on behalf of Seller or any of its Affiliates, regarding the Company, compliance with Environmental Laws, Releases, or otherwise.  Except for the representations and warranties contained in Section 4 of this Agreement, Seller hereby disclaims, and neither Purchaser nor Parent may rely on, any such representation or warranty whether by Seller, any of its Affiliates, any of their respective officers, directors, employees, agents, representatives or any other Person, notwithstanding the delivery or disclosure (whether in writing or orally) to Purchaser or Parent or any of their officers, directors, employees, agents or representatives or any other Person of any information, documents or material, including, without limitation, projections, estimates

8

or budgets, by Seller, any of its Affiliates, any of their respective officers, directors, employees, agents, representatives or any other Person.

(c)Parent hereby acknowledges and agrees to the limitations on the representations and warranties it is receiving and on which it is relying as specified in clause (b) of this Section 4.

5.Conduct Of Corrective Action.

(a)Conduct of Baseline Corrective Action.

(i)After the Closing Date and until Closure, Seller shall undertake Baseline Corrective Action and shall be responsible for Corrective Action Costs, subject to Section 5(c) hereof, provided, however, that the cost of removing and handling soil and groundwater to the extent increased as a result of Elective Work shall be borne by Parent pursuant to Section 7(e) hereof.

(ii)During its conduct of Baseline Corrective Action, Seller shall (i) comply in all material respects with all laws and regulations, including Environmental Laws and health and safety requirements, applicable to such Corrective Action and (ii) be responsible for any related reporting and notification in compliance with the requirements of Environmental Laws.

(iii)Seller shall conduct all negotiations with the relevant Agency with respect to such Baseline Corrective Action; provided, however, that Parent may attend, but not actively participate in, any such negotiations.  Parent acknowledges that Seller shall have the lead responsibility for setting policy, establishing direction and conducting negotiations with the Agency relating to Baseline Corrective Action, and that Parent shall neither intentionally contact nor negotiate with the Agency independently of Seller in connection with Baseline Corrective Action.  Seller shall promptly provide Parent with copies of all communications, correspondence and other documents it receives from or supplies to the Agency relating to Baseline Corrective Action.

(iv)Seller shall conduct Baseline Corrective Action: (A) to the levels required by Environmental Laws using any approved methodology (including risk-based closure); (B) in such a way as to reasonably accommodate Parent’s use and minimize interference with the business operations, whether current or planned, of Parent, Company and Company’s Subsidiaries, provided that any such planned business operations do not require more stringent cleanup standards than those required by the applicable Agency; and (C) subject to requirements imposed by the Agency with oversight

9

jurisdiction.  If the Agency with oversight jurisdiction determines that less stringent cleanup levels are appropriate for the Property on the condition that such site is subject to a deed notice, use restriction or other covenant running with the title to the land (“Restriction”), Seller may request Parent to accept such Restriction if it does not interfere with the Property’s then current use, and Parent shall not unreasonably withhold its acceptance thereof.

(v)Seller shall be deemed to be the generator of all waste caused by or originating from all Baseline Corrective Action and shall sign all manifests required for transportation and disposal of any such waste and contaminated soil or groundwater.

(vi)Seller makes no representation or warranty regarding the length of time required for Seller to complete Baseline Corrective Action, provided that Seller shall pursue the same diligently and in a good and workmanlike manner and otherwise in compliance with this Agreement.

(b)Conduct of New Corrective Action.

(i)After the Closing Date, Parent shall undertake New Corrective Action and shall be responsible for New Corrective Action Costs.

(ii)During its conduct of New Corrective Action, Parent shall be responsible for related reporting and notification in compliance with the requirements of Environmental Laws.

(iii)Parent shall provide, upon any reasonable request by Seller, any information materially relevant to Seller in respect of New Corrective Action relating to all Properties which are the subject of Baseline Corrective Action.  Seller shall keep such information received from Parent confidential except as required by law.

(iv)Parent shall conduct all negotiations with the relevant Agency with respect to New Corrective Action.  Seller acknowledges that Parent shall have responsibility for setting policy, establishing direction and conducting negotiations with the Agency relating to New Corrective Action, and Seller shall neither intentionally contact nor negotiate with the Agency independently of Parent in connection with such New Corrective Action.

(c)New Findings During Baseline Corrective Action.

(i)In the event that, during Baseline Corrective Action, a Party discovers soil or groundwater contamination caused by a Covered Substance not previously identified, such Party shall provide

10

written notice to the other Party within thirty (30) days and each Party shall provide the other Party with all evidence relevant to such contamination within fifteen (15) days of receipt of such notice.  Such contamination shall be deemed New Contamination unless, within thirty (30) days of such notice, Parent submits to Seller written documentation establishing, by a preponderance of the evidence, that the Release or contamination caused by a Covered Substance is Baseline Contamination for which Parent provided timely notice within one hundred eighty (180) days after the Closing Date.If Seller disagrees that Parent has met its burden of proof, Seller shall notify Parent, and an independent third party consultant jointly retained by and mutually acceptable to Parent and Seller shall, at Parent’s sole expense, determine within thirty (30) days of such notice whether such contamination shall be deemed to be Baseline Contamination or New Contamination.

(ii)Upon Seller’s notice to Parent of its determination that any New Contamination will make Baseline Corrective Action at a Property significantly more expensive, Seller and Parent shall negotiate in good faith to agree to a cost allocation (in the form of a fractional cost percentage attributable to each of them) to be applied to further Baseline Corrective Action Costs.  If Seller and Parent are unable to agree upon such cost allocation within thirty (30) days after Seller’s notice, an independent third party consultant jointly retained by and mutually acceptable to Parent and Seller shall, at Parent’s sole expense, assess the effect of such New Contamination on the environmental condition of the Property.  Such assessment shall include a review of the Baseline Corrective Action performed to date and its best estimate of the remaining cost to complete the Baseline Corrective Action absent the New Contamination.  In addition, the consultant shall provide its best estimate of the cost of the additional Corrective Action that will be required due to the New Contamination.  Parent and Seller agree to fully cooperate with the consultant and to be bound by the consultant’s determination of the relevant cost allocation with respect to such Corrective Action.  On the basis of the mutually agreed upon or the consultant’s determined cost allocation, from the time of the discovery of the New Contamination until satisfaction of Seller’s responsibility for Baseline Corrective Action Costs, Seller’s responsibility for Baseline Corrective Action Costs shall be reduced as follows, and the portion of such costs which are the reduction for Seller shall instead become the responsibility of Parent:

Parent’s share of Baseline Corrective Action Costs relating to New Contamination shall be determined by dividing the estimated cost to complete the Baseline Corrective Action prior

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to New Contamination by the estimated cost to complete Corrective Action after the New Contamination and subtracting the quotient from one.  As an example, if the estimated cost to complete Baseline Corrective Action prior to New Contamination is $100,000 (calculated at the time the New Contamination is discovered) and the estimated cost to complete Baseline Corrective Action after New Contamination is $150,000, then Parent’s fractional cost equals: 1 - (100,000 divided by 150,000), or 1 - .667, which results in Parent paying one-third (.333) of Baseline Corrective Action costs incurred after the New Contamination is discovered.

(iii)Parent shall reimburse Seller for Parent’s share (if any) of Baseline Corrective Action Costs pursuant to Section 5(c)(ii) hereof within thirty (30) days of Parent’s receipt of a detailed invoice, or within such time Parent shall notify Seller in writing of disputed invoice amounts and withhold payment of those disputed amounts.  Only disputed amounts may be withheld.  If the Parties are unable to resolve the disputed amounts within a reasonable time, the dispute may be submitted for dispute resolution in accordance with Section 11 hereof.

(iv)If Parent’s fractional portion of Baseline Corrective Action Costs with respect to a particular Property due to New Contamination as calculated pursuant to Section 5(c)(ii) hereof should exceed fifty percent (50%), Parent shall have the right to, and shall upon request by Seller, take over the conduct of and shall assume the ongoing Baseline Corrective Action at the Property, with the costs of such Corrective Action continuing to be shared between the Parties as set forth in Section 5(c)(ii) hereof.  If Parent takes over conduct of any Baseline Corrective Action, (A) Parent shall assume the obligations of Seller relating to Baseline Corrective Action specified in Section 5(a) hereof, and (B) the reimbursement mechanisms Section 5(c)(iii) hereof shall be applied in reverse.

6.Access.

(a)Upon reasonable notice, Parent shall cause Company and its Subsidiaries to permit access to and entry upon the Properties by Seller (including all employees, agents and independent contractors of Seller) and to access any environmental records or documents as necessary: (i) to conduct Baseline Corrective Action; and (ii) to the extent relevant to Baseline Corrective Action, to observe and monitor any audit or inspection conducted by any Agency (in which case Parent shall use commercially reasonable efforts to provide at least 24 hours advance notice to Seller except in the case of unannounced Agency audits or inspections).  Parent shall also fully cooperate with Seller’s fulfillment of its duties and obligations hereunder by providing Seller with such

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records and documents that are in Parent’s possession as Seller may reasonably need to conduct Corrective Action at any of the Divested Properties.

(b)Seller shall provide Parent with at least ten (10)Business Days notice prior to commencement of any drilling, construction, or equipment installation, and any other activity that may disrupt business operations at any of the Properties.  If Parent desires to reschedule the commencement thereof, it shall so notify Seller at least five (5) Business Days prior to the time for which access has been requested, and Seller shall reschedule the activity to a reasonable mutually convenient time in order to minimize the disruption to Parent’s operations.

(c)Seller shall obtain and maintain, and cause its employees, agents and independent contractors to obtain and maintain, all necessary permits, utility markings, notifications, licenses or certifications for itself and its contractors and other agents required in the course of its access to the Properties to conduct Baseline Corrective Action.

(d)During their access to the Properties to conduct Baseline Corrective Action, Seller shall, and shall cause its employees, agents and independent contractors to (i) act in a safe and commercially reasonable manner, (ii) take steps reasonably necessary to prevent injury to persons or damage to property, and (iii) comply with the reasonable requirements of Parent, Company and Company’s Subsidiaries in connection with such access, including as to security, confidentiality, insurance, health and safety compliance and damage repair and restoration.

(e)Within a reasonable period of time after completion of Baseline Corrective Action, Seller shall restore the Properties as necessary to address any conditions substantially caused by Seller’s conduct of Baseline Corrective Action.

(f)In the event that Parent or its employees or agents, or any lessees or occupants of any Property, cause damage after Closing to any monitoring well and/or associated piping, testing or remediation equipment or to any other property or equipment being used after Closing by Seller in connection with Baseline Corrective Action (“Remediation Equipment”), Parent shall reimburse Seller for any out-of-pocket costs, expenses or losses in excess of (US) one thousand dollars (US $1,000), but no claim for special, exemplary, consequential or indirect damages or for lost profit shall be asserted by Seller in connection therewith against Parent.  Notwithstanding the foregoing, Seller shall have the right to pursue such damage claims against any independent contractor of Parent who after Closing causes damage to any Remediation Equipment.  All Remediation Equipment owned by Seller shall remain the property of Seller and may be removed upon completion of Baseline Corrective Action at any Property.

(g)Except as provided herein, Parent shall not interfere with the rights of Seller or its employees, agents or independent contractors to access or enter the Properties to conduct Baseline Corrective Action.

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7.Parent’s Responsibilities During Baseline Corrective Action.

During the course of Baseline Corrective Action at any Property, Parent shall undertake the following, but solely with respect to that Property:

(a)Reporting to Seller.  Parent shall promptly provide Seller with: (i) copies of all communications, correspondence and other documents it receives from or supplies to the Agency relating to the Baseline Corrective Action; (ii) all preliminary or final results of Tests and certification of distribution and storage systems at that Property (including all failures, inconclusive or passing results) conducted by Parent and available to Parent; and (iii) upon Parent’s acquiring knowledge thereof, notice of any Release of any Covered Substance.

(b)Requested Testing or Certification.  At the reasonable request of Seller, in the event of a Release or the discovery of soil or groundwater contamination caused by a Covered Substance and not previously identified, Parent shall conduct, at Seller’s expense, Tests, audits, inspections or certifications of any component of any distribution, storage or monitoring systems at the Property within fifteen (15) days of the request.  Parent shall furnish the results of such Tests, audits, inspections or certifications to Seller within fifteen (15) days of receipt of the results.  Seller may have representatives present for such Tests, audits, inspections or certifications.

(c)Compliance with Environmental Laws.  Parent shall report any Release or contamination of soil or groundwater at the Property to the Agency as required under Environmental Laws and submit and retain inventory, maintenance and other compliance records for the Property as required under Environmental Laws.  Parent shall become the responsible party under Environmental Laws for any New Contamination, whether reported to the Agency by Parent or not, unless such contamination is caused by Seller during Baseline Corrective Action.

(d)Future Lease Expiration/Termination or Sale of Property (if Applicable).  Parent shall give written notice to Seller: (i) thirty (30) days in advance of expiration or early termination by Parent of a lease for any portion of the Properties upon which Baseline Corrective Action is being conducted; provided, however, that if such lease expiration is the result of Parent’s decision not to exercise any extension or renewal option provided for in such lease, Parent shall give Seller at least sixty (60) days’ notice of such election to not extend or renew the lease; and (ii) thirty (30) days in advance of any pending sale of any of the Properties upon which Baseline Corrective Action is being conducted (such termination, expiration or sale being referred to below as an “Event”).  In such event, if there is an ongoing obligation to continue to conduct Baseline Corrective Action, Parent shall either arrange for continued access to the Property or Seller shall, at Seller’s sole election, make a lump sum payment to Parent equal to the net present value of the Baseline Corrective Action Cost with

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respect to such Property after the Event in satisfaction of such obligation, calculated in the manner set out in Schedule 7(d)(i) to this Agreement, and Parent shall execute and deliver to Seller a written release in the form of Schedule 7(d)(ii) to this Agreement.

(e)Elective Work.  Prior to its commencement, Parent shall notify Seller of the design and location of any Elective Work reasonably anticipated to impact Baseline Corrective Action.  Parent shall pay all increased Baseline Corrective Action Costs reasonably incurred by Seller to redesign or relocate Remediation Equipment to accommodate the Elective Work.  If Parent encounters and excavates or removes contaminated soil or groundwater on any of the Properties while conducting Elective Work, Parent shall solely bear the costs of removing, recycling or disposing of the contaminated soil and groundwater, and of needed clean fill, unless such contaminated soil or groundwater would need to be removed, recycled or disposed of or otherwise treated as part of Baseline Corrective Action.  Parent shall be deemed to be the generator of all waste caused by or originating from such Elective Work unless the waste would have been produced as a result of Baseline Corrective Action as approved by the Agency, and Parent shall sign all manifests required for transportation and disposal of any such waste and contaminated soil or groundwater.  Parent shall pay the cost of clean fill required for any excavation caused by Elective Work on any of the Properties unless such contaminated soil or groundwater would have been required to be removed, recycled or disposed of as a result of Baseline Corrective Action.

8.Indemnification Obligations.

(a)Seller’s Indemnification.

Subject to the express provisions of this Section 8, Seller shall indemnify, defend and hold harmless Parent from and against all Losses incurred or suffered by Parent, but only to the extent attributable to:

(i)any inaccuracy as of the Closing Date of any representation or warranty made by Seller in Section 4(a) of this Agreement, provided that Seller’s liability for any inaccuracy in any material respect of its representation and warranty made in Section 4(a)(iv) hereof shall be limited to treating as Identification Documents any information would have been Identification Documents had there been no such inaccuracy;

(ii)any breach of any covenant made by Seller in this Agreement;

(iii)Superfund Liability of the Company and its Affiliates or relating to the Properties or the Divested Properties, to the extent attributable to activities or operations prior to the Closing Date; and

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(iv)any liabilities of Seller, the Company or any of their respective Affiliates arising under Environmental Laws and relating to the Divested Properties.

(b)Parent’s Indemnification.

Subject to the express provisions of this Section 8, Parent shall indemnify, defend and hold harmless Seller from and against all Losses incurred or suffered by Seller, but only to the extent attributable to:

(i)any inaccuracy in any material respect as of the Closing Date of any representation or warranty made by Parent in Section 4(b) of this Agreement;

(ii)any breach of any covenant made by Parent in this Agreement;

(iii)Superfund Liability of the Company or relating to the Properties, to the extent attributable to activities or operations from and after the Closing Date;

(iv)New Contamination;

(v)Parent’s failure from and after the Closing Date to comply with Environmental Laws applicable to the Properties or the use and operation thereof; and

(vi)regulated asbestos-containing materials and lead paint required to be abated or encapsulated under Environmental Laws, to the extent such abatement or encapsulation is required as a result of Parent’s Elective Work.

(c)Survival.

Notwithstanding anything herein to the contrary, neither Party shall be obligated to make indemnification payments under this Agreement with respect to Losses attributable to inaccuracies of representations or warranties unless the Indemnified Person shall have delivered to the Indemnifying Person written notification, specifying with particularity and detail the nature of such inaccuracy, on or before the date that is 12 months after the Closing Date.

(d)Procedures for Indemnification.

(i)If any suit, action, proceeding, investigation, claim or demand shall be brought or asserted by any third person (including, without limitation, any Governmental Body) (a “Third Party Claim”) against any Person in respect of which indemnity may be sought pursuant to Section 8(a) or Section 8(b), such person (the “Indemnified Person”) shall notify the Person against whom such indemnity may be sought (the “Indemnifying Person”) in writing in reasonable detail of the Third Party Claim within 30 days after receipt by such Indemnified Person of formal notice of such Third Party Claim, and, thereafter, such Indemnified Person shall promptly forward to the Indemnifying Person a copy of all notices and documents (including court papers) received by the Indemnified Person pursuant to the Third Party Claim; provided, however, that the failure to give such notification within 30 days after such receipt of formal notice and the failure to forward a copy of such notices and documents shall not affect the obligations of the Indemnifying Person or the rights of the Indemnified Person except to the

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extent the Indemnifying Person has actually been prejudiced in a material way as a result of such failure.  Upon the receipt by the Indemnifying Person of notice of a Third Party Claim, the Indemnifying Person may electto assume the defense of such Third Party Claim by promptly delivering a notice to the Indemnified Person of the assumption of such defense and to retain defense counsel to represent the Indemnified Person.  Any election made by an Indemnifying Person to assume the defense of a Third Party Claim shall not be deemed an acknowledgement that such Third Party Claim is subject to indemnification under this Section 8.  If the Indemnifying Person so elects to assume the defense of a Third Party Claim, then (i) the Indemnified Person may participate in such defense and employ counsel, at such Indemnified Person’s expense, separate from the reasonably acceptable counsel employed by the Indemnifying Person, but the Indemnifying Person shall control such defense and shall not be liable to such Indemnified Person for the fees and expenses of the separate counsel retained by such Indemnified Person, and (ii) the Indemnified Person and any other Indemnified Persons will cooperate with the Indemnifying Person in such defense, including by providing, upon the reasonable request of the Indemnifying Person, books, records, contractual agreements, maintenance histories and all other reasonably necessary items (including the computer systems housing such information) and by making available employees on a mutually convenient basis.  The Indemnifying Person shall not be liable for any settlement of any Third Party Claim effected without its prior written consent.  No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened Third Party Claim in respect of which such Indemnified Person is or could have been a party, or is or could have been subject, and in respect of which indemnity is or could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all Losses related to the subject matter of such pending or threatened Third Party Claim.  The Indemnifying Party shall, at any time, be entitled to elect to no longer defend a Third Party Claim; provided, that the Indemnifying Person shall reasonably assist in transitioning the defense of such Third Party Claim back to the Indemnified Person and that the Indemnifying Person shall not be entitled to make a claim for reimbursement of expenses incurred in connection with its assumption of the defense of such Third Party Claim.

(ii)In the event any Indemnified Person should have a claim against the Indemnifying Person under this Section 8 that does not involve a Third Party Claim being asserted against such Indemnified Person, the Indemnified Person shall deliver written notice of such claim, specifying with particularity and detail the nature of such claim, with reasonable promptness to the Indemnifying Party.  The failure by the Indemnified Person to deliver such notification shall not relieve the Indemnifying Person from any liability which it may have to such Indemnified Person under this Section 8, except to the extent the Indemnifying Person has actually been prejudiced in a material way by such failure.  If the Indemnifying Person objects to such claim in a timely manner, the Indemnified Person and the Indemnifying Person shall proceed in good faith to resolve such dispute and, upon the failure to resolve such dispute, the parties may pursue remedies in accordance with Section 11.

(e)Assignment of Rights.  To the extent not transferred by the Company to Seller prior to Closing or by Seller to the Company prior to Closing, as applicable, Parent agrees to assign to Seller, and Seller agrees to assign to Parent, all rights (whether such rights arise from insurance, contract, statute or otherwise) that Parent or Seller may have relating to the liabilities for which Seller, pursuant to Section 8(a), or Parent, pursuant to Section 8(b), as applicable, has

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indemnified, is in the process of indemnifying or has expressly committed to indemnify Parent or Seller, as applicable, whether such rights arise prior to or following the Closing.  Following the Closing, the Parties shall cooperate in the enforcement of any such rights, including by making available books, records, contractual agreements, maintenance histories and all other reasonably necessary items (including the computer systems housing such information) and by making available employees on a mutually convenient basis.  The Parties shall promptly transfer upon receipt any funds received in connection with such rights.

(f)Insurance and Taxes.

The amount that any person shall be obligated to pay pursuant to this Section 8 with respect to any Loss (i) shall be reduced by the Tax benefit actually realized, and by any insurance proceeds received by the indemnified Person as a result of any such Loss and (ii) shall include the payment of such amount, if any, as shall be necessary to hold any indemnified Person harmless on an after-tax basis from all Taxes required to be paid by such indemnified Person with respect to such amount.

(g)UST Systems and Baseline Contamination.

Seller’s obligations with respect to UST Systems and Baseline Contamination shall be covered solely by Sections 2 and 9 and Sections 5 and 6, respectively, and shall not be subject to indemnification under this Section 8.  Parent’s obligation with respect to Baseline Corrective Action Costs, if any, shall be covered solely by Section 5 hereto and shall not subject to indemnification under the Section 8.

(h)Remedies Exclusive.

Except as otherwise provided herein, the remedies provided in this Section 8 shall be exclusive and shall preclude assertion by an Indemnified Person of any other rights or the seeking of any and all other remedies against an Indemnifying Person for claims based on this Agreement or arising from the environmental condition of the Properties and the UST Systems.

9.UST Funds.

(a)Reimbursement claims have been and will continue to be submitted to federal, state and local government funds for the reimbursement of Corrective Action Costs relating to UST Systems on the Properties, including Corrective Action Costs resulting from leaking underground storage tanks, as applicable (such funds being herein referred to as the “UST Funds”).

(b)Seller shall have the right to any reimbursement amount from an UST Fund or any other source as a result of Corrective Action Costs incurred by Seller except to the extent such Corrective Action Costs are reimbursed by Parent.  Parent shall have the right to any reimbursement amount from an UST Fund or any other source as a result of Corrective Action Costs incurred by Parent except to the extent such Corrective Action Costs are reimbursed by Seller.

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(c)Subject to Section 9(d), each Party shall have the right to pursue, control, settle, waive or release reimbursement claims from UST Funds relating to Corrective Action Costs incurred by that Party, except to the extent such Corrective Action Costs are reimbursed by the other Party.  To the fullest extent permissible by applicable law, Parent execute and deliver, or cause to be executed and delivered, for filing with the administrator of any such UST Funds, all such documents as may be necessary or desirable to assign to Seller any of Parent’s rights to reimbursement of such Corrective Action Costs incurred by Seller, except to the extent such Corrective Action Costs are reimbursed by Parent.

(d)Parent and Seller shall cooperate with each other in the submission and pursuit of their respective reimbursement claims.  If the UST Fund permits only the Party conducting the Corrective Action, or only the registered owner of the applicable UST System, to submit and pursue reimbursement claims for Corrective Action Costs, the Party conducting the Corrective Action or owning the applicable UST System, as applicable, shall complete the submission and pursuit of such reimbursement claims on behalf of the Party incurring the Corrective Action Costs.  Upon receipt of reimbursement credits from UST Funds, each Party shall refund to the other Party such other Party’s share of the credit as contemplated by Section 9(b).  Parent and Seller shall pay their respective costs associated with the submission and pursuit of any reimbursement claim (except to the extent that such costs are subject to indemnification by the other Party pursuant to Section 5 hereof).

(e)In its use and operation of the Properties, Parent shall take all commercially reasonable actions necessary or desirable to ensure that each Property qualifies or continues to qualify for reimbursement from the UST Funds, if any, with respect to Baseline Corrective Action.  Parent shall promptly reimburse Seller for the amount by which any reimbursement claim to the UST Funds for Corrective Action Costs incurred by Seller (and not reimbursed by Parent) is reduced or denied because of Parent’s failure to maintain qualification of the Property for the UST Funds.

10.Parent’s Release; Remedies Exclusive.

In consideration of the covenants and agreements of Seller set forth in this Agreement, including its remediation and indemnification obligations as provided for herein (“Seller’s Obligations”), Parent hereby:

(i)  fully and irrevocably discharges and releases Seller, its Affiliates, and each of the foregoing Persons’ current and former directors, representatives, officers, employees and agents (the “Releasees”) from and against all claims, causes of action, liabilities and obligations (including claims under the Comprehensive Environmental Response Compensation and Liability Act of 1980 as amended, (CERCLA) and the Resource Conservation and Recovery Act of 1976, as amended (RCRA) and other Environmental Laws) related to the injury, death, destruction, loss or damage to the person or property of Parent, its Affiliates, and each of the foregoing Persons current and former directors, representatives, officers, employees and agents arising out of the environmental condition

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of the Properties and the UST Systems, including the existence of Baseline Contamination or New Contamination on, under or originating from the Properties;

(ii)  agrees not to bring any claim against any Releasee related to the environmental condition of the Properties and the UST Systems,

provided that the foregoing discharge and release shall not apply to (x) Seller’s failure to fulfill, in any material respect, Seller’s Obligations; and (y) claims by any third parties and any Agencies relating to Baseline Contamination.

11.Dispute Resolution.

Except as provided in Sections 3(b)(ii), 3(b)(iii), 5(c)(i) and 5(c)(ii) and Schedule 5(d)(i), any disputed claim or demand between the Parent and the Seller (the “Parties”) arising out of or relating to this Agreement shall be resolved in accordance with and subject to the procedures and limitations of this Section 11.  If a dispute arises between the Parties and that dispute is not resolved within a reasonable period of time, either Party may notify the other in writing that the dispute is to be submitted to arbitration.  Such arbitration shall be held in the Borough of Manhattan, New York City, New York.  The Parties shall jointly select an environmental consultant, engineer or other professional reasonably qualified (including at least seven (7) years experience in the appropriate environmental field) to arbitrate such dispute (“Independent Consultant”).  The Parties shall each bear their respective legal fees and costs and one-half of the cost of the Independent Consultant.  If the Parties cannot agree on the Independent Consultant within sixty (60) days, either Party may apply to the American Arbitration Association for the appointment of the Independent Consultant.  The Independent Consultant shall establish an expedited procedure for hearing and resolving the dispute.  Unless the Parties agree otherwise, the Independent Consultant shall, no more than sixty (60) days after the Independent Consultant is retained, render a decision resolving the dispute with a written opinion stating the reasons therefor.  The Independent Consultant’s decision shall adopt either the Parent’s position or the Seller’s, and not any other result.  The decision of the Independent Consultant shall be final and binding upon the Parties and, where and as appropriate, may be filed with a court of competent jurisdiction which may enter judgment thereon.  The dispute resolution procedures of this Section 12 shall constitute the exclusive remedy of the Parties hereto with respect to any disputes arising out of this Agreement.

12.Miscellaneous.

(a)Timing of Obligations.  Any obligations of Parent arising under this Agreement shall arise on and not before Closing, except where Parent has the obligation to act reasonably with respect to an approval or other consent, which shall be effective from the date hereof.

(b)Entire Agreement.  This Agreement constitutes the entire agreement and supersedes all prior agreements, correspondence and understandings among the Parties and their respective Affiliates with respect to the subject matter hereof.  Parent and Seller

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in entering into this Agreement do not rely upon any previous oral or implied representation, inducement or understanding of any kind.  No promise, agreement, representation or modification to this Agreement shall be of any force or effect between the Parties unless set forth or provided for in this Agreement or in a written amendment signed by both Parties.

(c)Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts of law provisions, except that New York State Law Section 5-1401 shall apply.

(d)Severability.  In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and unenforceability of the remaining provisions shall not in any way be affected or impaired thereby so long as the remaining provisions do not fundamentally alter the relations among the Parties.

(e)Table of Contents and Headings.  The table of contents and section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement.

(f)Notices.  Notices shall be delivered to the Parties’ addresses as set forth in Section 14.7 of the Stock Purchase Agreement.

(g)Assignability.  This Agreement shall be assignable by the Parties to the extent set forth in Section 14.8 of the Stock Purchase Agreement.

(h)Amendments.  This Agreement may be amended, supplemented or modified, and any provision hereof may be waived, only pursuant to a written instrument making specific reference to this Agreement signed by each of the Parties.

(i)Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(j)Termination.  This Agreement shall terminate automatically and shall have no further effect upon termination of the Stock Purchase Agreement.

(k)Reliance Letters.  Seller shall use commercially reasonable efforts to obtain, prior to the Closing Date, reliance letters binding on the authors of the Phase I Environmental Site Assessments and Preliminary Exposure Pathway Assessment Surveys permitting reliance on such documents by the Company, all in form and substance satisfactory to Parent, acting reasonably.

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IN WITNESS WHEREOF, the Parties have executed this Environmental Liability Agreement as of the date first above written.

ALIMENTATION COUCHE-TARD INC.
By:	s/Alain Bouchard
	Alain Bouchard
	President and Chief Executive Officer
CONOCOPHILLIPS COMPANY
By:	s/William Gover
	William Gover
	Authorized Representative

SCHEDULE 7(d)(i)

If the lump sum payment referenced in Section 7(d) of this Agreement (the “Amount”) is to be calculated, the following procedure will be followed.

1.The Amount shall equal the present value of the cost projected for Baseline Corrective Action through Closure, less any projected Corrective Action Costs for which Parent is responsible.  The present value shall be determined using an annual discount rate of 7%.

2.Seller shall notify Parent of the exercise of its option to make a lump sum payment, which notice shall include Seller’s calculation of the Amount.  Parent shall have a reasonable period not to exceed sixty (60) days after receipt of Seller’s notice to notify Seller of any objection, which notice shall include Parent’s calculation of the Amount.  In the event of such objection, Parent and Seller shall promptly negotiate in good faith to attempt to agree on the Amount.

3.In the event the parties are unable, after the expiration of an additional thirty (30) days, to agree on the Amount, Parent and Seller shall submit the dispute to an environmental consultant, engineer, or other professional reasonably qualified (including at least seven (7) years experience in the appropriate environmental field) mutually acceptable to Parent and Seller, (the “Consultant”).  The Consultant will determine the Amount based on its review of the Seller’s proposed Amount, the Parent’s proposed Amount, and any other information as the Consultant may reasonably require.

4.Seller shall remain liable for all Baseline Corrective Action Costs incurred prior its notice, pursuant to Section 5 hereto.

5.Seller and Parent shall fully cooperate with Consultant in connection with the foregoing, and the costs of Consultant shall be paid by Seller and Parent in such proportion as is determined by Consultant, applying its reasonable discretion.

SCHEDULE 7(d)(ii)

ENVIRONMENTAL RELEASE

THIS AGREEMENT (“Agreement”) is made and entered into this                  of                  (“Effective Date”) by and between                          , a                        corporation (“Seller”) and                       , a                     corporation (“Parent”) upon the terms and conditions set forth herein.

WHEREAS, pursuant to the terms of Environmental Liability Agreement dated                        between Seller and Parent, Seller has been, or is currently, conducting or paying all or a portion of Baseline Corrective Action Costs (as defined in Section 1 in Environmental Liability Agreement) on all or a portion of the Property, and

WHEREAS, pursuant to the Environmental Liability Agreement, Seller and Parent may negotiate and agree upon the net present value of the expected Seller’s share of the remaining Baseline Corrective Action Costs respecting the Property, whereupon Seller shall pay to Parent such amount in exchange for Parent’s assumption of environmental responsibility and Parent’s execution of a release of Corrective Action liability with respect to Baseline Contamination in favor of Seller; and

WHEREAS, Seller and Parent have agreed upon the above-specified amount and Seller has paid such amount to Parent;

NOW, THEREFORE, for and in consideration of Seller’s payment to Parent and other good and valuable consideration, the receipt of which is hereby acknowledged, Parent, its officers and directors, employees, agents, subsidiary and affiliate companies and divisions, and all of its successors and assigns, does hereby RELEASE, ACQUIT, QUIT-CLAIM and FOREVER DISCHARGE, and by virtue of these presents, does for itself, its successors and assigns, hereby RELEASE, ACQUIT and FOREVER DISCHARGE Seller, its Affiliates and their respective officers and directors, its employees, agents, attorneys, their subsidiary and affiliate companies and divisions, their insurers and underwriters at interest, and all of their successors and assigns, of and from any obligation and liability for further Baseline Corrective Action on the Property, and hereafter ASSUME all such liability and obligations.

EXECUTED the              day of                      , 200  .

SELLER PARENT,

By:	By:
Name:	Name:
Title:	Title:

EX-10.5

Exhibit 10.5

ADDENDUM

TO

THE ENVIRONMENTAL LIABILITIES AGREEMENT

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”);

W I T N E S S E T H

WHEREAS Parent and Seller have executed as of October 3, 2003 a stock purchase agreement providing for the sale by Seller to Couche-Tard, U.S. LP (then known as 9103-4793 Delaware LP), a limited partnership wholly owned directly or indirectly by Parent, of all the issued and outstanding shares of The Circle K Corporation (the “Initial Stock Purchase Agreement”);

WHEREAS Parent and Seller have executed as of December 12, 2003 an addendum agreement to the Initial Stock Purchase Agreement (the “Addendum”, and the Addendum and the Initial Stock Purchase Agreement collectively the “Stock Purchase Agreement”);

WHEREAS Parent and Seller have executed as of October 3, 2003 an environmental liability agreement in relation to certain environmental and occupational health and safety matters related to the Properties and the Divested Properties (the “Environmental Liabilities Agreement”);

WHEREAS Parent and Seller wish to modify the Environmental Liabilities Agreement as provided herein; and

WHEREAS unless the context shall otherwise require, terms used and not defined herein but defined or given meaning in the Environmental Liabilities Agreement (including by reference) shall have the meaning assigned to such terms in the Environmental Liabilities Agreement (including by reference);

NOW in consideration of the premises and the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency thereof are hereby acknowledged by the Parties, the Parties hereto agree as follows:

1.Any reference in the Environmental Liabilities Agreement to the Stock Purchase Agreement refers to the Stock Purchase Agreement as defined herein.

2.The following definition is added to the Environmental Liabilities Agreement:

“Bossier Property” means the Leased Real Property located at 3226 Barksdale Blvd., Bossier City, Louisiana.”

3.The definition of “Baseline Contamination” in the Environmental Liabilities Agreement is hereby modified by inserting the following after the word “hereto” at the end of (i): “or at or from the Bossier Property”.

4.All modifications to the Environmental Liabilities Agreement set out in this Agreement take effect immediately upon execution hereof.

5.This Agreement is deemed to form part of the Environmental Liabilities Agreement which remains in full force and effect, unchanged and unmodified, except only as specifically modified herein.

6.Assignability

This Agreement shall be assignable by the Parties to the extent set forth in Section 12(g) of the Environmental Liabilities Agreement.

7.Waivers and Amendments

No waiver shall be deemed to have been made by either of the Parties of any of its rights under this Agreement unless the same shall be in writing that is signed on its behalf by the authorized representative of the Party against whom any such waiver is claimed.  Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of either Parent or Seller, as the case may be, in any other respect.  This Agreement shall not be amended or modified except by an instrument in writing signed by the Party against whom enforcement is sought.

8.Headings

The headings contained in this Agreement are for convenience of reference only and do not qualify or affect in any way the meaning or interpretation of this Agreement.

9.Severability

In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby so long as the remaining provisions do not fundamentally alter the relations among the Parties.

10.Counterparts

This Agreement may be executed in any number or counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument.

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11.Governing Law

This Agreement shall be construed and enforced in accordance with, and shall be governed by, the laws of the State of New York, without regard to conflicts of laws provisions except that New York General Obligations Law Section 5-1401 shall apply.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date written above.

CONOCOPHILLIPS COMPANY
By:	s/William R. Gover
Name:			WILLIAM R. GOVER
Title:			Asset Disposition Project Lead
ALIMENTATION COUCHE-TARD INC.
By :		s/Richard Fortin
Name :				RICHARD FORTIN
Title :				Executive Vice-President and Chief Financial Officer

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EX-10.6

Exhibit 10.6

Alimentation Couche-Tard Inc.

1999 Stock Incentive Plan

(As amended as of September 25, 2002)

SECTION 1 - PURPOSE OF THE PLAN

1.1The purpose of this 1999 Stock Option Plan (the “Plan”) is to provide full-time employees, officers and directors of Alimentation Couche-Tard Inc. (“ACT”) or any of its subsidiaries (ACT and its subsidiaries, present and future, being hereinafter referred to collectively as the “Corporations”), with a proprietary interest through the granting of options to purchase Class B Subordinate Voting Shares of the capital stock of ACT (“Subordinate Voting Shares”), subject to certain conditions as hereinafter set forth, for the following purposes:

1.1.1to increase the interest in ACT’s welfare of those key employees and directors who share primary responsibility for the management, growth and protection of the business of the Corporations;

1.1.2to furnish an incentive to such employees and directors to continue their services for the Corporations; and

1.1.3to provide a means through which the Corporations may attract able persons to enter their employment.

1.2For the purposes of the Plan, the term “subsidiary” shall have the meaning attributed to such term in the Companies Act (Québec), as the same may be amended from time to time and any successor legislation thereto.

SECTION 2 - ADMINISTRATION OF THE PLAN

2.1The Plan shall be administered by the Board of Directors of ACT or, if the Board of Directors by resolution so decides, by a committee of the Board of Directors (the Board of Directors or, as the case may be, such committee being hereinafter referred to as the “Board”).

2.2The Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations for carrying out the provisions and purposes of the Plan.  The interpretation, construction and application of the Plan and any provisions thereof made by the Board shall be final and binding on all holders of options granted under the Plan and all persons eligible under the provisions of the Plan to participate therein.  No member of the Board shall be liable for any action taken or for any determination made in good faith in the administration, interpretation, construction or application of the Plan.

SECTION 3 - GRANTING OF OPTIONS

3.1The Board may, from time to time by resolution, designate full-time employees, officers or directors of any of the Corporations to whom options to purchase Subordinate Voting Shares may be granted, the number of shares to be optioned to each of them and the relevant vesting provisions and option term, provided that:

(i)subject to adjustments contemplated by Section 7, the aggregate number of Subordinate Voting Shares to be issued under the Plan shall not exceed the number provided for in paragraph 4.1 hereof;

(ii)the aggregate number of Subordinate Voting Shares reserved for issuance at any time to any one optionee shall not exceed 5% of the aggregate number of Class A Multiple Voting Shares of the capital stock of ACT (“Multiple Voting Shares”) and Subordinate Voting Shares outstanding on a non-diluted basis at such time, less the total of all shares reserved for issuance to such optionee pursuant to any other share compensation arrangement of ACT;

(iii)the aggregate number of Subordinate Voting Shares which may be issued to any one insider of ACT and such insider’s associates under the Plan or any other share compensation arrangement of ACT, within any one-year period, is limited to five percent (5%) of the outstanding issue;

(iv)the aggregate number of Subordinate Voting Shares reserved for issuance at any time to insiders of ACT under the Plan or any other share compensation arrangement of ACT is limited to ten percent (10%) of the outstanding issue;

(v)the aggregate number of Subordinate Voting Shares which may be issued to insiders under the Plan or any other share compensation arrangement of ACT, within any one-year period, is limited to ten percent (10%) of the outstanding issue; and

(vi)a majority of the aggregate number of Subordinate Voting Shares which may be issued under the Plan or any other share compensation arrangement of ACT may be granted to insiders of ACT and their associates.

For the purposes of this paragraph 3.1: (i) the terms “insider” and “associate” shall have the respective meanings ascribed thereto in the policy of The Toronto Stock Exchange governing share compensation arrangements set forth at Sections 626 and following of the Toronto Stock Exchange Company Manual; (ii) the “outstanding issue” means the aggregate number of Multiple Voting Shares and Subordinate Voting Shares outstanding on a non-diluted basis immediately prior to the share issuance in question, excluding any Subordinate Voting Shares issued pursuant to the Plan and any Multiple Voting Shares or Subordinate Voting Shares issued pursuant to any other share compensation arrangements of ACT over the preceding one-year period; and (iii) a “share compensation arrangement” means a stock option, stock option plan, stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of shares to one or more employees or directors, including a share purchase from treasury which is financially assisted by ACT by way of a loan, guarantee or otherwise.

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3.2Options may only be granted by ACT pursuant to resolutions of the Board.  No option shall be granted to any person who is not a full-time employee, officer or director of one of the Corporations.

3.3Any option granted under the Plan shall be subject to the requirement that, if at any time counsel to ACT shall determine that the listing, registration or qualification of the Subordinate Voting Shares subject to such option upon any securities exchange or under any law or regulation of any jurisdiction, or the consent or approval of any securities exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant or exercise of such option or the issuance or purchase of Subordinate Voting Shares hereunder, such option may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board.  Nothing herein shall be deemed to require ACT to apply for or to obtain such listing, registration, qualification, consent or approval.

SECTION 4 - SHARES SUBJECT TO THE PLAN

4.1The maximum number of Subordinate Voting Shares which may be issued under the Plan is 8,446,000, subject to adjustment pursuant to the provisions of Section 7 hereof.

4.2Subordinate Voting Shares in respect of which options are not exercised, due to the expiration, termination or lapse of such options shall be available for options to be granted thereafter pursuant to the provisions of the Plan.

SECTION 5 - OPTION PRICE

5.1The option price per share for Subordinate Voting Shares which are the subject of any option shall not be less than the Market Price of a Subordinate Voting Share as of the last business day before the day on which the option is granted.

5.2For purposes of the Plan, the “Market Price” of a Subordinate Voting Share as of any day shall be equal to the weighted average reported closing price for a board lot of the Subordinate Voting Shares on The Toronto Stock Exchange for the five (5) days preceding such day.

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SECTION 6 - CONDITIONS GOVERNING OPTIONS

6.1Each option shall be subject to the following conditions:

6.1.1Employment

The granting of an option to a director, an officer or a full-time employee shall not impose upon any of the Corporations any obligation to retain the optionee as a director, as an officer or as a full-time employee in its employ.

6.1.2Option Term

The period /(not to exceed ten (10) years) during which an option is exercisable shall be determined by the Board, in its sole discretion, at the time of granting the particular option.

6.1.3Exercise of Options

Prior to its expiration or earlier termination in accordance with the Plan, each option shall be exercisable as to all or such part or parts of the optioned shares and at such time or times as the Board, at the time of granting the particular option, may determine in its sole discretion.

6.1.4Non-assignability of Option Rights

Each option granted hereunder is personal to the optionee and shall not be assignable or transferable by the optionee, whether voluntarily or by operation of law, except by will or by the laws of succession applicable to the deceased optionee.  No option granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity.

6.1.5Effect of Termination of Employment or Death

6.1.5.1Upon an optionee’s employment with the Corporations being terminated for cause or upon an optionee being removed from office as a director or becoming disqualified from being a director by law, any option or the unexercised portion thereof granted to him shall terminate forthwith.

6.1.5.2Upon an optionee’s employment with the Corporations being terminated (except in the case of transfer from one of the Corporations to another of such Corporations) otherwise than by reason of death or termination for cause, or upon an optionee ceasing to be a director other than by reason of death, removal or disqualification by law, any option or unexercised part thereof granted to such optionee may be exercised by him for that number of shares only which he was entitled to acquire under the option pursuant to paragraph 6.1.3 hereof at the time of such termination or cessation.  Such option shall only be exercisable within ninety (90) days after such termination or cessation or prior to the expiration of the term of the option, whichever occurs earlier.

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6.1.5.3If an optionee dies while employed by the Corporations or while serving as a director of the Corporations, any option or unexercised part thereof granted to such optionee may be exercised by the person to whom the option is transferred by will or the applicable laws of succession for that number of shares only which he was entitled to acquire under the option pursuant to paragraph 6.1.3 hereof at the time of his death.  Such option shall only be exercisable within one hundred and eighty (180) days after the optionee’s death or prior to the expiration of the term of the option, whichever occurs earlier.

6.1.6Rights as a Shareholder

The optionee (or his personal representatives or legatees) shall have no rights whatsoever as a shareholder in respect of any shares covered by his option until the date of issuance of a share certificate to him (or his personal representatives or legatees) for such shares.  Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued.

6.1.7Method of Exercise

Subject to the provisions of the Plan, an option granted under the Plan shall be exercisable (from time to time as provided in paragraph 6.1.3 hereof) by the optionee (or his personal representatives or legatees) giving notice in writing to ACT (an “Exercise Notice”) at its registered office, addressed to its President, which Exercise Notice shall specify the number of Subordinate Voting Shares in respect of which the option is being exercised and shall be accompanied by full payment, by cash or certified cheque, of the purchase price for the number of shares specified therein (the “Exercise Price Payment”).  Upon such exercise of the option, ACT shall forthwith cause the transfer agent and registrar for the Subordinate Voting Shares to deliver to the optionee (or his personal representatives or legatees) a certificate in the name of the optionee (or his personal representatives or legatees) representing in the aggregate such number of shares as the optionee (or his personal representatives or legatees) shall have then paid for and as are specified in such Exercise Notice.  If required by the Board by notification to the optionee at the time of granting of the option, it shall be a condition of such exercise that the optionee shall represent that he is purchasing the Subordinate Voting Shares in respect of which the option is being exercised for investment only and not with a view to resale or distribution.

6.2Options shall be evidenced by a share option agreement or certificate in such form not inconsistent with the Plan as the Board may from time to time determine, provided that the substance of Section 6.1 hereof be included therein.

SECTION 7 - ADJUSTMENT TO SHARES SUBJECT TO THE OPTION

7.1In the event of any subdivision of the Subordinate Voting Shares into a greater number of Subordinate Voting Shares at any time after the grant of an option to any optionee and prior to the expiration of the term of such option, ACT shall deliver to such optionee at the time of any subsequent exercise of his option in accordance with the terms hereof in lieu of the number of Subordinate Voting Shares to which he was theretofore entitled upon such exercise, but for the same aggregate consideration payable therefor, such number of Subordinate Voting Shares as such optionee would have held as a result of such subdivision if on the record date thereof the optionee had been the registered holder of the number of Subordinate Voting Shares to which he was theretofore entitled upon such exercise.

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7.2In the event of any consolidation of the Subordinate Voting Shares into a lesser number of Subordinate Voting Shares at any time after the grant of an option to any optionee and prior to the expiration of the term of such option, ACT shall deliver to such optionee at the time of any subsequent exercise of his option in accordance with the terms hereof in lieu of the number of Subordinate Voting Shares to which he was theretofore entitled upon such exercise, but for the same aggregate consideration payable therefor, such number of Subordinate Voting Shares as such optionee would have held as a result of such consolidation if on the record date thereof the optionee had been the registered holder of the number of Subordinate Voting Shares to which he was theretofore entitled upon such exercise.

7.3If at any time after the grant of an option to any optionee and prior to the expiration of the term of such option, the Subordinate Voting Shares shall be reclassified, reorganized or otherwise changed, otherwise than as specified in paragraphs 7.1 and 7.2 hereof or, subject to the provisions of paragraph 8.2.1 hereof, ACT shall consolidate, merge or amalgamate with or into another corporation (the corporation resulting or continuing from such consolidation, merger or amalgamation being herein called the “Successor Corporation”), the optionee shall be entitled to receive upon the subsequent exercise of his option in accordance with the terms hereof and shall accept in lieu of the number of Subordinate Voting Shares then subscribed for but for the same aggregate consideration payable therefor, the aggregate number of shares of the appropriate class and/or other securities of ACT or the Successor Corporation (as the case may be) and/or other consideration from ACT or the Successor Corporation (as the case may be) that the optionee would have been entitled to receive as a result of such reclassification, reorganization or other change of shares or, subject to the provisions of paragraph 8.2.1 hereof, as a result of such consolidation, merger or amalgamation, if on the record date of such reclassification, reorganization or other change of shares or the effective date of such consolidation, merger or amalgamation, as the case may be, he had been the registered holder of the number of Subordinate Voting Shares to which he was immediately theretofore entitled upon such exercise.

SECTION 8 - AMENDMENT OR DISCONTINUANCE OF THE PLAN

8.1The Board may, subject to regulatory approval, amend or discontinue the Plan at any time, provided, however, that no such amendment may materially and adversely affect any option rights previously granted to an optionee under the Plan without the consent of the optionee, except to the extent required by law or by the regulations, rules, by-laws or policies of any regulatory authority or stock exchange.

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8.2Notwithstanding anything contained to the contrary in the Plan or in any resolution of the Board in implementation thereof:

8.2.1in the event ACT proposes to amalgamate, merge or consolidate with or into any other corporation (other than with a wholly-owned subsidiary of ACT) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Subordinate Voting Shares of ACT or any part thereof shall be made to all holders of Subordinate Voting Shares of ACT, ACT shall have the right, upon written notice thereof to each optionee holding options under the Plan, to permit the exercise of all such options within the thirty (30) day period next following the date of such notice and to determine that upon the expiration of such thirty (30) day period, all rights of optionees to such options or to exercise same (to the extent not theretofore exercised) shall ipso facto terminate and cease to have further force or effect whatsoever;

8.2.2the Board may, by resolution, but subject to applicable regulatory provisions, advance the date on which any option may be exercised or extend the expiration date of any option, in the manner to be set forth in such resolution, provided that the period during which an option is exercisable does not exceed ten (10) years from the date the option is granted. ACT shall not, in the event of any such advancement or extension, be under any obligation to advance or extend the date on or by which any option may be exercised by any other optionee; and

8.2.3the Board may, by resolution, but subject to applicable regulatory provisions, decide that any of the provisions hereof concerning the effect of termination of the optionee’s employment or cessation of the optionee’s directorship, shall not apply for any reason acceptable to the Board.

SECTION 9 - GOVERNING LAWS

9.1The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Québec and the laws of Canada applicable herein.

SECTION 10 - INCENTIVE STOCK OPTIONS UNDER U.S. INTERNAL REVENUE CODE

10.1Subject to paragraph 10.3.3 hereof, any option granted under the Plan to an optionee who is a citizen or resident of the United States (including its territories, possessions and all areas subject to its jurisdiction) and who, at the time of grant, is an officer, employee, or director of the Corporations (provided, for purposes of this Section 10 only, an optionee who is a director is then also an officer or key employee of the Corporations) (a “U.S. Optionee”) shall be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, of the United States (the “Code”).

10.2No provision of the Plan, as it may be applied to a U.S. Optionee, shall be construed so as to be inconsistent with any provision of Section 422 of the Code.

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10.3Notwithstanding anything in the Plan contained to the contrary, the following provisions shall apply to each U.S. Optionee:

10.3.1any director of ACT who is a U.S. Optionee shall be ineligible to vote upon the granting of such option;

10.3.2any option granted under the Plan to a U.S. Optionee shall be an incentive stock option within the meaning of Section 422 of the Code provided that the aggregate fair market value (determined as of the time the option is granted) of the Subordinate Voting Shares with respect to which options are exercisable for the first time by such U.S. Optionee during any calendar year under the Plan and all other incentive stock option plans, within the meaning of Section 422 of the Code, of any of the Corporations does not exceed One Hundred Thousand Dollars in U.S. funds (US $100,000);

10.3.3to the extent that the aggregate fair market value (determined as of the time the option is granted) of the Subordinate Voting Shares with respect to which incentive stock options (determined without reference to this paragraph) are exercisable for the first time by such U.S. Optionee during any calendar year under the Plan and all other incentive stock option plans, within the meaning of Section 422 of the Code, of any of the Corporations exceeds One Hundred Thousand Dollars in U.S. funds (US $100,000), such options will be treated as nonqualified stock options (i.e., options which fail to qualify as incentive stock options within the meaning of Section 422 of the Code) in accordance with Section 422(d) of the Code;

10.3.4the purchase price for Subordinate Voting Shares under each option granted to a U.S. Optionee pursuant to the Plan shall be not less than the Market Price of such Subordinate Voting Shares as at the day the option is granted;

10.3.5if any U.S. Optionee to whom an option is to be granted under the Plan is at the time of the grant of such option the owner of shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of ACT, then the following special provisions shall be applicable to the option granted to such individual:

10.3.5.1the purchase price per Subordinate Voting Share of ACT subject to such option shall not be less than one hundred ten percent (110%) of the Market Price of one Subordinate Voting Share as at the day the option is granted, and

10.3.5.2for the purpose of this Section 10 only, the exercise period shall not exceed five (5) years from the date of grant;

10.3.6no option may be granted hereunder to a U.S. Optionee following the expiry of ten (10) years after the date on which the Plan is adopted by the Board or the date the Plan is approved by the shareholders of ACT, whichever is earlier; and

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10.3.7no option granted to a U.S. Optionee under the Plan shall become exercisable unless and until the Plan shall have been approved by the shareholders of ACT.

SECTION 11 - EFFECTIVE DATE OF PLAN

11.1The Plan was adopted by the Board on September 7, 1999.  Should any changes to the Plan be required by any securities commission or other governmental body of any province of Canada to which the Plan has been submitted or by any stock exchange on which the Subordinate Voting Shares may from time to time be listed, such changes shall be made to the Plan as are necessary to conform with such requests and, if such changes are approved by the Board, the Plan, as amended, shall remain in full force and effect in its amended form as of and from the effective date of any such amendments.

By order of the Board of Directors

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EX-12.1

Exhibit 12.1

	Year ended						24-week period ended
	April 29, 2001		April 28, 2002		April 27, 2003		October 13, 2002		October 12, 2003
							(unaudited)
	(dollars in thousands)
Earnings:
Earnings before income taxes	$	46,098	$	76,020	$	98,270	$	62,197	$	73,124
Plus fixed charges	31,655		38,477		44,738		19,468		21,368
Earnings	$	77,753	$	114,497	$	143,008	$	81,665	$	94,492
Fixed charges:
Financial expenses	$	15,115	$	15,067	$	14,894	$	6,490	$	6,653
Plus estimated interest factor of rental expense	16,540		23,410		29,844		12,978		14,715
Fixed Charges	$	31,655	$	38,477	$	44,738	$	19,468	$	21,368
Ratio of Earnings to Fixed Charges (1)	2.5		3.0		3.2		4.2		4.4

(1)For purposes of calculating the ratio of earnings to fixed charges, “earnings” represents earningsfrom continuing operations before income taxes, plus fixed charges. “Fixed charges” consists offinancial expense, including amortization of financing costs and that portion of rental expenseconsidered to be a reasonable approximation of interest.

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A U.S. National Banking Association	41-1592157
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
Sixth Street and Marquette Avenue
Minneapolis, Minnesota	55479
(Address of principal executive offices)	(Zip code)

Stanley S. Stroup, General Counsel

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

Sixth Street and Marquette Avenue

Minneapolis, Minnesota  55479

(612) 667-1234

(Agent for Service)

COUCHE-TARD U.S. L.P.

COUCHE-TARD FINANCING CORP.

(Exact name of obligor as specified in its charter)

Delaware	26-0017946
Delaware	81-0638989
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1600 St-Martin Blvd., East

Tower B, Suite 200

Laval Quebec, H7G 4S7

Canada

(Address of principal executive offices)

7 ½% Senior Subordinated Notes 2013

(Title of the indenture securities)

Item 1.General Information.  Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

The Board of Governors of the Federal Reserve System

Washington, D.C.

(b)Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.Affiliations with Obligor.  If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.	Foreign Trustee.	Not applicable.
Item 16.	List of Exhibits.	List below all exhibits filed as a part of this Statement of Eligibility.  Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto.

Exhibit 1.	a.	A copy of the Articles of Association of the trustee now in effect.***
Exhibit 2.	a.	A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.*
	b.	A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.*
	c.	A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.*
	d.	A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name

		change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.*
	e.	A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of “Norwest Bank Minnesota, National Association.”*
	f.	A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of “Wells Fargo Bank Minnesota, National Association.”****
Exhibit 3.	A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.*
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	Consolidated Report of Condition attached.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

*	Incorporated by reference to exhibit number 25.1(b) filed with registration statement number 333-74872.
***	Incorporated by reference to exhibit T3G filed with registration statement number 022-22473.
****	Incorporated by reference to exhibit number 2f to the trustee’s Form T-1 filed as exhibit 25.1 to the Current Report Form 8-K dated September 8, 2000 of NRG Energy Inc. file number 001-15891.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 26th day of January 2004.

WELLS FARGO BANK MINNESOTA,

NATIONAL ASSOCIATION

By: /s/ Joseph P. O’Donnell

Joseph P. O’Donnell

Assistant Vice President

EXHIBIT 6

January 26, 2004

Securities and Exchange Commission

Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK MINNESOTA,

NATIONAL ASSOCIATION

By: /s/ Joseph P. O’Donnell

Joseph P. O’Donnell

Assistant Vice President

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank Minnesota, National Association

of Sixth Street and Marquette Avenue, Minneapolis, MN 55479

And Foreign and Domestic Subsidiaries,

at the close of business September 30, 2003, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	1,736
Interest-bearing balances		2
Securities:
Held-to-maturity securities		0
Available-for-sale securities		1,659
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		7,165
Securities purchased under agreements to resell		30
Loans and lease financing receivables:
Loans and leases held for sale		19,457
Loans and leases, net of unearned income	19,967
LESS: Allowance for loan and lease losses	283
Loans and leases, net of unearned income and allowance		19,684
Trading Assets		153
Premises and fixed assets (including capitalized leases)		183
Other real estate owned		11
Investments in unconsolidated subsidiaries and associated companies		0
Customers’ liability to this bank on acceptances outstanding		30
Intangible assets
Goodwill		291
Other intangible assets		10
Other assets		1,509
Total assets		$	51,920
LIABILITIES
Deposits:
In domestic offices		$	34,250
Noninterest-bearing	21,468
Interest-bearing	12,782
In foreign offices, Edge and Agreement subsidiaries, and IBFs		5,458
Noninterest-bearing	0
Interest-bearing	5,458
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		1,440
Securities sold under agreements to repurchase		1,303

	Dollar Amounts In Millions
Trading liabilities	2
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)	4,769
Bank’s liability on acceptances executed and outstanding	30
Subordinated notes and debentures	0
Other liabilities	951
Total liabilities	$	48,203
Minority interest in consolidated subsidiaries	0
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	100
Surplus (exclude all surplus related to preferred stock)	2,134
Retained earnings	1,421
Accumulated other comprehensive income	62
Other equity capital components	0
Total equity capital	3,717
Total liabilities, minority interest, and equity capital	$	51,920

I, Karen B. Martin, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Karen B. Martin

Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Jon R. Campbell
Marilyn A. Dahl	Directors
Gerald B. Stenson

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

TO TENDER FOR EXCHANGE

7¹/2% SENIOR SUBORDINATED NOTES DUE 2013

OF

COUCHE-TARD L.P. AND
COUCHE-TARD FINANCING CORP.

Pursuant to the Prospectus dated    •    , 2004

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT (NEW YORK CITY TIME) ON    •    , 2004 UNLESS EXTENDED (THE "EXPIRATION DATE").

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

        If you desire to accept the Exchange Offer, this Letter of Transmittal should be completed, signed and submitted to the Exchange Agent by overnight courier, by registered/certified mail or by hand:

Wells Fargo Bank Minnesota, N.A.
213 Court Street, Suite 703
Middletown, Connecticut 06457
Attention: Joseph P. O'Donnell
(the "Exchange Agent")
Facsimile Transmission:
860-704-6219
For Information or to Confirm Receipt of Facsimile by Telephone:
860-704-6217

        Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery.

        For any questions regarding this Letter of Transmittal or for any additional information, you may contact the Exchange Agent by telephone at 860-704-6217 or by facsimile at 860-704-6219.

        The undersigned hereby acknowledges receipt of the Prospectus dated    •    , 2004 (the "Prospectus") of Couche-Tard U.S. L.P., a Delaware limited partnership, and Couche-Tard Financing Corp., a Delaware corporation, as joint and several obligors, (the "Issuers") and this Letter of Transmittal (the "Letter of Transmittal") that together constitute the Issuers' offer (the "Exchange Offer") to exchange $1,000 in principal amount of their 7¹/2% Senior Subordinated Notes due 2013 (the "Exchange Notes") which have been registered under the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), pursuant to a Registration Statement, for each $1,000 in principal amount of their outstanding 7¹/2% Senior Subordinated Notes due 2013 ("Notes") of which $350,000,000 aggregate principal amount is outstanding. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

        The undersigned hereby tenders the Notes described in Box 1 below (the "Tendered Securities") pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal. The undersigned is the registered owner of all the Tendered Securities and the undersigned represents that it has received from each beneficial owner of the Tendered Securities ("Beneficial Owners") a duly completed and executed form of "Instruction to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner" accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.

        Subject to, and effective upon, the acceptance for exchange of the Tendered Securities, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuers all right, title, and interest in, to and under the Tendered Securities.

        Please issue the Exchange Notes exchanged for Tendered Securities in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions" below (Box 3), please send or cause to be sent the certificates for the Exchange Notes (and accompanying documents, as appropriate) to the undersigned at the address shown below in Box 1.

        The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to the Tendered Securities, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver the Tendered Securities to the Issuer or (ii) cause ownership of the Tendered Securities to be transferred to, or upon the order of, the Issuers on the books of the registrar for the Notes and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuers upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange Notes to which the undersigned is entitled upon acceptance by the Issuers of the Tendered Securities pursuant to the Exchange Offer, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Tendered Securities, all in accordance with the terms of the Exchange Offer.

        The undersigned acknowledges that tenders of Notes pursuant to the procedures described under the caption "The Exchange Offer" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Issuers upon the terms and subject to the conditions of the Exchange Offer, subject only to withdrawal of such tenders on the terms set forth in the Prospectus under the caption "The Exchange Offer—Withdrawal of Tenders" All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned or any Beneficial Owner(s) hereunder shall be binding upon the heirs, representatives, successors and assigns of the undersigned and such Beneficial Owner(s).

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Tendered Securities and that the Issuers will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances and adverse claims when the Tendered Securities are acquired by the Issuers as contemplated herein. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Issuers or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby.

        The undersigned hereby represents and warrants that the information set forth in Box 2 is true and correct.

        By accepting the Exchange Offer, the undersigned hereby represents and warrants that (i) the Exchange Notes to be acquired by the undersigned and any Beneficial Owner(s) in connection with the Exchange Offer are being acquired by the undersigned and any Beneficial Owner(s) in the ordinary course of business of the undersigned and any Beneficial Owner(s), (ii) the undersigned and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes, (iii) except as otherwise disclosed in writing herewith, neither the undersigned nor any Beneficial Owner is an "affiliate," as defined in Rule 405 under the Securities Act, of either of the Issuers or any of the guarantors, (iv) that the undersigned is not a broker-dealer tendering securities directly acquired from either of the Issuers for its own account, and (v) the undersigned and each Beneficial Owner acknowledge and agree that any person participating in the Exchange Offer with the intention or for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale of the Exchange

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Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in the no-action letters that are discussed in the section of the Prospectus entitled "The Exchange Offer—Resale of the Exchange Notes".

        In addition, by accepting the Exchange Offer, the undersigned hereby (i) represents and warrants that, if the undersigned or any Beneficial Owner of the Notes is a broker-dealer, such broker-dealer acquired the Notes for its own account as a result of market-making activities or other trading activities and has not entered into any arrangement or understanding with the Issuers or any "affiliate" of either of the Issuers or any of the guarantors (within the meaning of Rule 405 under the Securities Act) to distribute the Exchange Notes to be received in the Exchange Offer, and (ii) acknowledges that, by receiving Exchange Notes for its own account in exchange for Notes, where such Notes were acquired as a result of market-making activities or other trading activities, such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

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CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED HEREWITH.

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CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE "Use of Guaranteed Delivery" BELOW (Box 4).

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CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE "Use of Book-Enry Transfer" BELOW (Box 5).

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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THE BOXES

BOX 1

DESCRIPTION OF NOTES TENDERED
(Attach additional signed pages, if necessary)

Name(s) and Address(es) of Registered Note Holder(s), exactly as name(s) appear(s) on Note Certificate(s) (Please fill in, if blank)	Aggregate Principal Amount Represented by Certificate(s)	Aggregate Principal Amount Tendered*
	Total

*

The minimum permitted tender is $1,000 in principal amount of any series of Notes. All other tenders must be in integral multiples of $1,000 of principal amount.

BOX 2

BENEFICIAL OWNER(S)

State of Principal Residence of Each Beneficial Owner of Tendered Securities
Principal Amount of Tendered Securities Held for Account of Beneficial Owner

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BOX 3

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5, 6 and 7)

        TO BE COMPLETED ONLY IF (i) NOTES TENDERED BY BOOK-ENTRY TRANSFER THAT ARE NOT TO BE EXCHANGED ARE TO BE RETURNED BY CREDIT TO AN ACCOUNT MAINTAINED AT THE BOOK-ENTRY FACILITY OTHER THAN THE ACCOUNT INDICATED ABOVE (ii) EXCHANGE NOTES EXCHANGED FOR NOTES AND UNTENDERED NOTES ARE TO BE SENT TO SOMEONE OTHER THAN THE UNDERSIGNED, OR TO THE UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN ABOVE.

Issue Exchange Notes and any untendered Notes to:

Name(s):	(please print)
Address:
(include Zip Code)
Tax Identification or Social Security No.:

BOX 4

USE OF GUARANTEED DELIVERY
(See Instruction 2)

        TO BE COMPLETED ONLY IF NOTES ARE BEING TENDERED BY MEANS OF A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT.

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution which Guaranteed Delivery:

BOX 5

USE OF BOOK-ENTRY TRANSFER
(See Instruction 1)

TO BE COMPLETED ONLY IF DELIVERY OF TENDERED SECURITIES IS TO BE MADE BY BOOK-ENTRY TRANSFER.

Name of Tendering Institution:

Account Number:

Transaction Code Number:

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BOX 6

TENDERING HOLDER SIGNATURE
(See Instructions 1 and 5)
In Addition, Complete Substitute Form W-9

Name:

(please print) Signature of Registered Holder(s) or Authorized Signatory

Note: The above lines must be signed by the registered holder(s) of Notes as their name(s) appear(s) on the Notes or by person(s) authorized to become registered holder(s) (evidence of such authorization must be transmitted with this Letter of Transmittal). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. See Instruction 5.

Name(s):

Capacity:

Street Address:

(include Zip Code)

Area Code and Telephone Number:

Tax Identification or Social Security Number:

Signatures Guaranteed by an Eligible Institution (If required by Instruction 5)
x	Authorized Signature

Name: (please print)

Title:

Name of Firm: Must be an Eligible Institution as defined in Instruction 2

Address:
	(include zip code)
Area Code and Telephone Number:

Dated:

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BOX 7

BROKER-DEALER STATUS

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Check here if the Beneficial Owner is a Participating Broker-Dealer who holds Notes acquired as a result of market making or other trading activities. If this box is checked, please send a copy of this Letter of Transmittal to Couche-Tard U.S. L.P., Attention: Corporate Secretary, facsimile (450) 662-6640.

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PAYORS NAMES: COUCHE-TARD U.S. L.P. and COUCHE-TARD FINANCING CORP.

	Name (if joint names, list first and circle the name of the person or entity whose number you enter in Part 1 below. See instructions if your name has changed.)
	Address
	City, State and ZIP Code
	List account number(s) here (optional)
SUBSTITUTE Form W-9	Part 1—PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER ("TIN") IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security Number or TIN
Department of the Treasury Internal Revenue Service	Part 2—Check the box if you are NOT subject to backup withholding under the provisions of section 3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified that you are subject to backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified you that you are no longer subject to backup withholding                                o
	CERTIFICATION—UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE. SIGNATURE                                                                         DATE:	Part 3— Awaiting TIN o

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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COUCHE-TARD U.S. L.P. and
COUCHE-TARD FINANCING CORP.

INSTRUCTIONS TO LETTER OF TRANSMITTAL

FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER

        1.    Delivery of this Letter of Transmittal and Notes.    A properly completed and duly executed copy of this Letter of Transmittal, including Substitute Form W-9, and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein, and either certificates for Tendered Securities must be received by the Exchange Agent at its address set forth herein or such Tendered Securities must be transferred pursuant to the procedures for book-entry transfer described in the Prospectus under the caption "The Exchange Offer—Procedures for Tendering" (and a confirmation of such transfer received by the Exchange Agent), in each case prior to 12:00 midnight (New York City time) on the Expiration Date. The method of delivery of certificates for Tendered Securities, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the tendering holder and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Transmittal should be sent to the Issuers. Neither the Issuers nor the registrar are under any obligation to notify any tendering holder of the Issuers' acceptance of Tendered Securities prior to the closing of the Exchange Offer.

2.    Guaranteed Delivery Procedures.    Holders who wish to tender their Notes but whose Notes are not immediately available, and who cannot deliver this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date must tender their Notes according to the guaranteed delivery procedures set forth below, including completion of Box 4. Pursuant to such procedures: (i) such tender must be made by or through a firm which is a member of a recognized Medallion Program approved by the Securities Transfer Association Inc. (an "Eligible Institution") and the Notice of Guaranteed Delivery must be signed by the holder; (ii) prior to the Expiration Date, the Exchange Agent must have received from the holder and the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by mail, hand delivery or facsimile transmission) setting forth the name and address of the holder, the certificate number(s) of the Tendered Securities and the principal amount of Tendered Securities, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal together with a confirmation of book-entry transfer of the Notes into the Exchange Agent's account at the Depositary Trust Company (the "DTC") and any other required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed Letter of Transmittal or facsimile of the Letter of Transmittal, as well as all other documents required by this Letter of Transmittal and the certificate(s) representing all Tendered Securities in proper form for transfer or a confirmation of book-entry transfer of the Notes into the Exchange Agent's account at the DTC, must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. Any holder who wishes to tender Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Notes prior to 12:00 midnight (New York City time) on the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by an Eligible Holder who attempted to use the guaranteed delivery process.

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3.    Beneficial Owner Instructions to Registered Holders.    Only a holder in whose name Tendered Securities are registered on the books of the registrar (or the legal representative or attorney-in-fact of such registered holder) may execute and deliver this Letter of Transmittal. Any Beneficial Owner of Tendered Securities who is not the registered holder must arrange promptly with the registered holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the registered holder of the Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner form accompanying this Letter of Transmittal.

4.    Partial Tenders.    Tenders of Notes will be accepted only in integral multiples of $1,000 in principal amount. If less than the entire principal amount of Notes held by the holder is tendered, the tendering holder should fill in the principal amount tendered in the column labeled "Aggregate Principal Amount Tendered" of the box entitled "Description of Notes Tendered" (Box 1) above. The entire principal amount of Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Notes held by the holder is not tendered, then Notes for the principal amount of Notes not tendered and Exchange Notes issued in exchange for any Notes tendered and accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the appropriate box on this Letter of Transmittal, as soon as practicable following the Expiration Date.

5.    Signatures on the Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.    If this Letter of Transmittal is signed by the registered holder(s) of the Tendered Securities, the signature must correspond with the name(s) as written on the face of the Tendered Securities without alteration, enlargement or any change whatsoever.

        If any of the Tendered Securities are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any Tendered Securities are held in different names, it will be necessary to complete, sign and submit as many separate copies of the Letter of Transmittal as there are different names in which Tendered Securities are held.

        If this Letter of Transmittal is signed by the registered holder(s) of Tendered Securities, and Exchange Notes issued in exchange therefor are to be issued (and any untendered principal amount of Notes is to be reissued) in the name of the registered holder(s), then such registered holder(s) need not and should not endorse any Tendered Securities, nor provide a separate bond power. In any other case, such registered holder(s) must either properly endorse the Tendered Securities or transmit a properly completed separate bond power with this Letter of Transmittal, with the signature(s) on the endorsement or bond power guaranteed by an Eligible Institution.

        If this Letter of Transmittal is signed by a person other than the registered holder(s) of any Tendered Securities, such Tendered Securities must be endorsed or accompanied by appropriate bond powers, in each case, signed as the name(s) of the registered holder(s) appear(s) on the Tendered Securities, with the signature(s) on the endorsement or bond power guaranteed by an Eligible Institution.

        If this Letter of Transmittal or any Tendered Securities or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Issuer, evidence satisfactory to the Issuer of their authority to so act must be submitted with this Letter of Transmittal.

        Endorsements on Tendered Securities or signatures on bond powers required by this Instruction 5 must be guaranteed by an Eligible Institution.

        Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution unless the Tendered Securities are tendered (i) by a registered holder who has not completed the box set forth herein entitled "Special Delivery Instructions" (Box 3) or (ii) by an Eligible Institution.

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6.    Special Delivery Instructions.    Tendering holders should indicate, in the applicable box (Box 3), the name and address to which the Exchange Notes and/or substitute Notes for principal amounts not tendered or not accepted for exchange are to be sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

7.    Transfer Taxes.    The Issuers will pay all transfer taxes, if any, applicable to the exchange of Notes pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the transfer and exchange of Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or on any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

        Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Tendered Securities listed in this Letter of Transmittal.

8.    Tax Identification Number.    Federal income tax law requires that the holder(s) of any Tendered Securities which are accepted for exchange must provide the Issuers (as payors) with its correct taxpayer identification number ("TIN"), which, in the case of a holder who is an individual, is his or her social security number. If the Issuers are not provided with the correct TIN, the holder may be subject to backup withholding and a $50 penalty imposed by the Internal Revenue Service. (If withholding results in an over-payment of taxes, a refund may be obtained.) Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions.

        To prevent backup withholding, each holder of Tendered Securities must provide such holder's correct TIN by completing the Substitute Form W-9 set forth herein, certifying that the TIN provided is correct (or that such holder is awaiting a TIN), and that (i) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the Tendered Securities are registered in more than one name or are not in the name of the actual owner, consult the "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for information on which TIN to report.

        The Issuers reserve the right in their sole discretion to take whatever steps are necessary to comply with the Issuers obligation regarding backup withholding.

9.    Validity of Tenders.    All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of Tendered Securities will be determined by the Issuers in their sole discretion, which determination will be final and binding. The Issuers reserve the right to reject any and all Notes not validly tendered or any Notes the Issuers acceptance of which would, in the opinion of the Issuers or their counsel, be unlawful. The Issuers also reserve the right to waive any conditions of the Exchange Offer or defects or irregularities in tenders of Notes as to any ineligibility of any holder who seeks to tender Notes in the Exchange Offer. The interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) by the Issuers shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Notes must be cured within such time as the Issuers shall determine. Neither the Issuers, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Notes will not be deemed to have been made until such defects or irregularities have been cured or waived.

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10.    Waiver of Conditions.    The Issuers reserve the absolute right to amend, waive or modify any of the conditions in the Exchange Offer in the case of any Tendered Securities.

11.    No Conditional Tender.    No alternative, conditional, irregular, or contingent tender of Notes or transmittal of this Letter of Transmittal will be accepted.

12.    Requests for Assistance or Additional Copies.    Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address indicated herein. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

13.    Acceptance of Tendered Securities and Issuance of Exchange Notes; Return of Notes.    Subject to the terms and conditions of the Exchange Offer, the Issuer will accept for exchange all validly tendered Notes as soon as practicable after the Expiration Date and will issue Exchange Notes therefor as soon as practicable thereafter. For purposes of the Exchange Offer, the Issuer shall be deemed to have accepted tendered Notes when, as and if the Issuer has given written or oral notice (immediately followed in writing) thereof to the Exchange Agent. If any Tendered Securities are not exchanged pursuant to the Exchange Offer for any reason, such unexchanged Notes will be returned, without expense, to the undersigned at the address shown in Box 1 or at a different address as may be indicated herein under "Special Delivery Instructions" (Box 3).

14.    Withdrawal.    Tenders may be withdrawn only pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer—Withdrawal of Tenders".

        15.   Any Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.

16.    Mutilated, Lost, Stolen or Destroyed Notes.    Any tendering Holder whose Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated herein for further instructions.

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EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

COUCHE-TARD U.S. L.P. and
COUCHE-TARD FINANCING CORP.

with respect to

7¹/2% Senior Subordinated Notes due 2013

Pursuant to the Prospectus dated    •    , 2004

        This form must be used by a holder of 7¹/2% Senior Subordinated Notes due 2013 (the "Notes") of Couche-Tard U.S. L.P., a Delaware limited partnership, and Couche-Tard Financing Corp., a Delaware corporation, as joint and several obligors, (the "Issuers"), who wishes to tender Notes to the Exchange Agent pursuant to the guaranteed delivery procedures described in "The Exchange Offer Procedure for Tendering Notes—Guaranteed Delivery" of the Issuers' Prospectus dated     •    , 2004 and in Instruction 2 to the related Letter of Transmittal. Any holder who wishes to tender Notes pursuant to such guaranteed delivery procedures must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery prior to the Expiration Date of the Exchange Offer. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus or the Letter of Transmittal.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT (NEW YORK CITY TIME) ON    •    , 2004 UNLESS EXTENDED (THE "EXPIRATION DATE").

Wells Fargo Bank Minnesota, N.A.
213 Court Street, Suite 703
Middletown, Connecticut 06457
(the "Exchange Agent")

By Overnight Courier,
By Registered/Certified Mail or By Hand:
Attention: Joseph P. O'Donnell

Facsimile Transmission:
860-704-6219

For Information or to Confirm Receipt
of Facsimile by Telephone:
860-704-6217

        Delivery of this instrument to an address other than as set forth above will not constitute a valid delivery.

        This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

        The undersigned hereby tenders to the Issuers, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 2 of the related Letter of Transmittal.

        The undersigned hereby tenders the Notes listed below:

Account Number at the
Book-Entry Facility

Aggregate Principal Amount
of Notes Represented

Aggregate Principal Amount
of Notes Tendered

PLEASE SIGN AND COMPLETE

Name(s) of Registered Holder(s):

Address:

Area Code and Telephone No.

Date: , 2004

Authorized Signatory:

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        This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as their name(s) appear on a security position listing as the owner of Notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Please print name(s) and address(es)

Name(s)

Capacity:

Address(es):

GUARANTEE
(Not to be used for signature guarantee)

        The undersigned, a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), together with confirmation of the book-entry transfer of the Notes tendered hereby into the Exchange Agent's account at the Book-Entry Transfer Facility described in the Prospectus under the caption "The Exchange Offer" and in the Letter of Transmittal and any other required documents, all by 12:00 midnight, New York City time, on the third New York Stock Exchange trading day following the Expiration Date.

Name of Firm:

Address

(include zip code)

Area Code and Telephone No.

(Authorized Signature)

Name: (please print)

Title:

Dated: , 2004

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1.    Delivery of this Notice of Guaranteed Delivery.    A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address as set forth herein prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail, the holders may wish to consider using an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 2 of the related Letter of Transmittal.

2.    Signatures on this Notice of Guaranteed Delivery.    If this Notice of Guaranteed Delivery is signed by the Trustee whose name appears on a security position listing as the owner of the Notes, the signature must correspond with the name shown on the security position listing as the owner of the Notes.

        If this Notice of Guaranteed Delivery is signed by a person other than a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the participant shown on the Book-Entry Transfer Facility's security position listing.

        If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and submit with the Letter of Transmittal evidence satisfactory to the Issuers of such person's authority to so act.

3.    Requests for Assistance or Additional Copies.    Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

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EX-99.3

Exhibit 99.3

INSTRUCTIONS
TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER PARTICIPANT
FROM BENEFICIAL OWNER OF
COUCHE-TARD U.S. L.P.
COUCHE-TARD FINANCING CORP.
7¹/2% SENIOR SUBORDINATED NOTES DUE 2013

TO: Registered Holder and/or Participant of the Book Entry Transfer Facility

        The undersigned hereby acknowledges receipt of the Prospectus dated                        , 2004 (the "Prospectus") of Couche-Tard U.S. L.P., a Delaware limited partnership, and Couche-Tard Financing Corp., a Delaware corporation, as joint and several obligors, (the "Issuers") and the accompanying Letter of Transmittal (the "Letter of Transmittal") that together constitute the Issuers' offer (the "Exchange Offer"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus or the Letter of Transmittal.

        This will instruct you, a registered holder and/or Book-Entry Transfer Facility Participant, as to action to be taken by you relating to the Exchange Offer with respect to the $350,000,000 in aggregate principal amount of the Issuers' 7¹/2% Senior Subordinated Notes due 2013 (the "Notes") held by you for the account of the undersigned.

        The aggregate principal amount of the Notes held by you for the account of the undersigned is (fill in amount):

        $                        of the 7¹/2% Senior Subordinated Notes due 2013.

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

        [    ] TO TENDER Notes held by you for the account of the undersigned in the aggregate principal amount of (fill in amount, if any):

        $                        of the 7¹/2% Senior Subordinated Notes due 2013.

        [    ] NOT TO TENDER any Notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Notes held by you for the account of the undersigned, it is understood that you are authorized:

        (a)   to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (i) the undersigned's principal residence is in the state of (fill in state), (ii) the Exchange Notes to be acquired by the undersigned and any Beneficial Owner(s) in connection with the Exchange Offer are being acquired by the undersigned and any Beneficial Owner(s) in the ordinary course of business of the undersigned and any Beneficial Owner(s), (iii) the undersigned and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes, (iv) except as otherwise disclosed in writing herewith, neither the undersigned nor any Beneficial Owner is an "affiliate," as defined in Rule 405 under the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), of either of the Issuers or any of the guarantors, (v) that the undersigned is not a broker-dealer tendering securities directly acquired from the Issuers for its own account and (vi) the undersigned and each Beneficial Owner acknowledge and agree that any person participating in the Exchange Offer with the intention or for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale of the Exchange Notes acquired by such person and cannot rely

on the position of the Staff of the Securities and Exchange Commission set forth in the no-action letters that are discussed in the section of the Prospectus entitled "The Exchange Offer";

        (b)   to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and

        (c)   to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of such Notes.

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SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

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EX-99.4

Exhibit 99.4

EXCHANGE AGENT AGREEMENT

__________, 2004

Wells Fargo Bank Minnesota, National Association

213 Court Street, Suite 703

Middletown, CT 06457

Attention: Corporate Trust Services

Ladies and Gentlemen:

Couche-Tard U.S. L.P., a Delaware limited partnership, and Couche-Tard Financing Corp., a Delaware corporation (collectively, the “Companies”), propose to make an offer (the “Exchange Offer”) to exchange up to $350,000,000 principal amount of its 7½% Senior Subordinated Notes due 2013 (CUSIP No.__) (the “New Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”) for a like principal amount of its outstanding 7½% Senior Subordinated Notes due 2012 (CUSIP No.______)(the “Old Notes”).  The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated _________, 2004 (the “Prospectus”), included in the Companies’ Registration Statement on Form F-10. S-4, and F-4 [as amended] (the “Registration Statement”), filed with the Securities and Exchange Commission.  The Old Notes and the New Notes are collectively referred to herein as the “Securities”.

The Companies hereby appoint Wells Fargo Bank Minnesota, National Association as the exchange agent (the “Exchange Agent”) in connection with the Exchange Offer.  References hereinafter to “you” refer to Wells Fargo Bank Minnesota, National Association, in its capacity as Exchange Agent.

The Exchange Offer is expected to be commenced by the Companies on or about ____, 2004.  The Letter of Transmittal, the Notice of Guaranteed Delivery and the Instructions to Registered Holders and/or Book-Entry Transfer Participants (collectively, the “Tender Documents”) accompanying the Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program (“ATOP”) of the Book-Entry Transfer Facility (as defined below)) is to be used by the holders of the Old Notes to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Old Notes tendered in connection therewith.

The Exchange Offers will expire at 12:00 a.m., New York City time, on _________, 2004 or on such subsequent date or time to which the Companies may extend the Exchange Offer (the “Expiration Date”).  Subject to the terms and conditions set forth in the Prospectus, the company expressly reserves the right to extend the Exchange Offer from time to time and may extend the Exchange Offer by giving oral or written notice to you and by notifying in writing or by public announcement the registered holders of the Old Notes, before 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Date.

The Companies expressly reserve the right to amend or terminate the Exchange Offer, and not to accept for exchange any Old Notes not therefore accepted for exchange, upon the

occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption “The Exchange Offer Conditions to the Exchange Offer.”  Alimentation Couche-Tard Inc. (the “Parent”) will give oral (promptly confirmed in writing) or written notice of any amendment, termination or nonacceptance to you as promptly as practicable.

In carrying out your duties as Exchange Agent, you are to act in accordance with the following:

1.             You shall perform such duties and only such duties as are specifically set forth in the section of the Prospectus entitled “The Exchange Offer” or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.

2.             You shall establish book-entry accounts in accordance with SEC regulations with respect to each of the Old Notes at The Depository Trust Company (the “Book Entry Transfer Facility”) for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book Entry Transfer Facility’s systems may, until the Expiration Date, make book-entry delivery of the Old Notes by causing the Book Transfer Facility to transfer such Old Notes into the appropriate account in accordance with the Book Entry Transfer Facility’s procedure for such transfer.

3.             You shall examine each of the Letters of Transmittal and certificates for the Old Notes (or confirmation of book-entry transfer into the accounts at the Book-Entry Transfer Facility) and any other documents delivered or mailed to you by or for holders of the Old Notes to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with the instructions set forth therein; and (ii) the Old Notes have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Old Notes are not in proper form for transfer or some other irregularity in connection with the acceptance of the applicable Exchange Offer exists, you shall make commercially reasonable efforts to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be commercially reasonable to cause such irregularity to be corrected.  You are not authorized to waive any irregularity in connection with any tender of Old Notes pursuant to the Exchange Offer except as provided in Section 4.

4.             With the approval of the President or Chief Financial Officer (the “Executive Officers”) of the Parent (such approval, if given orally, to be promptly confirmed in writing), or any other party designated in writing by such an officer, you may waive any irregularities in connection with any tender of Old Notes pursuant to the Exchange Offer.

5.             Tenders of Old Notes may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned “The exchange offer—Procedures for tendering,” and Old Notes shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein.  Notwithstanding the provisions of this Section 5, Old Notes that the President or Chief Financial Officer of the Parent shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be promptly confirmed in writing).

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6.             You shall advise the Parent with respect to any Old Notes received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Old Notes.

7.             You shall accept tenders:

a.             in cases where the Old Notes are registered in two or more names only if signed by all named holders;

b.             in cases where the signing person (as indicated in the Letter of Transmittal) is acting in a fiduciary or a representative capacity only if proper evidence of his or her authority so to act is submitted; and

c.             from persons other than the registered holder of Old Notes, only if customary transfer requirements, including payment of any applicable transfer taxes, are fulfilled.

You shall accept partial tenders of Old Notes where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Old Notes to the registrar for separation and return any untendered Old Notes to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer.

8.             Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Parent shall notify you (such notice, if given orally, to be promptly confirmed in writing) of its acceptance, promptly after the Expiration Date, of all Old Notes properly tendered and you, on behalf of the Companies, shall exchange such Old Notes for New Notes, and cause such Old Notes to be cancelled.  Delivery of New Notes shall be made on behalf of the Companies by you at the rate of $1,000 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered promptly after receiving notice (such notice, if given orally, to be promptly confirmed in writing) of acceptance of said Old Notes by the Parent; provided, however, that in all cases, Old Notes tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Old Notes (or confirmation of book entry transfer into the accounts at the Book Entry Transfer Facility), and a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other required documents or an agent’s message (as such term is defined in the Prospectus) in the case of book-entry transfer.  You shall issue New Notes only in denominations of $1,000 or any integral multiple thereof.

9.             Tenders pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date.

10.           All Old Notes accepted for exchange are to be retired from the Companies’ books and will no longer be outstanding.

11.           The Companies are not required to exchange any Old Notes tendered if any of the conditions set forth in the Exchange Offer are not met.  Notice of any decision by the Companies

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not to exchange any Old Notes tendered shall be given (if given orally, to be promptly confirmed in writing) by the Parent to you.

12.           If, pursuant to the Exchange Offer, the Companies do not accept for exchange all or part of the Old Notes tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption “The Exchange Offer Conditions of the Exchange Offer” or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer return those certificates for unaccepted Old Notes ( or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the person who deposited them.

13.           You shall forward all certificates for reissued Old Notes, unaccepted Old Notes or for New Notes by first-class mail.

14.           You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other person or to engage or utilize any person to solicit tenders.

15.           As Exchange Agent hereunder you:

a.             are not liable for any action or omission to act in connection with this Exchange Agent Agreement unless the same constitutes your gross negligence, willful misconduct or bad faith;

b.             have no duties or obligations other than those specifically set forth herein or incorporated herein from the Prospectus or as may be subsequently agreed to in writing between you and the Parent;

c.             are regarded as making no representations as to the validity, sufficiency, value or genuineness of any of the certificates or the Old Notes represented thereby deposited with you pursuant to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offer;

d.             are not obligated to take any legal action hereunder which might in your judgment involve any expense or liability unless you have been furnished with a commercially reasonable indemnity;

e.             may conclusively rely on and are protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telegram or other document or securities delivered to you and reasonably believed by you to be genuine and to have been signed or presented by the proper person or persons;

f.              may act upon any tender, statement, request, document, agreement, certificate or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you in good faith believe to be genuine and to have been signed or presented by the proper person or persons;

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g.             may conclusively rely on and are protected in acting upon written or oral instructions from any Executive Officer of the Parent;

h.             may consult with counsel of your selection with respect to any questions relating to your duties and responsibilities and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by you hereunder in good faith and in accordance with the advice or opinion of such counsel; and

i.              shall not advise any person tendering Old Notes pursuant to the Exchange Offer as to the wisdom of making such tender or as to the market value or decline or appreciation in market values of any Old Notes.

16.           You shall take such action as may from time to time be requested by the Parent (and such other action as you may deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and Notice of Guaranteed Delivery (as defined in the Prospectus) or such other forms as may be approved from time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer.  The Parent will furnish you with copies of such documents on your request.  All other requests for information relating to the Exchange Offer shall be directed to the Parent, Attention: Brigitte Catellier, Corporate Secretary.

17.           You shall advise by facsimile transmission the Parent ((xxx) xxx-xxx), Jennifer L. Toone, Esq. of Davies Ward Phillips & Vineberg LLP ((212)-308-0132) and such other person or persons as the Parent may request, daily (and more frequently during the week immediately preceding the Expiration Date if requested) up to and including the Expiration Date, as to the number of Old Notes which have been rendered pursuant to the Exchange Offer and the items received by you pursuant to this Exchange Agent Agreement, separately reporting and giving cumulative totals as to each items properly received and items improperly received.  In addition, you shall also inform, and cooperate in making available to, the Parent or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as they may reasonably request.  Such cooperation will include, without limitation, the granting by you to the Parent and such person as the Parent may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiation Date the Parent shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer.  You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Old Notes tendered, the aggregate principal amount of Old Notes accepted, and deliver said list to the Parent.

18.           Letters of Transmittal and Notices of Guaranteed Delivery and book-entry confirmations shall be stamped by you as to the date and, after the expiration of the Exchange Offer, the time, of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities.  You shall dispose of unused Letters of Transmittal and other surplus materials by returning them to the Company.

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19.           For services rendered as Exchange Agent hereunder, you shall be entitled to such compensation as set forth on Schedule I attached hereto.  The provisions of this section shall survive the termination of this Exchange Agent Agreement.

20.           You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal and further acknowledge that you have reviewed each of them.  Any inconsistency between this Exchange Agent Agreement, on the one hand, and the Prospectus and the Letters of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the Letter of Transmittal or Prospectus, except with respect to your duties, liabilities and indemnification as Exchange Agent.

21.           The Companies covenants and agrees to fully indemnify and hold you harmless against any and all loss, liability, reasonable cost or expense, including reasonable attorneys’ fees and expenses, incurred without negligence or willful misconduct or bad faith on your part, arising out of or in connection with any act, omission, delay or refusal made by you in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document reasonably believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Old Notes reasonably believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Old Notes.  In no case shall the Companies be liable under this indemnity with respect to any claim against you unless the Parent shall be notified by you, by letter or facsimile transmission, of the written assertion of a claim against you or any other action commenced against you, promptly after you shall have received any such written assertion or shall have been served with a summons in connection therewith.  The Companies and the Parent shall be entitled to participate at their own expense in the defense of any such claim or other action and, if the Company so elects, the Parent shall assume the defense of any suit brought to enforce any such claim.  In the event that the Parent shall assume the defense of any such suit, the Parent shall not be liable for the fees and expenses of any additional counsel thereafter retained by you, so long as the Parent retains counsel reasonably satisfactory to you to defend such suit, and so long as there is no conflict of interest that exists between you and the Company.  The provisions of this section shall survive the termination of this Exchange Agent Agreement.

22.           Without the prior written consent of the Parent, you will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought in accordance with the indemnification provisions of this Exchange Agent Agreement (whether or not you, the Companies, the Parent or any of their directors, officers and controlling persons is an actual or potential party to such claim or proceedings unless such settlement or consent includes an unconditional release of the Company and its directors, officers and controlling persons from all liability arising out of such claim, action or proceeding.

23.           You shall arrange to comply with all requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers, and shall file any appropriate reports with the Internal Revenue Service.

24.           You shall deliver or cause to be delivered, in a timely manner to each governmental authority to which any transfer taxes are payable in respect of the exchange of Old

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Notes, the Company’s check in the amount of all transfer taxes so payable; provided, however, that you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you.

25.           This Exchange Agent Agreement and your appointment as Exchange Agent hereunder shall be construed and enforced in accordance with the laws of the State of New York, and without regard to conflict of law principles, and shall inure to the benefit of, and the obligations crested hereby shall be binding upon, the successors and assigns of each of the parties hereto.

26.           This Exchange Agent Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.

27.           In case any provision of this Exchange Agent Agreement is invalid, illegal or unenforceable due validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

28.           This Exchange Agent Agreement is not deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged.  This Exchange Agent Agreement may not be modified orally.

29.           Unless otherwise provided herein all notices, requests and other communications to any party hereunder shall be in writing (including, facsimile or similar writing) and shall be given to such party, addressed to it at its address or telecopy number set forth below;

If to the Companies:

c/o Alimentation Couche-Tard Inc.
1600 St-Martin Boulevard East
Tower B, Suite 200
Laval, Quebec, Canada H7G 4S7
Facsimile: (450) 662-6640
Attention: Brigitte Catellier, Corporate Secretary

with copy to:

Davies Ward Phillips & Vineberg LLP
625 Madison Avenue
New York, NY 10022
Fax: (212) 308-0132
Attention: Jennifer L. Toone, Esq.

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If to the Exchange Agent:

Wells Fargo Bank Minnesota, National Association
213 Court Street, Suite 703
Middletown, CT 06457
Facsimile: (860) 704-6219
Attention:              Joseph P. O’Donnell

Corporate Trust Services

30.           Unless terminated earlier by the parties hereto, this Exchange Agent Agreement shall terminate 90 days following the Expiration Date.  Notwithstanding the foregoing Sections 19 and 21 shall survive the termination of this Exchange Agent Agreement.  Upon any termination of this Exchange Agent Agreement, you shall promptly deliver to the Parent any certificates for Securities, funds or property then held by you as Exchange Agent under this Exchange Agent Agreement.

[Remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF, each or the parties has caused this Exchange Agent Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the date first above written.

COUCHE-TARD U.S. L.P. by its general partner 3055854 Nova Scotia Company
By:
	Name:	Réal Plourde
	Title:	Executive Vice-President and Chief Operating Officer
COUCHE-TARD FINANCING CORP.
By:
	Name:	Réal Plourde
	Title:	President
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, AS EXCHANGE AGENT:
By:
	Name:	Joseph P. O’Donnell
	Title:	Assistant Vice President

SCHEDULE I(1)

Service	Fee
	(per issue)
Exchange Agent..........................................................................................	$
Total................................................................................................	$

(1)           Please fill out.

I-1