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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