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.


 


2

















 


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


 


3

















 


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


 


4

















 


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


 


5

















 


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


 


6

















 


(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


 


7

















 


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):


 


8

















 


(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.


 


9

















 


(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


 


10

















 


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


 


11

















 


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


 


12

















 


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,


 


13

















 


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


 


14

















 


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


 


15

















 


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.


 


16

















 


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


 


17

















 


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.


 


18

















 


(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


 


19

















 


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


 


20

















 


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.


 


21

















 


(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:

  



 


22

















 


	
   

  	
   

  	
  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