Case Documents

Decision Information

Alimentation Couche-Tard Inc. - Updated Registered Consent Agreement

Collection Case Documents
Date Filed 2017-11-10
File Number CT-2017-011
Document Type Pleadings
Type of Application Registered Consent Agreement (Mergers)
Section(s) of the Competition Act ss. 105 (92)
Proceeding Number 4

Decision Content

PUBLIC VERSION

CT-2017-011

COMPETITION TRIBUNAL

IN THE MATTER OF the Competition Act, R.S.C. 1985, c. C-34, and the Competition Tribunal Rules, SOR/2008-141;

AND IN THE MATTER OF the proposed acquisition by Alimentation Couche-Tard Inc., through its wholly-owned subsidiary Circle K Stores Inc., of all of the issued and outstanding shares of CST Brands, Inc.;

AND IN THE MATTER OF the filing and registration of a consent agreement pursuant to sections 92 and 105 of the Competition Act.

B E T W E E N :

THE COMMISSIONER OF COMPETITION

Applicant

– and –

ALIMENTATION COUCHE-TARD INC.

Respondent

CONSENT AGREEMENT

RECITALS:

  1. Couche-Tard proposes to acquire, through its wholly-owned subsidiary Circle K Stores Inc., all of the issued and outstanding shares of CST (the “Transaction”).
  2. The Commissioner has concluded that the Transaction is likely to result in a substantial lessening and/or prevention of competition in the supply of gasoline to retail customers in certain local markets in Quebec, Ontario, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland and Labrador, and that the implementation of this Agreement is necessary to ensure that any substantial lessening and/or prevention of competition will not result from the Transaction.
  3. Couche-Tard does not admit but will not for the purposes of this Agreement, including execution, registration, enforcement, variation or rescission, contest the Commissioner’s conclusions that (i) the Transaction is likely to result in a substantial lessening and/or prevention of competition in the supply of gasoline to retail customers in certain local markets in Quebec, Ontario, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland and Labrador; and (ii) the implementation of this Agreement is necessary to ensure that any substantial lessening and/or prevention of competition will not result from the Transaction.
  4. Prior to the date of this Agreement and further to the Commissioner’s approval, Couche-Tard has divested certain assets relating to the marketing and supply of retail gasoline in Piedmont, Quebec to Philippe Gosselin & Associés Limitée and Parkland has divested certain assets relating to the supply of retail gasoline in or around Peterborough and Trenton, Ontario to MacEwen Petroleum Inc.
  5. Nothing in this Agreement affects any investigation, inquiry or proceeding other than under section 92 of the Act in respect of the Transaction.

THEREFORE Couche-Tard and the Commissioner agree as follows:

I.  DEFINITIONS

[1]  Whenever used in this Agreement, the following words and terms have the meanings set out below:

  1. “Act” means the Competition Act, R.S.C. 1985, c. C-34, as amended;
  2. “Affiliate” means, in respect of a Person, any other Person controlling, controlled by or under common control with such first Person, whether directly or indirectly, and “control” means directly or indirectly hold securities or other interests in a Person (i) to which are attached more than 50% of the votes that may be cast to elect directors or persons exercising similar functions or (ii) entitling the holder to receive more than 50% of the profits of the Person or more than 50% of its assets on dissolution;
  3. “Agreement” means this Consent Agreement, including the schedules hereto, and references to a “Part”, “Section”, “Paragraph” or “Schedule” are, unless otherwise indicated, references to a part, section, paragraph or schedule of or to this Agreement;
  4. “Business Day” means a day on which the Competition Bureau’s Gatineau, Quebec office is open for business;
  5. “Closing” means the completion of the Transaction under the Transaction Agreement;
  6. “Closing Date” means the date on which Closing occurs;
  7. “Commissioner” means the Commissioner of Competition appointed under the Act and includes his authorized representatives;
  8. “Confidential Information” means competitively sensitive, proprietary and all other information that is not in the public domain, and that is owned by or pertains to a Person or a Person’s business, and includes, but is not limited to, manufacturing, operations and financial information, customer lists, price lists, contracts, cost and revenue information, marketing methods, patents, technologies, processes, or other trade secrets;
  9. “Couche-Tard” means Alimentation Couche-Tard Inc. and its Affiliates and their respective directors, officers, employees, agents, representatives, successors and assigns;
  10. “Couche-Tard’s Continuing Employees” means those employees of Couche-Tard who are not employed in connection with the Hold Separate Assets;
  11. “Couche-Tard Divested Business” means the business of marketing and supplying gasoline, diesel, and ancillary products and services at the retail gas station owned and operated by Couche-Tard at the site listed in Schedule A;
  12. “Couche-Tard Divestiture Assets” means all of the right, title and interest in, to and under, or relating to the Couche-Tard Divested Business and all of the assets of the Couche-Tard Divested Business of every kind and description wheresoever situated, including but not limited to, the following:
    1. the station listed in Schedule A, including the immovable or real property, whether owned or leased by Couche-Tard;
    2. all applicable site-specific licences, permits, contracts, agreements and authorizations, to which Couche-Tard is a party or a beneficiary, used in the operation of the station listed in Schedule A;
    3. the tangible assets and equipment used at the station listed in Schedule A;
    4. all petroleum products and other inventories at the station listed in Schedule A;
    5. all books, records and files specific to the site listed in Schedule A (for greater certainty, to the extent that there are any books, records or files which are common to the Couche-Tard Divested Business and to Couche-Tard’s ongoing business, Couche-Tard shall provide copies of such books, records and files to the Purchaser);
    6. any assets used in any ancillary businesses operated at the station listed in Schedule A, including, but not limited to, any automobile mechanical service, convenience store, restaurant or car wash, operated in connection with such station, including, but not limited to, all permits, contracts, agreements and authorizations, to which Couche-Tard is a party or a beneficiary, used in the operation of the ancillary businesses; and
    7. related computer hardware;
  13. “CST” means CST Brands, Inc. and its Affiliates and their respective directors, officers, employees, agents, representatives, successors and assigns;
  14. “CST Divested Business” means the business of marketing and supplying gasoline, diesel, and ancillary products and services at retail gas stations owned or operated by CST or at which CST owns or controls the retail fuel activities, as applicable, as listed in Schedule B;
  15. “CST Divestiture Assets” means all of the right, title and interest in, to and under, or relating to, the CST Divested Business and all of the assets of the CST Divested Business of every kind and description wheresoever situated, including but not limited to, the following:
    1. the stations listed in Schedule B, including the immovable or real property, whether owned or leased by CST and any agreements relating to the consignment or supply of fuel to the retail site;
    2. all applicable site-specific licences, permits, contracts, agreements and authorizations, to which CST is a party or a beneficiary, used in the operation of each station listed in Schedule B;
    3. the Intangible Assets used in connection with the CST Divested Business;
    4. the tangible assets and equipment used at each station listed in Schedule B;
    5. all petroleum products and other inventories at each station listed in Schedule B;
    6. all books, records and files specific to the sites listed in Schedule B (for greater certainty, to the extent that there are any books, records or files which are common to the CST Divested Business and to Couche-Tard’s ongoing business, Couche-Tard shall provide copies of such books, records and files to the Purchaser);
    7. any assets used in any ancillary businesses operated at the stations listed in Schedule B, including, but not limited to, any automobile mechanical service, convenience store, restaurant or car wash, operated in connection with each station, including, but not limited to, all permits, contracts, agreements and authorizations, to which CST is a party or a beneficiary, used in the operation of the ancillary businesses;
    8. CST Canada’s head office, corporate office and storage spaces and all fixed assets located therein;
    9. related computer hardware and proprietary software, to the extent assignable, including all rights under licenses and other agreements or instruments relating thereto (including for greater certainty, the back office, transactional/credit/debit systems, loyalty systems, price reporting software, point of sale software and related equipment);
    10. any brands and branding agreements (including without limitation brand elements such as signs and facia) used in association with those stations in Schedule B;
    11. any marketing or promotional program materials and equipment, including without limitation, any loyalty programs, branded bank machines and back wall advertising screen software; and
    12. existing agreements for the supply of products or services to all or part of CST’s retail network in which any of the stations listed in Schedule B are included;
  16. “Designated Personnel” means the employees of Couche-Tard listed in Schedule C, as modified from time to time by agreement of Couche-Tard and the Commissioner, who shall have signed a confidentiality agreement in a form satisfactory to the Commissioner;
  17. “Divested Business” means CST Divested Business and Couche-Tard Divested Business;
  18. “Divestiture” means the sale, conveyance, transfer, assignment or other disposal of the Divestiture Assets to one or more Purchasers pursuant to this Agreement and with the prior approval of the Commissioner, such that Couche-Tard will have no direct or indirect interest in the Divestiture Assets;
  19. “Divestiture Agreement” means a binding and definitive agreement between Couche-Tard and a Purchaser to effect the Divestiture pursuant to this Agreement and subject to the prior approval of the Commissioner and, in the event that Parkland is the Purchaser, the Parkland Divestiture Agreement;
  20. “Divestiture Areas” means the municipalities listed in Schedules A, B and D;
  21. “Divestiture Assets” means CST Divestiture Assets and CT Divestiture Assets, as modified, where applicable by Confidential Schedule E;
  22. “Divestiture Process Agreement” means the agreement described in Section [5] of this Agreement;
  23. “Divestiture Trustee” means the Person appointed pursuant to Part [III] of this Agreement (or any substitute appointed thereto) and any employees, agents or other Persons acting for or on behalf of the Divestiture Trustee;
  24. “Divestiture Trustee Sale” means the Divestiture to be conducted by the Divestiture Trustee pursuant to Part [III] and Confidential Schedule E of this Agreement;
  25. “Divestiture Trustee Sale Period” means the 6 month period commencing 10 days after Closing;
  26. “First Reference Date” shall have the meaning set out in Paragraph [21(d)] of this Agreement;
  27. “Hold Separate Assets” means the CST Divestiture Assets;
  28. “Hold Separate Employees” means those employees of Couche-Tard who are employed in connection with the Hold Separate Assets, and “Hold Separate Employee” means any one of them;
  29. “Hold Separate Manager” means the Person appointed pursuant to Part [VI] of this Agreement (or any substitute appointed thereto) to manage the operation of the Hold Separate Assets, and any employees, agents or other Persons acting for or on behalf of the Hold Separate Manager;
  30. “Hold Separate Period” means, in the event that Couche-Tard does not complete the Divestiture to Parkland in accordance with Section [2] of the Agreement, the period commencing 10 days after Closing and continuing until the Divestiture to a Purchaser is completed pursuant to the terms of this Agreement;
  31. “Intangible Assets” means intellectual property of any nature and kind used in connection with or relating to the Divestiture Assets or Divested Business, including:
    1. patents, copyrights, trademarks and software;
    2. trade dress, industrial designs, distinguishing guises, trade secrets, know-how, techniques, data, inventions, practices, methods and other confidential or proprietary technical, business, research, development and other information, and all rights in any jurisdiction to limit the use or disclosure thereof;
    3. rights to obtain and file for patents and registrations thereof; and
    4. rights to sue and recover damages or obtain injunctive relief for infringement, dilution, misappropriation, violation or breach of any of the foregoing;
  32. “Management Agreement” means the agreement described in Section [28] of this Agreement;
  33. “Monitor” means the Person appointed pursuant to Part [XII] of this Agreement (or any substitute appointed thereto), and any employees, agents or other Persons acting for or on behalf of the Monitor, provided that if no Monitor is appointed, other than in Part [XII] of this Agreement Monitor means the Commissioner;
  34. “Monitor Agreement” means the agreement described in Section [44] of this Agreement;
  35. “Parkland” means Parkland Fuel Corporation and its Affiliates and their respective directors, officers, employees, agents, representatives, successors and assigns;
  36. “Parkland Divestiture Agreement” means the Closing Agreement to be entered into by and between Couche-Tard and Parkland on June 28, 2017;
  37. “Parties” means the Commissioner and Couche-Tard collectively, and “Party” means any one of them;
  38. “Person” means any individual, corporation or partnership, sole proprietorship, trust or other unincorporated organization capable of conducting business, and any Affiliates thereof;
  39. “Purchaser” means a Person that acquires Divestiture Assets pursuant to this Agreement and a Divestiture Agreement;
  40. “Records” means records within the meaning of subsection 2(1) of the Act;
  41. “Second Reference Date” shall have the meaning set out in Paragraph [21(e)] of this Agreement;
  42. “Support Services” means assistance as required by the Hold Separate Business in the form of managerial, administrative and operational resources provided by Support Services Employees at the request of the Hold Separate Manager relating to information technology systems and services;
  43. “Support Services Employees” means those persons who have been requested by the Hold Separate Manager and approved by the Commissioner to supply Support Services, and who shall have signed a confidentiality agreement in a form satisfactory to the Commissioner. “Support Services Employee” means any one of them;
  44. “Third Party” means any Person other than the Commissioner, Couche-Tard or a Purchaser;
  45. “Transaction” means the transaction described in the first recital to this Agreement;
  46. “Transaction Agreement” means the Agreement and Plan of Merger by and among Circle K Stores Inc., Ultra Acquisition Corp. and CST Brands, Inc. dated as of August 21, 2016;
  47. “Transitional Services Agreements” means the Operational Transition Agreement to be entered into by and between Couche-Tard and Parkland on June 28, 2017 and the Transitional Services Agreement to be entered into by and between Couche-Tard and Parkland on June 28, 2017; and
  48. “Tribunal” means the Competition Tribunal established by the Competition Tribunal Act, R.S.C. 1985, c.19 (2nd Supp.).

II.  OBLIGATION TO COMPLETE DIVESTITURE

[2]  Couche-Tard shall use commercially reasonable efforts to complete the Divestiture to Parkland pursuant to the Parkland Divestiture Agreement within 10 days of Closing.

[3]  Prior to the date of this Agreement Couche-Tard divested the assets relating to the marketing and supply of gasoline, diesel, and ancillary products and services at the retail gas stations owned or operated by Couche-Tard in Piedmont, Quebec as listed in Schedule [D] to Philippe Gosselin & Associés Limitée pursuant to an agreement dated June 14, 2017.

III.  DIVESTITURE TRUSTEE SALE PROCESS

[4]  In the event that Couche-Tard fails to complete the Divestiture to Parkland within 10 days of Closing, the Commissioner shall appoint a Divestiture Trustee to complete the Divestiture in accordance with this Agreement. Such appointment may be made at any time the Commissioner so determines.

[5]  Within 5 Business Days after the appointment of the Divestiture Trustee, Couche-Tard shall submit to the Commissioner for approval the terms of a proposed Divestiture Process Agreement with the Divestiture Trustee and the Commissioner that confers on the Divestiture Trustee all rights and powers necessary to permit the Divestiture Trustee to effect the Divestiture.

[6]  Within 5 Business Days after receipt of the proposed Divestiture Process Agreement referred to in Section [5], the Commissioner shall advise Couche-Tard whether or not he approves the terms of the proposed Divestiture Process Agreement. If the Commissioner does not approve the terms of the proposed Divestiture Process Agreement, he shall prescribe alternative terms that Couche-Tard shall incorporate into a final Divestiture Process Agreement with the Divestiture Trustee and the Commissioner.

[7]  Without limiting the Commissioner’s discretion to require additional terms, Couche-Tard consents to the following terms and conditions regarding the Divestiture Trustee’s rights, powers and duties, and shall include such terms in the Divestiture Process Agreement:

  1. The Divestiture Trustee shall complete the Divestiture as expeditiously as possible, and in any event prior to expiry of the Divestiture Trustee Sale Period.
  2. The Divestiture Trustee shall use reasonable efforts to negotiate terms and conditions for the Divestiture that are as favourable to Couche-Tard as are reasonably available at that time; however, the Divestiture shall not be subject to any minimum price. The Divestiture Trustee’s opinion of what constitutes favourable terms and conditions and what constitutes reasonably available terms and conditions, is subject to review and approval by the Commissioner.
  3. Subject to oversight and approval by the Commissioner, the Divestiture Trustee shall have full and exclusive authority during the Divestiture Trustee Sale Period:
    1. to complete the Divestiture in accordance with the provisions of this Part and Confidential Schedule [E];
    2. to solicit interest in a possible Divestiture by whatever process or procedure the Divestiture Trustee believes is suitable to allow a fair opportunity for one or more prospective good faith Purchasers to offer to acquire the Divestiture Assets, and for greater certainty, in determining whether to pursue negotiations with a prospective Purchaser, may have regard to the approval criteria in Section [22];
    3. to enter into a Divestiture Agreement with a Purchaser that will be legally binding on Couche-Tard;
    4. to negotiate reasonable commercial covenants, representations, warranties and indemnities to be included in a Divestiture Agreement; and
    5. to employ, at the expense of Couche-Tard, such consultants, accountants, legal counsel, investment bankers, business brokers, appraisers, and other representatives and assistants as the Divestiture Trustee believes are necessary to carry out the Divestiture Trustee’s duties and responsibilities.
  4. Where any Person makes a good faith inquiry respecting a possible purchase of Divestiture Assets, the Divestiture Trustee shall notify such Person that the Divestiture is being made pursuant to this Agreement, and shall provide to such Person a copy of, this Agreement, with the exception of the provisions hereof that are confidential pursuant to Section [70] of this Agreement.
  5. Where, in the opinion of the Divestiture Trustee, a Person has a good faith interest in purchasing Divestiture Assets and has executed a confidentiality agreement, in a form satisfactory to the Commissioner, with the Divestiture Trustee protecting any Confidential Information that such Person may receive in the course of its due diligence review of the Divestiture Assets, the Divestiture Trustee shall:
    1. promptly provide to such Person all information respecting the Divestiture Assets that is determined by the Divestiture Trustee to be relevant and appropriate;
    2. permit such Person to make reasonable inspection of the Divestiture Assets and of all financial, operational or other non-privileged Records and information, including Confidential Information, that may be relevant to the Divestiture; and
    3. give such Person as full and complete access as is reasonable in the circumstances to the personnel involved in managing the Divestiture Assets.
  6. The Divestiture Trustee shall have no obligation or authority to operate or maintain the Divestiture Assets.
  7. The Divestiture Trustee shall provide to the Commissioner and to the Monitor, within 14 days after the later of the Divestiture Trustee’s appointment and the commencement of the Divestiture Trustee Sale Period and thereafter every 21 days, a written report describing the progress of the Divestiture Trustee’s efforts to complete the Divestiture. The report shall include a description of contacts, negotiations, due diligence and offers regarding the Divestiture Assets, the name, address and phone number of all parties contacted and of prospective Purchasers who have come forward. The Divestiture Trustee shall, within 3 Business Days, respond to any request by the Commissioner for additional information regarding the status of the Divestiture Trustee’s efforts to complete the Divestiture.
  8. The Divestiture Trustee shall notify Couche-Tard and the Commissioner immediately upon the signing of any letter of intent or agreement in principle relating to the Divestiture Assets, and shall provide to Couche-Tard a copy of any executed Divestiture Agreement upon receipt of the Commissioner’s approval of the Divestiture contemplated in such Divestiture Agreement.

[8]  Couche-Tard shall not be involved in the Divestiture process during the Divestiture Trustee Sale Period or in any negotiations with prospective Purchasers undertaken by the Divestiture Trustee, nor will Couche-Tard have contact with prospective Purchasers during the Divestiture Trustee Sale Period.

[9]  Subject to any legally recognized privilege, Couche-Tard and the Hold Separate Manager shall provide to the Divestiture Trustee full and complete access to all personnel, Records, information (including Confidential Information) and facilities relating to the Divestiture Assets, to enable the Divestiture Trustee to conduct its own investigation of the Divestiture Assets and to provide access and information to prospective Purchasers.

[10]  Couche-Tard shall take no action that interferes with or impedes, directly or indirectly, the Divestiture Trustee’s efforts to complete the Divestiture.

[11]  Couche-Tard and the Hold Separate Manager shall fully and promptly respond to all requests from the Divestiture Trustee and shall provide all information the Divestiture Trustee may request. Couche-Tard shall identify an individual who shall have primary responsibility for fully and promptly responding to such requests from the Divestiture Trustee on behalf of Couche-Tard.

[12]  Couche-Tard will do all such acts and execute all such documents, and will cause the doing of all such acts and the execution of all such documents as are within its power to cause the doing or execution of, as may be reasonably necessary to ensure that the Divestiture Assets are divested in the Divestiture Trustee Sale Period and that agreements entered into by the Divestiture Trustee are binding upon and enforceable against Couche-Tard.

[13]  Couche-Tard shall be responsible for all reasonable fees and expenses properly charged or incurred by the Divestiture Trustee in the course of carrying out the Divestiture Trustee’s duties and responsibilities under this Agreement. The Divestiture Trustee shall serve without bond or security, and shall account for all fees and expenses incurred. Couche-Tard shall pay all reasonable invoices submitted by the Divestiture Trustee within 30 days after receipt and, without limiting this obligation, Couche-Tard shall comply with any agreement it reaches with the Divestiture Trustee regarding interest on late payments. In the event of any dispute: (i) such invoice shall be subject to the approval of the Commissioner; and (ii) Couche-Tard shall promptly pay any invoice approved by the Commissioner. Any outstanding monies owed to the Divestiture Trustee by Couche-Tard shall be paid out of the proceeds of the Divestiture.

[14]  Couche-Tard shall indemnify the Divestiture Trustee and hold the Divestiture Trustee harmless against any losses, claims, damages, liabilities or expenses arising out of, or in connection with, the performance of the Divestiture Trustee’s duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation or defence of any claim, whether or not resulting in any liability, except to the extent that such losses, claims, damages, liabilities, or expenses result from malfeasance, gross negligence or bad faith by the Divestiture Trustee.

[15]  Couche-Tard shall indemnify the Commissioner and hold the Commissioner harmless against any losses, claims, damages, liabilities or expenses arising out of, or in connection with, the performance of the Divestiture Trustee’s duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation or defence of any claim, whether or not resulting in any liability.

[16]  If the Commissioner determines that the Divestiture Trustee has ceased to act or has failed to act diligently, the Commissioner may remove the Divestiture Trustee and appoint a substitute Divestiture Trustee. The provisions of this Agreement respecting the Divestiture Trustee shall apply in the same manner to any substitute Divestiture Trustee.

[17]  Couche-Tard may require the Divestiture Trustee and each of the Divestiture Trustee’s consultants, accountants, legal counsel, investment bankers, business brokers, appraisers, and other representatives and assistants to sign an appropriate confidentiality agreement in a form satisfactory to the Commissioner; provided, however, that such agreement shall not restrict the Divestiture Trustee from providing any information to the Commissioner.

[18]  The Commissioner may require the Divestiture Trustee and each of the Divestiture Trustee’s consultants, accountants, legal counsel, investment bankers, business brokers, appraisers, and other representatives and assistants to sign an appropriate confidentiality agreement relating to materials and information the Divestiture Trustee may receive from the Commissioner in connection with the performance of the Divestiture Trustee’s duties.

[19]  Notwithstanding any term of this Agreement, the rights, powers and duties of the Divestiture Trustee under this Agreement shall not expire until the Divestiture is completed.

IV.  COMMISSIONER APPROVAL OF DIVESTITURE

[20]  In the event that Couche-Tard fails to complete the Divestiture to Parkland in accordance with this Agreement within 10 days of Closing, the Divestiture may proceed only with the prior approval of the Commissioner in accordance with this Part. For greater certainty, if a Divestiture is a notifiable transaction, nothing in this Agreement affects the operation of Part IX of the Act.

[21]  The Divestiture Trustee shall comply with the following process for seeking and obtaining a decision of the Commissioner regarding his approval of a proposed Divestiture:

  1. The Divestiture Trustee shall promptly:
    1. inform the Commissioner of any negotiations with a prospective Purchaser that may lead to a Divestiture; and
    2. forward to the Commissioner copies of any agreements that are signed with a prospective Purchaser, including non-binding expressions of interest.
  2. The Divestiture Trustee shall immediately notify the Commissioner that it intends to enter a Divestiture Agreement with a prospective Purchaser, or has entered into an agreement that, if approved by the Commissioner, will be a Divestiture Agreement within the meaning of this Agreement. If the Divestiture Trustee has entered into or intends to enter into more than one agreement in respect of the same Divestiture Assets, the Divestiture Trustee shall identify the agreement in respect of which it seeks the Commissioner’s approval and the remainder of this Part shall apply only to that agreement unless the Divestiture Trustee designates a substitute agreement.
  3. The notice described in Paragraph [21(b)] shall be in writing and shall include: the identity of the proposed Purchaser; the details of the proposed Divestiture Agreement and any related agreements; and information concerning whether and how the proposed Purchaser would, in the view of the Divestiture Trustee, likely satisfy the terms of this Agreement.
  4. Within 14 days following receipt of the notice described in Paragraph [21(b)], the Commissioner may request additional information concerning the proposed Divestiture from any or all of Couche-Tard, the Monitor, the Hold Separate Manager, the prospective Purchaser and the Divestiture Trustee. These Persons shall each provide any additional information requested from them. When they have provided a complete response to the Commissioner’s request, these Persons shall comply with the following procedures:
    1. the Divestiture Trustee shall provide written confirmation to the Commissioner that the Divestiture Trustee has provided to the Commissioner all additional information requested from the Divestiture Trustee;
    2. the Monitor shall provide written confirmation to the Commissioner that the Monitor has provided to the Commissioner all additional information requested from the Monitor;
    3. an officer or other duly authorized representative of Couche-Tard shall certify that he or she has examined the additional information provided by Couche-Tard in response to the Commissioner’s request and that such information is, to the best of his or her knowledge and belief, correct and complete in all material respects;
    4. an officer or other duly authorized representative of the Hold Separate Manager shall certify that he or she has examined the additional information provided by the Hold Separate Manager in response to the Commissioner’s request and that such information is, to the best of his or her knowledge and belief, correct and complete in all material respects; and
    5. an officer or other duly authorized representative of the prospective Purchaser shall certify that he or she has examined the additional information provided by the prospective Purchaser in response to the Commissioner’s request and that such information is, to the best of his or her knowledge and belief, correct and complete in all material respects.
  5. The date on which the last of the Divestiture Trustee, Couche-Tard, the Monitor, the Hold Separate Manager and the prospective Purchaser provides to the Commissioner a confirmation or certification required under this Paragraph is the “First Reference Date”.
  6. Within 7 days after the First Reference Date, the Commissioner may request further additional information concerning the proposed Divestiture from any or all of the Persons identified in Paragraph [21(d)]. These Persons shall each provide any further additional information requested from them. When they have provided a complete response to the Commissioner’s request, if any, these Persons shall comply with the procedures outlined in Paragraph [21(d)] in regard to the further additional information provided. The date on which the last of the Divestiture Trustee, Couche-Tard, the Monitor, the Hold Separate Manager and the prospective Purchaser provides to the Commissioner a confirmation or certification required under this Paragraph is the “Second Reference Date”.
  7. The Commissioner shall notify the Divestiture Trustee of the approval of, or the objection to, the proposed Divestiture as soon as possible, and in any event within 14 days after the date on which the Commissioner receives the notice described in Paragraph [21(b)] or, if he requests any additional information under Paragraph [21(d)] or further additional information under Paragraph [21(e)], within 14 days after the later of:
    1. the First Reference Date; and
    2. the Second Reference Date, if any.
  8. The Commissioner’s determination as to whether to approve a proposed Divestiture shall be in writing.

[22]   In exercising his discretion to determine whether to approve a proposed Divestiture, the Commissioner shall take into account the likely impact of the Divestiture on competition, and may consider any other factor he considers relevant. Prior to granting his approval, the Commissioner must also be satisfied that:

  1. the proposed Purchaser is fully independent of and operates at arm’s length from Couche-Tard;
  2. Couche-Tard will have no direct or indirect interest in the Divestiture Assets following the Divestiture;
  3. the proposed Purchaser is committed to carrying on the Divested Business;
  4. the proposed Purchaser has the managerial, operational and financial capability to compete effectively in the wholesale supply of fuel to, or retailing of fuel at, those retail gasoline assets listed in Schedules A and B, as applicable; and
  5. the proposed Purchaser will, if the Commissioner grants his approval during the Divestiture Trustee Sale Period, complete the Divestiture during the Divestiture Trustee Sale Period.

V.  PRESERVATION OF DIVESTITURE ASSETS

[23]   In order to preserve the Couche-Tard Divestiture Assets pending completion of the Divestiture and the CST Divestiture Assets pending completion of the Divestiture to Parkland, Couche-Tard shall maintain the economic viability, marketability and competitiveness of the Divestiture Assets and Divested Business, and shall comply with any decision of or direction given by the Monitor that relates to preservation of the Divestiture Assets. Until Closing, Couche-Tard shall make reasonable efforts to ensure that CST preserves the CST Divestiture Assets in a manner consistent with this Part of the Agreement. Without limiting the generality of the foregoing, Couche-Tard shall:

  1. maintain and hold the Couche-Tard Divestiture Assets and CST Divestiture Assets, as applicable, in good condition and repair, normal wear and tear excepted, and to standards that are, in the view of the Monitor, at least equal to those that existed at Closing;
  2. ensure that the management and operation of the Couche-Tard Divesture Assets and CST Divestiture Assets, as applicable, continues in the ordinary course of business and in a manner that is, in the view of the Monitor, reasonably consistent in nature, scope and magnitude with past practices and generally accepted industry practices, and in compliance with all applicable laws;
  3. not knowingly take or allow to be taken any action that, in the view of the Monitor, adversely affects the competitiveness, operations, financial status or value, viability and saleability of the Couche-Tard Divestiture Assets and CST Divestiture Assets, as applicable;
  4. ensure that the Couche-Tard Divestiture Assets and CST Divestiture Assets, as applicable, are not engaged in any type of business other than the type of business conducted as of the date of this Agreement, except with the prior approval of the Monitor and the Commissioner;
  5. maintain all approvals, registrations, consents, licences, permits, waivers, and other authorizations that are, in Monitor’s view subject to consultation with Couche-Tard, advisable for the operation of the Couche-Tard Divestiture Assets and Couche-Tard Divested Business and CST Divestiture Assets and CST Divested Business, as applicable;
  6. take commercially reasonable steps to honour all customer contracts and to maintain quality and service standards for customers of the Couche-Tard Divestiture Assets and CST Divestiture Assets, as applicable, that are, in the view of the Monitor, at least equal to the standards that existed during the fiscal year prior to this Agreement;
  7. not curtail marketing, sales, promotional or other activities of the Couche-Tard Divestiture Assets or Couche-Tard Divested Business and CST Divestiture Assets and CST Divested Business, as applicable, except with the prior approval of the Monitor;
  8. not alter, or cause to be altered, the management of the Couche-Tard Divestiture Assets and CST Divestiture Assets, as applicable, as it existed during the fiscal year prior to the date of this Agreement, except with the prior approval of the Monitor;
  9. not terminate or alter any employment, salary or benefit agreements, as they existed at the date of this Agreement, for Persons employed in connection with the Couche-Tard Divestiture Assets and CST Divestiture Assets, as applicable, without the prior approval of the Monitor;
  10. ensure that the Couche-Tard Divestiture Assets and CST Divestiture Assets, as applicable, are staffed with sufficient employees to ensure their viability and competitiveness, including by replacing any departing employees with other qualified employees provided that the Monitor has approved both the qualifications and the need for such replacement employees;
  11. maintain inventory levels and payment terms consistent with the practices of Couche-Tard or CST, as applicable, that existed, with respect to the Couche-Tard Divestiture Assets and CST Divestiture Assets, as applicable, during the fiscal year prior to the date of this Agreement; and
  12. maintain in accordance with Canadian generally accepted accounting principles, separate and adequate financial ledger books and records of material financial information with respect to the Couche-Tard Divestiture Assets and the Couche-Tard Divested Business and CST Divestiture Assets and CST Divested Business, as applicable.

[24]  Pending completion of the Divestiture, Couche-Tard shall not, without the Commissioner’s prior written approval:

  1. create any new encumbrances on the Couche-Tard Divestiture Assets or Couche-Tard Divested Business and CST Divestiture Assets or CST Divested Business, as applicable, other than ordinary course obligations that are not due or delinquent;
  2. enter into, withdraw from, amend or otherwise take steps to alter any obligations in material contracts relating to the Couche-Tard Divestiture Assets or Couche-Tard Divested Business and CST Divestiture Assets or CST Divested Business, as applicable, except as necessary to comply with this Agreement; or
  3. make any material changes to the Couche-Tard Divestiture Assets or CST Divested Business and CST Divestiture Assets or CST Divested Business, as applicable, except as required to comply with this Agreement.

[25]  Couche-Tard shall provide sufficient financial resources, including general funds, capital funds, working capital and reimbursement for any operating, capital or other losses, to maintain the Couche-Tard Divestiture Assets and CST Divestiture Assets, as applicable, in accordance with this Part. If the Monitor believes that Couche-Tard has not provided, is not providing or will not provide sufficient financial and other resources under this Part, the Monitor shall forthwith refer the matter to the Commissioner, who shall make a final determination respecting the financial and other resources that Couche-Tard must provide. Couche-Tard shall comply with any determination made by the Commissioner on this issue.

VI.  HOLD SEPARATE

[26]  During the Hold Separate Period, Couche-Tard shall:

  1. hold the Hold Separate Assets separate, apart and independent of Couche-Tard and shall confer on the Hold Separate Manager all rights and powers necessary to conduct the business of the Hold Separate Assets;
  2. not exercise direction or control over, or influence directly or indirectly, the Hold Separate Assets or the Hold Separate Manager; and
  3. take no action that interferes with or impedes, directly or indirectly, the Hold Separate Manager’s duties and responsibilities.

[27]  Prior to or at the commencement of the Hold Separate Period, the Commissioner shall appoint a Hold Separate Manager, responsible for managing and operating the Hold Separate Assets independently of Couche-Tard during the Hold Separate Period.

[28]   Within 5 Business Days after the appointment of the Hold Separate Manager, Couche-Tard shall submit to the Commissioner for approval the terms of a proposed Management Agreement with the Hold Separate Manager and the Commissioner that confers on the Hold Separate Manager all rights and powers necessary to permit the Hold Separate Manager to manage and operate the Hold Separate Assets independently of Couche-Tard during the Hold Separate Period in accordance with this Agreement.

[29]  Within 5 Business Days after receipt of the proposed Management Agreement referred to in Section [28], the Commissioner shall advise Couche-Tard whether or not he approves the terms of the proposed Management Agreement. If the Commissioner does not approve the terms of the proposed Management Agreement, he shall prescribe alternative terms for the Management Agreement that Couche-Tard shall incorporate into a final Management Agreement with the Hold Separate Manager and the Commissioner.

[30]  Without limiting the Commissioner’s discretion to require additional terms, Couche-Tard consents to the following terms and conditions regarding the Hold Separate Manager’s rights, powers and duties, and shall include such terms in the Management Agreement:

  1. The Hold Separate Manager shall report solely and exclusively to the Monitor.
  2. The Hold Separate Manager shall not have any involvement with, or receive any Confidential Information respecting, the businesses or assets of Couche-Tard other than in respect of the Hold Separate Assets.
  3. Subject to the oversight of the Monitor, the Hold Separate Manager shall manage and maintain the operation of the Hold Separate Assets independently and separately from Couche-Tard, in the regular and ordinary course of business and in accordance with past practice, and shall use commercially reasonable efforts to ensure the ongoing economic viability, marketability and competitiveness of the Hold Separate Assets.
  4. Without limiting the generality of Paragraph [30(c)] above, the Hold Separate Manager shall:
    1. maintain and hold the Hold Separate Assets in good condition and repair, normal wear and tear excepted, and to standards at least equal to those that existed prior to the date of this Agreement;
    2. take all commercially reasonable steps to honour all customer contracts and to maintain quality and service standards for customers of the Hold Separate Assets at least equal to those that existed prior to the date of this Agreement;
    3. not knowingly take or allow to be taken any action that adversely affects the competitiveness, operations, financial status or value of the Hold Separate Assets;
    4. not alter or cause to be altered, to any material extent, the management of the Hold Separate Assets as it existed prior to the date of this Agreement, except with the prior approval of the Monitor;
    5. not terminate or alter any employment, salary or benefit agreements, as they existed at the date of this Agreement, for Persons employed in connection with the Hold Separate Assets, except with the prior approval of the Monitor;
    6. ensure that the Hold Separate Assets are staffed with sufficient employees to ensure their viability and competitiveness, including by replacing any departing employees with other qualified employees subject to the prior approval of the Monitor; and
    7. maintain inventory levels and payment terms consistent with the practices of CST that existed, with respect to the Hold Separate Assets, prior to the date of this Agreement.
  5. Couche-Tard shall provide sufficient financial resources, including general funds, capital funds, working capital and reimbursement for any operating, capital or other losses, to permit the Hold Separate Manager to comply with its obligations under this Section. The Hold Separate Manager, subject to the prior approval of the Monitor, may request funds at any time, and Couche-Tard shall comply with any such request. If the Monitor believes that Couche-Tard has not provided, is not providing or will not provide sufficient financial and other resources under this Paragraph, the Monitor shall forthwith refer the matter to the Commissioner, who shall make a final determination respecting the financial and other resources that Couche-Tard must provide. Couche-Tard shall comply with any determination made by the Commissioner on this issue.
  6. The Hold Separate Manager shall have no financial interests affected by Couche-Tard’s revenues, profits or profit margins, except that Couche-Tard shall provide to the Hold Separate Manager reasonable incentives to undertake this position. The Monitor shall determine the type and value of such incentives, which shall include continuation of all employee benefits, and such additional incentives as the Monitor determines may be necessary to assure the continuation and prevent any diminution of the viability, marketability and competitiveness of the Hold Separate Assets.
  7. In addition to those Persons employed in connection with the Hold Separate Assets on the Closing Date, the Hold Separate Manager may employ such other Persons as the Monitor believes are necessary to assist the Hold Separate Manager in managing and operating the Hold Separate Assets.
  8. Subject to any legally recognized privilege, the Hold Separate Manager shall provide to the Monitor full and complete access to all personnel, Records, information (including Confidential Information) and facilities relevant to monitoring Couche-Tard’s compliance with this Agreement.
  9. The Hold Separate Manager shall fully and promptly respond to all requests from the Monitor and shall provide all information the Monitor may request.

[31]  Couche-Tard shall be responsible for all reasonable fees and expenses properly charged or incurred by the Hold Separate Manager in the course of carrying out the Hold Separate Manager’s duties under this Agreement. The Hold Separate Manager shall serve without bond or security, and shall account for all fees and expenses incurred. Couche-Tard shall pay all reasonable invoices submitted by the Hold Separate Manager within 30 days after receipt and, without limiting this obligation, Couche-Tard shall comply with any agreement it reaches with the Hold Separate Manager regarding interest on late payments. In the event of any dispute: (i) such invoice shall be subject to the approval of the Commissioner; and (ii) Couche-Tard shall promptly pay any invoice approved by the Commissioner.

[32]  Couche-Tard shall indemnify the Hold Separate Manager and hold the Hold Separate Manager harmless against any losses, claims, damages, liabilities or expenses arising out of, or in connection with, the performance of the Hold Separate Manager's duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation or defence of any claim, whether or not resulting in any liability, except to the extent that such losses, claims, damages, liabilities, or expenses result from malfeasance, gross negligence or bad faith by the Hold Separate Manager.

[33]  If the Commissioner determines that the Hold Separate Manager has ceased to act or has failed to act diligently, the Commissioner may remove the Hold Separate Manager and appoint a substitute Hold Separate Manager. The provisions of this Agreement respecting the Hold Separate Manager shall apply in the same manner to any substitute Hold Separate Manager.

[34]  Couche-Tard and the Hold Separate Manager shall jointly implement, and at all times during the Hold Separate Period maintain in operation, a system, as approved by the Monitor in consultation with the Commissioner of access and data controls to prevent unauthorized access to or dissemination of Confidential Information. The system shall include the following protocols:

  1. The Monitor shall review all proposed communications between the Hold Separate Manager and Couche-Tard before such communications occur.
  2. Couche-Tard’s Continuing Employees shall not receive, have access to or use any Confidential Information respecting the Hold Separate Assets. If any of Couche-Tard’s Continuing Employees possesses Confidential Information respecting the Hold Separate Assets as of the date of this Agreement, such Person shall, within 5 Business Days following appointment of the Hold Separate Manager, (i) deliver any Records containing such Confidential Information to the Hold Separate Manager (or, at the Hold Separate Manager’s option, destroy such Records) and a signed statement confirming that he or she is no longer in possession of any Records containing Confidential Information respecting the Hold Separate Assets; and (ii) submit to the Monitor a signed statement confirming that he or she undertakes not to share any Confidential Information respecting the Hold Separate Assets with any of Couche-Tard’s Continuing Employees.
  3. Notwithstanding Paragraph [34(b)], Designated Personnel of Couche-Tard may receive aggregate financial and operational information relating to the Hold Separate Assets only to the extent necessary to comply with securities laws, prepare financial and regulatory reports, tax returns, administer employee benefits, defend litigation and comply with this Agreement. Any such information shall be: (i) reviewed by the Monitor prior to its receipt by any Designated Personnel; (ii) maintained in a separate confidential file that is accessible only to the Designated Personnel; and (iii) used only for the purposes set forth in this Section.
  4. Notwithstanding Paragraph [34(b)], where the Hold Separate Manager requests Support Services, Support Services Employees may receive Confidential Information relating to the Hold Separate Assets only to the extent necessary to provide such requested Support Services. Any such information shall be: (i) reviewed by the Monitor prior to its receipt by any Support Services Employees; (ii) maintained in a separate confidential file that is accessible only to the Support Services Employees or the Support Services Employees engaged in the provision of the requested Support Services; and (iii) used only for the purposes set forth in this Section.
  5. Neither the Hold Separate Manager nor any Hold Separate Employee shall receive, have access to or use any Confidential Information relating to Couche-Tard’s businesses other than the Hold Separate Assets.

VII.  THIRD PARTY CONSENTS

[35]  It shall be a condition in any Divestiture Agreement (whether negotiated by Couche-Tard or by the Divestiture Trustee) that Couche-Tard shall, as a condition of closing, obtain any consents and waivers from Third Parties that are necessary to permit the assignment to, and assumption by, a Purchaser of all material contracts, approvals and authorizations relating to the Divestiture Assets; provided, however, that Couche-Tard may satisfy this requirement by certifying that the Purchaser has executed agreements directly with one or more Third Parties which make such assignment and assumption unnecessary. Couche-Tard has certified that it has provided the Commissioner with detailed information relating to any concerns communicated to Couche-Tard by Third Parties who may be directly affected by this Agreement and shall continue to provide notice of any such concerns and detailed information relating thereto pending completion of the Divestiture.

VIII.  CONFIDENTIALITY OBLIGATIONS

[36]  Couche-Tard shall ensure that Confidential Information in its possession, power and control relating to the CST Divestiture Assets and CST Divested Business is not communicated to employees of Couche-Tard except with the prior approval of the Monitor where such information must be communicated for the purpose of providing the services set out in the Transitional Services Agreements.

[37]  Couche-Tard shall ensure that Confidential Information in its possession, power or control that is confidential to Couche-Tard, including the volume and price of fuel supplied to Couche-Tard under the Transitional Services Agreements, is not communicated to employees of Parkland except with the prior approval of the Monitor where such information must be communicated for the purpose of providing the services as set out in the Transitional Services Agreements.

IX.  TRANSITIONAL SUPPORT ARRANGEMENTS

[38]  Couche-Tard shall provide to Purchaser the transitional services in accordance with the terms of the Transitional Services Agreements.

X.  EMPLOYEES

[39]  Couche-Tard, the Divestiture Trustee (during the Divestiture Trustee Sale Period) and the Hold Separate Manager (for the Hold Separate Employees) shall provide to any prospective Purchaser, the Commissioner and the Monitor information relating to the employees whose responsibilities involve the operation of the Divestiture Assets (including the Hold Separate Assets), to enable such Purchaser to make decisions regarding offers of employment to such employees. The Monitor shall review the information provided to ensure that it is sufficient to enable the Purchaser to make such decisions.

[40]  Couche-Tard shall:

  1. not interfere, directly or indirectly, with any negotiations by a Purchaser to employ any employees whose responsibilities involve the operation of the Divestiture Assets;
  2. not offer any incentive to such employees to decline employment with the Purchaser or to accept other employment with Couche-Tard;
  3. remove any impediment that may deter such employees from accepting employment with the Purchaser;
  4. waive any non-compete or confidentiality provisions of employment or other contracts that could impair the ability of such employees to be employed by the Purchaser; and
  5. pay or transfer to or maintain for the employees subsequently employed by the Purchaser all current and accrued bonuses, pensions and other current and accrued benefits to which such employees would otherwise have been entitled had they remained in the employment of Couche-Tard.

[41]  For a period of one year following completion of the Divestiture, Couche-Tard shall not, without the prior written consent of the Commissioner, directly or indirectly solicit or employ any Persons employed in connection with the Divestiture Assets who has accepted an offer of employment with the Purchaser unless such Person’s employment has been terminated by the Purchaser. This Section does not apply in respect of any Person who responds to a general solicitation or advertisement not specifically directed at such Person or employees employed in connection with the Divestiture Assets.

XI.  FAILURE OF DIVESTITURE TRUSTEE SALE

[42]  If, by the end of the Divestiture Trustee Sale Period, the Divestiture has not been completed, or if the Commissioner is of the opinion that the Divestiture likely will not be completed prior to the end of the Divestiture Trustee Sale Period, the Commissioner may apply to the Tribunal, at his election, for either (i) such order as is necessary to complete the Divestiture; or (ii) such order as is necessary to ensure that the Transaction is not likely to prevent or lessen competition substantially.

XII.  MONITOR

[43]  The Commissioner shall appoint Ernst & Young Orenda Corporate Finance Inc as a Monitor, responsible for monitoring compliance by Couche-Tard with this Agreement. Such appointment may occur at any time following the signature of this Agreement. A reference in this Agreement to specific monitoring functions or tasks that are to be undertaken by the Monitor shall in no way detract from the Monitor’s general right, power and duty to monitor all aspects of Couche-Tard’s compliance with this Agreement.

[44]  Within 5 Business Days after the appointment of the Monitor, Couche-Tard shall submit to the Commissioner for approval the terms of a proposed Monitor Agreement with the Monitor and the Commissioner that confers on the Monitor all rights and powers necessary to permit the Monitor to monitor compliance by Couche-Tard with this Agreement.

[45]  Within 5 Business Days after receipt of the proposed Monitor Agreement referred to in Section [44], the Commissioner shall advise Couche-Tard whether or not he approves the terms of the proposed Monitor Agreement. If the Commissioner does not approve the terms of the proposed Monitor Agreement, he shall prescribe alternative terms for the Monitor Agreement that Couche-Tard shall incorporate into a final Monitor Agreement with the Monitor and the Commissioner.

[46]  Couche-Tard consents to the following terms and conditions regarding the Monitor’s rights, powers and duties and shall include such terms in the Monitor Agreement:

  1. The Monitor shall have the power and authority to monitor Couche-Tard’s compliance with this Agreement, and shall exercise such power and authority and carry out the duties and responsibilities of the Monitor in a manner consistent with the purposes of this Agreement and in consultation with the Commissioner.
  2. The Monitor shall have the authority to employ, at the expense of Couche-Tard, such consultants, accountants, legal counsel and other representatives and assistants as the Monitor believes are necessary to carry out the Monitor’s duties and responsibilities.
  3. The Monitor shall have no obligation or authority to operate or maintain the Divestiture Assets or Hold Separate Assets.
  4. The Monitor shall act for the sole benefit of the Commissioner, maintain all confidences and avoid any conflict of interest.
  5. The Monitor shall have no duties of good faith, of a fiduciary nature, or otherwise, to Couche-Tard.
  6. The Monitor shall provide to the Commissioner every 30 days after the date of the Monitor’s appointment until the Divestiture is complete and thereafter annually on or before the anniversary of the Divestiture, a written report concerning performance by Couche-Tard of its obligations under this Agreement. The Monitor shall, within 3 Business Days, respond to any request by the Commissioner for additional information regarding Couche-Tard’s compliance.

[47]   Subject to any legally recognized privilege, Couche-Tard shall provide to the Monitor full and complete access to all personnel, Records, information (including Confidential Information) and facilities relevant to monitoring Couche-Tard’s compliance with this Agreement.

[48]   Couche-Tard shall take no action that interferes with or impedes, directly or indirectly, the Monitor’s efforts to monitor Couche-Tard’s compliance with this Agreement.

[49]   Couche-Tard shall fully and promptly respond to all requests from the Monitor and shall provide all information the Monitor may request relevant to monitoring Couche-Tard’s compliance with this Agreement. Couche-Tard shall identify an individual who shall have primary responsibility for fully and promptly responding to such requests from the Monitor on behalf of Couche-Tard.

[50]  Couche-Tard may require the Monitor and each of the Monitor’s consultants, accountants, legal counsel and other representatives and assistants to sign an appropriate confidentiality agreement in a form satisfactory to the Commissioner; provided, however, that such agreement shall not restrict the Monitor from providing any information to the Commissioner.

[51]  The Commissioner may require the Monitor and each of the Monitor’s consultants, accountants, legal counsel and other representatives and assistants to sign an appropriate confidentiality agreement relating to materials and information the Monitor may receive from the Commissioner in connection with the performance of the Monitor’s duties.

[52]  Couche-Tard shall be responsible for all reasonable fees and expenses properly charged or incurred by the Monitor in the course of carrying out the Monitor’s duties under this Agreement. The Monitor shall serve without bond or security, and shall account for all fees and expenses incurred. Couche-Tard shall pay all reasonable invoices submitted by the Monitor within 30 days after receipt and, without limiting this obligation, Couche-Tard shall comply with any agreement it reaches with the Monitor regarding interest on late payments. In the event of any dispute: (i) such invoice shall be subject to the approval of the Commissioner; and (ii) Couche-Tard shall promptly pay any invoice approved by the Commissioner. Any outstanding monies owed to the Monitor by Couche-Tard shall be paid out of the proceeds of the Divestiture.

[53]  Couche-Tard shall indemnify the Monitor and hold the Monitor harmless against any losses, claims, damages, liabilities or expenses arising out of, or in connection with, the performance of the Monitor’s duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation or defence of any claim, whether or not resulting in any liability, except to the extent that such losses, claims, damages, liabilities, or expenses result from malfeasance, gross negligence or bad faith by the Monitor.

[54]  If the Commissioner determines that the Monitor has ceased to act or has failed to act diligently, the Commissioner may remove the Monitor and appoint a substitute Monitor. The provisions of this Agreement respecting the Monitor shall apply in the same manner to any substitute Monitor.

[55]  The Monitor shall serve for such time as is necessary to monitor Couche-Tard’s compliance with this Agreement.

XIII.  COMPLIANCE

[56]   Within 5 Business Days after the Closing Date, Couche-Tard shall provide written confirmation to the Commissioner of the date on which the Transaction was completed.

[57]   Couche-Tard shall provide a copy of this Agreement to each of its own and its Affiliates’ directors, officers, employees and agents having managerial responsibility for any obligations under this Agreement, within 3 Business Days after the date of registration of this Agreement. Couche-Tard shall ensure that its directors, officers, employees and agents with responsibility for any obligations under this Agreement receive sufficient training respecting Couche-Tard’s responsibilities and duties under this Agreement, and the steps that such individuals must take in order to comply with this Agreement.

[58]   Couche-Tard shall not, for a period of 10 years after the date when the Divestiture is completed, directly or indirectly acquire any interest in the Divestiture Assets without the prior written approval of the Commissioner.

[59]   For a period of 2 years after the date when the Divestiture is completed, Couche-Tard shall not, without providing advance written notification to the Commissioner in the manner described in this Section, directly or indirectly:

  1. acquire any assets or shares of, or any other interest in any business that supplies gasoline to retail customers in any Divestiture Area; or,
  2. consummate any merger or other combination relating to any business that supplies gasoline to retail customers in any Divestiture Area.

If a transaction described in (a) or (b) is one for which notice is not required under section 114 of the Act, Couche-Tard shall supply to the Commissioner the information described in section 16 of the Notifiable Transactions Regulations at least 30 days before completing such transaction. Couche-Tard shall certify such information in the same manner as would be required if section 118 of the Act applied. The Commissioner may accept a competitive impact brief from Couche-Tard instead of such information. The Commissioner may, within 30 days after receiving the information described in this Section, request that Couche-Tard supply additional information that is relevant to the Commissioner’s assessment of the transaction. In the event that the Commissioner issues such a request for additional information, Couche-Tard shall supply information to the Commissioner in the form specified by the Commissioner and shall not complete such transaction until at least 30 days after Couche-Tard has supplied all such requested information in the form specified by the Commissioner.

[60]  Six months after the date of registration of this Agreement and annually for the next 5 years on the six month anniversary of the date of registration, and at such other times as the Commissioner may require, Couche-Tard shall file an affidavit or certificate, substantially in the form of Schedule [F] to this Agreement, certifying its compliance with Parts [VII], [VIII], [IX], [X] and [XIII] of this Agreement and setting out the following information in detail:

  1. the steps taken to ensure compliance;
  2. the controls in place to verify compliance; and
  3. the names and titles of employees who have oversight of compliance.

[61]   If any of Couche-Tard, the Hold Separate Manager, the Divestiture Trustee or the Monitor becomes aware that there has been a breach or possible breach of any of the terms of this Agreement, such Person shall, within 5 Business Days after becoming aware of the breach or possible breach, notify the Commissioner thereof, and shall provide details sufficient to describe the nature, date and effect (actual and anticipated) of the breach or possible breach, provided that notification of a possible breach is not required if such Person determines within those 5 Business Days that it could not reasonably be considered a breach of any of the terms of this Agreement. Couche-Tard shall provide confirmation of its compliance with this provision in all affidavits and certificates of compliance filed with the Commissioner pursuant to Section [60] of this Agreement.

[62]  Couche-Tard shall notify the Commissioner at least 30 days prior to:

  1. any proposed dissolution of Couche-Tard; or
  2. any other change in Couche-Tard if such change may affect compliance obligations arising out of this Agreement including, but not limited to, a reorganization, material acquisition, disposition or transfer of assets, or any fundamental change for purposes of Couche-Tard’s incorporating statute.

[63]  [For the period commencing when this Agreement is registered and ending 10 years after the Divestiture is completed, for purposes of determining or securing compliance with this Agreement, and subject to any legally recognized privilege, Couche-Tard shall, upon written request given at least 5 Business Days in advance to Couche-Tard, permit any authorized representative(s) of the Commissioner, without restraint or interference:

  1. to access, during regular office hours of Couche-Tard on any Business Day(s), all facilities and to inspect and copy all Records in the possession or control of Couche-Tard related to compliance with this Agreement, which copying services shall be provided by Couche-Tard at its expense; and
  2. to interview such officers, directors or employees of Couche-Tard as the Commissioner requests regarding such matters.

XIV.  DURATION

[64]  This Agreement shall become effective on the date when it is registered, and shall remain in effect for 10 years following the Divestiture, except that:

  1. Parts [II, III, IV, V and VI] of this Agreement shall be effective only until the Divestiture is completed; and,
  2. Part [IX] of this Agreement shall be effective only until the Transitional Services Agreements are terminated; and
  3. Part [VIII] of this Agreement shall be effective only until 5 years after the Divestiture is completed.

XV.  NOTICES

[65]  A notice or other communication required or permitted to be given under this Agreement is valid if it is:

  1. in writing and delivered by personal delivery, registered mail, courier service, facsimile or electronic mail; and
  2. addressed to the receiving party at the address(es) listed below, or to any other address designated by the receiving party in accordance with this Section.

if to the Commissioner:

Commissioner of Competition
Competition Bureau Canada
Place du Portage, 21st Floor
50 Victoria Street, Phase I
Gatineau, Quebec K1A 0C9

Attention: Commissioner of Competition

Fax: (819) 953-5013

Email address: ic.avisdefusionmergernotification.ic@canada.ca

with a copy to:

Executive Director and Senior General Counsel

Competition Bureau Legal Services

Department of Justice

Place du Portage, 22nd Floor

50 Victoria Street, Phase I

Gatineau, Quebec K1A 0C9

Fax: (819) 953-9267

Email address: ic.cb_lsu_senior_general_counsel-avocat_general_principal_usj_bc.ic@canada.ca

if to Couche-Tard:

Couche-Tard Inc.

4204 Boulevard Industriel

Laval, Quebec H7L 0E3

Attention: Senior Director, Legal Affairs and Corporate Secretary

Fax: (450) 662-6633

Email address: sylvain.aubry@couche-tard.com.

with a copy to:

George Addy

Davies Ward Phillips & Vineberg LLP

155 Wellington Street West

Toronto, Ontario M5V 3J7

Fax: (416) 863-0871

Email address: gaddy@dwpv.com

[66]  A notice or other communication under this Agreement is effective on the day that it is received by the receiving party and is deemed to have been received as follows:

  1. if it is delivered in person, by registered mail or by courier, upon receipt as indicated by the date on the signed receipt;
  2. if it is delivered by facsimile, upon receipt as indicated by the time and date on the facsimile confirmation slip; or
  3. if it is delivered by electronic mail, when the recipient, by an email sent to the email address for the sender stated in this Section or by a notice delivered by another method in accordance with this Section, acknowledges having received that email, with an automatic “read receipt” not constituting acknowledgment of an email for purposes of this Section.

If a notice or other communication is received after 5:00 p.m. local time, or on a day that is not a Business Day, it shall be deemed to have been received on the next Business Day.

[67]  Notwithstanding Sections [65] and [66], a notice or other communication that is not communicated in accordance with Sections [65] and [66] is valid if a representative of the party to this Agreement that is the recipient of such communication confirms the receipt of such communication and does not, at the time of such confirmation, request that it be delivered differently.

XVI.  GENERAL

[68]  In this Agreement:

  1. Number and Gender – Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.
  2. Time Periods – Computation of time periods shall be in accordance with the Interpretation Act, R.S.C. 1985, c. I-21, and the definition of “holiday” in the Interpretation Act shall include Saturday.

[69]  The Commissioner shall file this Agreement with the Tribunal for registration in accordance with section 105 of the Act. Couche-Tard hereby consents to such registration. Following the filing of this Agreement, the Commissioner shall promptly issue a letter to Couche-Tard indicating that, subject to the implementation of this Agreement, the Commissioner does not intend to make an application under section 92 of the Act in respect of the Transaction.

[70]  Information in Confidential Schedule E shall be made public upon the completion of the Divestiture.

[71]  The Commissioner may, after informing Couche-Tard, extend any of the time periods contemplated by this Agreement other than Sections [58], [59] and [64]. If any time period is extended, the Commissioner shall promptly notify Couche-Tard of the revised time period.

[72]  Nothing in this Agreement precludes Couche-Tard or the Commissioner from bringing an application under section 106 of the Act. Couche-Tard will not, for the purposes of this Agreement, including execution, registration, enforcement, variation or rescission, contest the Commissioner’s conclusions that: (i) the Transaction is likely to result in a substantial lessening and/or prevention of competition in the supply of gasoline to retail customers in certain local markets in Quebec, Ontario, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland and Labrador; and (ii) the implementation of this Agreement is necessary to ensure that any substantial lessening and/or prevention of competition will not result from the Transaction.

[73]  Couche-Tard attorns to the jurisdiction of the Tribunal for the purposes of this Agreement and any proceeding initiated by the Commissioner relating to this Agreement.

[74]  This Agreement constitutes the entire agreement between the Commissioner and Couche-Tard, and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, with respect to the subject matter hereof.

[75]  This Agreement shall be governed by and interpreted in accordance with the laws of Ontario and the laws of Canada applicable therein, without applying any otherwise applicable conflict of law rules.

[76]  In the event of a dispute regarding compliance with or the interpretation, implementation or application of this Agreement, the Commissioner or Couche-Tard may apply to the Tribunal for directions or an order. In the event of any discrepancy between the English language version of this Agreement and the French language version of this Agreement, the English language version of this Agreement shall prevail. In no event shall any dispute suspend the Divestiture Trustee Sale Period.

[77]  This Agreement may be executed in two or more counterparts, each of which shall be an original instrument, but all of which shall constitute one and the same Agreement.

The undersigned hereby agree to the filing of this Agreement with the Tribunal for registration.

DATED this 27th day of June, 2017

COMMISSIONER OF COMPETITION

Name:

John Pecman

Title:

Commissioner of Competition

ALIMENTATION COUCHE-TARD

I/We have authority to bind the corporation

Name:

Sylvain Aubry

Title:

Senior Director, Legal Affairs and Corporate Secretary

SCHEDULE A

COUCHE-TARD DIVESTITURE ASSETS

CT/CST Transaction - Stations in Schedule “A”

CT

Station ID

Station Type

Address

Municipality

Province

162

Corporate

379, Montée GGGGggGGagnon

Bois-des-Filions

Quebec

SCHEDULE B

CST DIVESTITURE ASSETS

CT/CST Transaction - Stations in Schedule “B”

CST

Station ID

Station Type

Address

Municipality

Province

CST Corporate Stations

79

Corporate

85 Madawaska Blvd

Arnprior

Ontario

26126

Corporate

3199 Hawthorne Road

Ottawa

Ontario

26313

Corporate

2268 Rutherford Rd

Vaughan

Ontario

26314

Corporate

90, Mapleview Dr E.

Barrie

Ontario

26325

Corporate

15255 Leslie Street

AURORA

Ontario

32663

Corporate

480 Hazeldean Road

Ottawa (Kanata)

Ontario

32693

Corporate

2303, Highway 11 South

Gravenhurst

Ontario

32800

Corporate

2316 Finch Avenue West

Toronto

Ontario

32817

Corporate

401 March Road

Ottawa

Ontario

32

Corporate

4915 boul. Guillaume-Couture

Lévis

Quebec

55

Corporate

772, boulevard St-Joseph

Gatineau (Hull)

Quebec

218

Corporate

1089, boul. Queen Victoria

Sherbrooke

Quebec

247

Corporate

6655, boul. Métropolitain est

Montréal (St-Léonard)

Quebec

260

Corporate

5300, boulevard Cousineau

Longueuil (St-Hubert)

Quebec

319

Corporate

6318, boulevard Ste-Anne

L'Ange-Gardien

Quebec

385

Corporate

1080, boul. Wilfrid-Hamel

Québec (Vanier)

Quebec

652

Corporate

3817, boulevard Harvey

Saguenay

Quebec

 

CST

Station ID

Station Type

Address

Municipality

Province

939

Corporate

3090, Ste-Marie

Mascouche

Quebec

945

Corporate

1716, boul. Des Laurentides

Laval

Quebec

3098

Corporate

5600, rue Jean XXIII

Trois-Rivières

Quebec

3227

Corporate

253, rue St-René ouest

Gatineau

Quebec

3277

Corporate

2015, Boulevard Ste-Marie

Salaberry-de-Valleyfield

Quebec

24225

Corporate

105, Route 139

St-Alphonse de Granby

Quebec

24266

Corporate

1550, ave Papineau

Montréal

Quebec

24272

Corporate

975, rue Marcel-Laurin

Montréal (St-Laurent)

Quebec

24293

Corporate

421, King Est

Sherbrooke

Quebec

24405

Corporate

12651, rue Sherbrooke est

Montréal

Quebec

24451

Corporate

1031, boul. Pie XI sud Case

Québec (Val Bélair)

Quebec

25710

Corporate

432, rue Ste-Geneviève

Saguenay (Chicoutimi)

Quebec

25824

Corporate

1001, chemin de Masson

Gatineau (Masson-Angers)

Quebec

26096

Corporate

425, Marais

Québec (Vanier)

Quebec

26135

Corporate

7975, boul. Grande-Allée

Brossard

Quebec

26252

Corporate

1655, boul Alphonse-Desjardins

Lévis

Quebec

26305

Corporate

1450 Boulevard Saint-Laurent e

Louiseville

Quebec

26310

Corporate

2461 Boul Henry-Ford

Vaudreuil

Quebec

26312

Corporate

2900 rue Étienne-Lenoir

Laval

Quebec

26329

Corporate

4205, rue King Ouest

Sherbrooke

Quebec

26331

Corporate

126, route 235 RR2

Ange-Gardien

Quebec

26345

Corporate

1050 RUE VICTORIA

Longueuil (Ville Lemoyne)

Quebec

26350

Corporate

6050 Louis-H-Lafontaine

Montréal

Quebec

 

CST

Station ID

Station Type

Address

Municipality

Province

26352

Corporate

2350, Chemin Gascon

Terrebonne

Quebec

26361

Corporate

4459 Route Fossambault

Ste-Catherine-de-la-J-Cartier

Quebec

26363

Corporate

49, Route 138 Est

Forestville

Quebec

26364

Corporate

591 boul. des Grives

Gatineau

Quebec

26377

Corporate

1860, av. Industrielle

Québec

Quebec

34100

Corporate

104, ch. de la Grande-Côte

Boisbriand

Quebec

34132

Corporate

855, boul. de la Grande-Allée

Boisbriand

Quebec

34134

Corporate

46, St-Pierre

St-Constant

Quebec

34138

Corporate

1910, chemin du Fer à Cheval

Ste-Julie

Quebec

34140

Corporate

100, Grand Boulevard

Ile Perrot

Quebec

34146

Corporate

1090, Iberville

Repentigny

Quebec

34148

Corporate

900, boul. Thibeau

Trois-Rivières (Cap de la M.)

Quebec

34527

Corporate

218, boul. Ste-Anne

Ste-Anne-des-Plaines

Quebec

34920

Corporate

1371, rue Grande Allée

Terrebonne (Lachenaie)

Quebec

36106

Corporate

3375, rue Bergerac

Brossard

Quebec

36112

Corporate

3335, Boul. Des Sources

Dollard-Des-Ormeaux

Quebec

36135

Corporate

9815, rue Lajeunesse

Montréal

Quebec

36141

Corporate

5455, boulevard Décarie

Montréal

Quebec

36146

Corporate

6690, chemin Côte St-Luc

Montréal

Quebec

36152

Corporate

4090, rue Bélanger Est

Montréal

Quebec

36155

Corporate

9335, boulevard L'Ormière

Québec

Quebec

36168

Corporate

888, rue Montarville

St-Bruno-de-Montarville

Quebec

36172

Corporate

4949, boulevard Gaétan-Boucher

Longueuil (St-Hubert)

Quebec

 

CST

Station ID

Station Type

Address

Municipality

Province

36187

Corporate

7701, rue Roi-René

Montréal (Anjou)

Quebec

36903

Corporate

2131, Boul. Des Laurentides

Laval

Quebec

36908

Corporate

255-2, rue De Martigny

St-Jérôme

Quebec

41301

Corporate

5, rue Grande Ile

Salaberry-de-Valleyfield

Quebec

41912

Corporate

5885, rue De Lorimier

Montréal

Quebec

41954

Corporate

10741, rue Pie IX

Montréal (Montréal-Nord)

Quebec

50010

Corporate

700, Montée Paiement

Gatineau

Quebec

26387

Corporate

2500, rue Sherbrooke Est

Montréal

Quebec

26384

Corporate

2439 Blvd. Ste-Sophie

Ste-Sophie

Quebec

26401

Corporate

3405, boulevard Grande Allée

Longueuil

Quebec

10002

Corporate

16280 Hwy 103, RR 4

Hebbs Cross-Bridgewater

Nova Scotia

11011

Corporate

1830 St. Margaret's Bay Road

H.R.M.(Timberlea)

Nova Scotia

11012

Corporate

11 Park Street

Kentville

Nova Scotia

11017

Corporate

2283 Sydney Road

C.B.R.M. (Reserve Mines)

Nova Scotia

11025

Corporate

553 Central Ave.

Greenwood

Nova Scotia

11034

Corporate

705 Reeves Street

Port Hawkesbury

Nova Scotia

11042

Corporate

15029 Highway 3 RR #3

Hebbville

Nova Scotia

11048

Corporate

2816 Gottingen St.

H.R.M. (Halifax)

Nova Scotia

12595

Corporate

232 Wentworth Road PO BOX 3549

Windsor

Nova Scotia

12622

Corporate

640 Windmill Road

H.R.M. (Dartmouth)

Nova Scotia

12660

Corporate

137 Bristol Avenue

Liverpool

Nova Scotia

22440

Corporate

13 Blower St.

C.B.R.M. (North Sydney)

Nova Scotia

22569

Corporate

9138 Commercial St.

New Minas

Nova Scotia

 

CST

Station ID

Station Type

Address

Municipality

Province

22594

Corporate

449 Hwy 303

Conway, Digby County

Nova Scotia

11066

Corporate

312 Main Street

Sussex

New Brunswick

11068

Corporate

55 Roseberry Street Subway Ultra

Campbellton

New Brunswick

11077

Corporate

175 Main Street

Fredericton

New Brunswick

12504

Corporate

2995 Fredericton Road PO Box 1001

Salisbury

New Brunswick

12644

Corporate

5 Route 172

Upper Letang

New Brunswick

12654

Corporate

644 Main St

Shediac

New Brunswick

12516

Corporate

486 Granville Street

Summerside

PEI

767

Corporate

42 Elizabeth Avenue at Torbay

St-John's

NFLD

769

Corporate

102, Bay Bulls Road S/S Killbride

St-John's

NFLD

774

Corporate

52-58 Trans Canada Highway

Deer Lake

NFLD

2186

Corporate

67 West Street

Corner Brook

NFLD

92721

Corporate

35-37 Conception Bay Hwy

South River

NFLD

CST Dealer Stations

653

Dealer

1543 Merivale Road

Nepean

Ontario

32379

Dealer

3469 Innes Road

Gloucester

Ontario

32411

Dealer

2991, Petawawa Blvd

Petawawa

Ontario

32455

Dealer

1560 R.R. #2 Sidney Township

Belleville

Ontario

32520

Dealer

944 County Road 40

Trenton

Ontario

32527

Dealer

3990 Prince of Wales Drive

Nepean

Ontario

32536

Dealer

98 Dundas Street East

Trenton

Ontario

32604

Dealer

1618 Main Street

Stittsville

Ontario

32610

Dealer

1797 St-Joseph Boulevard

Orleans

Ontario

 

CST

Station ID

Station Type

Address

Municipality

Province

32616

Dealer

660 Eagleson Road

Ottawa

Ontario

32628

Dealer

250 King Street West

Brockville

Ontario

32639

Dealer

2749 Laurier Street

Rockland

Ontario

32643

Dealer

507 Highway #49 R.R. 2

Picton

Ontario

32648

Dealer

866 Ward Street

Bridgenorth

Ontario

32671

Dealer

760 Highway 15 R.R. #2 - Unit 16

Kingston

Ontario

32672

Dealer

4037 Bath Road

Kingston

Ontario

32679

Dealer

580 White Lake Road

Arnprior

Ontario

32691

Dealer

2622 Maple Grove Road

Cavan-Monaghan

Ontario

32697

Dealer

1993 RR#6 Hwy 15

Kingston

Ontario

32699

Dealer

949 Highway #7

Peterborough

Ontario

32705

Dealer

661 Atherly Road

Orillia

Ontario

32709

Dealer

1052 Clonsilla Ave

Peterborough

Ontario

32712

Dealer

1482 Lansdowne Street West

Peterborough

Ontario

32714

Dealer

6 Lindsay Street RR#2

Peterborough

Ontario

32719

Dealer

4103 Highway #28

Young's Point

Ontario

32721

Dealer

110 Highway #33 RR3

Trenton

Ontario

32732

Dealer

114 Bonjour Blvd. P.O. Box 810

Madoc

Ontario

32734

Dealer

89 Dufferin Street (Highway #7

Perth

Ontario

32735

Dealer

1274 A , Highway 7 East

Keene

Ontario

32739

Dealer

7117 Hwy 26

Stayner

Ontario

32741

Dealer

1535 Water Street

Peterborough

Ontario

32747

Dealer

657 Bayfield Road

Springwater

Ontario

32753

Dealer

375 Mapleview Drive West

Barrie

Ontario

 

CST

Station ID

Station Type

Address

Municipality

Province

32757

Dealer

459 West Street N.

Orillia

Ontario

32764

Dealer

3343 Lakefield Road R.R. 3

Lakefield

Ontario

32767

Dealer

354 North Sykes St

Meaford

Ontario

32774

Dealer

923 Highway 7A

Cavan

Ontario

32792

Dealer

1661, Hunt Club Road

Ottawa

Ontario

32793

Dealer

3332, McCarthy Road

Ottawa

Ontario

32794

Dealer

60, William Street

Brockville

Ontario

32795

Dealer

1, Rideau Crest

Nepean

Ontario

32796

Dealer

1034, Pleasant Park Road

Ottawa

Ontario

32797

Dealer

800, Stonehaven Drive

Ottawa

Ontario

32798

Dealer

4505 Bank St.

Ottawa

Ontario

32801

Dealer

1121 Broadview Avenue

Toronto

Ontario

32803

Dealer

3930, Lawrence Avenue East

Toronto

Ontario

32814

Dealer

1371 Highway 11 North

Shanty Bay

Ontario

32818

Dealer

96 Main Street

Picton

Ontario

32820

Dealer

71 Anne Street South

Barrie

Ontario

32829

Dealer

136 Weber Street South

Waterloo

Ontario

32858

Dealer

1780, Heron Street

Ottawa

Ontario

32752

Dealer

168 Dunlop Street West

Barrie

Ontario

25

Dealer

8860, rue Henri-Bourassa

Québec

Quebec

26

Dealer

1016, boul. Talbot

Saguenay

Quebec

60

Dealer

108, boulevard Greber

Gatineau

Quebec

65

Dealer

1093, boul. St-Félicien

St-Félicien

Quebec

127

Dealer

4980, boul. Arthur Sauvé

Laval

Quebec

 

CST

Station ID

Station Type

Address

Municipality

Province

240

Dealer

3600, boul. Guillaume Couture

Lévis

Quebec

262

Dealer

1838, rue Galt est

Sherbrooke

Quebec

264

Dealer

1931, rue Notre-Dame

L'Ancienne-Lorette

Quebec

637

Dealer

871, rue Principale ouest

Magog

Quebec

26396

Dealer

661, rue Principale

Ste-Agathe-des-Monts

Quebec

651

Dealer

1000, boul. Marie-Victorin

Sorel-Tracy

Quebec

668

Dealer

9, rue Price Est

Saguenay

Quebec

675

Dealer

400, rue Brock

Drummondville

Quebec

698

Dealer

855, rue Galt Est

Sherbrooke

Quebec

825

Dealer

385, 95ième avenue

Laval

Quebec

843

Dealer

450, boul. Marcotte

Roberval

Quebec

862

Dealer

500, rue Seigneuriale

Québec

Quebec

932

Dealer

900, rue Bossé

Baie-Comeau

Quebec

933

Dealer

232, avenue Lasalle

Baie-Comeau

Quebec

942

Dealer

490, boulevard Laure

Sept-Iles

Quebec

1017

Dealer

1333, boul. Du Royaume

Saguenay

Quebec

1093

Dealer

4600, avenue de Gaulle

Québec

Quebec

1505

Dealer

874, avenue Taniata

Lévis

Quebec

2325

Dealer

127, boul. D'Anjou

Châteauguay

Quebec

3013

Dealer

626, rue Notre-Dame Est

Repentigny

Quebec

3043

Dealer

395, rue Craig

Richmond

Quebec

3173

Dealer

1325, rue Shevchenko

Montréal

Quebec

3252

Dealer

7480, rue Viau

Montréal

Quebec

3276

Dealer

5637, route 112 C. P. 169

Ascot Corner

Quebec

 

CST

Station ID

Station Type

Address

Municipality

Province

3287

Dealer

56, rue Queen

Sherbrooke

Quebec

3539

Dealer

3625, rue Laframboise

St-Hyacinthe

Quebec

24094

Dealer

3614, rue Queen

Rawdon

Quebec

24166

Dealer

55, Montée de la Rivière Sud

Montmagny

Quebec

24224

Dealer

231, montée de la Baie

Pointe-Calumet

Quebec

24240

Dealer

680, boulevard Laflèche

Baie-Comeau

Quebec

24431

Dealer

2700, rue Hébert

Salaberry-de-Valleyfield

Quebec

24480

Dealer

102, rue Olivier

Laurier-Station

Quebec

24481

Dealer

3326, rue King Est

Sherbrooke

Quebec

24489

Dealer

4005, boul. Guillaume Couture

Lévis

Quebec

24495

Dealer

2105, boulevard Dionne

St-Georges de Beauce

Quebec

24513

Dealer

350, boulevard Cité des Jeunes

St-Clet

Quebec

24528

Dealer

2632, boulevard Louis-XIV

Québec

Quebec

24566

Dealer

252, chemin des Patriotes

Sorel-Tracy

Quebec

24570

Dealer

1, boulevard Taché Ouest

Montmagny

Quebec

24642

Dealer

2563, route Lagueux

Lévis

Quebec

24657

Dealer

9531, boulevard Gouin ouest

Montréal

Quebec

24697

Dealer

1562, chemin Gascon

Terrebonne

Quebec

24742

Dealer

348, rue Lorrain

Gatineau

Quebec

24772

Dealer

1359, rue Principale R.R. #1

Granby

Quebec

24773

Dealer

221, avenue De La Friche

Dolbeau

Quebec

25207

Dealer

125, route 132 Est

Bonaventure

Quebec

25247

Dealer

705, rue Jacques-Cartier nord

Sherbrooke

Quebec

25248

Dealer

90, rue Quévillon

Varennes

Quebec

 

CST

Station ID

Station Type

Address

Municipality

Province

25252

Dealer

298, chemin Larocque

Salaberry-de-Valleyfield

Quebec

25274

Dealer

502, avenue Cartier

Sept-Iles

Quebec

25277

Dealer

2380, rue Principale Ouest

Magog

Quebec

25288

Dealer

266, rue Malraux

Saguenay

Quebec

25291

Dealer

1220, boul. de Montarville

Boucherville

Quebec

25307

Dealer

2505, 5ème Avenue

Shawinigan

Quebec

25378

Dealer

2700, boul. des Promenades

Deux-Montagnes

Quebec

25633

Dealer

350, montée Lesage

Rosemère

Quebec

25686

Dealer

1490, rue Brassard

Chambly

Quebec

25696

Dealer

1710, boulevard Pie XI Nord

Québec

Quebec

25716

Dealer

1020, boul. Hamel

St-Félicien

Quebec

25760

Dealer

100, rue Montagnais

Sept-Iles

Quebec

25780

Dealer

154, rue Principale

St-Amable

Quebec

25787

Dealer

950, boul. St-Charles

Vaudreuil-Dorion

Quebec

25794

Dealer

55, rue De La Gabelle

Varennes

Quebec

25850

Dealer

2335, rue St-Louis

Gatineau

Quebec

25881

Dealer

1306, avenue Bourgogne

Chambly

Quebec

25901

Dealer

103, boulevard Est

Maskinongé

Quebec

25945

Dealer

10997, boul. Ste-Anne

Beaupré

Quebec

25953

Dealer

70, rue Hôtel de Ville

Warwick

Quebec

25959

Dealer

650, rue de la Visitation

St-Charles-Borromée

Quebec

25962

Dealer

120, boulevard Comeau

Baie-Comeau

Quebec

25967

Dealer

2631, boul. du Versant Nord

Québec

Quebec

25970

Dealer

201, 4e rue

Québec

Quebec

 

CST

Station ID

Station Type

Address

Municipality

Province

26001

Dealer

1264, rue de la Durance

Québec

Quebec

26004

Dealer

236, chemin des Anglais

Mascouche

Quebec

26005

Dealer

1385, boul. de la Vérendrye O.

Gatineau

Quebec

26008

Dealer

988, rue St-Isidore

St-Lin-Laurentides

Quebec

26015

Dealer

2788, rue de la Faune

Québec

Quebec

26128

Dealer

1085, avenue Lapierre

Québec

Quebec

26134

Dealer

17, rue Laviolette

St-Joseph-du-Lac

Quebec

26136

Dealer

717, rue Du Village

Morin Heights

Quebec

26139

Dealer

508, boulevard Ste-Anne

Ste-Anne-des-Plaines

Quebec

26152

Dealer

550, rue Montrose

Beaconsfield

Quebec

26161

Dealer

1555A, Route 125

Ste-Julienne

Quebec

26163

Dealer

1050, rang St-Malo

Trois-Rivières

Quebec

26164

Dealer

17380, rue Victor

Mirabel

Quebec

26165

Dealer

3355, rue De La Pinière

Terrebonne

Quebec

26170

Dealer

8201, rue St-Jacques

Mirabel

Quebec

26171

Dealer

4590, route des Vétérans

Notre-Dame-du-Mont-Carmel

Quebec

26172

Dealer

846, rue St-Jean-Baptiste

Mercier

Quebec

26173

Dealer

9151, rue Airlie

Montréal

Quebec

26177

Dealer

5791, boul. St-Laurent

Montréal

Quebec

26179

Dealer

1054, route 117

Val-David

Quebec

26189

Dealer

40, rue Brunet

Mont-Saint-Hilaire

Quebec

26194

Dealer

333, chemin des Prairies

Joliette

Quebec

26198

Dealer

267, rue Front

Québec

Quebec

26205

Dealer

400, rue Dubois

St-Eustache

Quebec

 

CST

Station ID

Station Type

Address

Municipality

Province

26206

Dealer

267, rue Front

Gatineau

Quebec

26211

Dealer

5430, boulevard Hébert

Salaberry-de-Valleyfield

Quebec

26221

Dealer

2000, boul. René-Lévesque

Saguenay

Quebec

26225

Dealer

1041, rue Louis-Cyr

St-Jean-de-Matha

Quebec

26229

Dealer

459, rue Ozias Leduc

Otterburn Park

Quebec

26231

Dealer

135, route 335

St-Lin-Laurentides

Quebec

26233

Dealer

1450 boul. Jutras Ouest

Victoriaville

Quebec

26235

Dealer

1690, rue St-Maurice

Trois-Rivières

Quebec

26237

Dealer

180, chemin des Patriotes Sud

Mont-Saint-Hilaire

Quebec

26238

Dealer

909, boul. Mgr de Laval

Baie St-Paul

Quebec

26245

Dealer

1835, boulevard Laure

Sept-Iles

Quebec

26268

Dealer

300, rue Principale

Upton

Quebec

26279

Dealer

798, boul. Arthur-Sauvé

St-Eustache

Quebec

26288

Dealer

3001, boul. Boucherville

St-Bruno-de-Montarville

Quebec

26294

Dealer

1825, rue Paul Lemoyne

Trois-Rivières

Quebec

26299

Dealer

300, route 153

Shawinigan

Quebec

26321

Dealer

4, rue Nord

Waterloo

Quebec

26335

Dealer

2, boulevard Louise Campagna

Gatineau

Quebec

26336

Dealer

9, rue du Barry

Gatineau

Quebec

26337

Dealer

207, boulevard du Mont-Bleu

Gatineau

Quebec

26338

Dealer

882, boulevard Maloney Est

Gatineau

Quebec

26358

Dealer

320, rue Aubry

Ste-Eulalie

Quebec

26370

Dealer

1133, 13e avenue

Sherbrooke

Quebec

26372

Dealer

541, Laurier Blvd

McMasterville

Quebec

 

CST

Station ID

Station Type

Address

Municipality

Province

26381

Dealer

4025, avenue St-Augustin

Lévis

Quebec

26382

Dealer

14655, boul. Lacroix

St-Georges

Quebec

34110

Dealer

2571, rue Sherbrooke

Magog

Quebec

34116

Dealer

376, rue St-Louis

Terrebonne

Quebec

34125

Dealer

1295, rue Principale

Lachute

Quebec

34131

Dealer

820, chemin Grande Côte

St-Eustache

Quebec

34139

Dealer

1330, rue Dunant

Sherbrooke

Quebec

34143

Dealer

4562, boulevard St-Joseph

Drummondville

Quebec

34145

Dealer

350, rue Lachapelle

St-Jérôme

Quebec

34311

Dealer

1226, boulevard Labelle

Blainville

Quebec

34319

Dealer

6700, boulevard Laurier

Terrebonne

Quebec

34322

Dealer

7055, boulevard des Forges

Trois-Rivières

Quebec

34327

Dealer

50, boul. Des Hauteurs

St-Jérôme

Quebec

34329

Dealer

313, 4e rue de la Pointe

Shawinigan

Quebec

34536

Dealer

1080, rue Roland Godard

St-Jérôme

Quebec

34900

Dealer

1484, rue St-Jean-Baptiste

Montréal

Quebec

36121

Dealer

360, rue Cherrier

Montréal

Quebec

36127

Dealer

3295, boul De La Concorde

Laval

Quebec

36154

Dealer

5063, boul. Henri-Bourassa Est

Montréal

Quebec

36177

Dealer

200, chemin Côte-Vertu

Montréal

Quebec

36180

Dealer

5750, boul. des Grandes-Prairi

Montréal

Quebec

36184

Dealer

3, avenue Gatineau

Gatineau

Quebec

36198

Dealer

13600, rue Sherbrooke est

Montréal

Quebec

36501

Dealer

2020, rue St-Jean-Baptiste

Ancienne-Lorette

Quebec

 

CST

Station ID

Station Type

Address

Municipality

Province

36507

Dealer

525, route 341

L'Epiphanie

Quebec

36508

Dealer

1445, boulevard Nobert

Longueuil

Quebec

36516

Dealer

10422, boul. Gouin Ouest

Montréal

Quebec

36517

Dealer

891, route Bégin

St-Anselme

Quebec

36518

Dealer

421, Route 273

St-Apollinaire

Quebec

36521

Dealer

126, boul. Labelle

Ste-Thérèse

Quebec

36522

Dealer

275, boul. Arthur-Sauvé

St-Eustache

Quebec

36911

Dealer

630, boul. Labrosse

Gatineau

Quebec

36912

Dealer

34, boulevard Mont Bleu

Gatineau

Quebec

41175

Dealer

2003, chemin St-Louis

Québec

Quebec

41273

Dealer

1890, boulevard Labelle

Laval

Quebec

41299

Dealer

4350, boul. Gene-H.-Kruger

Trois-Rivières

Quebec

41323

Dealer

189, rue Denison Est

Granby

Quebec

41958

Dealer

6190, rue St-Jacques

Montréal

Quebec

41963

Dealer

11000, Ch de la Côte de Liesse

Montréal

Quebec

41964

Dealer

4710, rue Hochelaga

Montréal

Quebec

41973

Dealer

295, avenue Dorval

Dorval

Quebec

43505

Dealer

295, rue St-Louis

Longueuil

Quebec

43508

Dealer

7440, boul. Henri-Bourassa

Québec

Quebec

43524

Dealer

1221, chemin Chambly

Longueuil

Quebec

43529

Dealer

624, boulevard Laurier

Beloeil

Quebec

43617

Dealer

510, rue St-Joseph

Gatineau

Quebec

45034

Dealer

7114, boul. St-Anicet

Saguenay

Quebec

45061

Dealer

1870, 6ième Avenue

Shawinigan

Quebec

 

CST

Station ID

Station Type

Address

Municipality

Province

45152

Dealer

2090, boulevard Thibeau

Trois-Rivières

Quebec

45177

Dealer

137, boulevard Notre-Dame

Clermont

Quebec

45310

Dealer

655, boulevard Dussault

St-Marc-des-Carrières

Quebec

45370

Dealer

12446, boul. Arthur-Sauvé

Mirabel

Quebec

45780

Dealer

3528, rue Principale

Dunham

Quebec

46479

Dealer

1151, rue Don Quichotte

Notre-Dame-de-l'Ile-Perrot

Quebec

11013

Dealer

509 Main Street

Yarmouth

Nova Scotia

11049

Dealer

1072 Prince Street

Truro

Nova Scotia

11087

Dealer

8323 Highway #1

Meteghan

Nova Scotia

11090

Dealer

259 Gravel Rd.

Tusket

Nova Scotia

12574

Dealer

7 Treaty Trail Hwy 102

Truro

Nova Scotia

12643

Dealer

Exit 7, TCH 104 9768 Hwy 4

Thomson Station

Nova Scotia

22537

Dealer

2 Sterling Road

Glace Bay

Nova Scotia

22567

Dealer

139 Nichols Ave.

Kentville

Nova Scotia

11056

Dealer

2015 Main Street

Moncton

New Brunswick

11114

Dealer

3295 Route 126

Lutes Mountain

New Brunswick

11122

Dealer

322 Rue Principale

Neguac

New Brunswick

11128

Dealer

280, Route 100

Nauwigewauk

New Brunswick

11136

Dealer

2657 ch Acadie

Cap Pele

New Brunswick

12523

Dealer

1002, RTE 104

Burtt's Corner

New Brunswick

12598

Dealer

4 Cattail Ridge

Sackville

New Brunswick

12600

Dealer

1410 Elmwood Drive

Moncton

New Brunswick

12636

Dealer

247 Canada Street

Fredericton

New Brunswick

12638

Dealer

59 Main Street

Blackville

New Brunswick

 

CST

Station ID

Station Type

Address

Municipality

Province

12640

Dealer

555 Madawaska Road

Grand Falls

New Brunswick

12642

Dealer

111 Bayside Drive

Saint John

New Brunswick

12651

Dealer

800 Dieppe Boulevard

Dieppe

New Brunswick

12652

Dealer

200 Rue Ouellette

Grand Falls

New Brunswick

12658

Dealer

1062 Route 105

Mactaquac

New Brunswick

32100

Dealer

2 Ramsay Street

Campbellton

New Brunswick

35160

Dealer

4105 Loch Lomond Rd.

Saint John

New Brunswick

11004

Dealer

184 Great George Street

Charlottetown

PEI

622

Dealer

T.C.H.

Sunnyside

NFLD

1373

Dealer

Trans Canada Highway

Whitbourne

NFLD

12372

Dealer

66 Old Placentia Rd

Mount Pearl

NFLD

92617

Dealer

14 Confederation Drive

Corner Brook

NFLD

92711

Dealer

225 Logy Bay Road

St-John's

NFLD

92782

Dealer

310 Main Street

Bishop's Falls

NFLD

95090

Dealer

Route 80

Blaketown

NFLD

CST Prospective Sites

26386

Land

230 Boulevard de l'Aéroport

Gatineau

Quebec

26404

Land

Montée de l'Eglise / Cote Saint-Paul

Saint-Colomban

Quebec

SCHEDULE C

DESIGNATED PERSONNEL

  1. Sylvain Aubry, Senior Director, Legal Affairs and Corporate Secretary
  2. Julie Therrien – Director Reporting
  3. Chantal Boulanger - Assistant Director Reporting
  4. Zeynab Houssaini – Financial Analyst
  5. Gabrielle Boulay – Financial Analyst
  6. Marie-Louise Faks – Financial Analyst
  7. Angela Alfieri – Financial Analyst
  8. James Buckingham – Financial Analyst
  9. Katerine Deschamps – Financial Analyst
  10. Françoys Charbonneau – Financial System Analyst
  11. Paul-André Laurin – Financial System Analyst
  12. Christine Couture, Senior Director, Tax

SCHEDULE D

CT/CST Transaction - Stations in Schedule “D”

CT

Station ID

Station Type

Address

Municipality

Province

674

Corporate

760, Boulevard des Laurentides

Piedmont

Quebec

CONFIDENTIAL SCHEDULE E

DIVESTITURE TRUSTEE SALE TERMS

If the Divestiture to Parkland is not completed in accordance with Section [2] of this Agreement, the Valero Fuel Supply Agreement between CST Canada Inc. and Ultramar Ltd. dated as of May 1, 2013, as amended, and including the ULTRAMAR Branding Agreement shall be included as CST Divestiture Assets and the Divestiture Trustee shall divest these agreements pursuant to Part [III] of this Agreement.

Where the Divestiture Trustee has become aware of a significant problem relating to a Divested Business or a Third Party with an interest in a Divested Business and who may be directly affected by this Agreement has communicated significant concerns to the Divestiture Trustee relating to the Divestiture of such Divested Business, the Divestiture Trustee may, at his, her or its discretion, substitute for any Couche-Tard Divested Business listed on Schedule A or CST Divested Business listed on Schedule B, any alternative Couche-Tard or CST retail fuel station, as applicable, within the same Divestiture Area (in which case such substitute station shall be referred to herein as a “Divestiture Trustee Divested Station”) provided that (i) the Divestiture Trustee Divested Station shall have an equivalent sales volume to the retail station for which it is being substituted, based on the 12 month period prior to the date of this Agreement, and (ii) the Divestiture Trustee shall have confirmed with Couche-Tard that there is no known significant environmental problem with the Divestiture Trustee Divested Station and that Couche-Tard has not received any concerns from any Third Party who may be directly affected by this Agreement relating to the Divestiture of the Divestiture Trustee Divested Station, and (iii) the Commissioner shall have approved the selection of the Divestiture Trustee Divested Station.

SCHEDULE F

FORM OF COMPLIANCE CERTIFICATION/AFFIDAVIT

I, [name], of [place], hereby certify in accordance with the terms of the Registered Consent Agreement dated June 27, 2017 between Couche-Tard and the Commissioner of Competition, that:

1. I am the [title] of Couche-Tard, and have personal knowledge of the matters deposed to herein, unless they are stated to be on information and belief, in which cases I state the source of such information and believe it to be true.

2. On June 27, 2017, Couche-Tard entered into a Consent Agreement (the “Consent Agreement”) with the Commissioner of Competition (the “Commissioner”) in connection with proposed acquisition, through its wholly-owned subsidiary Circle K Stores Inc., all of the issued and outstanding shares of CST Brands Inc. (the “Transaction”).

3. The Transaction closed on [date] (the “Closing Date”).

4. The Divestiture (as defined in the Consent Agreement) to [Purchaser] was completed on [date].

5. Pursuant to Section [60] of the Consent Agreement, Couche-Tard is required to file annual reports/reports when requested by the Commissioner] certifying its compliance with Parts VII, VIII, IX, X and XIII of the Consent Agreement.

Oversight of Compliance

6. [Names/titles] have primary responsibility for overseeing compliance with this Agreement.

Closing Date

7. Pursuant to Section [56] of the Consent Agreement, Couche-Tard is required to provide written confirmation to the Commissioner of the date on which the Transaction was completed. Such notice was provided on [date].

Circulation of Consent Agreement

8. Pursuant to Section [57] of the Consent Agreement, Couche-Tard is required to provide a copy of the Consent Agreement to each of its own and its Affiliates’ directors, officers, employees and agents having managerial responsibility for any obligations under the Consent Agreement, within 3 Business Days after the date of registration of the Consent Agreement. The Consent Agreement was circulated by [whom] to [provide list] on [dates].

9. Pursuant to Section [57] of the Consent Agreement, Couche-Tard is required to ensure that its directors, officers, employees and agents with responsibility for any obligations under the Consent Agreement receive sufficient training respecting Couche-Tard’s responsibilities and duties under the Consent Agreement. The following training has been provided: [provide list of who was trained and by whom as well as a general statement of the content of the training]

Transitional Support Arrangements

10. [Describe any compliance obligations arising from the Couche-Tard’s Transitional Services Agreements, and confirm compliance with each – to be tailored to specific terms of consent agreement.]

Employees

11. Sections [39 and 40] of the Consent Agreement require Couche-Tard to take various steps in regard to its employees whose responsibilities involved the operation of the Divestiture Assets. Couche-Tard has fully complied with the terms of those Sections and, more particularly:

[Note: Describe steps taken to facilitate employee transfer to Purchaser, having regard to the terms of Sections [39 and 40]; provide data on the # of employees who have transferred to the Purchaser.]

Notification of Breach

12. Based on my personal knowledge and my inquiries of [provide names], I am not aware of any breach or possible breach of any of the terms of the Consent Agreement within the meaning of Section [61] of the Consent Agreement.

DATED l.

 

 

 

Commissioner of Oaths

 

Name and Title of Certifying Officer

 

 You are being directed to the most recent version of the statute which may not be the version considered at the time of the judgment.