EX-10.1



 Exhibit 10.1 
 AMENDMENT NO. 1 
 made as of January 26, 2012 to 

SENIOR REVOLVING FACILITY CREDIT AGREEMENT 
 dated as of 
 December 13, 2010 

among 
 TIM
HORTONS INC. and 
 THE TDL GROUP CORP. 
 as Borrowers 
 and 

THE LENDERS FROM TIME TO TIME PARTIES HERETO 
 as Lenders 
 and 

THE BANK OF NOVA SCOTIA 
 as Administrative Agent 
 and 

JPMORGAN CHASE BANK, N.A. 
 as Syndication Agent 
 and 

ROYAL BANK OF CANADA 
 as Documentation Agent 
 and 

J.P. MORGAN SECURITIES CANADA INC. and THE BANK OF NOVA SCOTIA 
 as Lead Arrangers and Joint Bookrunners 







 THIS AMENDMENT NO. 1 (this “Amendment”) is made as of January 26, 2012
by TIM HORTONS INC. (the “Parent Borrower”) and THE TDL GROUP CORP. (the “Subsidiary Borrower”), as Borrowers, the Lenders party hereto, THE BANK OF NOVA SCOTIA, as Administrative Agent, THE BANK OF NOVA SCOTIA, as
Issuing Bank and JPMorgan Chase Bank, N.A. as Syndication Agent under that certain Credit Agreement dated as of December 13, 2010 by and among the Borrowers, the Lenders, the Administrative Agent and the Syndication Agent (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement. 

WHEREAS, the Borrowers have requested that the Lenders agree to certain amendments to the Credit Agreement; 

WHEREAS, the Borrowers and the Lenders party hereto have so agreed on the terms and conditions set forth herein; 

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers and the Lenders party hereto hereby agree to enter into this Amendment. 
 1. Amendments to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that the Credit
Agreement is hereby amended as follows: 
 (a) The definition of “Applicable Margin” appearing in
Section 1.1 of the Credit Agreement is amended to restate in its entirety the pricing grid appearing therein to read as follows: 
  

															
	 Applicable Leverage Ratio
	  	Rating
(Moody’s,
S&P, DBRS)	 	Facility Fee
(in
basis
points)	 	  	Base Rate/Prime
Rate Applicable
Margin (in basis
points)	 	  	LIBO/EURO/
BA/LC
Applicable
Margin

(in basis points)	 
	Less than 0.50:1.00	  	3A2, A or A	 	 	17.50	  	  	 	0.00	  	  	 	70.00	  
	Equal to or greater than 0.50:1.00 but less than 0.75:1.00	  	3A3, A- or A
(low)	 	 	20.00	  	  	 	0.00	  	  	 	80.00	  
	Equal to or greater than 0.75:1.00 but less than 1.00:1.00	  	3Baa1,
BBB+ or BBB (high)
	 	 	25.00	  	  	 	00.0	  	  	 	100.00	  
	Equal to or greater than 1.00:1.00 but less than 1.50:1.00	  	3Baa2,
BBB or
BBB	 	 	30.00	  	  	 	20.0	  	  	 	120.00	  
	Equal to or greater than 1.50:1.00	  	< Baa2,
BBB or
BBB	 	 	35.00	  	  	 	40.0	  	  	 	140.00	  


  
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 (b) The definition of “Maturity Date” appearing in Section 1.1 of the
Credit Agreement is amended to restate in its entirety as follows: 
 “Maturity Date” means January 26,
2017. 
 2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that
(i) the Administrative Agent and the Syndication Agent (the “Agents”) shall have received counterparts of this Amendment duly executed by the Borrowers, the Lenders and the Agents, (ii) the Agents shall have received such
instruments and documents as the Agents shall reasonably request, including a written opinion of in-house counsel to the Borrowers, in form and substance reasonably acceptable to the Agents, and (iii) the Agent’s shall have received from
the Borrowers all fees and other amounts due and payable, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel for the Agents) required to be
reimbursed or paid by the Borrowers in connection with this Amendment and under the Loan Documents. 
 3. Representations and
Warranties of the Borrowers The Borrowers hereby represents and warrants as follows: 
 (a) This Amendment and the Credit
Agreement as modified hereby constitute legal, valid and binding obligations of the Borrowers and are enforceable against the Borrowers in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 
 (b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Credit
Parties set forth in the Credit Agreement, as amended hereby, are true and correct. 
 4. Reference to and Effect on the
Credit Agreement. 
 (a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or
any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby. 
 (b) Each Loan Document and
all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. 
 (c) Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agents or the Lenders,
nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith. 

5. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the Province of Ontario.

 6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose. 

  
 3 








 7. Counterparts. This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures
delivered in person. 
 [Signature Pages Follow] 

  
 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first above written. 
  

					
	 Address: 874 Sinclair Road
 Oakville, Ontario L6K 2Y1
 Attention: Corporate Secretary
	 	THE TDL GROUP CORP., as Borrower
	 Facsimile No.: (905) 845-2931
	 	By:	 	 /s/ MICHAEL J. MYSKIW

		 	Name:	 	Michael J. Myskiw
		 	Title:	 	Vice President & Treasurer
			
		 	By:	 	 /s/ JILL E. AEBKER

		 	Name:	 	Jill E. Aebker
		 	Title:	 	Senior Vice President and Secretary

  

							
	 Address: 874 Sinclair Road
 Oakville, Ontario L6K 2Y1
 Attention: Corporate Secretary

Facsimile No.: (905) 845-2931
	 		 	TIM HORTONS INC.,
as Borrower
		 		 	By:	 	 /s/ MICHAEL J. MYSKIW

		 		 	Name:	 	Michael J. Myskiw
		 		 	Title:	 	Vice President & Treasurer
				
		 		 	By:	 	 /s/ JILL E. AEBKER

		 		 	Name:	 	Jill E. Aebker
		 		 	Title:	 	Senior Vice President and Secretary
			
		 		 	[Signatures continued on next page]








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
by their respective authorized officers as of the day and year first above written. 
  

							
	 Address:
  
	 		 	THE BANK OF NOVA
SCOTIA, as Administrative Agent
	 Scotia Plaza
	 		 		 	
	 40 King Street West
62nd Floor
	 		 		 	
	 Toronto, Ontario M5W 2X6
	 		 	By:	 	 /s/ CHARLIE GREGORIOU

	 Attention: Managing Director
	 		 	Name:	 	Charlie Gregoriou
	 Facsimile: (416) 866-3329
	 		 	Title:	 	Director, Commercial Banking
				
		 		 	By:	 	 /s/ ERIC BORROMEO

		 		 	Name:	 	Eric Borromeo
		 		 	Title:	 	Director, Credit Solutions Group
			
		 		 	[Signatures continued on next page]








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
by their respective authorized officers as of the day and year first above written. 
  

							
	 Address:
	 		 	 JPMORGAN CHASE BANK,
 N.A., as Syndication Agent

	 IL1-0364
	 		 		 	
	 21 South Clark Street
	 		 		 	
	 Chicago, IL 60670
	 		 	By:	 	 /s/ DANA J. MORAN

	 Attention: Dana Moran
	 		 	Name:	 	Dana J. Moran
	 Facsimile: 312-212-5914
	 		 	Title:	 	Vice President
			
		 		 	[Signatures continued on next page]








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
by their respective authorized officers as of the day and year first above written. 
  

							
	 Address: 200 Bay Street, Suite
 1800
	 		 	JPMORGAN CHASE BANK,
N.A., as Lender
	 Royal Bank Plaza, South Tower
 Toronto, ON M5J 2J2
	 		 	
	 Attention: Dana Moran
	 		 	By:	 	 /s/ DANA J. MORAN

	 Facsimile No.: 312-212-5914
	 		 	Name:	 	Dana J. Moran
		 		 	Title:	 	Vice President
			
		 		 	[Signatures continued on next page]








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
by their respective authorized officers as of the day and year first above written. 
  

							
	 Address: 2 Robert Speck Parkway
 Suite 400
 Mississauga, ON L4Z 1H8

Attention: Charlie Gregoriou
 Facsimile No.: (905) 276-4920
	 		 	 THE BANK OF NOVA
 SCOTIA, as Lender and Issuing
 Bank

		 		 	By:	 	 /s/ CHARLIE GREGORIOU

		 		 	Name:	 	Charlie Gregoriou
		 		 	Title:	 	Director Commercial Banking
				
		 		 	By:	 	 /s/ ERIC BORROMEO

		 		 	Name:	 	Eric Borromeo
		 		 	Title:	 	Director, Credit Solutions Group
			
		 		 	[Signatures continued on next page]








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
by their respective authorized officers as of the day and year first above written. 
  

							
	 Address:
 200 Bay Street
	 		 	 ROYAL BANK OF CANADA,
 as Lender

	 4th Floor South Tower
	 		 		 	
	 Toronto, Ontario M5J 2W7
	 		 		 	
	 Attention: Managing Director
	 		 	By:	 	 /s/ VISHAL NAYEE

	 Facsimile No: (416) 842-5321
	 		 	Name:	 	Vishal Nayee
		 		 	Title:	 	Authorized Signatory
				
		 		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	
			
		 		 	[Signatures continued on next page]








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment be duly executed by their
respective authorized officers as of the day and year first above written. 
  

							
	 Address:
	 		 	 CITIBANK, N.A., Canadian
 branch, as Lender

	 Attention:
	 		 		 	
	 Facsimile:
	 		 		 	
		 		 	By:	 	 /s/ SAMIN ATIQUE

		 		 	Name:	 	Samin Atique
		 		 	Title:	 	Authorized Signatory
				
		 		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	
			
		 		 	[Signatures continued on next page]








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written. 
  

							
	 Address:
	 		 	 THE TORONTO-DOMINION
 BANK, as Lender

				
	 Attention:
	 		 	By:	 	 /s/ TIM THOMAS

	 Facsmile
	 		 	Name:	 	Tim Thomas
		 		 	Title:	 	Managing Director
				
		 		 	By:	 	 /s/ RICHARD ROBARTS

		 		 	Name:	 	Richard Robarts
		 		 	Title:	 	Vice President
			
		 		 	[Signatures continued on next Page]








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
by their respective authorized officers as of the day and year first above written. 
  

							
	 Address:
  

Attention:

Facsimile No.:
	 		 	 PNC BANK, Canada Branch., as
 Lender

		 		 	By:	 	 /s/ CAROLINE M. STADE

		 		 	Name:	 	Caroline M. Stade
		 		 	Title:	 	Senior Vice President
				
		 		 	By:	 	 /s/ WILLIAM G. HINES

		 		 	Name:	 	William G. Hines
		 		 	Title:	 	Senior Vice President
			
		 		 	[Signatures continued on next page]








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
by their respective authorized officers as of the day and year first above written. 
  

							
	 Address:
	 		 	 BANK OF MONTREAL, as
 Lender

	 Attention:
 Facsimile No.:
	 		 	By:	 	 /s/ DEBORAH CULLEN

		 		 	Name:	 	Deborah Cullen
		 		 	Title:	 	Director
				
		 		 	By:	 	 /s/ DAVID GRAHAM

		 		 	Name:	 	David Graham
		 		 	Title:	 	Managing Director