EX-4.5(i)



 Exhibit 4.5(i) 

TIM HORTONS INC. 
 and

 BNY TRUST COMPANY OF CANADA 
  

 
 FOURTH SUPPLEMENTAL TRUST INDENTURE

 Dated as of December 12, 2014 

Supplementing the Trust Indenture dated as of June 1, 2010 

between Tim Hortons Inc. and BNY Trust Company of Canada 
  

 
  
  







 THIS FOURTH SUPPLEMENTAL TRUST INDENTURE dated as of December 12, 2014 

BETWEEN: 
 TIM HORTONS
INC., a corporation incorporated under the laws of Canada 
 (“Amalco”) 

-and- 

BNY TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada 

(the “Trustee”) 
  

 
 RECITALS: 
  


	A.	WHEREAS Tim Hortons Inc. (“THI”) and the Trustee are parties to a trust indenture dated as of June 1, 2010 (the “Master Indenture”); 


 

	B.	AND WHEREAS THI and the Trustee have previously entered into (i) the first supplemental indenture to the Master Indenture, dated as of June 1, 2010, providing for the issuance of $200,000,000 aggregate
principal amount of 4.20% Senior Unsecured Notes, Series 1, due June 1, 2017, (ii) the first (reopening) supplemental indenture to the Master Indenture, dated as of December 1, 2010, providing for the issuance of $100,000,000
aggregate principal amount of 4.20% Senior Unsecured Notes, Series 1, due June 1, 2017, (iii) the second supplemental indenture to the Master Indenture, dated as of November 29, 2013, providing for the issuance of $450,000,000
aggregate principal amount of 4.52% Senior Unsecured Notes, Series 2, due December 1, 2023 and (iv) the third supplemental indenture to the Master Indenture, dated as of March 28, 2014, providing for the issuance of $450,000,000
aggregate principal amount of 2.85% Senior Unsecured Notes, Series 3, due April 1, 2019; 

  

	C.	AND WHEREAS, at 11:59 p.m. (Toronto time) on December 12, 2014, THI amalgamated with 8997900 Canada Inc. pursuant to an arrangement under section 192 of the Canada Business Corporations Act, and the continuing
corporation resulting from such amalgamation (the “Amalgamation”) is Amalco; 

  

	D.	AND WHEREAS pursuant to Section 10.1 of the Master Indenture, Amalco is the “Successor” to THI under the Master Indenture by virtue of the Amalgamation and is now the “Issuer” under the Master
Indenture; 

  

	E.	AND WHEREAS section 14.1(c) of the Master Indenture provides that the Issuer and the Trustee may execute and deliver a supplemental indenture for the purpose of evidencing the succession of another corporation to THI
and the obligations assumed by such Successor; 

  

	F.	AND WHEREAS this Fourth Supplemental Indenture is entered into to expressly evidence the assumption by Amalco of all of the obligations of THI under the Master Indenture; 


NOW THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by the parties hereto, the parties hereto covenant and agree as follows: 
  

ARTICLE 1 

INTERPRETATION 
  

	1.1	To be Read with Master Indenture 

 This Fourth Supplemental Indenture is a Supplemental Indenture within
the meaning of the Master Indenture. The Master Indenture and this Fourth Supplemental Indenture shall be read together and shall have effect so far as practicable as though all the provisions of both indentures were contained in one instrument.









	1.2	Fourth Supplemental Indenture 

 The terms “this Fourth Supplemental Indenture”,
“this indenture”, “herein”, “hereof”, “hereby”, “hereunder”, and similar expressions, unless the context otherwise specifies or requires, refer to the Master
Indenture, as amended and supplemented by this Fourth Supplemental Indenture and not to any particular Article, section, subsection or clause or other portion thereof, and include every instrument supplemental or ancillary to this Fourth
Supplemental Indenture. 
  

	1.3	Definitions 

 All terms which are defined in the Master Indenture and used but not defined in this
Fourth Supplemental Indenture shall have the meanings ascribed to them in the Master Indenture, as such meanings may be amended by this Fourth Supplemental Indenture. In the event of any inconsistency between the terms in the Master Indenture and
this Fourth Supplemental Indenture, the terms in this Fourth Supplemental Indenture shall prevail. 
  

ARTICLE 2 

SUCCESSION BY AMALCO 
  

	2.1	Assumption by Amalco 

 Amalco, being the continuing corporation resulting from the Amalgamation, hereby
confirms that, upon the Amalgamation becoming effective, it continues to be liable for all of the obligations of THI under the Master Indenture and, without novation, hereby expressly assumes such obligations. 

 
 ARTICLE 3 

MISCELLANEOUS 
  

	3.1	Acceptance of Trust 

 The Trustee accepts the trusts in this Fourth Supplemental Indenture and agrees to
carry out and discharge the same upon the terms and conditions set out in this Fourth Supplemental Indenture and in accordance with the Master Indenture. 
  

	3.2	Master Indenture Remains In Full Force and Effect 

 Except as supplemented or amended hereby, all other
provisions in the Master Indenture, to the extent not inconsistent with the terms and provisions of this Fourth Supplemental Indenture, shall remain in full force and effect. 
  


	3.3	Governing Law 

 This Fourth Supplemental Indenture shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada applicable therein. 
  

	3.4	Counterparts 

 This Fourth Supplemental Indenture may be executed in several counterparts, each of which
so executed shall be deemed to be original and such counterparts together shall constitute one and the same instrument. 
 [The remainder
of this page intentionally left blank.] 







 IN WITNESS WHEREOF the parties hereto have executed this Fourth Supplemental Indenture under the hands of
the proper officers in that behalf. 
  

			
	TIM HORTONS INC.
		
	 Per:
		/s/ Jill Granat
			Name: Jill Granat
			Title: Director
		
			
	BNY TRUST COMPANY OF CANADA, as Trustee
		
	 Per:
		/s/ J. Steven Broude
			Name: J. Steven Broude
			Title: Authorized Signatory
		
			


  
 Fourth Supplemental Indenture