AMENDMENT NO. 1 TO THE SENIOR FACILITIES CREDIT AGREEMENT, DATED AS OF FEBRUARY 28, 2006, among THE TDL GROUP CORP., as Canadian Borrower, TIM HORTONS INC., as U.S. Borrower, THE LENDERS FROM TIME TO TIME PARTIES THERETO, as Lenders, JPMORGAN CHASE...

Exhibit 10(a)

AMENDMENT NO. 1 TO THE
SENIOR FACILITIES CREDIT AGREEMENT,
DATED AS OF FEBRUARY 28, 2006,

among

THE TDL GROUP CORP.,
as Canadian Borrower,

▇▇▇ HORTONS INC.,
as U.S. Borrower,

THE LENDERS FROM TIME TO TIME PARTIES THERETO,
as Lenders,

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH and
THE BANK OF NOVA SCOTIA,
as Canadian Co-Administrative Agents,

JPMORGAN CHASE BANK, N.A.,
as U.S. Administrative Agent

ROYAL BANK OF CANADA,
as Syndication Agent

BANK OF MONTREAL and THE TORONTO-DOMINION BANK,
as Co-Documentation Agents

and

▇.▇. ▇▇▇▇▇▇ SECURITIES CANADA INC. and THE BANK OF NOVA SCOTIA,
as Co-Lead Arrangers and Joint Bookrunners

AMENDMENT NO. 1, dated as of April 24, 2006

          This AMENDMENT NO. 1 amends the Senior Facilities Credit Agreement, dated as of February 28, 2006 (the “Senior Credit Agreement”), by and among The TDL Group Corp, as Canadian Borrower (the “Canadian Borrower”), ▇▇▇ Hortons Inc., as U.S. Borrower (the “U.S. Borrower”), the lenders party thereto from time to time (collectively, the “Lenders”), JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Co-Administrative Agent, and The Bank of Nova Scotia, as Canadian Co-Administrative Agent and Issuing Bank, JPMorgan Chase Bank, N.A., as U.S. Administrative Agent and Issuing Bank, Royal Bank of Canada, as Syndication Agent, Bank of Montreal and The Toronto-Dominion Bank, as Co-Documentation Agents, and ▇.▇. ▇▇▇▇▇▇ Securities Canada Inc. and The Bank of Nova Scotia, as Co-Lead Arrangers and Joint Bookrunners.

WITNESSETH:

          WHEREAS, the parties hereto wish to amend Section 5.11(a) and (b) of the Senior Credit Agreement to reflect the original intent of the parties that the threshold levels for the financial covenants described in such clauses will adjust with the new thresholds first applying with respect to the U.S. Borrower’s second Fiscal Quarter of 2006, and for any subsequent Fiscal Quarter.

          NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.1 Definitions. For all purposes of this Amendment No. 1, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms used herein shall have the meanings assigned to such terms in the Senior Credit Agreement, which is incorporated by reference herein. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Senior Credit Agreement shall, from and after the date hereof, refer to the Senior Credit Agreement, as amended hereby.

ARTICLE II
AMENDMENTS
TO SENIOR CREDIT AGREEMENT

          SECTION 2.1 Section 5.11(a) of the Senior Credit Agreement. Section 5.11(a) of the Senior Credit Agreement is hereby deleted in its entirety and the following is substituted in its stead:

     “(a) Consolidated Total Debt to Consolidated EBITDA: The U.S. Borrower will not permit, as at the end of each Fiscal Quarter, the ratio of Consolidated Total Debt as at the end of such Fiscal Quarter to Consolidated EBITDA for the Rolling Period then ended, to exceed (i) 3.50:1.00 in respect of the first Fiscal Quarter ending after the Closing Date (the U.S. Borrower’s first Fiscal Quarter, ending April 2, 2006), or (ii) 2.50:1.00 in respect of the second Fiscal Quarter ending after the Closing Date (the U.S. Borrower’s second Fiscal Quarter ending July 2, 2006) and in respect of any subsequent Fiscal Quarters.”

          SECTION 2.2 Section 5.11(b) of the Senior Credit Agreement. Section 5.11(b) of the Senior Credit Agreement is hereby deleted in its entirety and the following is substituted in its stead:

     “(b) Fixed Charge Coverage Ratio. The U.S. Borrower and its Subsidiaries will not permit, as at the end of each Fiscal Quarter, the ratio of Consolidated EBITDAR to Consolidated Fixed Charges for the Rolling Period then ended, to be less than (i) 2.25:1.00 in respect of the first Fiscal Quarter ending after the Closing Date (the U.S. Borrower’s first Fiscal Quarter, ending April 2, 2006), or (ii) 2.75:1.00 in respect of the second Fiscal Quarter ending after the Closing Date (the U.S. Borrower’s second Fiscal Quarter ending July 2, 2006) and in respect of any subsequent Fiscal Quarters.”

ARTICLE III

MISCELLANEOUS

          SECTION 3.1 Effectiveness. This Amendment No. 1 shall be effective retroactively as of February 28, 2006 (the “Effective Date”) upon receipt by the Administrative Agents of a copy of this Amendment No. 1, duly executed by the Canadian Borrower, the U.S. Borrower, the Administrative Agents and the Required Lenders.

          SECTION 3.2 Execution in Counterparts. This Amendment No. 1 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

          SECTION 3.3 Headings. Headings used in this Amendment No. 1 are for convenience of reference only and shall not affect the construction of this Amendment No. 1.

          SECTION 3.4 Reaffirmation of Senior Credit Agreement. The parties hereto agree and acknowledge that nothing contained in this Amendment No. 1 in any manner or respect limits or terminates any of the provisions of the Senior Credit Agreement other than as expressly set forth herein and further agree and acknowledge that the Senior Credit Agreement remains and continues in full force and effect and is hereby ratified and reaffirmed in all respects, as modified by the terms set forth herein. None of the terms and conditions of this

 

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed and delivered by their proper and duly authorized officers as of the first date set forth above.

		THE TDL GROUP CORP., as Canadian Borrower
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title: Chief Financial Officer
		▇▇▇ HORTONS INC., as U.S. Borrower
		By:		/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
		Printed Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
		Title: Vice President
		JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Co-Administrative Agent and Lender
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
		Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title: Managing Director
		THE BANK OF NOVA SCOTIA, as Canadian Co-Administrative Agent and Lender
		By:		/s/ ▇. ▇▇▇▇▇▇▇▇▇
		Print Name: ▇. ▇▇▇▇▇▇▇▇▇
		Title: Vice President
		JPMORGAN CHASE BANK, N.A., as U.S. Administrative Agent and Lender
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
		Title: Vice President

		ROYAL BANK OF CANADA, as a Lender
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title: Authorized Signatory
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title: Attorney-In-Fact
		BANK OF MONTREAL, as a Lender
		By:		/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
		Title: Vice President
		THE TORONTO-DOMINION BANK, as a Lender
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Title: Managing Director
		TORONTO DOMINION (TEXAS) LLC, as a Lender
		By:		/s/ ▇▇▇ ▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇ ▇▇▇▇▇▇▇▇
		Title: Authorized Signatory
		CANADIAN IMPERIAL BANK OF COMMERCE, as a Lender
		By:
		Print Name:
		Title:
		CIBC INC., as a Lender

ACKNOWLEDGED AND AGREED:
THE THD GROUP, LLC, as Guarantor
By:		/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
THE TDL GROUP, as Guarantor
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
THE TDL MARKS CORPORATION, as Guarantor
By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
▇▇▇ HORTONS INC., as Guarantor
By:		/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President

EXHIBIT A

FORM OF AMENDMENT CERTIFICATE

TO:		JPMORGAN CHASE BANK, N.A., JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, and THE BANK OF NOVA SCOTIA
RE:		Senior Facilities Credit Agreement dated as of February 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Senior Credit Agreement”), among ▇▇▇ Hortons Inc. as U.S. Borrower (the “U.S. Borrower”), The TDL Group Corp. as Canadian Borrower (the “Canadian Borrower”), JPMorgan Chase Bank N.A. and The Bank of Nova Scotia, as Co-Canadian Administrative Agents, JPMorgan Chase Bank N.A. as U.S. Administrative Agent and the Lenders now or hereafter parties thereto.
		We hereby certify, after due and careful investigation, that:
		(i)		each of the representations and warranties made by the Borrowers in the Credit Agreement are true and correct on and as of the date hereof except to the extent that (i) any change to the representations and warranties has been disclosed to the Administrative Agents and accepted by the Required Lenders, or (ii) any representation and warranty is stated to be made as of a particular time; and
		(ii)		on and as of the date hereof, no Default has occurred and is continuing.

             All terms defined in the Credit Agreement and used herein have the meanings given to them by the Credit Agreement.

             DATED: April ___, 2006

		▇▇▇ HORTONS INC.
		By:
		Name:
		Title:
		By:
		Name:
		Title:

		THE TDL GROUP CORP.
		By:
		Name:
		Title:
		By:
		Name:
		Title: