CREDIT AGREEMENT Dated as of October 27, 2014 among 1011778 B.C. UNLIMITED LIABILITY COMPANY, as the Parent Borrower, NEW RED FINANCE, INC., as the Subsidiary Borrower, 1013421 B.C. UNLIMITED LIABILITY COMPANY, as Holdings, JPMORGAN CHASE BANK, N.A.,...Credit Agreement • December 12th, 2014 • Tim Hortons Inc. • Retail-eating places • New York
This CREDIT AGREEMENT is entered into as of October 27, 2014, among 1011778 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (the “Parent Borrower”), New Red Finance, Inc., a Delaware corporation (the “Subsidiary Borrower” and together with the Parent Borrower, the “Borrowers”), 1013421 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (“Holdings”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent, Collateral Agent and Swing Line Lender and each L/C Issuer and lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Form of Restricted Stock Unit Award Agreement (2011 Award – NEOs, VPs and Up)Restricted Stock Unit Award Agreement • August 11th, 2011 • Tim Hortons Inc. • Retail-eating places • Ontario
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of the 17th day of May, 2011 (the “Date of Grant”), [by and among/between] Tim Hortons Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), [the below noted Employer,] and the above-noted Grantee (collectively, the “Parties”).
EMPLOYMENT AGREEMENT Between THE TDL GROUP CORP. And TIM HORTONS INC. And [NAME OF EXECUTIVE]Employment Agreement • September 28th, 2009 • Tim Hortons Inc. • Retail-eating places • Ontario
An Employment Agreement (the “Prior Agreement”) was made and entered into as of December 5, 2006, by and between The TDL Group Corp., a Nova Scotia unlimited liability company (the “EMPLOYER”), TIM HORTONS INC., a Delaware corporation (“THI USA”) and [Name of Executive], an individual (the “EXECUTIVE”). Effective as of September 28, 2009, as a result of a corporate reorganization, TIM HORTONS INC., a corporation incorporated under the Canada Business Corporations Act (“THI”) is the publicly traded ultimate parent company of the EMPLOYER. Effective as of September 28, 2009, this Employment Agreement (“Agreement”) hereby replaces and supersedes the Prior Agreement, in its entirety.
TIM HORTONS INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENT (with related Stock Appreciation Right) Grant Year: 2013Nonqualified Stock Option Award Agreement • May 8th, 2013 • Tim Hortons Inc. • Retail-eating places • Ontario
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made effective as of the 15th day of May, 2013 (the “Date of Grant”), [by and among] {between} Tim Hortons Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), [the below-noted Employer,] and the above-noted Grantee (collectively, the “Parties”).
EMPLOYMENT AND POST-EMPLOYMENT COVENANTS AGREEMENTEmployment Agreement • May 1st, 2014 • Tim Hortons Inc. • Retail-eating places • Ontario
AND WHEREAS the parties wish to set forth terms and conditions upon which the Corporation will employ the Executive after the Effective Date hereof;
FORM OF AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT (2007 U.S. Version) (with related Dividend Equivalent Rights) Tim Hortons Inc. [Date]Restricted Stock Unit Award Agreement • November 7th, 2008 • Tim Hortons Inc. • Retail-eating places • Ohio
THIS AGREEMENT, made effective as of the day of , 20 (the “Date of Grant”), is between Tim Hortons Inc., a Delaware corporation (the “Company”), , a (the “Employer”) and (the “Grantee”) (collectively, the “Parties”).
AMENDED AND RESTATED DEFERRED STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) (U.S. Directors) Tim Hortons Inc. [Date]Deferred Stock Unit Award Agreement • November 7th, 2008 • Tim Hortons Inc. • Retail-eating places • Delaware
THIS AGREEMENT, made effective as of the day of , 20 (the “Effective Date”), is between Tim Hortons Inc., a Delaware corporation (the “Company”), and (the “Grantee”) (collectively, the “Parties”).
AMENDMENT OF RESTRICTED STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) (Canadian Version) TIM HORTONS INC.Restricted Stock Unit Award Agreement • August 9th, 2007 • Tim Hortons Inc. • Retail-eating places
This Amendment, made effective as of May 1, 2007, is between Tim Horton Inc., a Delaware Corporation (the “Company”), , a (the “Employer”), and (the “Grantee”) (collectively, the “Parties”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 6th, 2014 • Tim Hortons Inc. • Retail-eating places • Ontario
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of the 15th day of May, 2014 (the “Date of Grant”), {between} [by and among] Tim Hortons Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), [the below noted Employer,] and the above-noted Grantee (collectively, the “Parties”).
AMENDED AND RESTATED DEFERRED STOCK UNIT AWARD AGREEMENTDeferred Stock Unit Award Agreement • August 6th, 2014 • Tim Hortons Inc. • Retail-eating places • Ontario
THIS AGREEMENT, made effective as of the day of , (the “Effective Date”) is between Tim Hortons Inc., a Federal corporation incorporated under the Canada Business Corporations Act (the “Company”) and (the “Grantee”);
CHANGE IN CONTROL AGREEMENT Between TIM HORTONS INC. And PETER NOWLANChange in Control Agreement • May 1st, 2014 • Tim Hortons Inc. • Retail-eating places • Ontario
This Agreement is made and entered into effective as of May 21, 2014, by and between TIM HORTONS INC., a corporation governed by the Canada Business Corporations Act (the “EMPLOYER”) and Peter Nowlan, an individual (the “EXECUTIVE”), who are the parties to this Agreement.
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • November 8th, 2007 • Tim Hortons Inc. • Retail-eating places • Delaware
This Amended and Restated Indemnification Agreement (this “Agreement”) is made as of the · day of ·, 200·, by and between Tim Hortons Inc., a Delaware corporation (the “Tim Hortons”), and •, an individual (“Indemnitee”).
AMENDED AND RESTATED DEFERRED STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) (Canadian Directors) Tim Hortons Inc. Date , 2009Deferred Stock Unit Award Agreement • September 28th, 2009 • Tim Hortons Inc. • Retail-eating places • Ontario
WHEREAS this deferred stock unit award agreement (“Agreement”) was originally made effective as of the day of , 20 (the “Effective Date”) between Tim Hortons Inc., a Delaware corporation (“THI USA”), and (the “Grantee”);
CANADIAN EXECUTIVE -- CEO] EMPLOYMENT AGREEMENT Between THE TDL GROUP CORP. And TIM HORTONS INC. AndEmployment Agreement • December 8th, 2006 • Tim Hortons Inc. • Retail-eating places • Ontario
This Agreement is made and entered into as of December 5, 2006, by and between The TDL Group Corp., an Ontario corporation (the "EMPLOYER"), TIM HORTONS INC., a Delaware corporation ("THI") and _____________________, an individual (the "EXECUTIVE"), who are the parties to this Agreement.
RESTRICTED STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) Tim Hortons Inc. Grant Year: 2013 May 15, 2013Restricted Stock Unit Award Agreement • May 8th, 2013 • Tim Hortons Inc. • Retail-eating places • Ontario
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of the 15th day of May, 2013 (the “Date of Grant”), [by and among] {between} Tim Hortons Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), [the below noted Employer,] and the above-noted Grantee (collectively, the “Parties”).
Tim Hortons Inc. and Computershare Investor Services, LLC as Rights Agent RIGHTS AGREEMENT Dated as of February 28, 2006Rights Agreement • March 1st, 2006 • Tim Hortons Inc. • Retail-eating places • Delaware
or a take-over bid as defined under Canadian securities laws which, if completed, would result in that person or group becoming an Acquiring Person.
FORMULA RESTRICTED STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) Tim Hortons Inc. [Date]Restricted Stock Unit Award Agreement • August 11th, 2006 • Tim Hortons Inc. • Retail-eating places • Ohio
THIS AGREEMENT, made effective as of the day of , 20 (the “Date of Grant”), is between Tim Hortons Inc., a Delaware corporation (the “Company”), and (the ”Grantee”) (collectively, the “Parties”).
TIM HORTONS INC. and BNY TRUST COMPANY OF CANADA TRUST INDENTURE providing for the issue of Senior Unsecured Notes DATED AS OF June 1, 2010Trust Indenture • June 1st, 2010 • Tim Hortons Inc. • Retail-eating places • Ontario
Director, Officer, Employee and Agent Indemnity Agreement for Tim Hortons Inc. INDEMNITY AGREEMENTIndemnification Agreement • September 28th, 2009 • Tim Hortons Inc. • Retail-eating places • Ontario
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Between THE TDL GROUP CORP. And TIM HORTONS INC. And PAUL D. HOUSEEmployment Agreement • March 23rd, 2012 • Tim Hortons Inc. • Retail-eating places
WHEREAS, The TDL Group Corp. (“TDL”), Tim Hortons Inc. (“THI”) and Paul D. House (the “EXECUTIVE”) previously entered into that employment agreement effective as of September 28, 2009 (“Agreement”);
AMENDED AND RESTATED DEFERRED STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) (Canadian Directors) Tim Hortons Inc. Date , 2007Deferred Stock Unit Award Agreement • November 7th, 2008 • Tim Hortons Inc. • Retail-eating places • Delaware
THIS AGREEMENT was originally made effective as of the day of , 20 (the “Effective Date”) between Tim Hortons Inc., a Delaware corporation (the “Company”), and (the “Grantee”) (collectively, the “Parties”) and is hereby amended and restated in its entirety effective as of December 31, 2008.
Form of REGISTRATION RIGHTS AGREEMENT by and between WENDY’S INTERNATIONAL, INC. and TIM HORTONS INC. Dated _____________, 2006Registration Rights Agreement • February 27th, 2006 • Tim Hortons Inc. • Retail-eating places • Ohio
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ], 2006 (the “Effective Date”), between Wendy’s International, Inc., an Ohio corporation (“Wendy’s”), and Tim Hortons Inc., a Delaware corporation (“Tim Hortons”). Tim Hortons and Wendy’s are sometimes referred to herein separately as a “Party” and together as the “Parties.”
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Between THE TDL GROUP CORP. And TIM HORTONS INC. And [Employee]Employment Agreement • April 1st, 2010 • Tim Hortons Inc. • Retail-eating places
WHEREAS, The TDL Group Corp., Tim Hortons Inc. (“THI”) and [Employee] (the “EXECUTIVE”) previously entered into that employment agreement effective as of September 28, 2009 (“Agreement”); and
SEVERANCE AGREEMENT AND FINAL RELEASE (the “Agreement”)Severance Agreement • June 6th, 2011 • Tim Hortons Inc. • Retail-eating places • Ontario
WHEREAS Donald Schroeder’s employment with Tim Hortons Inc. is terminated effective May 24, 2011 (the “Exit Date”), and whereas, Tim Hortons and Donald Schroeder agree, as of May 31, 2011 (the “Effective Date”), as follows:
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...Senior Facilities Credit Agreement • April 27th, 2006 • Tim Hortons Inc. • Retail-eating places • Ontario
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”), Tim 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 J.P. Morgan Securities Canada Inc. and The Bank of Nova Scotia, as Co-Lead Arrangers and Joint Bookrunners.
ASSIGNMENT, ASSUMPTION AND AMENDMENT OF TIM HORTONS INC. U.S. NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLANAssignment, Assumption and Amendment Agreement • September 28th, 2009 • Tim Hortons Inc. • Retail-eating places • Delaware
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the “Agreement”) is hereby made this 25th day of September, 2009, by and between Tim Hortons Inc., a Delaware corporation (the “Assignor”) and Tim Hortons USA Inc., a Delaware corporation (the “Assignee”).
SUPPLEMENTAL SENIOR REVOLVING FACILITY CREDIT AGREEMENT dated as of October 4, 2013 among TIM HORTONS INC. as Borrower and THE LENDERS FROM TIME TO TIME PARTIES HERETO as Lenders and ROYAL BANK OF CANADA as Administrative Agent and THE...Supplemental Senior Revolving Facility Credit Agreement • October 9th, 2013 • Tim Hortons Inc. • Retail-eating places • Ontario
THIS CREDIT AGREEMENT is dated as of October 4, 2013 and is entered into among TIM HORTONS INC., as Borrower, the Lenders from time to time parties hereto as Lenders and ROYAL BANK OF CANADA, as Administrative Agent.
AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR U.S. EMPLOYEES AND U.S. TAXPAYERS (with related Dividend Equivalent Rights) Tim Hortons Inc. Grant Year: 2008 May 15, 2008Restricted Stock Unit Award Agreement • November 7th, 2008 • Tim Hortons Inc. • Retail-eating places • Delaware
THIS AGREEMENT was originally made effective as of the 15th day of May, 2008 (the “Date of Grant”), among Tim Hortons Inc., a Delaware corporation (the “Company”), (the “Employer”) and (the “Grantee”) (collectively, the “Parties”) and is hereby amended and restated in its entirety effective as of December 31, 2008.
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...Senior Revolving Facility Credit Agreement • December 16th, 2010 • Tim Hortons Inc. • Retail-eating places • Ontario
THIS CREDIT AGREEMENT is dated as of December 13, 2010 and is entered into among TIM HORTONS INC. and THE TDL GROUP CORP., as Borrowers, the Lenders from time to time parties hereto as Lenders, 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.
Effective Date: August 8, 2012 Delivered by Hand Mr. William A. Moir Tim Hortons Inc.Employment Agreement • August 9th, 2012 • Tim Hortons Inc. • Retail-eating places
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (Canadian Version) (with related Dividend Equivalent Rights) Tim Hortons Inc. [Date]Restricted Stock Unit Award Agreement • March 9th, 2007 • Tim Hortons Inc. • Retail-eating places • Ohio
THIS AGREEMENT, made effective as of the day of , 200 (the “Date of Grant”), is between Tim Hortons Inc., a Delaware corporation (the “Company”), , a (the “Employer”) and (the “Grantee”) (collectively, the “Parties”).
Form of TAX SHARING AGREEMENT by and between WENDY’S INTERNATIONAL, INC. and TIM HORTONS INC. dated 2006Tax Sharing Agreement • February 27th, 2006 • Tim Hortons Inc. • Retail-eating places • Ohio
WHEREAS, Wendy’s is the common parent corporation of an affiliated group of corporations within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and of consolidated, combined, unitary and other similar groups as defined under similar laws of other jurisdictions, and income of certain present and former members of the Tim Hortons Group (defined below) has been or will be included in Wendy’s Consolidated Returns (defined below);
RESTRICTED STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) Tim Hortons Inc. [Date]Restricted Stock Unit Award Agreement • August 11th, 2006 • Tim Hortons Inc. • Retail-eating places • Ohio
THIS AGREEMENT, made effective as of the day of , 20 (the “Date of Grant”), is between Tim Hortons Inc., a Delaware corporation (the “Company”), , a (the “Employer”) and (the ”Grantee”) (collectively, the “Parties”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Between THE TDL GROUP CORP. And TIM HORTONS INC. And [Employee]Employment Agreement • March 4th, 2010 • Tim Hortons Inc. • Retail-eating places
WHEREAS, The TDL Group Corp., Tim Hortons Inc. (“THI”) and [Employee] (the “Executive”) previously entered into that employment agreement effective as of September 28, 2009 (“Agreement”); and
Form of MASTER SEPARATION AGREEMENT by and between WENDY’S INTERNATIONAL, INC. and TIM HORTONS INC. Dated ___, 2006Master Separation Agreement • February 27th, 2006 • Tim Hortons Inc. • Retail-eating places • Ohio
This Master Separation Agreement (this “Agreement”) is made and entered into as of ___, 2006 (the “Effective Date”), by and between Wendy’s International, Inc., an Ohio corporation (“Wendy’s”), and Tim Hortons Inc., a Delaware corporation (“Tim Hortons”). Tim Hortons and Wendy’s are sometimes referred to herein separately as a “Party” and together as the “Parties.”
