8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2006

TIM HORTONS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32843	51-0370507
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

874 Sinclair Road, Oakville, ON, Canada	L6K 2Y1
(Address of principal executive offices)	(Zip Code)

(905) 339-6511
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01	Entry into a Material Definitive Agreement.
	On April 24, 2006, with an effective date of February 28, 2006, Tim Hortons Inc. entered into an amendment of its Senior Credit Facilities Agreement by and among Tim Hortons Inc., The TDL Group Corp., the Lenders From Time To Time Parties Thereto, JPMorgan Chase Bank, N.A., Toronto Branch, The Bank of Nova Scotia, and JPMorgan Chase Bank, N.A., dated February 28, 2006, attached hereto as Exhibit 10(a). Also on April 24, 2006, with an effective date of February 28, 2006, Tim Hortons Inc. entered into an amendment of its Bridge Credit Facility Agreement by and among The TDL Group Corp., Tim Hortons Inc., JPMorgan Chase Bank, N.A., Toronto Branch, and Royal Bank of Canada, attached hereto as Exhibit 10(b).
	Each of these amendments correct, on substantially similar terms, a drafting error in the original agreements by revising the timing of the application of the debt covenant thresholds to be consistent with the period during which Tim Hortons Inc. is permitted to repay certain intercompany debt. No additional changes have been made to the credit facilities. Lender approval has been obtained for both amendments, with no additional fees (other than the payment of customary expenses incurred in connection with the drafting of the amendments) to Tim Hortons Inc. or any of its subsidiaries as a result of the amendments.
Item 2.02	Results of Operations and Financial Condition.
	On April 27, 2006, Tim Hortons Inc. issued a press release and other financial information relating to its first quarter results. The press release and other financial information are attached hereto as Exhibit 99.
Item 5.02	Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	On April 24, 2006, the Board of Directors of Tim Hortons Inc. increased the size of its Board from 8 to 10 members and appointed the following three new directors: Wayne C. Sales, Michael J. Endres, and J. Randolph Lewis.
	Mr. Sales was appointed as a director to fill the vacancy created on April 17, 2006 by the resignation of Mr. John T. Schuessler. Mr. Sales’ appointment was effective April 24, 2006, and his term will continue until the annual meeting of shareholders in 2008.
	The Board also appointed Mr. Endres as a director, effective April 24, 2006, to fill one of the newly-created Board seats. Mr. Endres’ term as director will continue until the annual meeting of shareholders in 2007. Mr. Endres was also appointed to the Audit Committee of the Board.

	Mr. Lewis was also appointed as a director of Tim Hortons, Inc., effective April 24, 2006, to fill the remaining newly-created Board seat. Mr. Lewis’ term as director will continue until the annual meeting of shareholders in 2007.
	Also on April 24, 2006, James V. Pickett, one of the existing directors of Tim Hortons Inc., was elected as Chairman of the Board of Directors.
Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.

Exhibit 10(a)	Amendment No. 1 to Senior Credit Facilities Agreement.
Exhibit 10(b)	Amendment No. 1 to Bridge Credit Facility Agreement.
Exhibit 99	Press release and other financial information issued by Tim Hortons Inc., dated April 27, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TIM HORTONS INC.
By:	Leon M. McCorkle, Jr.
	Leon M. McCorkle, Jr.
	Vice President and Secretary

Date April 27, 2006

EX-10.A

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,

TIM 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

J.P. MORGAN 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”), 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.

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

Amendment No. 1 may be changed, waived, modified or varied in any manner, whatsoever, except in accordance with the Senior Credit Agreement.

          SECTION 3.5 Authorization. Each Borrower represents and warrants to the Administrative Agents and the Lenders that this Amendment No. 1 has been duly authorized by all necessary corporate action on the part of such Borrower and has been duly executed and delivered by such Borrower to the Administrative Agents on behalf of the Lenders.

          SECTION 3.6 Reaffirmation of Guarantees. Each Guarantor hereby agrees and acknowledges that the Guarantee provided by such Guarantor remains and continues in full force and effect and is hereby ratified and reaffirmed in all respects.

          SECTION 3.7 Governing Law. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO.

          SECTION 3.8 Expenses. Each Borrower hereby agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents and their Affiliates in connection with this Amendment No. 1 in accordance with Section 9.3(a) of the Senior Credit Agreement.

          SECTION 3.9 Officer’s Certificate. The Canadian Borrower and the U.S. Borrower shall, on or before one (1) Business Day after the execution of this Amendment No. 1, provide to the Administrative Agents an amendment certificate in the form of Exhibit A hereto. Failure to provide such certificate shall constitute an Event of Default under the Senior Credit Agreement.

[Balance of page intentionally left blank. Signature page follows.]

          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/ Cynthia J. Devine
Printed Name: Cynthia J. Devine
Title: Chief Financial Officer
TIM HORTONS INC.,
as U.S. Borrower
By:	/s/ Jonathan F. Catherwood
Printed Name: Jonathan F. Catherwood
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
TORONTO BRANCH, as Canadian Co-
Administrative Agent and Lender
By:	/s/ Paul R. DeMelo
Print Name: Paul R. DeMelo
Title: Managing Director
THE BANK OF NOVA SCOTIA, as
Canadian Co-Administrative Agent and
Lender
By:	/s/ P. Armstrong
Print Name: P. Armstrong
Title: Vice President
JPMORGAN CHASE BANK, N.A., as U.S.
Administrative Agent and Lender
By:	/s/ Jason A. Rastovski
Print Name: Jason A. Rastovski
Title: Vice President

ROYAL BANK OF CANADA, as a Lender
By:	/s/ Kevin P. Adams
Print Name: Kevin P. Adams
Title: Authorized Signatory
By:	/s/ Suzanne Kaicher
Print Name: Suzanne Kaicher
Title: Attorney-In-Fact
BANK OF MONTREAL, as a Lender
By:	/s/ B. Ciallella
Print Name: Ben Ciallella
Title: Vice President
THE TORONTO-DOMINION BANK, as a
Lender
By:	/s/ Rohan Appadurai
Print Name: Rohan Appadurai
Title: Managing Director
TORONTO DOMINION (TEXAS) LLC, as a
Lender
By:	/s/ Jim Bridwell
Print Name: Jim Bridwell
Title: Authorized Signatory
CANADIAN IMPERIAL BANK OF
COMMERCE, as a Lender
By:
Print Name:
Title:
CIBC INC., as a Lender

By:
Print Name: Title:
NATIONAL CITY BANK, CANADA BRANCH, as a Lender
By:	/s/ Caroline Stade
Print Name: Caroline Stade
Title: Vice President
By:	/s/ G. W. Hines
Print Name: G. W. Hines
Title: Senior Vice President
NATIONAL CITY BANK, as a Lender
By:	/s/ Thomas E. Redmond
Print Name: Thomas E. Redmond
Title: Senior Vice President
RABOBANK NEDERLAND, CANADIAN BRANCH, as a Lender
By:	/s/ Rommel J. Domingo
Print Name: Rommel J. Domingo
Title: Vice President
By:	/s/ Kurram Rahman-Khan
Print Name: Kurram Rahman-Khan
Title: Executive Director
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., NEW YORK BRANCH, as a Lender
By:	/s/ Brett Delfino
Print Name: Brett Delfino
Title: Executive Director
By:	/s/ Ian Reece
Print Name: Ian Reece
Title: Managing Director

FIFTH THIRD BANK, as a Lender
By:
Print Name:
Title:
FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, as a Lender
By:
Print Name:
Title:
LASALLE COMMERCIAL LENDING, A DIVISION OF ABN AMRO BANK N.V., CANADA BRANCH, as a Lender
By:
Print Name:
Title:
LASALLE BANK MIDWEST N.A., as a Lender
By:	/s/ Lauren R. Fusco
Print Name: Lauren R. Fusco
Title: First Vice President
GOLDMAN SACHS CREDIT PARTNERS L.P., as a Lender
By:	/s/ Pedro Ramirez
Print Name: Pedro Ramirez
Title: Authorized Signatory
HUNTINGTON NATIONAL BANK, as a Lender
By:	/s/ John M. Luehmann
Print Name: John M. Luehmann
Title: Vice President

ACKNOWLEDGED AND AGREED:
THE THD GROUP, LLC, as Guarantor
By:	/s/ Jonathan F. Catherwood
Print Name: Jonathan F. Catherwood
Title: Executive Vice President
THE TDL GROUP, as Guarantor
By:	/s/ Cynthia J. Devine
Print Name: Cynthia J. Devine
Title: Chief Financial Officer
THE TDL MARKS CORPORATION,
as Guarantor
By:	/s/ Marvin Shahin
Print Name: Marvin Shahin
Title: Director
TIM HORTONS INC., as Guarantor
By:	/s/ Jonathan F. Catherwood
Print Name: Jonathan F. Catherwood
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 Tim 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

TIM HORTONS INC.

By:

Name:

Title:

By:

Name:

Title:

THE TDL GROUP CORP.

By:

Name:

Title:

By:

Name:

Title:

EX-10.B

Exhibit 10(b)

AMENDMENT NO. 1 TO THE

BRIDGE FACILITY CREDIT AGREEMENT,

DATED AS OF FEBRUARY 28, 2006,

among

THE TDL GROUP CORP.,
as Borrower,

TIM HORTONS INC. AND CERTAIN OF ITS SUBSIDIARIES,
as Guarantors,

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
as a Lender

and

ROYAL BANK OF CANADA,
as a Lender

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

          This AMENDMENT NO. 1 amends the Bridge Facility Credit Agreement, dated as of February 28, 2006 (the “Bridge Credit Agreement”), by and among The TDL Group Corp, as borrower (the “Borrower”), Tim Hortons Inc. (“THI”) and certain of its Subsidiaries, as Guarantors, JPMorgan Chase Bank, N.A., Toronto Branch (“JPMorgan Chase”), as a lender, and Royal Bank of Canada (“RBC”), as a lender (JPMorgan Chase and RBC shall each be referred to herein as a “Lender” and collectively as the “Lenders”).

WITNESSETH:

          WHEREAS, the parties hereto wish to amend Section 5.11(a) and (b) of the Bridge 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 THI’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 Bridge 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 Bridge Credit Agreement shall, from and after the date hereof, refer to the Bridge Credit Agreement, as amended hereby.

ARTICLE II
AMENDMENTS
TO BRIDGE CREDIT AGREEMENT

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

     “(a) Consolidated Total Debt to Consolidated EBITDA: THI and its Subsidiaries 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 (THI’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 (THI’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 Bridge Credit Agreement. Section 5.11(b) of the Bridge Credit Agreement is hereby deleted in its entirety and the following is substituted in its stead:

     “(b) Fixed Charge Coverage Ratio. THI 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 (THI’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 (THI’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 Lenders of a copy of this Amendment No. 1 duly executed by the Borrower and each Lender.

     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 Bridge 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 Bridge Credit Agreement other than as expressly set forth herein and further agree and acknowledge that the Bridge 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 Amendment No. 1 may be changed, waived, modified or varied in any manner, whatsoever, except in accordance with the Bridge Credit Agreement.

          SECTION 3.5 Authorization. The Borrower represents and warrants to the Lenders that this Amendment No. 1 has been duly authorized by all necessary corporate action on the part of the Borrower and has been duly executed and delivered by the Borrower to the Lenders.

          SECTION 3.6 Reaffirmation of Guarantees. Each Guarantor hereby agrees and acknowledges that the Guarantee provided by such Guarantor remains and continues in full force and effect and is hereby ratified and reaffirmed in all respects.

          SECTION 3.7 Governing Law. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO.

          SECTION 3.8 Expenses. The Borrower hereby agrees to pay all reasonable out-of-pocket expenses incurred by the Lenders and their Affiliates in connection with this Amendment No. 1 in accordance with Section 9.3(a) of the Bridge Credit Agreement.

          SECTION 3.9 Officer’s Certificate. The Borrower and THI shall, on or before one (1) Business Day after the execution of this Amendment No. 1, provide to the Lenders an amendment certificate in the form of Exhibit A hereto. Failure to provide such certificate shall constitute an Event of Default under the Bridge Credit Agreement.

[Balance of page intentionally left blank. Signature page follows.]

     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 Borrower
By:	/s/ Cynthia J. Devine
Printed Name:  Cynthia J. Devine
Title:  Executive Vice President and Chief Financial Officer

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
By:	/s/ Paul R. DeMelo
Print Name:  Paul R. DeMelo
Title:  Managing Director

ROYAL BANK OF CANADA
By:	/s/ Kevin P. Adams
Print Name:  Kevin P. Adams
Title:  Authorized Signatory

ACKNOWLEDGED AND AGREED:

THE TDL GROUP, as Guarantor
By:	/s/ Cynthia J. Devine
Print Name: Cynthia J. Devine
Title: Chief Financial Officer
THE TDL MARKS CORPORATION, as Guarantor
By:	/s/ Marvin Shahin
Print Name: Marvin Shahin
Title: Director

TIM HORTONS INC., as Guarantor
By:	/s/ Jonathan F. Catherwood
Print Name: Jonathan F. Catherwood
Title: Vice President

EXHIBIT A

FORM OF AMENDMENT CERTIFICATE

TO:	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, and ROYAL BANK OF CANADA
RE:	Bridge Facility Credit agreement dated as of February 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Bridge Credit Agreement”), among The TDL Group Corp., as borrower (the “Borrower”), Tim Hortons Inc. (“THI”) and certain of its Subsidiaries as guarantors, JPMorgan Chase Bank, N.A., Toronto Branch and Royal Bank of Canada, as Lenders.
	We hereby certify, after due and careful investigation, that:
	(i)	each of the representations and warranties made by the Borrower and THI 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 and accepted by the 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 Bridge Credit Agreement and used herein have the meanings given to them by the Bridge Credit Agreement.

          DATED: April ___, 2006

THE TDL GROUP CORP.
By:
	Name:
	Title:

By:
	Name:
	Title:

TIM HORTONS INC.
By:
	Name:
	Title:

By:
	Name:
	Title:

EX-99

Exhibit 99

Tim Hortons Inc. announces strong first-quarter results

Revenue increased 15% to $372.8 million

Net income up 34% to $63.6 million

     OAKVILLE, Ontario (April 27, 2006) — Tim Hortons Inc. (TSX/NYSE: THI) today announced strong results for the first quarter of 2006.

     All results are in Canadian dollars.

First-quarter results

• Total revenues were $372.8 million in the first quarter, compared to $323.6 million in the first quarter of 2005, a 15.2% increase.

• Tim Hortons® opened a total of 27 restaurants during the quarter. The openings consisted of 20 restaurants in Canada and 7 in the United States.

• Same-store sales were very strong, as the Company reported increases of 8.7% in Canada and 9.8% in the United States. As of April 2, 2006, 99% of the Company’s stores in Canada — and 78% of the stores in the U.S. — were franchised.

     The Company’s first-quarter operating income was $83.1 million compared to $72.5 million in the first quarter of 2005, a 14.6% increase driven by strong same-store sales and new store development. First-quarter pretax income was $74.6 million compared to $70.7 million in 2005, a 5.6% increase. Net income was $63.6 million compared to $47.5 million in 2005, a 33.9% increase driven by a year-over-year decrease in the Company’s effective tax rate. Reported diluted earnings per share (EPS) were $0.39 compared to $0.30 in 2005.

     The Company benefited from a lower year-over-year first-quarter effective tax rate, which resulted primarily from two items:

• The deferred tax reversal of previously accrued Canadian withholding taxes, which decreased first-quarter income tax expense by approximately $5.8 million.

• Permanent book and tax differences relating to certain hedge transactions, which decreased first-quarter income tax expense by approximately $4.3 million.

     The Company does not expect to realize benefits of a similar nature in subsequent periods.

     In the first quarter of 2006, general and administrative (G&A) costs were $28.3 million, or 7.6% of revenue, compared to $25.5 million, or 7.9% of revenue, in 2005. The $2.8 million increase over 2005 resulted primarily from:

• Expenses related to the Company’s March initial public offering (IPO).

• Costs for resources necessary to operate as a stand-alone public company.

• Expensing of restricted stock units. Tim Hortons began issuing and expensing restricted stock units in the second quarter of 2005.

The Company’s G&A as a percentage of revenue has historically been highest in the first quarter compared to the balance of the year because of lower sales resulting primarily from fewer new restaurant openings and post-holiday spending patterns.

     During the first quarter, the Company and its subsidiaries entered into third-party debt consisting of an aggregate of $500 million currently outstanding under a $300 million five-year term loan and a $200 million bridge loan, as well as a U.S. $100 million revolver (undrawn) and a $200 million revolver (undrawn). The Company expects to repay the $200 million bridge loan in its entirety during the second quarter. Net interest expense in the first quarter of 2006 was $8.5

million compared to $1.9 million in the first quarter of 2005. The 2006 first-quarter amount includes interest expense incurred under the third-party debt as well as $6.8 million in net affiliated interest expense that reflects net borrowings by Tim Hortons from Wendy’s International, Inc. The Company’s indebtedness to Wendy’s was paid off in April with proceeds from the Company’s IPO.

Strong promotional calendar, new products contribute to strong first-quarter sales

     Tim Hortons promoted its Yogurt and Berries (in Canada) and its Coffee and Bagel combo (in the U.S.) during January. In Canada during February, the Company promoted its chicken noodle soup and turkey bacon club combo and ran coffee-specific advertising in Canada during the Olympics. In the U.S. during February, the Company promoted its flavoured coffees and began to roll out its new Hot Breakfast Sandwich. In March, Tim Hortons ran its annual “Roll Up the Rim to Win®” contest that provides consumers in Canada and the U.S. the opportunity to win valuable prizes.

     “We are proud of the strong quarter that we have delivered in our first reporting period as a public company,” said Chief Executive Officer and President Paul House. “Our robust sales performance reflects our continued focus on new product development and store-level operations, as well as a strong marketing and promotional calendar. Unseasonably mild weather also aided our sales performance.”

     From late March through last week, Tim Hortons promoted its new caramel-themed baked goods, including its caramel turnovers, caramel apple fritters, caramel streusel cakes and caramel-chocolate donuts. The Company this week began promoting its new flavoured iced cappuccino, which is available with butter caramel, French vanilla, hazelnut or raspberry “flavour shots.” The flavour shots are also available in other beverages such as coffee, hot chocolate, tea, hot cappuccino and café mocha.

Tim Hortons completes IPO, now listed on TSX and NYSE

     Tim Hortons completed its IPO of 17.25% of the Company, with trading commencing on the Toronto Stock Exchange and New York Stock Exchange on March 24. The IPO transaction closed on March 29. Wendy’s International, Inc. (NYSE: WEN) maintains an 82.75% ownership in the Company and has announced that it intends to spin off the remainder of Tim Hortons by December 31, 2006.

Company names Michael J. Endres, J. Randolph Lewis and Wayne C. Sales to its Board of Directors; James V. Pickett named Chairman of the Board

     Tim Hortons announced that it has added Michael J. Endres, J. Randolph Lewis and Wayne C. Sales to its Board of Directors. The Company also appointed James V. Pickett as its Chairman of the Board.

     Endres is a principal of Stonehenge Financial Holdings, Inc. He was formerly Vice Chairman of Banc One Capital Holdings Corporation and Chairman of Banc One Capital Partners. He also serves on the Board of Directors for Huntington Bancshares, Incorporated, ProCentury Corporation and Worthington Industries, among others.

     Lewis is Senior Vice President, Distribution and Logistics for Walgreen Co., the nation’s largest drug store. He is also a member of the Board of Directors of Wendy’s International, Inc.

     Sales is President and Chief Executive Officer of Canadian Tire. He has helped grow Canadian Tire’s business into a top-quartile performer among North American retailers in total returns to shareholders. Canadian Tire’s retail sales have increased nearly $2 billion since Sales became CEO in 2000 and now surpass $8 billion.

     Pickett is Chairman of The Pickett Realty Advisors Inc. in Dublin, Ohio. He is also currently Chairman at Wendy’s International, Inc., where he has served on the Board of Directors since 1982.

First Quarter conference call and webcast scheduled for today, April 27

     The Company will host a conference call, along with Wendy’s executive management, at 2:00 pm (Eastern) today, Thursday, April 27. Investors and the public may participate in the conference call as follows:

• Phone Call: The dial-in number is 877-572-6014 (Canada and U.S.) or 706-679-4852 (International). No need to register in advance.

• Simultaneous Web Cast: Available at www.wendys-invest.com. The call will also be archived at that site.

Same-Store Sales Summary

	1Q 2006**			1Q 2005
Tim Hortons Canada*		8.7	%		5.8	%
Tim Hortons U.S.*		9.8	%		7.7	%

* As of April 2, 2006, 99% of the Company’s stores in Canada — and 78% of the stores in the U.S. — were franchised.

** March sales results benefited from an Easter shift as the holiday was in the first quarter a year ago, but will be reported in the second quarter this year.

Tim Hortons Inc. overview

     Tim Hortons Inc. is Canada’s largest quick service restaurant chain. Founded in 1964 as a coffee and donut shop, Tim Hortons has evolved to meet consumer tastes, with a menu that now includes premium coffee, flavoured cappuccinos, specialty teas, home-style soups, fresh sandwiches and fresh baked goods. As of April 2, 2006, Tim Hortons system-wide restaurants numbered 2,611 in Canada and 292 in the United States. More information about the Company is available at www.timhortons-invest.com.

INVESTORS AND FINANCIAL MEDIA:

John Barker: (614) 764-3044 or john_barker@wendys.com
David Poplar (614) 764-3547 or david_poplar@wendys.com

GENERAL MEDIA INQUIRIES:

Nick Javor: (905) 339-6176

TIM HORTONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of Canadian dollars, except per share data)
(Unaudited)

	First Quarter Ended
	4/2/2006			4/3/2005			$ Change			% Change
REVENUES
Sales	$	242,651		$	209,296		$	33,355			15.9	%
Franchise revenues
Rents and royalties		115,524			102,056			13,468			13.2	%
Franchise fees		14,583			12,237			2,346			19.2	%
		130,107			114,293			15,814			13.8	%
TOTAL REVENUES		372,758			323,589			49,169			15.2	%
COSTS AND EXPENSES
Cost of sales		213,912			183,067			30,845			16.8	%
Operating expenses		42,995			38,194			4,801			12.6	%
Franchise fee costs		13,917			12,036			1,881			15.6	%
General & administrative expenses		28,286			25,463			2,823			11.1	%
Equity income		(8,453	)		(7,606	)		(847	)		11.1	%
Other (income) expense, net		(1,010	)		(74	)		(936	)		N/M
TOTAL COSTS & EXPENSES, NET		289,647			251,080			38,567			15.4	%
OPERATING INCOME		83,111			72,509			10,602			14.6	%
Interest (expense)		(4,116	)		(853	)		(3,263	)		N/M
Interest income		2,429			752			1,677			N/M
Affiliated interest (expense), net		(6,789	)		(1,754	)		(5,035	)		N/M
INCOME BEFORE INCOME TAXES		74,635			70,654			3,981			5.6	%
INCOME TAXES		11,045			23,153			(12,108	)		(52.3	%)
NET INCOME	$	63,590		$	47,501		$	16,089			33.9	%
Basic and fully dilutive earnings per share of common stock	$	0.39		$	0.30		$	0.09			30.0	%
Weighted average basic and fully dilutive shares of common stock (in thousands)		161,785			159,953			1,832			1.1	%
N/M — not meaningful

TIM HORTONS INC. AND SUBSIDARIES
CONSOLIDATED BALANCE SHEETS
(In thousands of Canadian dollars)

	April 2,		January 1,
	2006		2006
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	978,075	$	186,182
Accounts receivable, net		89,425		85,695
Notes receivable, net		12,741		11,545
Deferred income taxes		6,228		4,273
Inventories and other, net		47,927		39,322
Advertising fund restricted assets		19,275		17,055
		1,153,671		344,072
Property and equipment, net		1,075,771		1,061,646
Notes receivable, net		13,753		15,042
Deferred income taxes		18,424		17,913
Intangible assets, net		4,087		4,221
Equity investments		141,066		141,257
Other assets		11,281		12,712
	$	2,418,053	$	1,596,863

TIM HORTONS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands of Canadian dollars)

	April 2,			January 1,
	2006			2006
	(Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	82,274		$	110,086
Accrued expenses:
Salaries and wages		6,388			15,033
Taxes		44,961			62,952
Other		41,326			61,944
Deferred income taxes		239			349
Advertising fund restricted liabilities		34,321			34,571
Amounts payable to Wendy’s		14,851			10,585
Notes payable to Wendy’s		622,077			1,116,288
Current portion of long-term obligations		208,069			7,985
		1,054,506			1,419,793
Long-term obligations
Term debt		321,521			21,254
Advertising fund restricted debt		26,641			22,064
Capital leases		44,273			44,652
		392,435			87,970
Deferred income taxes		9,754			15,159
Other long-term liabilities		34,858			34,563
Commitments and contingencies
Shareholders’ equity
Common stock, (US$0.001 par value per share),
Authorized: 1,000,000,000 shares,
Issued: 193,302,977 and 159,952,977 shares, respectively		289			239
Capital in excess of stated value		918,767			81,249
Retained earnings		80,020			16,430
Accumulated other comprehensive income (expense):
Cumulative translation adjustments and other		(72,576	)		(52,911	)
		926,500			45,007
Unearned compensation — restricted stock		—			(5,629	)
		926,500			39,378
	$	2,418,053		$	1,596,863

TIM HORTONS INC. AND SUBSIDIARIES
SYSTEMWIDE RESTAURANTS

					Increase/				Increase/
	As of		As of		(Decrease)		As of		(Decrease)
	April 2, 2006		January 1, 2006		From Prior Quarter		April 3, 2005		From Prior Year
Tim Hortons
U.S.
Company		63		62		1		67		(4	)
Franchise		229		226		3		193		36
		292		288		4		260		32
Canada
Company		35		33		2		33		2
Franchise		2,576		2,564		12		2,445		131
		2,611		2,597		14		2,478		133
Total Tim Hortons
Company		98		95		3		100		(2	)
Franchise		2,805		2,790		15		2,638		167
		2,903		2,885		18		2,738		165

TIM HORTONS INC. AND SUBSIDIARIES
Income Statement Definitions

Sales	Primarily includes sales of products, supplies and restaurant equipment (except for initial equipment packages sold to franchisees as part of the establishment of their restaurant’s business — see “Franchise Fees”) that are shipped directly from our warehouses or by third party distributors to the restaurants, which we refer to as warehouse or distribution sales. Sales also include sales from company-operated restaurants and sales from franchise restaurants that are consolidated in accordance with FIN 46R.
Rents and Royalties	Includes franchisee royalties and rental revenues.
Franchise Fees	Includes fees for various costs and expenses related to establishing a franchisee’s business and include the sales revenue from initial equipment packages.
Cost of Sales	Includes costs associated with our distribution warehouses, including cost of goods, direct labour and depreciation as well as the cost of goods delivered by third party distributors to the restaurants and for canned coffee sold through grocery stores. It also includes food, paper and labour costs for company-operated restaurants and franchise restaurants that are consolidated in accordance with FIN 46R.
Operating Expenses	Includes rent expense related to properties leased to franchisees and other property-related costs (including depreciation).
Franchise fee costs	Includes costs of equipment sold to franchisees as part of the initiation of their restaurant business, as well as training and other costs necessary to ensure a successful restaurant opening.
General and Administrative	Includes costs that cannot be directly related to generating revenue, including expenses associated with our corporate and administrative functions, allocation of expenses related to corporate functions and services historically provided to us by Wendy’s and depreciation of office equipment, information technology systems and head office real estate.
Equity Income	Includes income from equity investments in joint ventures and other minority investments over which we exercise significant influence. Equity income from these investments is considered to be an integrated part of our business operations and is therefore included in operating income. Income amounts are shown as reductions to total costs and expenses.
Other Income and Expense	Includes expenses (income) that are not directly derived from the Company’s primary businesses. Items include restaurant closures, currency adjustments, real estate sales and other asset write-offs.

TIM HORTONS INC.
Safe Harbor Under the Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statement. Tim Hortons Inc. (the “Company”) desires to take advantage of the “safe harbor” provisions of the Act.

Certain information in this news release, particularly information regarding future economic performance and finances, and plans, expectations, and objectives of management, is forward-looking. The following factors, in addition to other factors set forth in the Company’s final Prospectus filed with the Securities and Exchange Commission (“SEC”) on March 24, 2006 and in other press releases, communications, or filings made with the SEC or the Ontario Securities Commission, and other possible factors not previously identified, could affect the Company’s actual results and cause such results to differ materially from those expressed in forward-looking statements:

Competition. The quick-service restaurant industry is intensely competitive with respect to price, service, location, personnel, qualified franchisees, and type and quality of food. The Company and its franchisees compete with international, regional and local organizations, primarily through the quality, variety, and value perception of food products offered. The number and location of units, quality and speed of service, attractiveness of facilities, effectiveness of advertising/marketing and operational programs, and new product development by the Company and its competitors are also important factors. Certain of the Company’s competitors have substantially larger marketing budgets.

Economic, Market and Other Conditions. The quick-service restaurant industry is affected by changes in international, national, regional, and local economic and political conditions, consumer preferences and perceptions (including food safety, health, or dietary preferences and perceptions), spending patterns, consumer confidence, demographic trends, seasonality, weather events and other calamities, traffic patterns, the type, number and location of competing restaurants, enhanced governmental regulation (including nutritional and franchise regulations), changes in capital market conditions that affect valuations of restaurant companies in general or the Company’s goodwill in particular, litigation relating to food quality, handling, or nutritional content, and the effects of war or terrorist activities and any governmental responses thereto. Factors such as inflation, food costs, labor and benefit costs, legal claims, disruptions to supply chain or changes in the price, availability, and shipping costs of supplies, and utility and other operating costs also affect restaurant operations and expenses. The ability of the Company and its franchisees to finance new restaurant development, improvements, and additions to existing restaurants, and the acquisition of restaurants from, and sale of restaurants to franchisees, are affected by economic conditions, including interest rates and other government policies impacting land and construction costs and the cost and availability of borrowed funds.

Factors Affecting Growth. There can be no assurance that the Company or its franchisees will be able to achieve new restaurant growth objectives in Canada or the U.S. The opening and ongoing financial success of the Company’s and its franchisees’ restaurants depends on various factors, including many of the factors set forth in this cautionary statement, as well as sales levels at existing restaurants, factors affecting construction costs generally, and the generation of sufficient cash flow by the Company to pay ongoing construction costs. In addition, the U.S. markets in which the Company seeks to expand may have competitive conditions (including higher construction, occupancy, or operating costs), consumer tastes, or discretionary spending patterns that differ from the Company’s existing markets, and there may be a lack of brand awareness in such markets. There can be no assurance that the Company will be able to successfully adapt its brand, development efforts, and restaurants to these differing market conditions.

Manufacturing and Distribution Operations. The occurrence of any of the following factors is likely to result in increased operating costs and depressed profitability of the Company’s distribution operations and may also damage the Company’s relationship with franchisees: higher transportation costs, disruptions in supply chain, price fluctuations, climate conditions, industry demand, changes in international commodity markets (especially for coffee, which is highly volatile in terms of price and supply), and the adoption of additional environmental or health and safety laws and regulations. The Company’s manufacturing and distribution operations in the U.S. are also subject to competition from other qualified distributors, which could reduce the price the Company receives for supplies sold to U.S. franchisees.

Joint Venture to Manufacture and Distribute Par-Baked Products for Tim Hortons Restaurants. The profitability of the Maidstone Bakeries joint venture, which manufactures and distributes par-baked products for the Company’s and its franchisees’ restaurants, could be affected by a number of factors, including many of the factors set forth in this cautionary statement. Additionally, there can be no assurance that both the Company and its joint venture partner will continue with the joint venture. If the joint venture terminates, it may be necessary, under certain circumstances, for the Company to build its own par-baking facility or find alternate products or production methods.

Importance of Locations. The success of Company and franchised restaurants is dependent in substantial part on location. There can be no assurance that current locations will continue to be attractive, as demographic patterns change. It is possible the neighborhood or economic conditions where restaurants are located could decline in the future, thus resulting in potentially reduced sales in those locations.

Government Regulation. The Company and its franchisees are subject to various federal, state, provincial, and local (“governmental”) laws affecting its and its franchisees’ businesses. The development and operation of restaurants depend to a significant extent on the selection, acquisition, and development of suitable sites, which are subject to zoning, land use (includes drive thrus), environmental, traffic, franchise, design and operational requirements, and other regulations. Additional governmental laws and regulation affecting the Company and its franchisees include: licensing; health, food preparation, sanitation and safety; labour (including applicable minimum wage requirements, overtime, working and safety conditions, and citizenship requirements); tax; employee benefits; accounting; and anti-discrimination. Changes in these laws and regulations, or the implementation of additional regulatory requirements, particularly increases in applicable minimum wages, taxes, or franchise requirements, may adversely affect financial results.

Foreign Exchange Fluctuations. The majority of the Company’s business is conducted in Canada. If the U.S. dollar falls in value relative to the Canadian dollar, then U.S. operations would be less profitable because of the increase in U.S. operating costs resulting from the purchase of supplies from Canadian sources, and U.S. operations will contribute less to the Company’s consolidated results. Exchange rate fluctuations may also cause the price of goods to increase or decrease for the Company and its franchisees.

The Company’s Relationship with Wendy’s. As long as Wendy’s has voting control of the Company, Wendy’s will have the ability to control all matters affecting the Company, including the composition of its board of directors and the resolution of conflicts of interest that may arise between Wendy’s and the Company in a number of areas. The separation agreements with Wendy’s may severely limit the Company’s ability to affect future financings, acquisitions, dispositions, the issuance of additional securities and certain debt instruments, and to take certain other actions.

Mergers, Acquisitions and Other Strategic Transactions. The Company intends to evaluate potential mergers, acquisitions, joint venture investments, alliances, vertical integration opportunities and divestitures. These transactions involve various inherent risks, including accurately assessing the value, future growth potential, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates; the potential loss of key personnel of an acquired business; the Company’s ability to achieve projected economic and operating synergies; difficulties successfully integrating, operating, maintaining and managing newly-acquired operations or employees; difficulties maintaining uniform standards, controls, procedures and policies; the possibility the Company could incur impairment charges if an acquired business performs below expectations; unanticipated changes in business and economic conditions affecting an acquired business; and diversion of management’s attention from the demands of the existing business. In addition, there can be no assurance that the Company will be able to complete desirable transactions, for reasons including a failure to secure financing, as a result of the Company’s arrangements with Wendy’s, or restrictive covenants in debt instruments or other agreements with third parties, including the Maidstone Bakeries joint venture arrangements.

Debt Obligations. The Company’s significant debt obligations could have adverse consequences, including increasing the Company’s vulnerability to adverse economic, regulatory, and industry conditions, limiting the Company’s ability to compete and its flexibility in planning for, or reacting to, changes in its business and the industry; limiting the Company’s ability to borrow additional funds, and requiring the Company to dedicate significant cash flow from operations to payments on debt (and there can be no assurance that the Company’s cash flow will be sufficient to service its debt), thereby reducing funds available for working capital, capital expenditures, acquisitions, and other purposes. In addition, the Company’s credit facilities include restrictive covenants that limit its flexibility to respond to future events and take advantage of contemplated strategic initiatives.

Other Factors Affecting the Company. The following factors could also cause actual results to differ from expectations: an inability to retain executive officers and other key personnel or attract additional qualified management personnel to meet business needs; an inability to adequately protect the Company’s intellectual property and trade secrets from infringement actions or unauthorized use by others; operational or financial shortcomings of franchised restaurants and franchisees; liabilities and losses associated with owning and leasing significant amounts of real estate; new and significant legal, accounting, and other expenses to comply with public-company corporate governance and financial reporting requirements; failure to implement or ineffective maintenance of securities compliance, internal control processes, or corporate governance; implementation of new or changes in interpretation of U.S. GAAP policies or practices; and, potential unfavorable variance between estimated and actual liabilities and volatility of actuarially-determined losses and loss estimates.

Readers are cautioned not to place undue reliance on forward-looking statements contained in this news release, which speak only as of the date thereof. Except as required by federal or provincial securities laws, the Company undertakes no obligation to publicly release any revisions to the forward-looking statements contained in this release, or to update them to reflect events or circumstances occurring after the date of this release, or to reflect the occurrence of unanticipated events, even if new information, future events, or other circumstances have made them incorrect or misleading.