BASE INDENTURE Dated as of April 16, 2007Base Indenture • May 2nd, 2007 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
BASE INDENTURE, dated as of April 16, 2007, by and among DOMINO’S PIZZA MASTER ISSUER LLC, a Delaware limited liability company (the “Master Issuer”), DOMINO’S PIZZA DISTRIBUTION LLC, a Delaware limited liability company (the “Domestic Distributor”), DOMINO’S SPV CANADIAN HOLDING COMPANY INC., a Delaware corporation (the “SPV Canadian Holdco”), DOMINO’S IP HOLDER LLC, a Delaware limited liability company (the “IP Holder” and together with the Master Issuer, the Domestic Distributor and the SPV Canadian Holdco, collectively, the “Co-Issuers” and each, a “Co-Issuer”), each as a Co-Issuer, and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”), and as securities intermediary.
GUARANTEE AND COLLATERAL AGREEMENT made by DOMINO’S SPV GUARANTOR LLC, DOMINO’S PIZZA FRANCHISING LLC, DOMINO’S PIZZA INTERNATIONAL FRANCHISING INC., and DOMINO’S PIZZA CANADIAN DISTRIBUTION ULC each as a Guarantor in favor of CITIBANK, N.A., as...Guarantee and Collateral Agreement • May 2nd, 2007 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
GUARANTEE AND COLLATERAL AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 16, 2007, made by DOMINO’S SPV GUARANTOR LLC, a Delaware limited liability company, DOMINO’S PIZZA FRANCHISING LLC, a Delaware limited liability company, DOMINO’S PIZZA INTERNATIONAL FRANCHISING INC., a Delaware corporation, and DOMINO’S PIZZA CANADIAN DISTRIBUTION ULC, a Nova Scotia unlimited company (collectively, together with any Additional Subsidiary Guarantor that becomes a party hereto pursuant to the terms hereof, the “Guarantors”) in favor of CITIBANK, N.A., a national banking association, as trustee under the Indenture referred to below (in such capacity, together with its successors, the “Trustee”).
CLASS A-1 NOTE PURCHASE AGREEMENT (SERIES 2007-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1) dated as of April 16, 2007 among DOMINO’S PIZZA MASTER ISSUER LLC, DOMINO’S IP HOLDER LLC, DOMINO’S PIZZA DISTRIBUTION LLC and DOMINO’S SPV CANADIAN HOLDING...Note Purchase Agreement • May 2nd, 2007 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of April 16, 2007 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:
INSURANCE AND INDEMNITY AGREEMENT among MBIA INSURANCE CORPORATION and AMBAC ASSURANCE CORPORATION as Series 2007-1 Class A Insurers, DOMINO’S PIZZA MASTER ISSUER LLC, DOMINO’S PIZZA DISTRIBUTION LLC, DOMINO’S IP HOLDER LLC and DOMINO’S SPV CANADIAN...Insurance and Indemnity Agreement • May 2nd, 2007 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
INSURANCE AND INDEMNITY AGREEMENT (this “Insurance Agreement” or the “Agreement”), dated as of April 16, 2007 by and among MBIA INSURANCE CORPORATION, a stock insurance company organized under the laws of the state of New York (together with its permitted successors and assigns, “MBIA”), AMBAC ASSURANCE CORPORATION, a stock insurance company organized under the laws of Wisconsin (together with its permitted successors and assigns, “Ambac”, together with MBIA, the “Series 2007-1 Class A Insurers” and each individually an “Series 2007-1 Class A Insurer”); DOMINO’S PIZZA MASTER ISSUER LLC, a Delaware limited liability company (the “Master Issuer”), DOMINO’S PIZZA DISTRIBUTION LLC, a Delaware limited liability company (the “Domestic Distributor”), DOMINO’S IP HOLDER LLC, a Delaware limited liability company (the “IP Holder”), DOMINO’S SPV CANADIAN HOLDING COMPANY INC., a Delaware corporation (the “SPV Canadian Holdco”), each as a Co-Issuer (a “Co-Issuer”, and the Master Issuer, the Domesti
SERIES 2007-1 SUPPLEMENT dated as of April 16, 2007 to BASE INDENTURE dated as of April 16, 2007Series Supplement • May 2nd, 2007 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
SERIES 2007-1 SUPPLEMENT, dated as of April 16, 2007 (this “Series Supplement”), by and among DOMINO’S PIZZA MASTER ISSUER LLC, a Delaware limited liability company (the “Master Issuer”), DOMINO’S PIZZA DISTRIBUTION LLC, a Delaware limited liability company (the “Domestic Distributor”), DOMINO’S IP HOLDER LLC, a Delaware limited liability company (the “IP Holder”), DOMINO’S SPV CANADIAN HOLDING COMPANY INC., a Delaware corporation (the “SPV Canadian Holdco” and, together with the Master Issuer, the Domestic Distributor, and the IP Holder, collectively, the “Co-Issuers” and each, a “Co-Issuer”), each as a Co-Issuer, and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2007-1 Securities Intermediary (as defined herein), to the Base Indenture, dated as of the date hereof, by and among the Co-Issuers and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements (as defined in Annex A theret
MASTER SERVICING AGREEMENT Dated as of April 16, 2007 among Domino’s Pizza Master Issuer LLC, certain Subsidiaries of Domino’s Pizza Master Issuer LLC party hereto, Domino’s Pizza LLC, as Master Servicer, Domino’s Pizza NS Co., as a servicer, and...Master Servicing Agreement • May 2nd, 2007 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
This MASTER SERVICING AGREEMENT, dated as of April 16, 2007 (this “Agreement”), is entered into by and among Domino’s SPV Guarantor LLC, a Delaware limited liability company, Domino’s Pizza Master Issuer LLC, a Delaware limited liability company, Domino’s Pizza Franchising LLC, a Delaware limited liability company, Domino’s Pizza International Franchising Inc., a Delaware corporation, Domino’s Pizza Distribution LLC, a Delaware limited liability company, Domino’s IP Holder LLC, a Delaware limited liability company, Domino’s SPV Canadian Holding Company Inc., a Delaware corporation, Domino’s Pizza Canadian Distribution ULC, a Nova Scotia unlimited company, Domino’s Pizza LLC, a Michigan limited liability company, Domino's Pizza NS Co., a Nova Scotia unlimited company, Citibank, N.A., as trustee, together with any other Securitization Entity that becomes party to this Agreement by execution of a joinder substantially in the form attached hereto as Exhibit A. For all purposes of this Agre
