CLASS A-1 NOTE PURCHASE AGREEMENT (SERIES 2012-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1) dated as of March 15, 2012 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 • March 19th, 2012 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of March 15, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:
DOMINO’S PIZZA MASTER ISSUER LLC, CERTAIN SUBSIDIARIES OF DOMINO’S PIZZA MASTER ISSUER LLC PARTY HERETO, DOMINO’S SPV GUARANTOR LLC, DOMINO’S PIZZA LLC, as Manager and in its individual capacity, DOMINO’S PIZZA NS CO., and CITIBANK, N.A., as Trustee...Management Agreement • March 19th, 2012 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
This AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as March 15, 2012 (this “Agreement”), is entered into 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 SPV Canadian Holdco, the “Co-Issuers”), Domino’s SPV Guarantor LLC, a Delaware limited liability company (the “SPV Guarantor”), Domino’s Pizza Franchising LLC, a Delaware limited liability company (the “Domestic Franchisor”), Domino’s Pizza International Franchising Inc., a Delaware corporation (the “International Franchisor”), Domino’s Pizza Canadian Distribution ULC, a Nova Scotia unlimited company (the “Canadian Distributor”), Domino’s E
DOMINO’S PIZZA MASTER ISSUER LLC, DOMINO’S PIZZA DISTRIBUTION LLC, DOMINO’S IP HOLDER LLC and DOMINO’S SPV CANADIAN HOLDING COMPANY INC. each as Co-Issuer and CITIBANK, N.A., as Trustee and Series 2012-1 Securities Intermediary SERIES 2012-1...Dominos Pizza Inc • March 19th, 2012 • Wholesale-groceries & related products • New York
SERIES 2012-1 SUPPLEMENT, dated as of March 15, 2012 (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 2012-1 Securities Intermediary, to the Base Indenture, dated as of the date hereof, by and among the Co-Issuers and CITIBANK, N.A., as Trustee and as Securities Intermediary (as amended, modified or supplemented from time to time, exclusive of Series Supplements, th
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by DOMINO’S SPV GUARANTOR LLC, DOMINO’S PIZZA FRANCHISING LLC, DOMINO’S PIZZA INTERNATIONAL FRANCHISING INC., DOMINO’S PIZZA CANADIAN DISTRIBUTION ULC, DOMINO’S RE LLC, and DOMINO’S EQ LLC...Guarantee and Collateral Agreement • March 19th, 2012 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 15, 2012, 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, DOMINO’S PIZZA CANADIAN DISTRIBUTION ULC, a Nova Scotia unlimited company, DOMINO’S RE LLC, a Delaware limited liability company, and DOMINO’S EQ LLC, a Delaware limited liability 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”) for the benefit of the Secured Parties.
DOMINO’S PIZZA MASTER ISSUER LLC, DOMINO’S PIZZA DISTRIBUTION LLC, DOMINO’S IP HOLDER LLC and DOMINO’S SPV CANADIAN HOLDING COMPANY INC. each as Co-Issuer and CITIBANK, N.A., as Trustee and Securities Intermediary AMENDED AND RESTATED BASE INDENTURE...Base Indenture • March 19th, 2012 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
AMENDED AND RESTATED BASE INDENTURE, dated as of March 15, 2012, 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.
