DOMINO’S PIZZA MASTER ISSUER LLC, DOMINO’S IP HOLDER LLC, DOMINO’S PIZZA DISTRIBUTION LLC AND DOMINO’S SPV CANADIAN HOLDING COMPANY INC. SERIES 2015-1 3.484% FIXED RATE SENIOR SECURED NOTES, CLASS A-2-I SERIES 2015-1 4.474% FIXED RATE SENIOR SECURED...Purchase Agreement • October 22nd, 2015 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
The Offered Notes (i) will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) and (ii) are to be issued pursuant to the Amended and Restated Base Indenture, dated as of March 15, 2012 (the “Initial Closing Date”), (as amended and supplemented as of the date hereof, the “Base Indenture”), and the Series 2015-1 Supplement thereto (the “Series 2015-1 Supplement” and, together with the Base Indenture and the Series 2012-1 Supplement thereto, dated as of March 15, 2012, the “Indenture”), to be dated as of the Closing Date, in each case entered into by and among the Co-Issuers and Citibank, N.A., as trustee (in such capacity, the “Trustee”) and as securities intermediary. The Co-Issuers’ obligations under the Offered Notes will be jointly and severally irrevocably and unconditionally guaranteed (the “Guarantees”) by Domino’s SPV Guarantor LLC, a Delaware limited liability company (the “SPV Guarantor”), Domino’s Pizza Franchising LLC, a Delaware
CLASS A-1 NOTE PURCHASE AGREEMENT (SERIES 2015-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1) dated as of October 21, 2015 among DOMINO’S PIZZA MASTER ISSUER LLC, DOMINO’S SPV CANADIAN HOLDING COMPANY INC., DOMINO’S PIZZA DISTRIBUTION LLC, and DOMINO’S...Note Purchase Agreement • October 22nd, 2015 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of October 21, 2015 (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:
AMENDMENT NO. 1 Dated as of October 21, 2015 TO PARENT COMPANY SUPPORT AGREEMENT Dated as of March 15, 2012 made by DOMINO’S PIZZA, INC. in favor of CITIBANK, N.A., as TrusteeParent Company Support Agreement • October 22nd, 2015 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
AMENDMENT NO. 1, dated as of October 21, 2015 (this “Amendment No. 1”), to Parent Company Support Agreement, dated as of March 15, 2012 (the “Parent Company Support Agreement”), made by Domino’s Pizza, Inc., a Delaware corporation (“Holdco”), in favor of Citibank, N.A., a national banking association (“Citibank”), as the trustee under the Indenture referred to therein (in such capacity, the “Trustee”).
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 2015-1 Securities Intermediary SERIES 2015-1...Series 2015-1 Supplement • October 22nd, 2015 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
SERIES 2015-1 SUPPLEMENT, dated as of October 21, 2015 (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 2015-1 Securities Intermediary, to the Base Indenture, dated as March 15, 2012, 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, the
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 FIRST SUPPLEMENT Dated as of...First Supplement to Amended and Restated Base Indenture • October 22nd, 2015 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
FIRST SUPPLEMENT, dated as of September 16, 2013 (this “First Supplement”), to the Amended and Restated Base Indenture, dated as of March 15, 2012 (the “Original Base Indenture”), 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”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”), and as securities intermediary.
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 SECOND SUPPLEMENT Dated as of October...Second Supplement to Amended and Restated Base Indenture • October 22nd, 2015 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
SECOND SUPPLEMENT, dated as of October 21, 2015 (this “Second Supplement”), to the Amended and Restated Base Indenture, dated as of March 15, 2012 (the “Amended and Restated Base Indenture”), 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”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”), and as securities intermediary.
PARENT COMPANY SUPPORT AGREEMENT made by DOMINO’S PIZZA, INC. in favor of CITIBANK, N.A., as Trustee Dated as of March 15, 2012Parent Company Support Agreement • October 22nd, 2015 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
PARENT COMPANY SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 15, 2012, made by DOMINO’S PIZZA, INC., a Delaware corporation (“Holdco”), in favor of CITIBANK, N.A., a national banking association (“Citibank”), as trustee under the Indenture referred to below (in such capacity, together with its successors, the “Trustee”) for the benefit of the Secured Parties. All capitalized terms used herein but not otherwise defined herein shall have the meanings contemplated in Section 1 hereof.
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 THIRD SUPPLEMENT Dated as of October...Third Supplement to Amended and Restated Base Indenture • October 22nd, 2015 • Dominos Pizza Inc • Wholesale-groceries & related products • New York
THIRD SUPPLEMENT, dated as of October 21, 2015 (this “Third Supplement”), to the Amended and Restated Base Indenture, dated as of March 15, 2012 (the “Amended and Restated Base Indenture”), 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”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”), and as securities intermediary.
