EX-10.3



 Exhibit 10.3 

 
  

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

  
  

AMENDMENT NO. 1 
 Dated as
of October 21, 2015 
 to the 

AMENDED AND RESTATED MANAGEMENT AGREEMENT 

Dated as of March 15, 2012 
  

 
  

 







 AMENDMENT NO. 1 TO AMENDED AND RESTATED MANAGEMENT AGREEMENT 

AMENDMENT NO. 1, dated as of October 21, 2015 (this “Amendment No. 1”), to the Amended and Restated Management
Agreement, dated as March 15, 2012 (the “Management Agreement”) 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 EQ LLC, a Delaware limited liability company (the
“Domestic Distribution Equipment Holder”), Domino’s RE LLC, a Delaware limited liability company (the “Domestic Distribution Real Estate Holder”, and together with the SPV Guarantor, the Domestic Franchisor,
the International Franchisor, the Canadian Distributor and the Domestic Distribution Equipment Holder, the “Guarantors”), Domino’s Pizza LLC, a Michigan limited liability company (“DPL”), Domino’s Pizza NS
Co., a Nova Scotia unlimited company (the “Canadian Manufacturer”), Citibank, N.A. (“Citibank”), as trustee (the “Trustee”). 

W I T N E S S E T H: 
 WHEREAS,
Section 8.2 of the Management Agreement provides, among other things, that the parties to the Management Agreement may amend the Management Agreement from time to time in a writing by such parties, with the consent of the Control Party
if such amendment could reasonably materially and adversely affect the interest of the Noteholders; 
 WHEREAS, the Co-Issuers, the
Guarantors, DPL and the Canadian Manufacturer have duly authorized the execution and delivery of this Amendment No. 1; 
 WHEREAS, the
Control Party is willing to provide its written consent (in accordance with the terms and conditions of the Base Indenture) to the execution of this Amendment No. 1; 

WHEREAS, the holders of the Series 2015-1 Senior Notes have consented to the terms of the amendments to the Management Agreement set forth
herein; and 
 WHEREAS, the Co-Issuers, the Guarantors, DPL, the Canadian Manufacturer and the Trustee wish to amend the Management
Agreement as set forth herein. 

  
 2 








 NOW, THEREFORE, in consideration of the provisions, covenants and the mutual agreements herein
contained, the parties hereto agree as follows: 
 ARTICLE I 

DEFINITIONS 
 Unless
otherwise defined herein, capitalized terms used herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Definitions List attached to the Base Indenture (as defined in the Management Agreement
and as amended, supplement or otherwise modified from time to time, the “Base Indenture”) as Annex A (as such Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the provisions of
the Amended and Restated Base Indenture (the “Base Indenture Definitions List”)). 
 ARTICLE II 

AMENDMENTS 

Section 2.1 Manager Termination Event (section 6.1 of the Management Agreement). Section 6.1(a)(viii) and
Section 6.1(a)(ix) of the Management Agreement are hereby amended by deleting the stricken text and inserting the double underlined text in the following paragraphs: 

(viii) a final non-appealable judgment for an amount in excess of $25,000,000
50,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager or, so long as DPL is the Manager, is rendered against Holdco or Intermediate Holdco by a
court of competent jurisdiction and is not paid or discharged within 30 60 days; 
 (ix) an acceleration of
more than $25,000,00050,000,000 of the Indebtedness of the Manager or, so long as DPL is the Manager, Intermediate Holdco or Holdco; 

ARTICLE III 
 EFFECTIVE DATE;
IMPLEMENTATION DATE 
 The provisions of this Amendment No. 1 shall be effective upon execution and delivery of this instrument by
the parties hereto with the consent of the Control Party. 

  
 3 








 
Notwithstanding the foregoing sentence, Article II of this Amendment No. 1 shall become operative only upon the payment in full of the Outstanding Principal Amount of the Series 2012-1 Class A-2 Notes (as defined in the Series 2012-1 Supplement dated as of March 15, 2012). Except as expressly set forth or contemplated in this Amendment No. 1, the terms and conditions of the
Management Agreement shall remain in place and not be altered, amended or changed in any manner whatsoever, except by any further amendment to the Management Agreement made in accordance with the terms thereof, as amended by this Amendment
No. 1. 
 ARTICLE IV 

GENERAL 
 Section 4.1
Binding Effect. This Amendment No. 1 shall inure to the benefit of and be binding on the respective successors and assigns of the parties hereto. 

Section 4.2 Counterparts. The parties to this Amendment No. 1 may sign any number of copies of this Amendment No. 1. Each
signed copy shall be an original, but all of them together represent the same agreement. 
 Section 4.3 Governing Law. THIS
AMENDMENT No. 1 SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK). 
 Section 4.4 Amendments. This Amendment No. 1 may not be modified or amended except in accordance with
the terms of the Management Agreement. 
 Section 4.5 Matters relating to the Trustee. The Trustee makes no representations or
warranties as to the correctness of the recitals contained herein, which shall be taken as statements of the other parties, or the validity or sufficiency of this Amendment No. 1 and the Trustee shall not be accountable or responsible for or
with respect to nor shall the Trustee have any responsibility for provisions thereof. In entering into this Amendment No. 1, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or
affecting the liability of or affording protection to the Trustee. 
 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

Each party hereto represents and warrants to each other party hereto that this Amendment No. 1 has been duly and validly executed and
delivered by such party and constitutes its legal, valid and binding obligation, enforceable against such party in accordance with its terms. 

[Remainder of Page Intentionally Left Blank] 

  
 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Management
Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. 
  

					
	DOMINO’S PIZZA LLC, as Manager and in its individual capacity
		
	By:	 	  

		 	Name:	 	Adam J. Gacek
		 	Title:	 	Secretary
	
	DOMINO’S PIZZA NS CO.
		
	By:	 	  

		 	Name:	 	Adam J. Gacek
		 	Title:	 	Secretary
	
	DOMINO’S PIZZA MASTER ISSUER LLC
		
	By:	 	  

		 	Name:	 	Adam J. Gacek
		 	Title:	 	Secretary
	
	DOMINO’S PIZZA DISTRIBUTION LLC
		
	By:	 	  

		 	Name:	 	Adam J. Gacek
		 	Title:	 	Secretary


 Domino’s Amendment No. 1 to Amended and Restated Management Agreement 







 
					
	DOMINO’S SPV CANADIAN HOLDING COMPANY INC.
		
	By:	 	  

		 	Name:	 	Adam J. Gacek
		 	Title:	 	Secretary
	
	DOMINO’S IP HOLDER LLC
		
	By:	 	  

		 	Name:	 	Adam J. Gacek
		 	Title:	 	Secretary
	
	DOMINO’S SPV GUARANTOR LLC
		
	By:	 	  

		 	Name:	 	Adam J. Gacek
		 	Title:	 	Secretary
	
	DOMINO’S PIZZA FRANCHISING LLC
		
	By:	 	  

		 	Name:	 	Adam J. Gacek
		 	Title:	 	Secretary
	
	DOMINO’S PIZZA INTERNATIONAL FRANCHISING INC.
		
	By:	 	  

		 	Name:	 	Adam J. Gacek
		 	Title:	 	Secretary


 Domino’s Amendment No. 1 to Amended and Restated Management Agreement 







 
					
	DOMINO’S PIZZA CANADIAN DISTRIBUTION ULC
		
	By:	 	  

		 	Name:	 	Adam J. Gacek
		 	Title:	 	Secretary
	
	DOMINO’S EQ LLC
		
	By:	 	  

		 	Name:	 	Adam J. Gacek
		 	Title:	 	Secretary
	
	DOMINO’S RE LLC
		
	By:	 	  

		 	Name:	 	Adam J. Gacek
		 	Title:	 	Secretary


 Domino’s Amendment No. 1 to Amended and Restated Management Agreement 







 
			
	CITIBANK, N.A.
	as Trustee
		
	By:	 	  

		 	Name:
		 	Title:


 Domino’s Amendment No. 1 to Amended and Restated Management Agreement 








			
	CONSENT OF CONTROL PARTY AND CONTROLLING CLASS REPRESENTATIVE:
	
	MIDLAND LOAN SERVICES, a division of PNC Bank, National Association, as the Control Party in accordance with Section 2.4 of the Servicing Agreement and in its capacity as the Control Party to exercise
the rights of the Controlling Class Representative (pursuant to Section 11.1(d) of the Indenture)
		
	By:	 	  

		 	Name:
		 	Title:

 Domino’s Amendment No. 1 to Amended and Restated Management Agreement