Assumption Agreement



 Exhibit 10.36 
  
 ASSUMPTION AGREEMENT 
  
 ASSUMPTION AGREEMENT (this “Agreement”), dated as of May 12, 2004, made by Domino’s Pizza, Inc., a Delaware corporation (the
“New Credit Agreement Party”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings provided such terms in the Credit Agreement referred to below. 
  
 W I T N E S S E T H : 
  
 WHEREAS, Domino’s, Inc., a Delaware corporation
(“Borrower”), TISM, Inc., a Michigan corporation, the lenders from time to time party thereto (the “Lenders”), J.P. Morgan Securities Inc., as sole lead arranger and book runner (in such capacity, the “Joint
Lead Arranger”), JPMorgan Chase Bank, as administrative agent for the Lenders (in such capacity and together with any successor administrative agent, the “Administrative Agent”), Citicorp North America, Inc., as syndication
agent (in such capacity and together with any successor syndication agent, the “Syndication Agent”) and Bank One, NA, as documentation agent (in such capacity and together with any successor documentation agent, the
“Documentation Agent”), have entered into a Credit Agreement, dated as of July 29, 2002 and amended and restated as of June 25, 2003 (as so amended and restated and as the same may be further amended, supplemented, restated and/or
otherwise modified from time to time, the “Credit Agreement”), providing for the making and/or continuation of Loans to Borrower, and the issuance of Letters of Credit for the account of Borrower, in each case as contemplated
therein (the Lenders, the Collateral Agent, each Issuing Lender, the Administrative Agent, the Joint Lead Arrangers, the Syndication Agent and the Documentation Agent are herein called the “Lender Creditors”); 
  
 WHEREAS, Borrower may at any time and from time to time enter into and
maintain one or more Interest Rate Agreements and Currency Agreements (collectively, together with the Existing Swap Agreements in effect at any time, “Secured Hedging Agreements”) with one or more Lenders or any affiliate thereof
(each such Lender or affiliate, even if the respective Lender subsequently ceases to be a Lender under the Credit Agreement for any reason, together with each financial institution party to an Existing Swap Agreement at any time and each such
Lender’s, affiliate’s or other financial institution’s successors and assigns, if any, collectively, the “Other Creditors,” and together with the Lender Creditors, the “Secured Creditors”);

  
 WHEREAS, in connection with the Credit Agreement, each
Guarantor and the Collateral Agent have entered into a Pledge Agreement, dated as of July 29, 2002 and amended and restated as of June 25, 2003 (as so amended and restated and as the same may be further amended, modified, restated and/or
supplemented from time to time, the “Pledge Agreement”); 
  
 WHEREAS, in connection with the Credit Agreement, each Guarantor and the Collateral Agent have entered into a Security Agreement, dated as of July 29, 2002 and amended and restated as of June 25, 2003 (as so amended
and restated and as the same may be further amended, modified, restated and/or supplemented from time to time, the “Security Agreement”, and together with the Credit Agreement and the Pledge Agreement, the
“Documents”); 







 WHEREAS, pursuant to Section 7.7(xix) of the Credit Agreement, TISM, Inc. has merged with and into the
New Credit Agreement Party (the “Merger”); and 
  
 WHEREAS, the New Credit Agreement Party desires to execute and deliver this Agreement and to become a party to each of the Documents in order to satisfy the requirements set forth in Sections 7.7(xix) and 10.1A(B) of the Credit Agreement;

  
 NOW, THEREFORE, IT IS AGREED: 
  
 1. Credit Agreement. By executing and delivering this Agreement,
which Agreement shall for all purposes be deemed to constitute a counterpart to the Credit Agreement, the New Credit Agreement Party hereby (i) becomes party to the Credit Agreement and expressly irrevocably and absolutely assumes all obligations
and liabilities of TISM, Inc. thereunder, including, without limitation, all obligations and liabilities arising under the Holdings Guaranty, (ii) acknowledges that it is and shall hereafter be “Holdings” for all purposes of the Credit
Agreement and each other Loan Document and (iii) acknowledges that as the surviving corporation of the Merger it is responsible for all obligations of TISM, Inc. under the Credit Agreement and each other Loan Document. Schedule 5.16 to the Credit
Agreement is hereby amended by supplementing said Schedule with the information contained in Annex I of this Agreement. 
  
 2. Pledge Agreement. By executing and delivering this Agreement, which Agreement shall for all purposes be deemed to constitute a counterpart to
the Pledge Agreement, the New Credit Agreement Party hereby (i) becomes party to the Pledge Agreement as a “Pledgor” thereunder, (ii) expressly assumes all obligations and liabilities of a “Pledgor” thereunder and (iii) pledges,
grants and assigns to the Pledgee (as defined in the Pledge Agreement) for the benefit of the Secured Creditors, as security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (as
defined in the Pledge Agreement), a continuing security interest in and to all of the New Credit Agreement Party’s right, title and interest in, to and under the Collateral (as defined in the Pledge Agreement) of the New Credit Agreement Party.
Annexes A, B, C, D, E, F and G to the Pledge Agreement are each hereby amended by supplementing such Annexes with the information contained in Annexes II, III, IV, V, VI, VII and VIII of this Agreement. The New Credit Agreement Party hereby makes
each of the representations and warranties contained in the Pledge Agreement on the date hereof, after giving effect to this Agreement. 
  
 3. Security Agreement. By executing and delivering this Agreement, which Agreement shall for all purposes be deemed to constitute a counterpart to
the Security Agreement, the New Credit Agreement Party hereby (i) becomes party to the Security Agreement as an “Assignor” thereunder, (ii) expressly assumes all obligations and liabilities of an “Assignor” thereunder and (iii)
pledges, grants and assigns to the Collateral Agent (as defined in the Security Agreement) for the benefit of the Secured Creditors, as security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of
the Obligations (as defined in the Security Agreement), a continuing security interest in and to all of the New Credit Agreement Party’s, right, title and interest in, to and under the Collateral (as defined in the Security Agreement) of the
New Credit Agreement Party. Annexes A, C, D, F, I, J and K to the Security Agreement are each hereby amended by supplementing such Annexes with 
  

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 the information contained in Annexes IX, X, XI, XII, XIII, XIV and XV of this Agreement. The New Credit Agreement Party
hereby makes each of the representations and warranties contained in the Security Agreement on the date hereof, after giving effect to this Agreement. 
  
 4. Financing Statements. By executing and delivering this Agreement, the New Credit Agreement Party hereby agrees to execute (to the extent
required) and deliver to the Collateral Agent such financing statements, in form acceptable to the Collateral Agent, as the Collateral Agent may request or as are necessary or desirable in the opinion of the Collateral Agent to establish and
maintain a valid, enforceable, first priority perfected security interest in the Collateral (as defined in the Pledge Agreement and/or the Security Agreement) owned by the New Credit Agreement Party. 
  
 5. Intellectual Property Assignments. By executing and delivering this
Agreement, the New Credit Agreement Party hereby agrees to execute and deliver to the Collateral Agent assignments of United States trademarks, patents and copyrights (and the respective applications therefor) in the form of Annexes L, M and N,
respectively, to the Security Agreement, covering each of the United States trademarks, patents and copyrights (and the respective applications therefor), if any, of the New Credit Agreement Party, including, without limitation, those trademarks,
patents and copyrights (and the respective applications therefor) listed on Annexes XI, XII and XIII hereto. In addition, the New Credit Agreement Party hereby agrees that, to the extent not previously accomplished, it will cause each of its
material United States patents, trademarks and copyrights referred to above to be registered in its proper legal name. 
  
 6. Jurisdiction of Organization; Type of Organization; Organizational Identification Number; etc. The jurisdiction of organization, organizational
identification number, and type of organization of the New Credit Agreement Party are contained on Annexes I, II and XI to this Agreement. 
  
 7. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original (including if delivered by
facsimile transmission), with the same effect as if the signatures thereto and hereto were upon the same instrument. 
  
 8. Successors and Assigns; Governing Law; Etc. This Agreement shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and its successors and assigns, provided, however, the New Credit Agreement Party may not assign any of its rights, obligations
or interest hereunder or under any other Credit Document without the prior written consent of the Lenders or as otherwise permitted by the Credit Documents. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK. In the event that any provision of this Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement which shall remain binding on all
parties hereto. 
  
 *  *  *  *

  

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 IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered as of the
date first above written. 
  

					
	 DOMINO’S PIZZA, INC.

		
	 By:
	 	  


	 	 	 Name:
	 	 Harry J. Silverman

	 	 	 Title:
	 	 Vice President and Chief Financial
 Officer



  
 Agreed to and Acknowledged:

  

			
	 JP MORGAN CHASE BANK,

	 	 	 as Administrative Agent and as Collateral Agent

		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:









 ANNEX I 
  
 LEGAL NAMES, TYPE OF ORGANIZATION  
 (AND
WHETHER A REGISTERED), JURISDICTION OF ORGANIZATION; ETC. 
  

									
	 Entity

	 	 Type of
 Organization

	 	 Jurisdiction of
Organization

	 	 Registered
 Organization

	 	 Organizational
Identification
 Number


	 Domino’s Pizza, Inc.
	 	Corporation	 	Delaware	 	Yes	 	3553080



	*	Note that the entry for TISM, Inc. should be deleted from Schedule 5.16 to the Credit Agreement. 








 ANNEX II 
  
 SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION  
 (AND WHETHER A REGISTERED ORGANIZATION AND/OR 
 A TRANSMITTING UTILITY), JURISDICTION OF ORGANIZATION,  
 LOCATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS 
  

											
	 Exact Legal
 Name of Each
 Pledgor

	 	 Registered
Organization?
 (Yes/No)

	 	 Jurisdiction of
Organization

	 	 Pledgor’s
Location (for
purposes of NY
UCC
 § 9-307)

	 	 Pledgor’s
Organization
Identification
Number (or, if it has
none, so
indicate)

	 	 Transmitting
Utility?
 (Yes/No)


	 Domino’s Pizza, Inc.
	 	Yes	 	Delaware	 	Delaware	 	3553080	 	No



	*	Note that the entry for TISM, Inc. should be deleted from Annex A to the Pledge Agreement 

  

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 ANNEX III 
  

LIST OF SUBSIDIARIES 
  

					
	 Entity

	 	 Ownership

	 	 Jurisdiction of
 Organization


	 Domino’s, Inc.
	 	 Domino’s Pizza, Inc.
	 	 Delaware




	*	Note that the current entry for Domino’s, Inc. on Annex B to the Pledge Agreement should be replaced with the information provided above. 








 ANNEX IV 
  
 LIST OF STOCK 
  
 1. DOMINO’S PIZZA, INC. 
  

											
	 Name of
 Issuing
 Corporation

	 	 Type of
 Shares

	 	 Number of
 Shares

	 	 Certificate
 No.1

	 	 Percentage
 Owned2

	 	 Sub-clause of
Section 3.2(a)
 of Pledge
 Agreement


	 Domino’s, Inc.
	 	Common	 	10	 	1B	 	100%	 	(i)



	*	Note that the entry for stock held by TISM, Inc. should be deleted from Annex C to the Pledge Agreement. 

  

	1	Specify if uncertificated. 

  

	2	Specify for each Foreign Subsidiary the percentage owned of (x) Voting Equity Interests and (y) Non-Voting Equity Interests. 








 ANNEX V 
  
 LIST OF NOTES 
  
 1. DOMINO’S PIZZA, INC. - None 
  

							
	 Amount

	 	 Maturity Date

	 	 Obligor

	  	 Sub-clause of
 Section 3.2(a)
 of Pledge Agreement










 ANNEX VI 
  
 LIST OF LIMITED LIABILITY COMPANY INTERESTS 
  
 1. DOMINO’S PIZZA, INC. - None 
  

							
	 Name of
 Issuing Limited
 Liability Company

	 	 Type of
 Interest

	 	 Percentage
 Owned

	  	 Sub-clause of
 Section 3.2(a)
 of Pledge Agreement










 ANNEX VII 
  

LIST OF PARTNERSHIP INTERESTS 
  
 1. DOMINO’S PIZZA, INC. – None 
  

							
	 Name of
 Issuing Partnership

	 	 Type of
 Interest

	 	 Percentage
 Owned

	  	 Sub-clause of
 Section 3.2(a)
 of Pledge Agreement










 ANNEX VIII 
  

LIST OF CHIEF EXECUTIVE OFFICES 
  

			
	 Name of Pledgor

	 	 Address(es) of Chief Executive Office1


	 Domino’s Pizza, Inc.
	 	 30 Frank Lloyd Wright Drive.
 Ann Arbor, Michigan 48106




	*	Note that the entry for TISM, Inc. should be deleted from Annex G to the Pledge Agreement. 

  

	1	For each Pledgor, list the address of its chief executive office on the date of the Agreement
and each other location (if any) of its chief executive office in the four calendar months preceding said date. 








 ANNEX IX 
  
 SCHEDULE OF CHIEF EXECUTIVE OFFICES 
  

			
	 Name of Assignor

	 	 Address(es) of Chief Executive Office1


	 Domino’s Pizza, Inc.
	 	 30 Frank Lloyd Wright Dr.
 Ann Arbor, Michigan 48106




	*	Note that the entry for TISM, Inc. should be deleted from Annex A to the Security Agreement. 

  

	1	For each Assignor, list the address of its chief executive office on the date of the Agreement and each other location (if any) of its chief executive office in the
four calendar months preceding said date. 








 ANNEX X 
  
 SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION 
 (AND WHETHER A REGISTERED ORGANIZATION AND/OR 
 A TRANSMITTING UTILITY), JURISDICTION OF ORGANIZATION,  
 LOCATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS 
  

											
	 Exact Legal
 Name of Each
 Assignor

	  	 Registered
Organization?
 (Yes/No)

	  	Jurisdiction of
Organization

	  	 Assignor’s
Location (for
purposes of NY
UCC
 § 9-307)

	  	Assignor’s
Organization
Identification
Number (or, if it
has none, so
indicate)

	  	 Transmitting
Utility?
 (Yes/No)


	 Domino’s Pizza, Inc.
	  	Yes	  	Delaware	  	Delaware	  	3553080	  	No



	*	Note that the entry for TISM, Inc. should be deleted from Annex C to the Security Agreement. 








 ANNEX XI 
  
 SCHEDULE OF TRADE AND FICTITIOUS NAMES 
  

			
	 Name of
 Assignor

	 	 Trade and/or Fictitious Names


	 Domino’s Pizza, Inc.
	 	 None









 ANNEX XII 
  

Schedule of Deposit Accounts 
  

													
	 Name of
 Assignor

	  	 Description
 of Deposit
Account

	  	Account
Number

	  	 Name of Bank,
Address and Contact
Information

	  	 Jurisdiction of Bank
(determined
in
accordance with UCC §
9-304)        

	  	 Subject
Deposit
Account (Yes
/ No)

	  	 Excluded
Local
Deposit
Account
(Yes /No)


	Domino’s Pizza, Inc.	  	 Business
 Checking
	  	739-192124	  	 JPMorgan Private Bank Client Service
 500 Stanton
Christiana Rd, 1/OPS3
 Newark, DE 19713-2107
 Addie
Pongpinsiri
 1-800-243-6727
	  	 New York
	  	 No
	  	 No

							
	Domino’s Pizza, Inc.	  	 Money
 Market
 Investment
 Account
	  	739-192159	  	 JPMorgan Private Bank Client Service
 500 Stanton
Christiana Rd, 1/OPS3
 Newark, DE 19713-2107
 Addie
Pongpinsiri
 1-800-243-6727
	  	 New York
	  	 No
	  	 No









 ANNEX XIII 
  

SCHEDULE OF MARKS AND 
 INTERNET
DOMAIN NAME REGISTRATION 
  
 1. Marks and Applications: 
  

					
	 Marks

	 	 Country

	 	 Registration No.


	 None
	 	 	 	 

  
 1.
Internet Domain Name Registrations: 
  

					
	 Internet Domain Names

	 	 Country

	 	 Registration No. (or other
 applicable identifier


	 None
	 	 	 	 








 ANNEX XIV 
  

SCHEDULE OF PATENTS 
  

					
	U.S. PATENT	 	PATENT/SERIAL NO.	 	STATUS
			
	 None
	 	 	 	 








 ANNEX XV 
  
 SCHEDULE OF COPYRIGHTS 
  

					
	 REGISTRATION
 NUMBER

	 	 PUBLICATION
 DATE

	 	 COPYRIGHT
 TITLE


	None