EXHIBIT 10.49
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
FIFTH SUPPLEMENT
dated as of November 21, 2018
to
AMENDED AND RESTATED BASE INDENTURE
dated as of March 15, 2012
Asset Backed Notes
(Issuable in Series)
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EXHIBIT 10.49
FIFTH SUPPLEMENT, dated as of November 21, 2018 (this "Fifth Indenture
Supplement"), to the Amended and Restated Base Indenture, dated as of March 15,
2012 (as amended, modified or supplemented prior to the date hereof, exclusive
of Series Supplements (as defined in Annex A thereto), the "Base Indenture"), by
and among DOMINO'S PIZZA MASTER ISSUER LLC, a Delaware limited liability company
(the "Master Issuer"), DOMINO'S IP HOLDER LLC, a Delaware limited liability
company (the "IP Holder"), DOMINO'S PIZZA DISTRIBUTION LLC, a Delaware limited
liability company (the "Domestic Distributor"), DOMINO'S SPV CANADIAN HOLDING
COMPANY INC., a Delaware corporation ( "SPV Canadian Holdco", and together with
the Master Issuer, the IP Holder and the Domestic Distributor, 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 (in such capacity, the "Securities Intermediary").
PRELIMINARY STATEMENT
WHEREAS, Section 13.2(a) of the Base Indenture provides, among other things,
that the Co-Issuers and the Trustee, with the consent of the Control Party (at
the direction of the Controlling Class Representative), may at any time and from
time to time make amendments, waivers and other modifications to the Base
Indenture;
WHEREAS, the Co-Issuers have duly authorized the execution and delivery of this
Fifth Indenture Supplement;
WHEREAS, the Co-Issuers have provided notice of this Fifth Indenture Supplement
no less than ten (10) days prior to the date hereof;
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 Fifth Indenture Supplement; and
WHEREAS, the Co-Issuers and the Trustee wish to amend the Base Indenture as set
forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise specified herein, all capitalized terms used herein (including
in the preamble and the recitals hereto) shall have the meanings assigned to
such terms in the Definitions List attached to the Base Indenture as Annex A
(such Definitions List may be amended, supplemented or otherwise modified from
time to time in accordance with the provisions of the Base Indenture (the "Base
Indenture Definitions List")).
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EXHIBIT 10.49
ARTICLE II
AMENDMENTS
Section 2.1
Domestic Territory. The definition of "Domestic Territory" in the
Base Indenture Definitions List is hereby amended and restated in its entirety
as follows:
"Domestic Territory" means, the contiguous United States, plus Alaska, Hawaii,
Puerto Rico, Guam and the U.S. Virgin Islands.
ARTICLE III
GENERAL
Section 3.1
Effect on Base Indenture. Upon the date hereof, (i) the Base
Indenture shall be amended in accordance herewith, (ii) this Fifth Indenture