OF, UNDER, OR IN CONNECTION WITH, THIS INVESTOR GROUP SUPPLEMENT OR THE SERIES
2017-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN
CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY
HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS
INVESTOR GROUP SUPPLEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Investor Group
Supplement to be executed by their respective duly authorized officers as of the
date first set forth above.
C-4
[
], as Transferor Investor Group
By:
Name:
Title
[
], as Acquiring Investor Group
By:
Name:
Title:
[
], as Funding Agent
By:
Name:
Title
C-5
CONSENTED AND ACKNOWLEDGED BY THE CO-ISSUERS: DOMINO'S PIZZA MASTER ISSUER LLC,
as a Co-Issuer
By:
Name:
Title:
DOMINO'S SPV CANADIAN HOLDING COMPANY INC., as a Co-Issuer
By:
Name:
Title:
DOMINO'S PIZZA DISTRIBUTION LLC, as a Co-Issuer
By:
Name:
Title:
DOMINO'S IP HOLDER LLC, as a Co-Issuer
By:
Name:
Title:
C-6
CONSENTED BY: COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Swingline Lender
By:
Name:
Title:
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as L/C Provider
By:
Name:
Title:
C-7
SCHEDULE I TO
INVESTOR GROUP SUPPLEMENT
LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT AMOUNTS
[
], as
Transferor Investor Group
Prior Commitment Amount: $[
]
Revised Commitment Amount: $[
]
Prior Maximum Investor Group
Principal Amount: $[
]
Revised Maximum Investor
Group Principal Amount: $[
]
[
], as
Acquiring Investor Group
Address:
Attention:
Telephone:
Facsimile:
Purchased Percentage of
Transferor Investor Group's Commitment: [
]%
Prior Commitment Amount: $[
]
Revised Commitment Amount: $[
]
Prior Maximum Investor Group
Principal Amount: $[
C-8
Revised Maximum Investor
Group Principal Amount: $[
[
], as
related Funding Agent
Address: Attention:
Telephone:
Facsimile:
C-9
EXHIBIT D TO CLASS A-1
NOTE PURCHASE AGREEMENT
[FORM OF PURCHASER'S LETTER]
[INVESTOR]
[INVESTOR ADDRESS]
Attention: [INVESTOR CONTACT]
[Date]
Ladies and Gentlemen:
Reference is hereby made to the Class A-1 Note Purchase Agreement dated June 12,
2017 (the "NPA") relating to the offer and sale (the "Offering") of Series
2017-1 Variable Funding Senior Notes, Class A-1 (the "Securities") of Domino's
Pizza Master Issuer LLC, Domino's SPV Canadian Holding Company Inc., Domino's
Pizza Distribution, LLC and Domino's IP Holder LLC (collectively, the
"Co-Issuers"). The Offering will not be required to be registered with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act") under an exemption from registration granted in
Section 4(a)(2) of the Act. Coöperatieve Rabobank U.A., New York Branch is
acting as administrative agent (the "Administrative Agent") in connection with
the Offering. Unless otherwise defined herein, capitalized terms have the
definitions ascribed to them in the NPA. Please confirm with us your
acknowledgement and agreement with the following:
(a) You are a "qualified institutional buyer" within the meaning of Rule 144A
under the Act (a