Exhibit 10.1
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. 2
Dated as of July 24, 2017
to the
AMENDED AND RESTATED MANAGEMENT AGREEMENT
Dated as of March 15, 2012
AMENDMENT NO. 2 TO AMENDED AND RESTATED MANAGEMENT AGREEMENT
AMENDMENT NO. 2, dated as of July 24, 2017 (this "Amendment"), to the Amended
and Restated Management Agreement, dated as of March 15, 2012 (as amended by
Amendment No. 1, dated as of October 21, 2015, 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 adversely affect the
interest of the Noteholders, which consent shall not be unreasonably withheld;
WHEREAS, the Co-Issuers, the Guarantors, DPL, the Canadian Manufacturer and the
Trustee wish to amend the Management Agreement as set forth herein;
WHEREAS, the Co-Issuers, the Guarantors, DPL and the Canadian Manufacturer have
duly authorized the execution and delivery of this Amendment; and
WHEREAS, the holders of the Series 2017-1 Senior Notes have consented to the
terms of this Amendment and have directed the Control Party to consent to this
Amendment;
NOW, THEREFORE, in consideration of the provisions, covenants and the mutual
agreements herein contained, the parties hereto agree as follows:
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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 as