EXHIBIT 10.1
OMNIBUS AMENDMENT NO. 1
This Omnibus Amendment No. 1, dated as of December 15, 2017 (this "First
Amendment") is by and among DOMINO'S PIZZA MASTER ISSUER LLC, a Delaware limited
liability company (the "Master Issuer"), DOMINO'S SPV CANADIAN HOLDING COMPANY
INC., a Delaware corporation (the "SPV Canadian HoldCo"), DOMINO'S PIZZA
DISTRIBUTION LLC, a Delaware limited liability company (the "Domestic
Distributor"), and DOMINO'S IP HOLDER LLC, a Delaware limited liability company
(the "IP Holder" and together with the Master Issuer, the SPV Canadian HoldCo
and the Domestic Distributor, the "Co-Issuers" and each a "Co-Issuer"), DOMINO'S
PIZZA FRANCHISING LLC, a Delaware limited liability company and a wholly-owned
subsidiary of the Master Issuer (the "Domestic Franchisor"), DOMINO'S PIZZA
INTERNATIONAL FRANCHISING INC., a Delaware corporation and a wholly-owned
subsidiary of the Master Issuer (the "International Franchisor"), DOMINO'S PIZZA
CANADIAN DISTRIBUTION ULC, a Nova Scotia unlimited company and a wholly-owned
subsidiary of the SPV Canadian HoldCo (the "Canadian Distributor"), DOMINO'S RE
LLC, a Delaware limited liability company and a wholly-owned subsidiary of the
Domestic Franchisor (the "Domestic Distribution Real Estate Holder"), DOMINO'S
EQ LLC, a Delaware limited liability company and a wholly-owned subsidiary of
the Domestic Distributor (the "Domestic Distribution Equipment Holder") and
DOMINO'S SPV GUARANTOR LLC (the "SPV Guarantor" and together with the Domestic
Franchisor, the International Franchisor, the Domestic Distribution Real Estate
Holder, the Domestic Distribution Equipment Holder and the Canadian Distributor,
the "Guarantors"), DOMINO'S PIZZA LLC, a Michigan limited liability company, as
the manager (the "Manager"), the several commercial paper conduits listed on
Schedule I of the Note Purchase Agreement (as defined below) as Conduit
Investors (each, a "Conduit Investor" and, collectively, the "Conduit
Investors"), the several financial institutions listed on Schedule I of the Note
Purchase Agreement as Committed Note Purchasers (each, a "Committed Note
Purchaser" and, collectively, the "Committed Note Purchasers"), for each
Investor Group, the financial institution entitled to act on behalf of the
Investor Group set forth opposite the name of such Investor Group on Schedule I
of the Note Purchase Agreement as a Funding Agent and its permitted successors
and assigns (each, the "Funding Agent" with respect to such Investor Group and,
collectively, the "Funding Agents"), COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH
("Rabobank"), as L/C Provider (the "L/C Provider"), Rabobank, as Swingline
Lender (the "Swingline Lender"), and Rabobank, in its capacity as administrative
agent for the Conduit Investors, the Committed Note Purchasers, the Funding
Agents, the L/C Provider and the Swingline Lender (together with its permitted
successors and assigns in such capacity, the "Administrative Agent"). Each of
the Co-Issuers, the Guarantors, the Managers, the Conduit Investors, the
Committed Note Purchasers, the Funding Agents, the L/C Provider, the Swingline
Lender and the Administrative Agent may be referred to herein as a "Party" or
collectively as the "Parties." Capitalized terms used but not defined herein
shall have the meanings given to them in the Note Purchase Agreement
PRELIMINARY STATEMENTS
WHEREAS, each of the Co-Issuers, the Guarantors, the Manager, the Conduit
Investors, the Committed Note Purchasers, the Funding