PROVISIONS
56
SECTION 9.01
AMENDMENTS
56
SECTION 9.02
NO WAIVER; REMEDIES
57
SECTION 9.03
BINDING ON SUCCESSORS AND ASSIGNS
58
SECTION 9.04
SURVIVAL OF AGREEMENT
59
SECTION 9.05
PAYMENT
OF COSTS AND EXPENSES; INDEMNIFICATION
59
SECTION 9.06
CHARACTERIZATION AS RELATED DOCUMENT; ENTIRE AGREEMENT
62
SECTION 9.07
NOTICES
62
SECTION 9.08
SEVERABILITY OF
PROVISIONS
62
SECTION 9.09
TAX CHARACTERIZATION
62
SECTION 9.10
NO PROCEEDINGS; LIMITED RECOURSE
62
SECTION 9.11
CONFIDENTIALITY
64
SECTION 9.12
GOVERNING LAW; CONFLICTS WITH
INDENTURE
64
SECTION 9.13
JURISDICTION
64
SECTION 9.14
WAIVER OF JURY TRIAL
65
SECTION 9.15
COUNTERPARTS
65
SECTION 9.16
THIRD-PARTY BENEFICIARY
65
SECTION 9.17
ASSIGNMENT
65
SECTION 9.18
DEFAULTING INVESTORS
67
SECTION 9.19
NO FIDUCIARY DUTIES
70
SECTION 9.20
NO
GUARANTEE BY THE MANAGER
71
SECTION 9.21
TERM; TERMINATION OF
AGREEMENT
71
SECTION 9.22
ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN
OF EEA FINANCIAL INSTITUTIONS
71
SECTION 9.23
[RESERVED]
71
SECTION 9.24
USA PATRIOT ACT
71
SECTION 9.25
CONSENT TO
SPRINGING AMENDMENT
72
(ii)
SCHEDULES AND EXHIBITS
SCHEDULE I
Investor Groups and Commitments SCHEDULE II
Notice Addresses
for Lender Parties, Agents, Co-Issuers and Manager SCHEDULE III
Additional
Closing Conditions SCHEDULE IV
Letters of Credit EXHIBIT A-1
Form of
Advance Request EXHIBIT A-2
Form of Swingline Loan Request EXHIBIT B
Form
of Assignment and Assumption Agreement EXHIBIT C
Form of Investor Group
Supplement EXHIBIT D
Form of Purchaser's Letter EXHIBIT E
Form of Joinder
Agreement
(iii)
CLASS A-1 NOTE PURCHASE AGREEMENT
THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of June 12, 2017 (as amended,
supplemented, amended and restated or otherwise modified from time to time in
accordance with the terms hereof, this "Agreement"), is made by and among:
(a) 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"),
(b) 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")
(c) DOMINO'S PIZZA LLC, a Michigan limited liability company, as the manager
(the "Manager"),
(d)