and Assumption Agreement and all matters arising under or in any
manner relating to this Assignment and Assumption Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York, and the
obligations, rights and remedies of the parties hereto shall be determined in
accordance with such law.
B-3
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed by their respective duly authorized officers
as of the date first set forth above.
[
], as Transferor By:
Title:
By:
Title:
[
], as Acquiring Committed Note
Purchaser
By:
Title:
[
], as Funding Agent By:
Title:
B-4
CONSENTED AND ACKNOWLEDGED BY THE CO-ISSUERS: DOMINO'S PIZZA MASTER ISSUER LLC
By:
Name:
Title:
DOMINO'S IP HOLDER LLC By:
Name:
Title:
DOMINO'S PIZZA DISTRIBUTION LLC By:
Name:
Title:
DOMINO'S SPV CANADIAN HOLDING
COMPANY INC.
By:
Name:
Title:
B-5
CONSENTED BY:
LEHMAN COMMERCIAL PAPER INC., as
Swingline Lender
By:
Name:
Title:
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, as L/C Provider
By:
Name:
Title:
B-6
SCHEDULE I TO ASSIGNMENT AND ASSUMPTION AGREEMENT
LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT AMOUNTS
[
], as
Transferor
Prior Commitment Amount:
$[
] Revised Commitment Amount:
$[
] Prior Maximum Investor Group Principal Amount:
$[
]
Revised Maximum Investor
Group Principal Amount:
$[
]
Related Conduit Investor
(if applicable)
[
]
[
], as
Acquiring Committed Note Purchaser
Address:
Attention:
Telephone:
Facsimile:
Purchased Percentage of
Transferor's Commitment: [
]%
Prior Commitment Amount:
$[
] Revised Commitment Amount:
$[
] Prior Maximum Investor Group Principal Amount:
$[
]
B-7
Revised Maximum Investor
Group Principal Amount:
$[
]
Related Conduit Investor
(if applicable)
[
]
[
], as
related Funding Agent
Address:
Attention:
Telephone:
Facsimile:
B-8
EXHIBIT C TO CLASS A-1
NOTE PURCHASE AGREEMENT
INVESTOR GROUP SUPPLEMENT, dated as of [
], among (i) [
]
(the "Transferor Investor Group"), (ii) [
] (the "Acquiring Investor
Group"), (iii) the Funding Agent with respect to the Acquiring Investor Group
listed on the signature pages hereof (each, a "Funding Agent"), and (iv) the
Co-Issuers, the Swingline Lender and the L/C Provider listed on the signature
pages hereof.
W I T N E S S E T H:
WHEREAS, this Investor Group Supplement is being executed and delivered in
accordance with subsection 9.17(c) of the Series 2007-1 Class A-1 Note Purchase
Agreement, dated as of April 16, 2007 (as from time to time amended,
supplemented or otherwise modified in accordance with the terms thereof, the
"Series 2007-1 Class A-1 Note Purchase Agreement"; terms defined therein being
used herein as therein defined), among the Co-Issuers, the Conduit Investors,
Committed Note Purchasers and Funding Agents named therein, the L/C Provider and
Swingline Lender named therein, Domino's Pizza LLC, as Master Servicer, and
Lehman Commercial Paper Inc., as Administrative Agent (in such capacity, the
"Administrative Agent");
WHEREAS, the Acquiring Investor Group wishes to become a Conduit Investor and
[a] Committed Note Purchaser[s] with respect to such Conduit Investor