DOMINO’S PIZZA MASTER ISSUER LLC, DOMINO’S PIZZA DISTRIBUTION LLC, DOMINO’S IP HOLDER LLC and DOMINO’S SPV CANADIAN HOLDING COMPANY INC. each as a Co-Issuer and CITIBANK, N.A., as Trustee and Securities Intermediary EIGHTH SUPPLEMENT Dated as of July...

 

DOMINO’S PIZZA MASTER ISSUER LLC,
DOMINO’S PIZZA DISTRIBUTION LLC,
DOMINO’S IP HOLDER LLC and
DOMINO’S SPV CANADIAN HOLDING COMPANY INC.
each as a Co-Issuer

and

CITIBANK, N.A.,
as Trustee and Securities Intermediary

 

EIGHTH SUPPLEMENT
Dated as of July 23, 2024
to the
AMENDED AND RESTATED BASE INDENTURE
Dated as of March 15, 2012

 

Asset Backed Notes
(Issuable in Series)

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EIGHTH SUPPLEMENT TO AMENDED AND RESTATED BASE INDENTURE

EIGHTH SUPPLEMENT, dated as of July 23, 2024 (this “Eighth Supplement”), to the Amended and Restated Base Indenture, dated as of March 15, 2012, is 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"), ▇▇▇▇▇▇'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 the SPV Canadian Holdco, collectively, the "Co-Issuers" and each, a "Co-Issuer"), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the "Trustee"), and as securities intermediary (in such capacity, the “Securities Intermediary”).

PRELIMINARY STATEMENT

WHEREAS, the Co-Issuers and the Trustee entered into the Amended and Restated Base Indenture (as amended by the First Supplement to Amended and Restated Base Indenture, dated as of September 16, 2013, the Second Supplement to Amended and Restated Base Indenture, dated as of October 21, 2015, the Third Supplement to Amended and Restated Base Indenture, dated as of October 21, 2015, the Fourth Supplement to Amended and Restated Base Indenture, dated as of July 24, 2017, the Fifth Supplement to Amended and Restated Base Indenture, dated as of November 21, 2018, the Sixth Supplement to Amended and Restated Base Indenture, dated as of April 16, 2021 and the Seventh Supplement to Amended and Restated Base Indenture, dated as of December 30, 2021, and as further amended, modified or supplemented prior to the date hereof, the "Base Indenture");

WHEREAS, on or about October 26, 2023, Domino’s RE LLC (the “Domestic Distribution Real Estate Holder”) sold a Manufacturing and Distribution Center (the “Specified Disposition”) located in Ontario, California for $14,897,816.00 in cash consideration;

WHEREAS, the Specified Disposition constitutes a Real Estate Disposition within the meaning of the Base Indenture;

WHEREAS, Section 8.16(d) of the Base Indenture requires that all Asset Disposition Proceeds received by the Domestic Distribution Real Estate Holder from any Real Estate Disposition must be either (x) reinvested in real property held by the Domestic Distribution Real Estate Holder and used for production or distribution purposes within 365 days of the disposition giving rise to such proceeds or (y) used to prepay the Notes;

WHEREAS, the Securitization Entities wish to invest the Asset Disposition Proceeds resulting from the Specified Disposition in assets that are useful to the business of the Securitization Entities but do not constitute real property held by the Domestic Distribution Real Estate Holder;

WHEREAS, Section 13.2(a) of the Base Indenture provides, among other things, that the Co-Issuers and the Trustee, with the consent of the Control Party (at the direction of the Controlling Class Representative, if applicable), may at any time, and from time to time, make amendments, waivers and other modifications to the Base Indenture;

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WHEREAS, the Co-Issuers have duly authorized the execution and delivery of this Eighth Supplement;

WHEREAS, there is currently no Controlling Class Representative, and the Control Party is willing to provide its written consent (in accordance with the terms and conditions of the Base Indenture) to the execution of this Eighth Supplement and;

 

WHEREAS, the Co-Issuers and the Trustee wish to amend the Base Indenture as set forth herein.

NOW, THEREFORE, in consideration of the provisions, covenants and the mutual agreements herein contained, the parties hereto agree as follows:

Unless otherwise defined herein, all capitalized terms used herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Base Indenture Definitions List attached to the Base Indenture as Annex A thereto (the “Base Indenture Definitions List”).

““Eighth Supplement” means the Eighth Supplement to the Base Indenture, dated as of July 23, 2024, among the Co-Issuers, the Trustee and the Securities Intermediary.”

““Eighth Supplement Effective Date” means the “Effective Date” as defined in the Eighth Supplement.”

““Specified Real Estate Disposition” means the disposition of the Manufacturing and Distribution Center located in Ontario, California on or about October 26, 2023.”

“(d) any Real Estate Disposition; provided that all Asset Disposition Proceeds received by the Domestic Distribution Real Estate Holder from any Real Estate Disposition will either (i) (x) in the case of the Specified Real Estate Disposition, be reinvested within 365 days of such disposition in assets constituting Collateral that are used or useful to the Securitization Entities in the operation of their business or their other assets, including without limitation capital expenditures, leasehold improvements and/or expansion and relocation projects, and including, for the avoidance of doubt, any such investments made during the period from and including October 26, 2023 to and including the

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Eighth Supplement Effective Date, and (y) in the case of any other Real Estate Disposition, be reinvested in real property held by the Domestic Distribution Real Estate Holder and used for production or distribution purposes or in such other assets as the Control Party may agree in writing, in each case within 365 days of the disposition giving rise to such proceeds or (ii) used to prepay the Notes;”

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Each party hereto represents and warrants to each other party hereto that this Eighth Supplement has been duly and validly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against such party in accordance with its terms.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, each of the Co-Issuers and the Trustee have caused this Eighth Supplement to be executed and delivered by its respective duly authorized officer as of the day and year first written above.

DOMINO’S MASTER ISSUER LLC, as Co-Issuer


By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President, Chief Accounting Officer and Treasurer

DOMINO’S PIZZA DISTRIBUTION LLC, as Co-Issuer


By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President, Chief Accounting Officer and Treasurer

▇▇▇▇▇▇’S SPV CANADIAN HOLDING COMPANY INC., as Co-Issuer


By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President, Chief Accounting Officer and Treasurer

DOMINO’S IP HOLDER LLC, as Co-Issuer


By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President, Chief Accounting Officer and Treasurer

CITIBANK, N.A., in its capacity as Trustee and Securities Intermediary


By: /s/ ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇
Title: Senior Trust Officer

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CONSENT OF CONTROL PARTY:

In accordance with Section 2.4 of the Servicing Agreement,

Midland Loan Services, a division of PNC Bank, National

Association, as Control Party, hereby consents to the execution and delivery by the Co-Issuers and the Trustee of this Eighth Supplement to the Amended and Restated Base Indenture.

 

MIDLAND LOAN SERVICES,
A DIVISION OF PNC BANK, NATIONAL ASSOCIATION


By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title:

 

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