DOMINO'S PIZZA INTERNATIONAL, INC.
MASTER FRANCHISE AGREEMENT
FOR POLAND
This Second Amendment is entered into this 21 day of March, 1997, by and
between Domino's Pizza International, Inc. ("Franchisor") and QPQ Corporation,
formerly known as International Pizza Corporation ("Master Franchisee").
WHEREAS:
A. Franchisor and Capital Brands, Inc. f/k/a Capital Acquisitions, Inc. ("Cap
Brands") entered into that certain Master Franchise Agreement dated June 6, 1993
and subsequently amended on March 5, 1995 ("the MFA") to develop Domino's Pizza
stores in the Republic of Poland and Cap Brands, with the consent of Franchisor,
assigned its rights and obligations thereunder to Master Franchisee;
B. Franchisor and Master Franchisee desire to modify the provisions of the
MFA, effective as of the date hereof; and
C. Terms defined in the MFA have the same meaning in this Second Amendment.
NOW, THEREFORE, in consideration of the mutual agreements and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Subject to the conditions set forth below, Franchisor hereby waives
any and all rights that it may have under Section 2.2 of the MFA until July 1,
1997.
2. Franchisor's waiver is conditional upon the Master Franchisee
remaining in good standing with all material obligations under the MFA.
3. Master Franchisee agrees that it shall attempt in the next six
months to achieve a recapitalization at a level which will enable it to satisfy
its obligations under the MFA.
4. Franchisor agrees that if the Master Franchisee completes a
recapitalization at a level which, in Franchisor's sole discretion, will enable
it to satisfy its obligations under the MFA, the Franchisor shall (i) grant an
additional six month waiver of its rights under Section 2.2; and (ii) consider
in good faith an amendment to Section 2.2 and to the growth requirements set
forth on Schedule Two to the MFA for the years 1998 through 2003. The parties
agree, however that the total stores required by December 31, 2003 shall remain
at 50.
5. The Master Franchisee acknowledges that if it does not complete the
recapitalization described above, within six months from the date hereof, the
original growth clause as set forth in Section 2.2 of the MFA shall be
reinstated, and the Master Franchisee's failure to be in compliance with such
growth requirements shall constitute a default under the MFA and shall entitle
the Franchisor to all default rights described therein.
6. The Master Franchisee further acknowledges that its failure to
remain in good standing with all material obligations of the MFA shall
constitute a default hereunder and under the MFA and shall entitle the
Franchisor to all default rights described therein.
With the exception of the amendments set forth above, the MFA is hereby ratified
and confirmed by the parties hereto.
QPQ Corporation Domino's Pizza International, Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: President Title: Managing Director
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