DOMINOS PIZZA MASTER ISSUER LLC, CERTAIN SUBSIDIARIES OF DOMINOS PIZZA MASTER ISSUER LLC PARTY HERETO, DOMINOS SPVGUARANTOR LLC, DOMINOS PIZZA LLC, as Manager and in its individual capacity, DOMINOS PIZZA NS CO., and CITIBANK, N.A., as Trustee AMENDMENT NO. 1 Dated asof October 21, 2015 to the AMENDED AND RESTATED MANAGEMENT AGREEMENT Dated as of March 15, 2012 AMENDMENT NO. 1 TO AMENDED AND RESTATED MANAGEMENT AGREEMENT
Exhibit 10.3
DOMINOS PIZZA MASTER ISSUER LLC,
CERTAIN SUBSIDIARIES OF DOMINOS PIZZA MASTER ISSUER LLC
PARTY HERETO,
DOMINOS SPV GUARANTOR LLC,
DOMINOS PIZZA LLC,
as Manager and in its individual capacity,
DOMINOS PIZZA NS CO.,
and
CITIBANK, N.A.,
as Trustee
AMENDMENT NO. 1
Dated as of October 21, 2015
to the
AMENDED AND RESTATED MANAGEMENT AGREEMENT
Dated as of March 15, 2012
AMENDMENT NO. 1 TO AMENDED AND RESTATED MANAGEMENT AGREEMENT
AMENDMENT NO. 1, dated as of October 21, 2015 (this Amendment No. 1), to the Amended and Restated Management Agreement, dated as March 15, 2012 (the Management Agreement) by and among Dominos Pizza Master Issuer LLC, a Delaware limited liability company (the Master Issuer), Dominos Pizza Distribution LLC, a Delaware limited liability company (the Domestic Distributor), Dominos SPV Canadian Holding Company Inc., a Delaware corporation (the SPV Canadian Holdco), Dominos IP Holder LLC, a Delaware limited liability company (the IP Holder, and together with the Master Issuer, the Domestic Distributor and SPV Canadian Holdco, the Co-Issuers), Dominos SPV Guarantor LLC, a Delaware limited liability company (the SPV Guarantor), Dominos Pizza Franchising LLC, a Delaware limited liability company (the Domestic Franchisor), Dominos Pizza International Franchising Inc., a Delaware corporation (the International Franchisor), Dominos Pizza Canadian Distribution ULC, a Nova Scotia unlimited company (the Canadian Distributor), Dominos EQ LLC, a Delaware limited liability company (the Domestic Distribution Equipment Holder), Dominos RE LLC, a Delaware limited liability company (the Domestic Distribution Real Estate Holder, and together with the SPV Guarantor, the Domestic Franchisor, the International Franchisor, the Canadian Distributor and the Domestic Distribution Equipment Holder, the Guarantors), Dominos Pizza LLC, a Michigan limited liability company (DPL), Dominos Pizza NS Co., a Nova Scotia unlimited company (the Canadian Manufacturer), Citibank, N.A. (Citibank), as trustee (the Trustee).
W I T N E S S E T H:
WHEREAS, Section 8.2 of the Management Agreement provides, among other things, that the parties to the Management Agreement may amend the Management Agreement from time to time in a writing by such parties, with the consent of the Control Party if such amendment could reasonably materially and adversely affect the interest of the Noteholders;
WHEREAS, the Co-Issuers, the Guarantors, DPL and the Canadian Manufacturer have duly authorized the execution and delivery of this Amendment No. 1;
WHEREAS, 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 Amendment No. 1;
WHEREAS, the holders of the Series 2015-1 Senior Notes have consented to the terms of the amendments to the Management Agreement set forth herein; and
WHEREAS, the Co-Issuers, the Guarantors, DPL, the Canadian Manufacturer and the Trustee wish to amend the Management Agreement as set forth herein.
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NOW, THEREFORE, in consideration of the provisions, covenants and the mutual agreements herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined herein, capitalized terms used herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Definitions List attached to the Base Indenture (as defined in the Management Agreement and as amended, supplement or otherwise modified from time to time, the Base Indenture) as Annex A (as such Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the provisions of the Amended and Restated Base Indenture (the Base Indenture Definitions List)).
ARTICLE II
AMENDMENTS
Section 2.1 Manager Termination Event (section 6.1 of the Management Agreement). Section 6.1(a)(viii) and Section 6.1(a)(ix) of the Management Agreement are hereby amended by deleting the stricken text and inserting the double underlined text in the following paragraphs:
(viii) a final non-appealable judgment for an amount in excess of $25,000,000 50,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager or, so long as DPL is the Manager, is rendered against Holdco or Intermediate Holdco by a court of competent jurisdiction and is not paid or discharged within 30 60 days;
(ix) an acceleration of more than $25,000,00050,000,000 of the Indebtedness of the Manager or, so long as DPL is the Manager, Intermediate Holdco or Holdco;
ARTICLE III
EFFECTIVE DATE; IMPLEMENTATION DATE
The provisions of this Amendment No. 1 shall be effective upon execution and delivery of this instrument by the parties hereto with the consent of the Control Party.
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Notwithstanding the foregoing sentence, Article II of this Amendment No. 1 shall become operative only upon the payment in full of the Outstanding Principal Amount of the Series 2012-1 Class A-2 Notes (as defined in the Series 2012-1 Supplement dated as of March 15, 2012). Except as expressly set forth or contemplated in this Amendment No. 1, the terms and conditions of the Management Agreement shall remain in place and not be altered, amended or changed in any manner whatsoever, except by any further amendment to the Management Agreement made in accordance with the terms thereof, as amended by this Amendment No. 1.
ARTICLE IV
GENERAL
Section 4.1 Binding Effect. This Amendment No. 1 shall inure to the benefit of and be binding on the respective successors and assigns of the parties hereto.
Section 4.2 Counterparts. The parties to this Amendment No. 1 may sign any number of copies of this Amendment No. 1. Each signed copy shall be an original, but all of them together represent the same agreement.
Section 4.3 Governing Law. THIS AMENDMENT No. 1 SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
Section 4.4 Amendments. This Amendment No. 1 may not be modified or amended except in accordance with the terms of the Management Agreement.
Section 4.5 Matters relating to the Trustee. The Trustee makes no representations or warranties as to the correctness of the recitals contained herein, which shall be taken as statements of the other parties, or the validity or sufficiency of this Amendment No. 1 and the Trustee shall not be accountable or responsible for or with respect to nor shall the Trustee have any responsibility for provisions thereof. In entering into this Amendment No. 1, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Each party hereto represents and warrants to each other party hereto that this Amendment No. 1 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Management Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.
DOMINOS PIZZA LLC, as Manager and in its individual capacity | ||||
By: |
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Name: | Adam J. Gacek | |||
Title: | Secretary | |||
DOMINOS PIZZA NS CO. | ||||
By: |
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Name: | Adam J. Gacek | |||
Title: | Secretary | |||
DOMINOS PIZZA MASTER ISSUER LLC | ||||
By: |
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Name: | Adam J. Gacek | |||
Title: | Secretary | |||
DOMINOS PIZZA DISTRIBUTION LLC | ||||
By: |
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Name: | Adam J. Gacek | |||
Title: | Secretary |
Dominos Amendment No. 1 to Amended and Restated Management Agreement
DOMINOS SPV CANADIAN HOLDING COMPANY INC. | ||||
By: |
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Name: | Adam J. Gacek | |||
Title: | Secretary | |||
DOMINOS IP HOLDER LLC | ||||
By: |
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Name: | Adam J. Gacek | |||
Title: | Secretary | |||
DOMINOS SPV GUARANTOR LLC | ||||
By: |
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Name: | Adam J. Gacek | |||
Title: | Secretary | |||
DOMINOS PIZZA FRANCHISING LLC | ||||
By: |
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Name: | Adam J. Gacek | |||
Title: | Secretary | |||
DOMINOS PIZZA INTERNATIONAL FRANCHISING INC. | ||||
By: |
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Name: | Adam J. Gacek | |||
Title: | Secretary |
Dominos Amendment No. 1 to Amended and Restated Management Agreement
DOMINOS PIZZA CANADIAN DISTRIBUTION ULC | ||||
By: |
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Name: | Adam J. Gacek | |||
Title: | Secretary | |||
DOMINOS EQ LLC | ||||
By: |
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Name: | Adam J. Gacek | |||
Title: | Secretary | |||
DOMINOS RE LLC | ||||
By: |
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Name: | Adam J. Gacek | |||
Title: | Secretary |
Dominos Amendment No. 1 to Amended and Restated Management Agreement
CITIBANK, N.A. | ||
as Trustee | ||
By: |
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Name: | ||
Title: |
Dominos Amendment No. 1 to Amended and Restated Management Agreement
CONSENT OF CONTROL PARTY AND CONTROLLING CLASS REPRESENTATIVE: | ||
MIDLAND LOAN SERVICES, a division of PNC Bank, National Association, as the Control Party in accordance with Section 2.4 of the Servicing Agreement and in its capacity as the Control Party to exercise the rights of the Controlling Class Representative (pursuant to Section 11.1(d) of the Indenture) | ||
By: |
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Name: | ||
Title: |
Dominos Amendment No. 1 to Amended and Restated Management Agreement