FIFTH SUPPLEMENT, dated as of November 21, 2018 (this Fifth Indenture Supplement), to the Amended and Restated Base Indenture, dated as of March 15, 2012 (as amended, modified or supplemented prior to the date hereof, exclusive of Series Supplements (as defined in Annex A thereto), the Base Indenture), by and among DOMINOS PIZZA MASTER ISSUER LLC, a Delaware limited liability company (the Master Issuer), DOMINOS IP HOLDER LLC, a Delaware limited liability company (the IP Holder), DOMINOS PIZZA DISTRIBUTION LLC, a Delaware limited liability company (the Domestic Distributor), DOMINOS SPV CANADIAN HOLDING COMPANY INC., a Delaware corporation ( SPV Canadian Holdco, and together with the Master Issuer, the IP Holder and the Domestic Distributor, collectively, the Co-Issuers and each, a Co-Issuer), each as 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).
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), may at any time and from time to time make amendments, waivers and other modifications to the Base Indenture;
WHEREAS, the Co-Issuers have duly authorized the execution and delivery of this Fifth Indenture Supplement;
WHEREAS, the Co-Issuers have provided notice of this Fifth Indenture Supplement no less than ten (10) days prior to the date hereof;
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 Fifth Indenture Supplement; and
WHEREAS, the Co-Issuers and the Trustee wish to amend the Base Indenture as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
Unless otherwise specified herein, all capitalized terms used herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Definitions List attached to the Base Indenture as Annex A (such Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the provisions of the Base Indenture (the Base Indenture Definitions List)).