Exhibit 9.3
SECOND AMENDMENT TO VOTING TRUST AGREEMENT
THIS AGREEMENT is made and entered into this 5th day of
September, 1996, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ ("Shareholders"), as shareholders of The Quizno's Corporation
(the "Corporation"), and as joint Trustees under the Voting Trust
Agreement (the "Trustees").
W I T N E S S E T H:
WHEREAS, the Shareholders and the Trustees are parties to a
Voting Trust Agreement dated July 14, 1994 (the "Voting Trust"); and
WHEREAS, pursuant to the terms of the Voting Trust, the
Shareholders deposited, with the Trustees, an aggregate of 1,552,800
shares of the Corporation's Common Stock; and
WHEREAS, pursuant to the terms of the Voting Trust, the
Shareholders deposited an additional 9,200 shares of the
Corporation's Common Stock and 146,000 shares of the Corporation's
Class A Cumulative Convertible Preferred Stock with the Trustees on
November 4, 1994; and
WHEREAS, the Shareholders desire to withdraw 8,666 shares
of the Corporation's Common Stock from the Voting Trust to make a
gift of such shares; and
WHEREAS, the Trustees have consented to such withdrawal.
NOW, THEREFORE, in consideration of the mutual promises and
covenants herein contained, the parties hereto agree as follows:
1. The number of shares of stock subject to the Voting
Trust listed adjacent to the signatures of the Shareholders on page 5
of the Voting Trust is hereby deleted and the following substituted
therefore:
SHAREHOLDERS: NUMBER OF SHARES OF CORPORATION
SUBJECT TO VOTING TRUST AGREEMENT
COMMON STOCK CLASS A STOCK
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 776,667 73,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 776,667 73,000
IN WITNESS WHEREOF, the parties have executed this
Agreement on the day and year first above written.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
SHAREHOLDER AND TRUSTEE
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
SHAREHOLDER AND TRUSTEE