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 Xxxxxxx X. Xxxxxxx and Xxxxxxx X.
Xxxxxxx ("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
Xxxxxxx X. Xxxxxxx 776,667 73,000
Xxxxxxx X. Xxxxxxx 776,667 73,000
IN WITNESS WHEREOF, the parties have executed this
Agreement on the day and year first above written.
/s/ Xxxxxxx X. Xxxxxxx
XXXXXXX X. XXXXXXX,
SHAREHOLDER AND TRUSTEE
/s/ Xxxxxxx X. Xxxxxxx
XXXXXXX X. XXXXXXX,
SHAREHOLDER AND TRUSTEE
