TERMINATION AGREEMENT
This Termination Agreement (this "Agreement") is made as of November
6, 2000, by and among The Quizno's Corporation (the "Company"), Retail &
Restaurant Growth Capital, L.P. ("RRGC") and Xxxxxxx X. Xxxxxxx and Xxxxxxx X.
Xxxxxxx, both individually and as co-trustees pursuant to a Voting Trust
Agreement dated July 14, 1994 (the "Principal Stockholders").
RECITALS
A. On December 31, 1996, the Company and RRGC entered into an
Investment Agreement, as amended (the "Investment Agreement") and the Company,
RRGC and the Principal Stockholders entered into a Stockholders Agreement (the
"Stockholders Agreement").
B. On October 31, 1997 and on December 31, 1998 the Company issued RRGC
warrants which currently may be exercised to purchase up to 415,056 shares of
the Company's common stock (the "Warrants").
C. The Company intends to commence a tender offer to repurchase all of
the shares of common stock other than shares held by the Principal Stockholders
and certain members of their family at a purchase price of $8.00 per share (the
"Tender Offer").
D. In connection with the Tender Offer, the Company desires to
repurchase the Warrants from RRGC and terminate its rights under the Investment
Agreement and Stockholders Agreement on the terms and conditions contained
herein.
AGREEMENT
1. REPURCHASE OF WARRANTS
Subject to Section 3.1, RRGC agrees that immediately following the
expiration of the Tender Offer, with no further action required, the RRGC will
sell to the Company and the Company will repurchase from RRGC the Warrants. The
aggregate purchase price for the Warrants will be $1,953,577.00 in cash (which
represents the product of (x) the total number of shares subject to the Warrants
and (y) the excess of $8.00 over the exercise price of the Warrants).
RRGC hereby represents and warrants to the Company that it owns the
Warrants free and clear of all liens, mortgages, pledges, deeds of trust,
security interests, charges, encumbrances and other adverse claims or interests
of any kind
(each, an "Encumbrance"), other than Encumbrances in favor of the Company, or
arising under the Stockholders Agreement.
Between the date hereof and immediately prior to December 31, 2000,
RRGC shall not exercise, sell, assign, transfer, pledge, encumber or otherwise
dispose of any of the Warrants except as contemplated by this Agreement.
2. TERMINATION OF AGREEMENTS; MUTUAL RELEASE OF CLAIMS
The Company, RRGC and the Principal Stockholders agree that, effective
simultaneously with the repurchase of the Warrants in accordance with the terms
of this Agreement, all their respective rights and obligations the Stockholders
Agreement and Investment Agreement shall terminate. In consideration for RRGC
agreeing to terminate its rights under the Stockholders Agreement and Investment
Agreement, the Company shall make to RRGC a one-time payment of $518,820.00 in
cash, due simultaneously with payment for repurchase of the Warrants.
Effective as of the termination of the Stockholders Agreement and
Investment Agreement in accordance with the terms of this Agreement, RRGC agrees
that with no further action of the parties hereto, each of the Principal
Stockholders, the Company and its respective predecessors and successors,
affiliates, and past and present stockholders, officers, directors, employees,
agents and attorneys shall be released by RRGC from any and all claims, arising
now or in the future, RRGC has or may have against the Principal Stockholders
and the Company based in whole or in part on the Investment Agreement or the
Stockholders Agreement.
Effective as of the termination of the Stockholders Agreement and
Investment Agreement in accordance with the terms of this Agreement, the
Principal Stockholders and the Company agree that with no further action of the
parties hereto, each of the RRGC and its respective predecessors and successors,
affiliates, and past and present stockholders, officers, directors, employees,
partners, agents and attorneys shall be released by the Principal Stockholders
and the Company from any and all claims, arising now or in the future, the
Principal Stockholders or the Company has or may have against the RRGC based in
whole or in part on the Investment Agreement, or the Stockholders Agreement, the
transactions contemplated herein or therein, or any dealing among the Company,
Principal Stockholders and RRGC.
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3. MISCELLANEOUS
3.1 TERMINATION
Notwithstanding anything in this Agreement to the contrary, if the
Tender Offer shall not be consummated for any reason or if the Tender Offer is
not consummated by December 31, 2000, then this Agreement shall be terminated
and become null and void without any further action on the part of the parties
hereto.
3.2. GOVERNING LAW
This Agreement will be governed by the laws of the State of Texas
without regard to principles of conflicts of law.
3.3. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and supersedes all
prior agreements of the parties hereto. Company may, upon notice, waive the
condition to closing in Section 3.1.
3.4. HEADINGS
The descriptive headings contained in this Agreement are included for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
3.5. COUNTERPARTS
This Agreement may be executed and delivered (including by facsimile
transmission) in counterparts, each of which when executed shall be deemed to be
an original but all of which taken together shall constitute one agreement.
3.6 FURTHER ASSURANCES
Each party hereto agrees that to the extent consents or acknowledgments
or any other actions are required in respect of the terminations, waivers,
amendments, and modifications set forth herein or to effect any of the
transactions contemplated hereby, each party shall cooperate to obtain such
consents or acknowledgements and shall take such other actions as are reasonably
necessary.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
THE QUIZNO'S CORPORATION
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Name:
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Title:
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RETAIL AND RESTAURANT
GROWTH CAPITAL, L.P.
BY: RETAIL AND RESTAURANT
GROWTH PARTNERS, L.P., ITS
GENERAL PARTNER
BY: RETAIL AND RESTAURANT
GROWTH MANAGEMENT, INC., ITS
GENERAL PARTNER
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Name:
-------------------------------------
Title:
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Name: Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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