REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT (the "Agreement") is entered into this
____ day of November, 2000, by and between XXXXXXX X. XXXXXXX (“Xxxxxxx”) and
THE QUIZNO’S CORPORATION, a Colorado corporation (the “Corporation”).
WITNESSETH
WHEREAS, Xxxxxx Xxxxxxx Capital Markets (“Xxxxxx”) has agreed to
loan up to $2,100,000.00 to Schaden under and pursuant to a Credit Agreement
of even date herewith (the “Loan”); and
WHEREAS, in order to induce Xxxxxx to make the Loan to Schaden, the
Corporation has guarantied the payment of the Loan under and pursuant to a
Guaranty Agreement of even date herewith (the “Guaranty”);
WHEREAS, Schaden desires to assure the Corporation that he will
reimburse the Corporation for any amounts the Corporation is required to pay
under and pursuant to the Guaranty; and
WHEREAS, Schaden desires to pledge all of the shares of capital stock
and other rights to receive stock or distributions of and from the
Corporation as collateral for his obligations hereunder.
NOW, THEREFORE, in consideration of the foregoing recitals and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties agree as follows:
1. Payment Under Guaranty. Upon satisfaction of the conditions stated in
the Guaranty, the Corporation will pay to Xxxxxx the amounts
required to be paid under the Guaranty.
2. Reimbursement and Indemnity. Upon written demand by the Corporation,
Schaden shall indemnify, hold harmless and pay the Corporation in
full for any amounts that the Corporation paid to Xxxxxx under the
Guaranty, and Schaden shall indemnify, hold harmless and pay the
Corporation all other losses, claims, damages, fees, expenses and
costs, including attorney's fees, asserted against or paid by the
Corporation under the Guaranty.
3. Pledge. To secure the obligations of Schaden hereunder, Schaden hereby
pledges, assigns and transfers to Corporation, and grants to
Corporation a lien and security interest in any and all of his
shares of common or preferred capital stock in the Corporation,
participations in profits or other equivalents, however designated,
other equity interests and other distributions from the Corporation
whether based upon ownership of equity or otherwise, and any
proceeds or products of the foregoing, however and whenever arising
and wherever located.
4. Binding Effect. . This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs,
personal and legal representatives, guardians, successors and
assigns.
IN WITNESS WHEREOF, the Partners have executed this Agreement as of the
date first above written.
_______________________________________
Xxxxxxx X. Xxxxxxx
THE QUIZNO’S CORPORATION , a Colorado
corporation
By:_____________________________________
Its:_____________________________________
