Free Motion for Partial Summary Judgment - District Court of Colorado - Colorado

Case 1:04-cv-00725-RPM

Document 41-6

Filed 07/01/2005

Page 1 of 2
EXHIBIT A

December 29, 1998

The Board of Directors The Quizno's Corporation 1099 18&street Suite 2850 Denver, Colorado 80202 Gentlemen: We propose to acquire all of the outstanding shares of the Company not currently owned by our group on the terms and conditions set forth in this letter. Each holder of the 16.001 Common Stock (the "Common Stock"), would receive between $7.84 and $8.20 per share payable in cash: This offer represents an approximate 10 to 15% premium over yesterday's closing stock price of $7.125.
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We understand that in transactions of this nature it ,is typical for a special committee of independent directors (the "Special Committee")to be established to review the acqui.sition proposal. We suggest that the formation of a Special Committee be accomplishedduring today's Board of Directors meeting. We will forward in due course to the members of tha? Special Committee a form of acquisition agreement setting forth our proposed terms and conditions of the proposed transaction. Our proposal is conditioned upon the execution of a definitive acquisition agreemen; containing the terms and conditions set forth above and such other mutually agreeable terms and conditions as are customary in agreements of this sort, including butnot limited to customary representations, warranties, covenants and conditions. It is also subject to, among other things, (1) the approval of the transaction by the Special Committee, the Board of Directors and the Stockholders of the Company, (2) receipt of satisfadtory financing for the transaction, (3) receiptof a fairness opinion or an appraisal of the fair value of the shares to the Special Commhee that indicates that the price payable to the stockholders is fair value to the Stockholders of the Company and (4) the receipt of ail necessary regulatory approvals.
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We would like to proceed with this transaction as soon as possible. We reserve the right to 'modifyor withdraw this proposal at any time prior to the execution and delivery of the definitive acquisition agreement in the event that we become aware of any facts or circumstaixes that we determine, in our sole discretion, make such action appropriate. We will not have any obli_nationto the Company or its Stockholders with respect to this proposal prior to the execution and delivery of the definitive acquisition agreement. The Company will pay all of our direct and indirect costs and expenses in anyway connected to or associated with this proposal and in the transaction contemplated hereby.

Case 1:04-cv-00725-RPM

Document 41-6

Filed 07/01/2005

Page 2 of 2

We and our advisers are prepared promptly to meet with the Special Committee and its advisers to answer any questions that may arise regarding our proposal and the proposed transaction. Very truly yours, Richard E. Schaden

Richard F. Schaden