EXHIBIT (d)(3)
QDI MERGER CORP.
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March 18, 2005
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Executive Vice President
Quality Dining, Inc.
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Re: Extension of Outside Date
Dear ▇▇. ▇▇▇▇▇:
Reference is made to the Agreement and Plan of Merger dated as of
November 9, 2004 (the "Agreement") by and between QDI Merger Corp. ("Merger
Corp.") and Quality Dining, Inc. (the "Company"). Capitalized terms used herein
and not otherwise defined shall have the meanings given to such terms in the
Agreement.
Pursuant to Section 7.1(b)(ii) of the Agreement, the Agreement may be
terminated and the Merger may be abandoned by Merger Corp. or the Company if the
Effective Time shall not have occurred on or before the Outside Date, which is
currently April 9, 2005. Due to the length of time that it has taken for the SEC
to complete its review of the Proxy Statement and Schedule 13E-3, it is likely
that the Effective Time will not occur on or before the Outside Date.
Accordingly, Merger Corp. is hereby requesting that the Company agree to amend
the definition of "Outside Date" by changing the date in such definition from
April 9, 2005 to April 30, 2005. We understand that, pursuant to Section 7.4 of
the Agreement, the consent of the Special Committee is required for the
amendment described in this letter and that by signing in the space provided
below, the Company will also be acknowledging that the Special Committee has
consented to such amendment.
If you are in agreement with the foregoing, please indicate acceptance
by signing two copies of this letter in the space below and returning one copy
to Merger Corp., whereupon this letter will constitute a binding agreement with
respect to the matters set forth herein.
Sincerely yours,
QDI MERGER CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: President
Acknowledged and agreed as of the date first written above:
QUALITY DINING, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President