2 FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 2nd, 1997 • Quality Dining Inc • Retail-eating places • Illinois
betweenRights Agreement • April 1st, 1997 • Quality Dining Inc • Retail-eating places • Ohio
QDI MERGER CORP. 4220 EDISON LAKES PARKWAY MISHAWAKA, INDIANA 46545Agreement and Plan of Merger • March 21st, 2005 • Quality Dining Inc • Retail-eating places
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.
Agreement ---------Consulting Agreement • January 25th, 2000 • Quality Dining Inc • Retail-eating places • Indiana
2 3 consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; orEmployment Agreement • January 26th, 2001 • Quality Dining Inc • Retail-eating places • Indiana
EXHIBIT No. 1 AMENDED AND RESTATED SHAREHOLDERS AGREEMENT among QDI Merger Corp.Shareholders Agreement • February 3rd, 2005 • Quality Dining Inc • Retail-eating places • Indiana
EXHIBIT 4-B LEASE ------ In consideration of the rents and covenants set forth below, Landlord (as hereinafter defined) hereby leases to Tenant (as hereinafter defined), and Tenant hereby leases from Landlord, the Property (as hereinafter defined),...Lease • September 14th, 1999 • Quality Dining Inc • Retail-eating places
Exhibit 10-AW SEVERANCE AGREEMENT AND GENERAL RELEASE This Severance Agreement and General Release ("Agreement") is entered into this 1st day of October,1999 between Michael J. Wargo ("Employee") and Quality Dining, Inc. and all of its subsidiaries,...Severance Agreement • January 25th, 2000 • Quality Dining Inc • Retail-eating places • Indiana
RECITALS --------Management Services Agreement • January 24th, 1997 • Quality Dining Inc • Retail-eating places • Delaware
EXHIBIT NO. 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including...Joint Filing Agreement • February 3rd, 2005 • Quality Dining Inc • Retail-eating places
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Quality Dining, Inc. and further agrees that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
LEASE AGREEMENTLease Agreement • January 24th, 1997 • Quality Dining Inc • Retail-eating places • Indiana
BRUEGGER'S FRESH BAGEL BAKERY ----------------------------- DEVELOPMENT AGREEMENT --------------------- TABLE OF CONTENTS -----------------Development Agreement • January 24th, 1997 • Quality Dining Inc • Retail-eating places • Delaware
EXHIBIT 4-D INTERCREDITOR AGREEMENT TABLE OF CONTENTS 1.REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE FRANCHISEE AND GUARANTORS 2.REPRESENTATIONS, WARRANTIES AND COVENANTS OF BKC 3.REPRESENTATIONS, WARRANTIES AND COVENANTS OF LENDER 4. DEFAULT...Intercreditor Agreement • September 14th, 1999 • Quality Dining Inc • Retail-eating places • Florida
RECITALS --------Accounting Services Agreement • January 24th, 1997 • Quality Dining Inc • Retail-eating places
ANDCredit Agreement • April 14th, 2005 • Quality Dining Inc • Retail-eating places • Indiana
INTRODUCTIONFranchise Agreement • January 26th, 2001 • Quality Dining Inc • Retail-eating places • Florida
Exhibit 10L Store # Location: Burger King Landlord Lease Expiration Date Annual Base ----------- ---------------------- -------- Commencement of Initial Term Rental ($) as of Date --------------- 10/27/96 1/ ------------ ---------------- Indiana 467...Lease Agreement • January 26th, 1998 • Quality Dining Inc • Retail-eating places
EXHIBIT 10-AM FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT, PROMISSORY NOTE AND SECURITY AGREEMENTRevolving Credit Loan Agreement • January 24th, 1997 • Quality Dining Inc • Retail-eating places
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLERStock Sale Agreement • July 15th, 2003 • Quality Dining Inc • Retail-eating places • Indiana
JOINDER AGREEMENTJoinder Agreement • February 16th, 2005 • Quality Dining Inc • Retail-eating places • Indiana
Exhibit 10-AQ RESIGNATION AGREEMENT AND GENERAL RELEASE This Resignation Agreement and General Release ("Agreement") is entered into this 14 day of January, 2000 between Marti'n Miranda ("Employee") and Quality Dining, Inc. ("Employer"). WHEREAS,...Resignation Agreement and General Release • January 25th, 2000 • Quality Dining Inc • Retail-eating places • Indiana
RECITALSResignation Agreement • January 24th, 1997 • Quality Dining Inc • Retail-eating places
1 Exhibit 10-AR AGREEMENT FOR RESTRICTED SHARES GRANTED UNDER QUALITY DINING, INC. 1997 STOCK OPTION AND INCENTIVE PLAN This Agreement has been entered into as of the 20th day of December, 2000 between Quality Dining, Inc., an Indiana corporation (the...Agreement for Restricted Shares • January 26th, 2001 • Quality Dining Inc • Retail-eating places
Exhibit 10-AJ STOCK PURCHASE AGREEMENT QUALITY DINING, INC. THIS AGREEMENT dated as of the 31st day of December, 2000, by and between QUALITY DINING, INC., (hereinafter referred to as "Purchaser") and Daniel M. Carney (hereinafter referred to as...Stock Purchase Agreement • April 4th, 2001 • Quality Dining Inc • Retail-eating places
EXHIBIT 10-AX CONSULTING AND RESIGNATION AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made to be effective as of the 13th day of August, 1999, by and between William R. Schonsheck ("Consultant") and Quality Dining, Inc., an Indiana...Consulting Agreement • September 14th, 1999 • Quality Dining Inc • Retail-eating places • Indiana
EXHIBIT 4-G COLLATERAL ASSIGNMENT OF LESSEE'S INTEREST IN LEASES THIS COLLATERAL ASSIGNMENT OF LESSEE'S INTEREST IN LEASES (the "Assignment") is made as of July 26, 1999, by GRAYLING CORPORATION , a Delaware corporation ("Lessee") to CHASE BANK OF...Collateral Assignment of Lessee's Interest in Leases • September 14th, 1999 • Quality Dining Inc • Retail-eating places • Indiana
Lease Expiration Date Annual Location: Commencement of Base Store # Burger King Landlord Date Initial Term Rental ------- ------------- -------------------------- ------------ --------------- ---------- Indiana 467 Michigan City Bendan Properties...Related Party Leases • February 15th, 2005 • Quality Dining Inc • Retail-eating places
EXHIBIT 10-U RELATED PARTY DEVELOPMENT AGREEMENTS (All Development Agreements with the entities listed below are the Related Party Franchisee Form (Exhibit 10-R))Related Party Development Agreement • January 24th, 1997 • Quality Dining Inc • Retail-eating places
ARTICLE I. DEFINITIONS 1 ARTICLE II. THE ADVANCES 14 2.1. Advances. 14 2.2. Election by Borrower 18 2.3. Increased Costs; Capital Adequacy 19 2.4. Liquidation Fee 21 2.5. Basis for Determining LIBOR Rate Inadequate or Unfair 21 2.6. Payments 22 2.7....Revolving Credit Agreement • September 14th, 1999 • Quality Dining Inc • Retail-eating places • Indiana
EXHIBIT 10-AG FIRST AMENDED AND RESTATED PRIORITY CHARTER AGREEMENT -------------------------- THIS AGREEMENT made this 21st day of October, 1998 by and between BURGER MANAGEMENT OF SOUTH BEND #3, INC., an Indiana Corporation, and QUALITY DINING,...Priority Charter Agreement • January 22nd, 1999 • Quality Dining Inc • Retail-eating places
EXHIBIT 10-AP AGREEMENT FOR RESTRICTED SHARES GRANTED UNDER QUALITY DINING, INC. 1997 STOCK OPTION AND INCENTIVE PLAN This Agreement has been entered into as of the 1st day of June, 1999 between Quality Dining, Inc., an Indiana corporation (the...Agreement for Restricted Shares • September 14th, 1999 • Quality Dining Inc • Retail-eating places
Exhibit 10-D Second Amendment to Development Agreement ----------------------------------------- This Second Amendment to Develoment Agreement (the "Amendment") is entered into as of the effective date herof by and between SOUTHWEST DINING, INC., an...Development Agreement • September 14th, 1999 • Quality Dining Inc • Retail-eating places • Indiana
EXHIBIT 4-E INTERCREDITOR AGREEMENT ------------------------ This Intercreditor Agreement ("Agreement") is made and entered into as of the 3rd day of August, 1999, by and among CAPTEC FINANCIAL GROUP, INC. ("Captec"), and CNL FINANCIAL SERVICES, INC....Intercreditor Agreement • September 14th, 1999 • Quality Dining Inc • Retail-eating places • Indiana
1 2 execution of this Addendum, Franchisee and BKC are entering into a Successor Franchise Agreement (the "FRANCHISE AGREEMENT") for the Restaurant, and the Owners are executing and delivering to BKC an Owner's Guaranty pursuant to which they...Successor Franchise Agreement • January 26th, 2001 • Quality Dining Inc • Retail-eating places
10,706,667.00 February 28, 2001Junior Subordinated Note • April 4th, 2001 • Quality Dining Inc • Retail-eating places • Indiana
