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EXHIBIT 6
Letter Agreement between
Quad-C, Inc. and Xxxxx X. Xxxxxx
dated March 12, 1998
Xx. Xxxxx X. Xxxxxx
00000 Xxxxxxxxx 000xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Dear Xxxxx:
Reference is made to our letter to you dated the date hereof with respect
to our proposal in connection with your bid to acquire Pollo Tropical, Inc.
This letter agreement confirms your agreement that in recognition of the
undertaking set forth in our proposal and the effort and expense we will be
incurring with respect thereto, you will work exclusively with Quad-C, Inc.,
and Quad-C, Inc. will work exclusively with you, in seeking to effect the
acquisition, unless and until this letter agreement is terminated.
You further agree that, if there is a public announcement that the Board
of Directors of Pollo Tropical, Inc. has formed a Special Committee to consider
your offer, in the event an agreement of sale, merger or recapitalization is
entered into by Pollo Tropical, Inc. within 90 days of the date hereof with a
party other than Quad-C, Inc. providing for the conversion of the outstanding
common stock of Pollo Tropical, Inc. into cash or securities of another issuer
and such transaction is consummated at an effective price per share above
$10.00, then upon consummation of such transaction you shall pay to Quad-C,
Inc. the lesser of (i) Quad-C, Inc.'s reasonable documented direct out-of-pocket
expenses, including expenses paid by Quad-C, Inc. to its financial, legal and
other advisors, in connection with this transaction, or (ii) (A) 50% of the
proceeds received by you in excess of $10.00 per share in connection with the
conversion of Pollo Tropical, Inc. common stock held by you in such
transaction, minus (B) $375,000.
Page 19 of 20 Pages
Exhibit Index on Page 9
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Xx. Xxxxx X. Xxxxxx
Page 2
This letter agreement will terminate upon the earlier to occur of (i)
termination by Quad-C, Inc. of its proposal for the acquisition of Pollo
Tropical, Inc. or (ii) 60 days from the date hereof. Each of the parties agrees
to negotiate in good faith during the next 60 days to reach a mutually
satisfactory agreement regarding the terms of a transaction between you and the
undersigned.
Sincerely,
/s/ Xxxxxx X. Xxxxxx
------------------------
Xxxxxx X. Xxxxxx
Agreed:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Page 20 of 20 Pages
Exhibit Index on Page 9
