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EXHIBIT 8
May 21, 1998
Xx. Xxxxx X. Xxxxxx
00000 Xxxxxxxxx 000xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Dear Xxxxx:
Reference is made to our letter to you dated May 15, 1998 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 our
willingness to support the bid, the second paragraph of the May 15, 1998 letter
is hereby amended and resumed in its entirety to read as follows:
You further agree that in the event an agreement of sale,
merger or recapitalization is entered into by Pollo Tropical, Inc.
within 30 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
$10.25 per share, then upon consummation of such transaction the gross
proceeds received by you, Xxxxx and the trusts for the benefit of your
children with respect to the 1,448,074 shares held by you and them in
excess of $10.25 per share shall be applied as follows: (i) first, to
Quad-C, Inc. the amount of its 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, (ii) second, to the payment of your reasonable documented
direct out-of-pocket expenses, including the fees and expenses of your
financial and legal advisors, and (iii) third, 50% of the balance to
Quad-C, Inc.
Except as set forth in the preceding paragraph, you confirm that the
letter dated May 15, 1998 remains in full force and effect.
Sincerely,
/s/ Xxxxxx X. Xxxxxx
----------------------------
Xxxxxx X. Xxxxxx
Agreed:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Page 8 of 23
Exhibit Index on Page 6
