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EXHIBIT 7
Letter Agreement between
Quad-C, Inc. and Xxxxx X. Xxxxxx
dated May 15, 1998
Xx. Xxxxx X. Xxxxxx
00000 Xxxxxxxxx 000xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Dear Xxxxx:
Reference is made to our letter to you dated March 12, 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 the
undertaking set forth in our proposal and the effort and expense we have
incurred and 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 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 $10.00, 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, accounting and other advisors, in connection with this
transaction, or (ii) 50% of (A) 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.
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) 30 days from the date hereof. Each of the parties agrees
to negotiate in good faith during the next 30 days to reach a mutually
satisfactory agreement regarding the terms of a transaction between you and
Quad-C, Inc.
Sincerely yours,
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
Agreed:
/s/ Xxxxx X. Xxxxxx
-----------------------
Xxxxx X. Xxxxxx
Page 10 of 10 Pages
Exhibit Index on Page 8
