NOTICE OF GUARANTEED DELIVERY
for
Tender of Shares of Common Stock
(Including the Related Preferred Stock Purchase Rights)
of
Quality Dining, Inc.
to
QDI Acquisition LLC,
a wholly-owned subsidiary
of
NBO, LLC
(Not To Be Used For Signature Guarantees)
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The offer and withdrawal rights will expire at 12:00 Midnight,
New York City time, on Monday, June 5, 2000, unless the Offer is extended.
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This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates
representing shares of common stock, without par value (the "Common Stock"),
including the related preferred stock purchase rights (the "Rights" and,
together with the Common Stock, the "Shares"), issued pursuant to the Rights
Agreement (as defined in the Offer to Purchase) of Quality Dining, Inc., an
Indiana corporation (the "Company"), are not immediately available, if the
procedure for book-entry transfer cannot be completed prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase), or if time will not
permit all required documents to reach the Depositary prior to the Expiration
Date. Such form may be delivered by hand, transmitted by facsimile transmission
or mailed to the Depositary. See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
Wilmington Trust Company
By Mail: By Facsimile Transmission: By Hand/Overnight Delivery:
Attn: Corporate Trust Operations (For Eligible Institutions Only) Attn: Corporate Trust Operations
Wilmington Trust Company (302) 651-1079 Wilmington Trust Company
Rodney Square North 1105 North Market Street
1100 North Market Street Confirm Facsimile By Telephone: Wilmington, Delaware 19801
Wilmington, Delaware 19890-0001 (302) 651-8869 Attn: Corporate Trust Operations
(registered or certified mail recommended)
Delivery of this Notice of Guaranteed Delivery to an address other than
as set forth above or transmission of instructions via facsimile to a number
other than as set forth above will not constitute a valid delivery.
This form is not to be used to guarantee signatures. If a signature on
a Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to QDI Acquisition LLC, a Delaware
limited liability company ("Purchaser") and wholly-owned subsidiary of NBO, LLC,
a Michigan limited liability company ("Parent"), upon the terms and subject to
the conditions set forth in Purchaser's Offer to Purchase, dated May 9, 2000
(the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, constitute the "Offer"),
receipt of which is hereby acknowledged, the number of shares set forth below of
common stock, without par value (the "Common Stock"), including the related
preferred stock purchase rights issued pursuant to the Rights Agreement (as
defined in the Offer to Purchase) (the "Rights" and, together with the Common
Stock, the "Shares"), of Quality Dining, Inc., an Indiana corporation (the
"Company"), pursuant to the guaranteed delivery procedures set forth in Section
3 of the Offer to Purchase.
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Number of Shares: Name(s) of Record Holder(s):
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Please Print
Certificate Nos. (if available):
Address(es):
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Zip Code
Check box if Shares will be tendered by book-entry Area Code and Tel. No.:
transfer: [_]
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Account Number:
--------------------------------------------- Signature(s):
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Dated: , 2000
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GUARANTEE
(Not to Be Used for Signature Guarantees)
The undersigned, a firm which is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of a
recognized Medallion Program approved by the Securities Transfer Association
Inc., including the Securities Transfer Agents Medallion Program, the Stock
Exchange Medallion Program and the New York Stock Exchange Medallion Signature
Program or any other "eligible guarantor institution" (as such term is defined
under Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended),
guarantees to deliver to the Depositary either certificates representing the
Shares tendered hereby, in proper form for transfer, or confirmation of
book-entry transfer of such Shares into the Depositary's account at The
Depository Trust Company, in each case with delivery of a properly completed and
duly executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message, and any other documents required by
the Letter of Transmittal, within three trading days (as defined in the Offer to
Purchase) after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the same time period herein.
Failure to do so could result in a financial loss to such Eligible Institution.
Name of Firm:
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Authorized Signature
Address: Name:
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Please Print
Title:
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Zip code
Area Code & Tel. No: Date: , 2000
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DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE
SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
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