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[Quality Dining Letterhead]

Dear Fellow Shareholders:

     On May 9, 2000, NBO, LLC, began its ill-considered hostile tender offer to
buy your shares of Quality Dining stock at a price of $5.00 per share. By now
you may have received NBO's tender offer materials.

     AFTER CAREFUL CONSIDERATION, YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY
DETERMINED THAT NBO'S OFFER IS INADEQUATE AND NOT IN THE BEST INTERESTS OF THE
COMPANY OR ITS SHAREHOLDERS. ACCORDINGLY, YOUR BOARD RECOMMENDS THAT YOU REJECT
NBO'S OFFER AND NOT TENDER ANY OF YOUR SHARES.

     Quite simply, your Board believes that NBO's offer is being made for the
WRONG PRICE at the WRONG TIME and is ill-considered and UNLIKELY TO SUCCEED. IN
ESSENCE, NBO'S LATEST OFFER IS NO DIFFERENT FROM THE OFFER YOU REJECTED AT THE
LAST ANNUAL MEETING OF SHAREHOLDERS WHEN YOU DEFEATED NBO'S SLATE OF DIRECTORS
AND ITS PROPOSAL TO TERMINATE THE COMPANY'S RIGHTS PLAN. NBO is not offering our
shareholders anything new or appropriate, and your Board has no intention of
facilitating NBO's offer by terminating the Rights Plan or taking other actions
under Indiana law requested by NBO. YOUR BOARD BELIEVES THAT IT IS TIME FOR NBO
TO STOP WASTING THE COMPANY'S TIME AND RESOURCES AND ALLOW MANAGEMENT TO RETURN
TO DEVOTING 100% OF ITS ENERGIES TO CARRYING OUT THE COMPANY'S LONG-TERM
STRATEGY.

WRONG PRICE:

     - Your Board believes that neither the current stock price nor NBO's offer
       price reflects the inherent value of the Company.

     - McDonald Investments Inc., the Company's financial advisor, has delivered
       its opinion that the offer price is inadequate to the Company's
       shareholders from a financial point of view.

WRONG TIME:

     - Your Board's long-term strategy for restoring shareholder value is
       beginning to produce positive results, but NBO's offer is carefully timed
       to take advantage of the current low price of our stock.

     - The offer is an attempt by NBO to capture for itself the future growth in
       revenues, net income and cash flow that your Board believes will be
       realized from the implementation of our long-term strategy.

UNLIKELY TO SUCCEED:

     - Your Board believes that NBO will not be able to arrange the necessary
       financing to complete its offer. As NBO well knows, the approximately $60
       million of indebtedness outstanding under the Company's bank revolving
       credit agreement will likely need to be refinanced if NBO completes the
       offer. NBO has presented no plan or proposal for refinancing that
       indebtedness.

     - NBO is also aware that the Company will likely be in breach of its
       important franchise agreements, which could result in the forced closure
       of approximately 100 of the Company's Burger King and Chili's restaurants
       if NBO completes the offer. NBO has presented no plan or proposal for
       obtaining franchisor consents.

     - Your Board believes that it is unlikely that any responsible
       lender -- including NBO's principals -- will be willing to provide
       financing for NBO's offer if satisfactory arrangements are not put in
       place with the Company's banks and franchisors. NBO CLAIMS THAT ITS OFFER
       IS NOT SUBJECT TO A FINANCING CONDITION BUT YOUR BOARD BELIEVES THAT, IN
       REALITY, NBO WILL NOT BE ABLE TO OBTAIN ADEQUATE FINANCING AND ITS OFFER
       IS, IN EFFECT, ILLUSORY.

                          [QUALITY DINING LETTERHEAD]
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     As we advised you during NBO's proxy contest, your Board has implemented a
long-term strategy to rebuild the Company and to maximize shareholder value by
optimizing cash flow, aggressively reducing debt, improving our restaurant
operations and disposing of underperforming assets, coupled with measured growth
and a moderate stock repurchase program. Applying this strategy, the Company has
made significant progress, even though the restaurant industry as a whole
continues to go through a difficult period. Despite this progress, much work
remains to be done and we continue to respectfully ask for your patience and
support.

     We urge you read the attached Schedule 14D-9 with care so that you will be
fully informed as to the Board's recommendation. We will keep you advised of any
changes in NBO's offer or our recommendation with respect to the offer, as well
as any other significant developments.

     IN SUM, WE STRONGLY URGE YOU TO ONCE AGAIN SHOW NBO THAT YOU HAVE NO
INTEREST IN ITS INADEQUATE AND HIGHLY CONDITIONAL OFFER AND RECOMMEND THAT YOU
DO NOT TENDER ANY OF YOUR SHARES. BY REFUSING TO TENDER YOUR SHARES, YOU CAN
SEND A CLEAR MESSAGE TO NBO THAT IT IS TIME FOR MANAGEMENT TO GET BACK TO WORK.

     If you have any questions or need further assistance please call our
information agent, Georgeson Shareholder Communications, Inc., toll free at
(800) 223-2064.

     We thank you for your continued support.

                                     On Behalf of your Board of Directors,

                                     [/s/ Daniel B. Fitzpatrick]

                                     Daniel B. Fitzpatrick
                                     Chairman, President & CEO

May 22, 2000

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