Exhibit 16
NBO, LLC
25800 Northwestern Highway
Suite 750
Southfield, Michigan 48075
December 21, 2000
Mr. Michael C. Devlin
c/o King Venture, Inc.
25800 Northwestern Highway
Suite 750
Southfield, Michigan 48075
Dear Mike:
You have consented to serve as a nominee (an "NBO Nominee") of
NBO, LLC ("NBO") for election as a director of Quality Dining, Inc. (the
"Company") at the Company's 2001 Annual Meeting of Shareholders (the "2001
Annual Meeting"). In connection therewith, we mutually agree as follows:
We agree to indemnify you and hold you harmless from and
against all expenses, liabilities and losses (including attorneys' fees,
judgments, fines and amounts paid or to be paid in any settlement) actually
incurred or suffered by you in connection with any present or future threatened,
pending or contemplated investigation, claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative, to which you are made
a party or threatened to be made a party by reason of any action or inaction
taken or omitted in connection with your service as an NBO Nominee, the
solicitation of proxies in respect of the NBO Nominees (which include, in
addition to yourself, David W. Schostak and Mark S. Schostak) in connection with
the 2001 Annual Meeting and any communication to the Company's shareholders or
filings with the Securities and Exchange Commission relating thereto (including,
without limitation, proxy statements, solicitation materials and statements on
Schedule 13D). Notwithstanding anything to the contrary contained herein, we
shall not have any obligation to indemnify or hold you harmless from any such
expense, liability or loss arising out of your fraud, willful misconduct or
gross negligence.
Upon receipt by you of actual notice of the commencement of an
action or proceeding against you in respect of which indemnity may be sought
hereunder, you shall promptly notify us with respect thereto (provided that
failure to so notify us shall not relieve us from any liability which we may
have on account of this agreement, except to the extent we shall have been
actually and materially prejudiced by such failure) and we may elect to assume
the defense thereof, including the employment of counsel reasonably satisfactory
to you, and shall have the right to settle such action or proceeding (providing
that such settlement provides for an unconditional release of you from any
liabilities in respect thereof). You shall have the right to employ separate
counsel in any such action and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at your expense unless (a) we have
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agreed to pay the fees and expenses of such counsel, (b) we shall have failed
promptly (after notice thereof from you) to assume the defense of such action or
proceeding and employed counsel reasonably satisfactory to you in any such
action or proceeding, or (c) the named parties to any such action or proceedings
include you and us and you shall have been advised by counsel that there are one
or more legal defenses available to us which are different from or additional to
those available to you which, if we and you were to be represented by the same
counsel, would constitute a conflict of interest for such counsel or prejudice
the prosecution of defenses available to you in which case, if you notify us in
writing that you elect to employ separate counsel at our expense, we shall not
have the right to assume the defense of such action or proceeding on your behalf
(it being understood, however, that we shall not, in connection with any such
action or proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses or more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for you and you shall instruct each separate counsel to reasonably
cooperate with us in order to reduce fees and expenses for which we are liable).
We shall not be liable for any settlement of any litigation or proceeding
effected without our written consent (which consent shall not be unreasonably
withheld), but, if settled with such consent, we agree to indemnify you from and
against any loss or liability by reason of such settlement.
This agreement is the only agreement between the parties
hereto with respect to the subject matter hereof.
This agreement may be signed in counterparts, each of which
shall be deemed to be an original instrument, and all of which shall together
constitute one and the same agreement.
This agreement shall be governed by the laws of the State of
Michigan without regard to the principles thereof relating to the conflict or
choice of laws.
If the foregoing reflects our mutual understanding and
agreement, please so indicate by signing a duplicate of this letter where
indicated below and returning it to the undersigned.
Very truly yours,
NBO, LLC
By: /s/ David W. Schostak
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Name: David W. Schostak
Title: Member
Accepted and Agreed:
/s/ Michael C. Devlin
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Michael C. Devlin
