Exhibit 10.13


 


Letter Agreement with KPMG, LLP


 


March 22, 2006


 


Western Sizzlin Corporation


1338 Plantation Road


Roanoke, VA  24012


 


Attention: Mr. James C. Verney,
President and Chief Executive Officer


 


Western Sizzlin Corporation and
subsidiaries (the “Company”) has requested that we consent to the incorporation
by reference of our report on the Company’s consolidated balance sheet as of
December 31, 2003, and the related consolidated statements of operations,
stockholders’ equity and cash flows for each of the years ended December 31,
2003 and 2002 in the Annual Report on Form 10-K for the year ended December 31,
2004, which serves to update Registration Statement No. 333-67641 on Form S-8
and Registration Statement No. 333-118934 on Form S-8, previously filed by the
Company under the Securities Act of 1933.


 


By agreeing to the terms of
this letter, you agree to indemnify KPMG LLP (KPMG) from certain risks inherent
in incorporating by reference our audit report on the Company’s consolidated
balance sheet as of December 31, 2003, and the related consolidated
statements of operations, stockholders’ equity and cash flows for each of the
years ended December 31, 2003 and 2002 in the Annual Report on Form 10-K for
the year ended December 31, 2004, which serves to update Registration Statement
No. 333-67641on Form S-8 and Registration Statement No. 333-118934 on Form S-8,
previously filed by the Company under the Securities Act of 1933. Specifically,
you agree to indemnify and hold KPMG harmless against and from any and all
legal costs and expenses (including reasonable fees and expenses of attorneys,
experts and consultants) which we may incur in connection with our successful
defense of any legal action or proceeding that may arise as a result of our
consent to the incorporation by reference of our report on the Company’s
consolidated balance sheet as of December 31, 2003, and the related
consolidated statements of operations, stockholders’ equity and cash flows for
each of the years ended December 31, 2003 and 2002 in the Annual Report on Form
10-K for the year ended December 31, 2004, which serves to update Registration
Statement No. 333-67641 on Form S-8 and Registration Statement No. 333-118934
on Form S-8, previously filed by the Company under the Securities Act of 1933,
whether brought under the federal securities laws or other statutes, state
statute, or common law, or otherwise. In the event KPMG incurs legal costs or
expenses indemnified hereunder, you agree to reimburse KPMG for those costs as
incurred on a monthly basis. KPMG shall not be indemnified, and shall refund to
you, any amounts paid to it pursuant to this indemnification in the event there
is court adjudication that we are guilty of professional malpractice, or in the
event that KPMG becomes liable for any part of the plaintiff’s damages by
virtue of settlement. In the event KPMG is requested pursuant to subpoena or
other legal process to produce its documents relating to the Company in
judicial or administrative proceedings to which KPMG is not a party, the
Company shall reimburse KPMG at standard billing rates for its professional
time and expenses, including reasonable attorney’s fees, incurred in responding
to such requests.


 


Please indicate your acceptance
of these terms by signing and returning a copy of this letter to me.


 


Very truly yours,


 


	
  KPMG LLP

  
	
   

  
	
  /s/ T.
  Douglas McQuade

  	
   

  
	
  Managing Partner

  	
   

  
			



 


1

















 


cc:         Ms. Robyn B. Mabe

Chief Financial Officer

Western Sizzlin Corporation


 


ACCEPTED:


 


	
  WESTERN SIZZLIN CORPORATION

  
	
   

  
	
  /s/ James C.
  Verney

  	
   

  
	
  Authorized
  Signature

  	
   

  
	
   

  	
   

  
	
   James C. Verney

  	
   

  
	
  President
  & Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   March 23, 2006

  	
   

  
	
  Date

  	
   

  



 


2