Exhibit 10.13


 


Letter Agreement with KPMG, LLP


 


April 6, 2005


 


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.


 


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


 


Very truly yours,


 


KPMG LLP


 


 


	
  T. Douglas
  McQuade

  	
   

  	
   

  
	
  Managing
  Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  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

  
	
   

  
	
  April 7, 2005

  	
   

  
	
  Date

  



 


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