Letter Agreement between Berjaya



 






Exhibit 10.4




ROADHOUSE GRILL, INC.

2703-A Gateway Drive

Pompano Beach, Florida 33069




November 17, 2005




Berjaya Group (Cayman) Limited

c/o Berjaya Group Berhad

11th Floor, Menara Berjaya, KL Plaza

179 Jalan Bukit Bintang

55100 Kuala Lampur, Malaysia

Attn: Mr. Francis Lee




Dear Mr. Lee:




          Reference is made to the Amended and Restated Loan Agreement dated as of October 6, 2005 (the
“Loan Agreement”), between Berjaya Group (Cayman) Limited (“Lender”) and Roadhouse Grill, Inc.
(“Borrower”). Capitalized terms used herein are used as defined in the Loan Agreement.




          Under Section 7.12(a) of the Loan Agreement, it is an event of default if, on or prior to
October 31, 2005, the Borrower shall not have entered into a binding and enforceable Sale
Transaction, unless, prior to such date, a designee of the Lender reasonably acceptable to
the Borrower’s Board of Directors shall have been appointed as a member of the Board of Directors
of the Borrower (such default, the “Sale Transaction Default”). Pursuant to a letter agreement
dated as of August 11, 2005, between Borrower and Lender, it was agreed, among other things, that
if the Lender’s designee were Mr. Francis Lee, that he would be reasonably acceptable to the Board
of Directors of Borrower as the appointee of Lender.




          No Sale Transaction occurred on or prior to October 31, 2005 and prior to such date, Mr.
Francis Lee was not appointed to the Board of Directors of Borrower. While the Lender never
formally requested that Mr. Lee be appointed to the Board prior to that date, it is arguable that a
Sale Transaction Default occurred on such date because the Borrower did not appoint Mr. Lee to the
Board of Directors of the Borrower as of that date. In the interest of clarity, Borrower has
requested Lender to waive the potential Sale Transaction Default, and Lender is willing to waive
such potential Sale Transaction Default provided the Loan Agreement is amended as stipulated below.




          In consideration of Lender’s waiver of the Sale Transaction Default, Lender and Borrower agree
that the Loan Agreement is hereby amended to replace Section 7.12 thereof with the following new
Section 7.12:




 









 








Roadhouse Grill, Inc.

November 17, 2005

Page 2





	 	7.12	 	Failure to Appoint Lender Representative to Borrower’s Board of
Directors In Certain Circumstances.






          If, at any time on or after October 31, 2005, the Lender shall have made a
written request that either (i) Francis Lee or (ii) another designee of the Lender
reasonably acceptable to the Borrower’s Board of Directors be appointed as a
member of the Board of Directors of the Borrower and such appointment shall not
have been made within five (5) Business Days after Borrower’s receipt of such
written request.



          If the foregoing correctly sets forth our agreement and understanding, please so indicate by
signing and returning the enclosed copy of this letter agreement in the space provided by
Borrower’s signature.




	 	 	 	 	 
	 	 	BERJAYA GROUP (CAYMAN) LIMITED
	 
	 	 	 	 
	 

	 	By:	 	/s/ Francis Lee 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory





	 	 	 	 	 
	ACCEPTED AND AGREED TO:	 	 
	 
	 	 	 	 
	ROADHOUSE GRILL, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Michael C. Brant 	 	 
	 

	 	 

	 	 
	 
	 	Michael C. Brant 

Executive Vice President and Chief Financial Officer