ROADHOUSE GRILL, INC. 2703-A GATEWAY DRIVE POMPANO BEACH, FLORIDA 33069 November 17, 2005
Exhibit 5
ROADHOUSE GRILL, INC.
0000-X XXXXXXX XXXXX
XXXXXXX XXXXX, XXXXXXX 00000
0000-X XXXXXXX XXXXX
XXXXXXX XXXXX, XXXXXXX 00000
November 17, 0000
Xxxxxxx Group (Cayman) Limited
x/x Xxxxxxx Xxxxx Xxxxxx
00xx Xxxxx, Xxxxxx Xxxxxxx, XX Plaza
000 Xxxxx Xxxxx Xxxxxxx
00000 Xxxxx Xxxxxx, Maylasia
Attn: Xxxxxxx Xxx, Executive Director
x/x Xxxxxxx Xxxxx Xxxxxx
00xx Xxxxx, Xxxxxx Xxxxxxx, XX Plaza
000 Xxxxx Xxxxx Xxxxxxx
00000 Xxxxx Xxxxxx, Maylasia
Attn: Xxxxxxx Xxx, Executive Director
Gentlemen:
This letter agreement (“Agreement”) between the parties hereto sets forth the terms under
which Berjaya Group (Cayman) Limited (“Berjaya”) shall, in their role as a secured lender to
Roadhouse Grill, Inc. (the “Company”), approve the proposed Merger (the “Merger”) between the
Company and Steakhouse Partners, Inc. (“Steakhouse”), and, in their role as a stockholder of the
Company, enter into a Voting Agreement (the “Voting Agreement”) agreeing to vote the shares of the
Company’s common stock that they own in favor of the Merger.
The Agreement
Under the terms of that certain Amended and Restated Loan Agreement between Berjaya and the
Company, dated as of October 6, 2005 (the “Loan Agreement”), Berjaya has the right to approve a
“Sale Transaction” (as defined in the Loan Agreement). Additionally, pursuant to that certain
Agreement and Plan of Merger, dated as of November 17, 2005 (the “Merger Agreement”), Steakhouse
is requiring that Berjaya enter into a Voting Agreement under which they agree to support the
Merger transaction contemplated by the Merger Agreement.
For good and valuable consideration, as set forth herein, Berjaya hereby consents to the
Merger in its role as a secured lender to the Company and agrees to execute the Voting Agreement
pursuant to which they will support the Merger in its role as a stockholder of the Company. In
return, the Company agrees that at the closing of the Merger, it will pay to Berjaya a fee of
$850,000 in cash.
Other
This Agreement constitutes the entire agreement between the parties hereof regarding the
subject matter hereof. This Agreement may only be changed by a written agreement signed by the
parties hereof.
The subject headings in this Agreement are provided for the convenience of the reader and do
not make up a part of the Agreement itself.
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This Agreement will be governed and construed in accordance with the laws of the State of
Florida, without regard to the conflicts of laws principles thereof.
If Berjaya is in agreement with the foregoing, please sign and return one copy of this
Agreement. Any counterpart copies will constitute one single document with respect to this
Agreement.
Sincerely,
ROADHOUSE GRILL, INC.
By: /s/ Xxxxx Sabi
Name: Xxxxx Sabi
Title: Chief Executive Officer
Name: Xxxxx Sabi
Title: Chief Executive Officer
Agreed to and accepted as of the 17th day of November, 2005.
BERJAYA GROUP (CAYMAN) LIMITED
By: /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Authorized Signatory
Name: Xxxxxxx Xxx
Title: Authorized Signatory
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