as Issuer,Indenture • November 19th, 2003 • O Charleys Inc • Retail-eating places • New York
FIRST AMENDMENT TO PARTICIPATION AGREEMENTParticipation Agreement • August 29th, 2001 • O Charleys Inc • Retail-eating places
RECITALS:Revolving Credit Agreement • March 20th, 2001 • O Charleys Inc • Retail-eating places
EXHIBIT 10.44 [O'CHARLEY'S LOGO] O'CHARLEY'S INC. DEVELOPMENT AGREEMENTOperating Agreement • March 12th, 2004 • O Charleys Inc • Retail-eating places • Tennessee
O'CHARLEY'S INC. (as a party to the Asset Purchase Agreement and the Merger Agreement)Settlement Agreement • March 12th, 2004 • O Charleys Inc • Retail-eating places
EXHIBIT 10.1 O'Charley's ___/__________, ____________ County, __________ LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease") is made and entered into as of ________ ____, 2003 (the "Effective Date"), by and between: (i) ______________, LP, a Delaware...Lease Agreement • February 2nd, 2004 • O Charleys Inc • Retail-eating places • Florida
EXHIBIT 10.4 CREDIT AGREEMENT dated as of November 4, 2003,Credit Agreement • November 19th, 2003 • O Charleys Inc • Retail-eating places • New York
EXHIBIT 10.1 O'CHARLEY'S INC. INCENTIVE STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made and entered into this ____ day of ______________, ____, by and between O'CHARLEY'S INC., a Tennessee corporation (the "Company"), and...Incentive Stock Option Agreement • November 12th, 2004 • O Charleys Inc • Retail-eating places
EXHIBIT 10.1 CREDIT AGREEMENT dated as of January 27, 2003, by and among O'CHARLEY'S INC., as Borrower, the Lenders referred to herein, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and...Credit Agreement • January 29th, 2003 • O Charleys Inc • Retail-eating places • New York
EXHIBIT 10.68 O'CHARLEY'S INC. RESTRICTED STOCK AGREEMENT This RESTRICTED STOCK AGREEMENT (the "Agreement") dated as of October 3, 2005 is by and between O'Charley's Inc., a Tennessee corporation (the "Company"), and Randall C. Harris (the "Grantee")....Restricted Stock Agreement • March 10th, 2006 • O Charleys Inc • Retail-eating places • Tennessee
1 EXHIBIT 1 O'CHARLEY'S INC. (a Tennessee corporation) _________ Shares of Common Stock UNDERWRITING AGREEMENT Dated: ________, 2001 Table of ContentsUnderwriting Agreement • March 26th, 2001 • O Charleys Inc • Retail-eating places • New York
RECITALS:Lease • August 29th, 2001 • O Charleys Inc • Retail-eating places
1 EXHIBIT 1.1 O'CHARLEY'S INC. 2,000,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTO Charleys Inc • September 25th, 1997 • Retail-eating places • Tennessee
amongParticipation Agreement • March 20th, 2001 • O Charleys Inc • Retail-eating places • Tennessee
EXHIBIT 10.11 LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • November 12th, 2004 • O Charleys Inc • Retail-eating places • Delaware
RECITALS:Assumption Agreement • August 29th, 2001 • O Charleys Inc • Retail-eating places
EXHIBIT 10.1 [O'CHARLEY'S LOGO] O'CHARLEY'S INC. DEVELOPMENT AGREEMENTDevelopment Agreement • May 24th, 2005 • O Charleys Inc • Retail-eating places • Tennessee
ANDRights Agreement • December 27th, 2000 • O Charleys Inc • Retail-eating places • Tennessee
BETWEENAsset Purchase Agreement • November 1st, 2002 • O Charleys Inc • Retail-eating places • Massachusetts
EXHIBIT 10.2 O'CHARLEY'S INC. NON-QUALIFIED STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made and entered into this _____ day of ________________, ____ by and between O'CHARLEY'S INC., a Tennessee corporation (the "Company"), and...Qualified Stock Option Agreement • November 12th, 2004 • O Charleys Inc • Retail-eating places
EXECUTION COPY O'Charley's Inc. 9% Senior Subordinated Notes due 2013 REGISTRATION RIGHTS AGREEMENT November 4, 2003 Wachovia Capital Markets, LLC Morgan Joseph & Co. Inc. c/o Wachovia Capital Markets, LLC 12 East 49th Street 44th Floor New York, New...O Charleys Inc • November 19th, 2003 • Retail-eating places • New York
EXHIBIT 10.8 REVOLVING LOAN AGREEMENT THIS REVOLVING LOAN AGREEMENT ("Agreement") is made this 20th day of August, 2004, by and between JFC Enterprises, LLC, a Delaware limited liability company ("Borrower") and O'CHARLEY'S INC., a Tennessee...Revolving Loan Agreement • November 12th, 2004 • O Charleys Inc • Retail-eating places • Tennessee
EXHIBIT 10.70 SEVERANCE COMPENSATION AGREEMENT dated as of January 22, 2006, between O'Charley's Inc., a Tennessee corporation (the "Company"), and Jeff D. Warne (the "Executive"). The Company's Board of Directors has determined that it is appropriate...Severance Compensation Agreement • March 10th, 2006 • O Charleys Inc • Retail-eating places • Tennessee
EXHIBIT 10.4 O'CHARLEY'S INC. RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (the "Agreement") is by and between O'Charley's Inc., a Tennessee corporation (the "Company"), and William E. Hall, Jr. (the "Grantee"). Section 1....Restricted Stock Unit Agreement • June 5th, 2002 • O Charleys Inc • Retail-eating places • Tennessee
Exhibit 10.42 ASSIGNMENT AND ASSUMPTION OF LEASE AND ACKNOWLEDGEMENT OF MASTER LEASE ASSIGNMENT AND SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND ACKNOWLEDGEMENT OF MASTER LEASE ASSIGNMENT AND...Assignment and Assumption of Lease • March 12th, 2003 • O Charleys Inc • Retail-eating places
MASTER LEASEMaster Lease • March 12th, 2003 • O Charleys Inc • Retail-eating places • Arizona
EXHIBIT 10.3 SWINGLINE NOTEO Charleys Inc • January 29th, 2003 • Retail-eating places • New York
FOR VALUE RECEIVED, the undersigned, O'CHARLEY'S INC., a corporation organized under the laws of Tennessee (the "Borrower"), promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the "Lender"), at the place and times provided in the Credit Agreement referred to below, the principal sum of _______________ DOLLARS ($__________) or, if less, the principal amount of all Swingline Loans made by the Lender from time to time pursuant to that certain Credit Agreement, dated as of January __, 2003 (as amended, restated, supplemented or otherwise modified, the "Credit Agreement"), by and among the Borrower, the Lenders who are or may become a party thereto, as Lenders (the "Lenders"), and Wachovia Bank, National Association, as Administrative Agent (the "Administrative Agent"). Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.
WITNESSETH:Program Agreement • November 12th, 2004 • O Charleys Inc • Retail-eating places • Arizona
EXHIBIT 10.2 SEVERANCE AGREEMENT AND GENERAL RELEASE THIS SEVERANCE AGREEMENT AND GENERAL RELEASE ("Agreement") is made and entered into this 1st day of January, 2006, by and between RICHARD D. MAY (hereinafter referred to as "Mr. May") and...Severance Agreement and General Release • February 1st, 2006 • O Charleys Inc • Retail-eating places
WITNESSETH:Agreement • February 2nd, 2004 • O Charleys Inc • Retail-eating places • Georgia
LEASE BETWEENDisturbance and Attornment Agreement • March 28th, 2005 • O Charleys Inc • Retail-eating places
AMONGRevolving Credit Agreement • March 30th, 1998 • O Charleys Inc • Retail-eating places • Tennessee
AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 5, 2012 BY AND AMONG FIDELITY NATIONAL FINANCIAL, INC., FRED MERGER SUB INC. AND O’CHARLEY’S INC.Agreement and Plan of Merger • February 6th, 2012 • O Charleys Inc • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 5, 2012 (this “Agreement”), by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“Parent”), FRED MERGER SUB INC., a Tennessee corporation and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”), and O’CHARLEY’S INC., a Tennessee corporation (the “Company”). Certain capitalized terms are defined in Section 9.12.
RECITALSRegistration Rights Agreement • January 29th, 2003 • O Charleys Inc • Retail-eating places • Tennessee
EXHIBIT 10.5 This note replaces but does not extinguish the obligations under that certain Revolving Credit Note (the "Original Revolving Credit Note") executed in connection with the Credit Agreement dated as of January 27, 2003 by and among the...O Charleys Inc • November 19th, 2003 • Retail-eating places • New York
This note replaces but does not extinguish the obligations under that certain Revolving Credit Note (the "Original Revolving Credit Note") executed in connection with the Credit Agreement dated as of January 27, 2003 by and among the Borrower, the lenders party thereto and Wachovia Bank, National Association, as Administrative Agent.
