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                                                                    Exhibit 10.2

                                                                  EXECUTION COPY

                                O'Charley's Inc.

                                  $125,000,000

                      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 York  10017

Ladies and Gentlemen:

         O'Charley's Inc., a Tennessee corporation (the "Company"), and the
Company's subsidiaries listed on Schedule I hereto (the "Guarantors") confirm
their agreement with Wachovia Capital Markets, LLC ("Wachovia") and Morgan
Joseph & Co. Inc. (together with Wachovia, the "Initial Purchasers") on the
terms set forth herein.

         This agreement (the "Registration Rights Agreement" or this
"Agreement") is being entered into in connection with a certain note purchase
agreement, dated October 30, 2003, by and among the Company, the Guarantors and
the Initial Purchasers (the "Purchase Agreement"), which provides for the
issuance and sale by the Company to the Initial Purchasers of $125,000,000
aggregate principal amount of the Company's 9% Senior Subordinated Notes due
2013 (the "Notes") to be unconditionally guaranteed on an unsecured senior
subordinated basis by the Guarantors (the "Note Guarantees"). In order to induce
the Initial Purchasers to enter into the Purchase Agreement, the Company and the
Guarantors have agreed to provide the registration rights set forth in this
Agreement for the benefit of the Initial Purchasers and their direct and
indirect transferees. The parties hereby agree as follows:

                  1.       Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

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                  "Additional Interest" has the meaning set forth in Section 4
hereto.

                  "Affiliate" means, with respect to any specified person, any
other person that, directly or indirectly, is in control of, is controlled by,
or is under common control with, such specified person. For purposes of this
definition, control of a person means the power, direct or indirect, to direct
or cause the direction of the management and policies of such person whether by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

                  "Agreement" has the meaning set forth in the preamble hereto.

                  "Business Day" means any day excluding Saturday, Sunday or any
other day which is a legal holiday under the laws of the City of New York, New
York or is a day on which banking institutions therein located are authorized or
required by law or other governmental action to close.

                  "Commission" means the Securities and Exchange Commission.

                  "Consummate" means, with respect to a Registered Exchange
Offer, the occurrence of (a) the filing and effectiveness under the Act of the
Exchange Offer Registration Statement relating to the Exchange Notes to be
issued in the Registered Exchange Offer, (b) the maintenance of such
Registration Statement continuously effective and the keeping of the Registered
Exchange Offer open for a period not less than the minimum period required
pursuant to Section 2(c)(ii) hereof, (c) the Company's acceptance for exchange
of all Transfer Restricted Notes duly tendered and not validly withdrawn
pursuant to the Registered Exchange Offer and (d) the delivery of Exchange Notes
by the Company to the registrar under the Indenture in the same aggregate
principal amount as the aggregate principal amount of Transfer Restricted Notes
duly tendered and not validly withdrawn by Holders thereof pursuant to the
Registered Exchange Offer and the delivery of such Exchange Notes to such
Holders. The term "Consummation" has a meaning correlative to the foregoing.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

                  "Exchange Notes" means debt securities of the Company,
guaranteed by the Guarantors, substantially identical in all material respects
to the Notes other than issue date (except that the Additional Interest
provisions and the transfer restrictions pertaining to the Notes will be
modified or eliminated, as appropriate), to be issued under the Indenture in
connection with the Registered Exchange Offer.

                  "Exchange Offer Registration Period" means the 180-day period
following the Consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement or during which the
Company has suspended the use of the Prospectus contained therein pursuant to
Section 2(d); provided, however, that in the event that all resales of Exchange
Notes (including, subject to the time periods set forth herein, any resales by
Participating Broker-Dealers) covered by such Exchange Offer Registration
Statement have been made, the Exchange Offer Registration Statement need not
thereafter remain continuously effective for such period.

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                  "Exchange Offer Registration Statement" means a registration
statement of the Company and the Guarantors on an appropriate form under the Act
with respect to the Registered Exchange Offer, all amendments and supplements to
such registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Filing Date" has the meaning set forth in Section 2 hereto.

                  "Holder" means any holder from time to time of Transfer
Restricted Notes or Exchange Notes (including any of the Initial Purchasers).

                  "Indenture" means the indenture relating to the Notes and the
Exchange Notes, dated as of November 4, 2003, among the Company, the Guarantors
and The Bank of New York, trustee, as the same may be amended, supplemented,
waived or otherwise modified from time to time in accordance with the terms
thereof.

                  "Initial Purchasers" has the meaning set forth in the preamble
hereto.

                  "Issue Date" means November 4, 2003.

                  "Losses" has the meaning set forth in Section 8(d) hereto.

                  "Majority Holders" means the Holders of a majority of the
aggregate principal amount of Transfer Restricted Notes registered under a
Registration Statement.

                  "Managing Underwriters" means the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering under a Shelf Registration Statement.

                  "Notes" has the meaning set forth in the preamble hereto.

                  "Participating Broker-Dealer" means any Holder (which may
include any of the Initial Purchasers) that is a broker-dealer electing to
exchange Notes acquired for its own account as a result of market-making
activities or other trading activities for Exchange Notes.

                  "Private Exchange Notes" has the meaning set forth in Section
2(g) hereof.

                  "Prospectus" means the prospectus included in any Registration
Statement (including a prospectus that discloses information previously omitted
from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A under the Act or any similar rule that may be adopted by
the Commission), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Transfer Restricted
Notes covered by such Registration Statement, and all amendments and supplements
to the Prospectus.

                  "Purchase Agreement" has the meaning set forth in the preamble
hereto.

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                  "Registered Exchange Offer" means the proposed offer to the
Holders to issue and deliver to such Holders, in exchange for the Notes, a like
aggregate principal amount of Exchange Notes.

                  "Registration Statement" means any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Transfer
Restricted Notes (including the Note Guarantee) pursuant to the provisions of
this Agreement, amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto, and all material incorporated by
reference therein.

                  "Shelf Registration" means a registration of Transfer
Restricted Notes with the Commission effected pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in
Section 3(c) hereof.

                  "Shelf Registration Statement" means a "shelf" registration
statement of the Company and the Guarantors filed pursuant to the provisions of
Section 3 hereof, which covers some or all of the Transfer Restricted Notes, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, and which may be in the format of an
amendment to the Exchange Offer Registration Statement if permitted by the
Commission, all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

                  "Transfer Restricted Notes" means each Note upon original
issuance thereof and at all times subsequent thereto, each Private Exchange Note
as to which Section 3(a)(iii) or Section 3(a)(iv) applies upon original issuance
and at all times subsequent thereto, until in the case of any such Note or
Exchange Note, as the case may be, the earliest to occur of (i) the date on
which such Note has been exchanged by a person other than a Participating
Broker-Dealer for an Exchange Note (other than with respect to an Exchange Note
as to which Section 3(a)(iii) or Section 3(a)(iv) apply), (ii) with respect to
Exchange Notes received by Participating Broker-Dealers in the Registered
Exchange Offer, the date on which such Exchange Note has been sold by such
Participating Broker-Dealer by means of the Prospectus contained in the Exchange
Offer Registration Statement, (iii) a Shelf Registration Statement covering such
Note or Exchange Note, as the case may be, has been declared effective by the
Commission and such Note or Exchange Note, as the case may be, has been disposed
of in accordance with such effective Shelf Registration Statement, (iv) the date
on which such Note or Exchange Note, as the case may be, can be sold without any
limitations under Rule 144 under the Act or any similar rule that may be adopted
by the Commission, (v) the date on which such Note or Exchange is transferred to
the public pursuant to Rule 144 under the Act or (vi) such Note or Exchange
Note, as the case may be, ceases to be outstanding for purposes of the
Indenture.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended.

                  "Trustee" means the trustee with respect to the Notes or
Exchange Notes, as applicable, under the Indenture.

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                  2. Registered Exchange Offer; Resales of Exchange Notes by
Participating Broker-Dealers; Private Exchange. (a) The Company and the
Guarantors shall prepare and, not later than 90 days from the Issue Date (or, if
such 90th day is not a Business Day, by the first Business Day thereafter),
shall file with the Commission the Exchange Offer Registration Statement with
respect to the Registered Exchange Offer (the date of such filing hereinafter
referred to as the "Filing Date"). The Company and the Guarantors shall use
their reasonable best efforts (i) to cause the Exchange Offer Registration
Statement to be declared effective under the Act within 180 days from the Issue
Date (or, if such 180th day is not a Business Day, by the first Business Day
thereafter), and (ii) to Consummate the Registered Exchange Offer within 210
days from the Issue Date (or, if such 210th day is not a Business Day, by the
first Business Day thereafter).

                  (b) The objective of such Registered Exchange Offer is to
enable each Holder electing to exchange Transfer Restricted Notes for Exchange
Notes (assuming that such Holder (x) is not an "affiliate" of the Company or the
Guarantors within the meaning of the Act, (y) is not a broker-dealer that
acquired the Transfer Restricted Notes in a transaction other than as a part of
its market-making or other trading activities and (z) if such Holder is not a
broker-dealer, acquires the Exchange Notes in the ordinary course of such
Holder's business, is not participating in the distribution of the Exchange
Notes and has no arrangements or intentions with any person to make a
distribution of the Exchange Notes) to resell such Exchange Notes from and after
their receipt without any limitations or restrictions under the Act and without
material restrictions under the securities laws of a substantial proportion of
the several states of the United States. Each Holder participating in the
Registered Exchange Offer shall be required to represent to the Company and the
Guarantors that at the time of the Consummation of the Registered Exchange Offer
each of the items listed in subsections (x), (y) and (z) of this Section 2(b) is
true.

                  (c) In connection with the Registered Exchange Offer, the
Company and the Guarantors shall:

                  (i)      mail to each Holder a copy of the Prospectus forming
         part of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (ii)     keep the Registered Exchange Offer open for
         acceptance for not less than 20 Business Days (or longer if required by
         applicable law) after the date notice thereof is mailed to Holders;

                  (iii)    permit Holders to withdraw tendered Notes at any time
         prior to 5:00 p.m. New York City time on the last Business Day on which
         the Registered Exchange Offer shall remain open;

                  (iv)     utilize the services of a depositary for the
         Registered Exchange Offer with an address in the Borough of Manhattan,
         the City of New York; and

                  (v)      comply in all material respects with all applicable
         laws relating to the Registered Exchange Offer.

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                  (d) The Company and the Guarantors may suspend the use of the
Prospectus for a period not to exceed 30 days in any six-month period or an
aggregate of 45 days in any twelve-month period for valid business reasons (not
including avoidance of their obligations hereunder) or to avoid premature public
disclosure of a pending corporate transaction, including pending acquisitions or
divestitures of assets, mergers and combinations and similar events; provided
that (i) the Company and the Guarantors promptly thereafter comply with the
requirements of Section 5(k) hereof, if applicable, (ii) the Exchange Offer
Registration Period shall be extended by the number of days during which such
Registration Statement was not effective or usable pursuant to the foregoing
provisions and (iii) the Additional Interest shall accrue on the Notes as
provided in Section 4 hereof.

                  (e) As soon as practicable after the Consummation of the
Registered Exchange Offer, the Company and the Guarantors shall:

                  (i) accept for exchange all the Notes validly tendered and not
         withdrawn pursuant to the Registered Exchange Offer;

                  (ii) deliver to the Trustee for cancellation all of the Notes
         so accepted for exchange; and

                  (iii) cause the Trustee promptly to authenticate and deliver
         to each Holder Exchange Notes equal in principal amount to the Transfer
         Restricted Notes of such Holder so accepted for exchange.

                  (f) The Initial Purchasers, the Company and the Guarantors
acknowledge that, pursuant to interpretations by the staff of the Commission of
Section 5 of the Act, and in the absence of an applicable exemption therefrom,
each Participating Broker-Dealer is required to deliver a Prospectus in
connection with a sale of any Exchange Notes received by such Participating
Broker-Dealer pursuant to the Registered Exchange Offer in exchange for Transfer
Restricted Notes acquired for its own account as a result of market-making
activities or other trading activities. Accordingly, the Company and the
Guarantors will allow Participating Broker-Dealers and other persons, if any,
with similar prospectus delivery requirements to use the Prospectus contained in
the Exchange Offer Registration Statement during the Exchange Offer Registration
Period in connection with the resale of such Exchange Notes and shall:

                  (i) include the information set forth in (a) Annex A hereto on
         the cover of the Prospectus forming a part of the Exchange Offer
         Registration Statement; (b) Annex B hereto in the forepart of the
         Exchange Offer Registration Statement in a section setting forth
         details of the Registered Exchange Offer; (c) Annex C hereto in the
         plan of distribution section of the Prospectus forming a part of the
         Exchange Offer Registration Statement, and (d) Annex D hereto in the
         letter of transmittal delivered pursuant to the Registered Exchange
         Offer; and

                  (ii)use reasonable best efforts to keep the Exchange Offer
         Registration Statement continuously effective (subject to Section 2(d))
         under the Act during the Exchange Offer Registration Period for
         delivery of the Prospectus included therein by Participating

<PAGE>

         Broker-Dealers in connection with sales of Exchange Notes received
         pursuant to the Registered Exchange Offer, as contemplated by Section
         5(h) below.

                  (g) In the event that any Initial Purchaser determines that it
is not eligible to participate in the Registered Exchange Offer with respect to
the exchange of Transfer Restricted Notes constituting any portion of an unsold
allotment, upon the effectiveness of the Shelf Registration Statement as
contemplated by Section 3 hereof and at the request of such Initial Purchaser,
the Company and the Guarantors shall issue and deliver to such Initial
Purchaser, or to the party purchasing Transfer Restricted Notes registered under
the Shelf Registration Statement from such Initial Purchaser, in exchange for
such Transfer Restricted Notes, a like principal amount of Exchange Notes to the
extent permitted by applicable law (the "Private Exchange Notes"). The Company
and the Guarantors shall use their reasonable best efforts to cause the CUSIP
Service Bureau to issue the same CUSIP number for such Private Exchange Notes as
for Exchange Notes issued pursuant to the Registered Exchange Offer.

                  3. Shelf Registration. (a) If (i) the Company and the
Guarantors are not permitted to file the Exchange Offer Registration Statement
or to Consummate the Registered Exchange Offer because the Registered Exchange
Offer is not permitted by applicable law or Commission policy, (ii) for any
other reason the Registered Exchange Offer is not Consummated within 210 days
(or if such 210th day is not a Business Day, by the first Business Day
thereafter) of the Issue Date, (iii) an Initial Purchaser so requests with
respect to Notes acquired by it directly from the Company or one of its
Affiliates, which have not been resold on or prior to the 30th day (or if such
30th day is not a Business Day, by the first Business Day thereafter) following
the Consummation of the Registered Exchange Offer, (iv) any Holder notifies the
Company and the Guarantors on or prior to the 30th day (or if such 30th day is
not a Business Day, by the first Business Day thereafter) following the
Consummation of the Registered Exchange Offer that (A) such Holder is not
eligible to participate in the Registered Exchange Offer, due to applicable law
or Commission policy, (B) such Holder is a Participating Broker-Dealer that
cannot publicly resell the Exchange Notes that it acquires in the Registered
Exchange Offer without delivering a Prospectus and the Prospectus contained in
the Exchange Offer Registration Statement is not appropriate or available for
resales following the completion of the Registered Exchange Offer, or (C) the
Holder is a broker-dealer and owns Notes it has not exchanged and that it
acquired directly from the Company or one of its Affiliates, or (v) in the case
where an Initial Purchaser participates in the Registered Exchange Offer or
acquires Private Exchange Notes pursuant to Section 2(g) hereof, such Initial
Purchaser does not receive freely tradable Exchange Notes in exchange for Notes
constituting any portion of an unsold allotment and such Initial Purchaser
notifies the Company and the Guarantors on or prior to the 30th day following
the Consummation of the Registered Exchange Offer (it being understood that, for
purposes of this Section 3, (x) the requirement that the Initial Purchaser
deliver a Prospectus containing the information required by Items 507 and/or 508
of Regulation S-K under the Act in connection with sales of Exchange Notes
acquired in exchange for such Transfer Restricted Notes shall result in such
Exchange Notes being not "freely tradable" and (y) the requirement that a
Participating Broker-Dealer deliver a Prospectus in connection with sales of
Exchange Notes acquired in the Registered Exchange Offer in exchange for
Transfer Restricted Notes acquired as a result of market-making activities or
other trading activities shall not result in such Exchange Notes being not
"freely tradable"), the following provisions shall apply:

<PAGE>

                  (b) The Company and the Guarantors shall use their reasonable
best efforts to prepare and file with the Commission a Shelf Registration
Statement prior to the 30th day (or if such 30th day is not a Business Day, by
the first Business Day thereafter) following the earliest to occur of (i) the
date on which the Company and the Guarantors determine that they are not
permitted to file the Exchange Offer Registration Statement or to Consummate the
Exchange Offer; (ii) 30 days (or if such 30th day is not a Business Day, by the
first Business Day thereafter) after the Exchange Offer Registration Statement
has been declared effective if the Registered Exchange Offer has not been
Consummated by such date and (iii) the date notice is given pursuant to Section
(a)(iii), (iv) or (v) above (or if either such 30th day is not a Business Day,
by the first Business Day thereafter), and shall use their reasonable best
efforts to cause the Shelf Registration Statement to be declared effective by
the Commission within 60 days after the Company and the Guarantors become
obligated to file the Shelf Registration Statement (or if such 60th day is not a
Business Day, by the first Business Day thereafter). With respect to Exchange
Notes received by any of the Initial Purchasers in exchange for Notes
constituting any portion of an unsold allotment, the Company and the Guarantors
may, if permitted by current interpretations by the Commission's staff, file a
post-effective amendment to the Exchange Offer Registration Statement containing
the information required by Regulation S-K Items 507 and/or 508, as applicable,
in satisfaction of their obligations under this paragraph (b) with respect
thereto, and any such Exchange Offer Registration Statement, as so amended,
shall be referred to herein as, and governed by the provisions herein applicable
to, a Shelf Registration Statement.

                  (c) The Company and the Guarantors shall use their reasonable
best efforts to keep such Shelf Registration Statement continuously effective
(subject to Section 3(d)) in order to permit the Prospectus forming a part
thereof to be usable by Holders until the earliest of (i) such time as the Notes
or Exchange Notes covered by the Shelf Registration Statement can be sold
without any limitations under Rule 144(k) of the Securities Act or similar rule
adopted by the Commission and (ii) such date as of which all the Transfer
Restricted Notes have been sold pursuant to the Shelf Registration Statement (in
any such case, such period being called the "Shelf Registration Period"). The
Company and the Guarantors shall be deemed not to have used their reasonable
best efforts to keep the Shelf Registration Statement effective during the Shelf
Registration Period if they voluntarily take any action that would result in
Holders of Transfer Restricted Notes covered thereby not being able to offer and
sell such notes during that period, unless such action is (x) required by
applicable law or (y) pursuant to Section 3(d) hereof, and, in either case, so
long as the Company and the Guarantors promptly thereafter comply with the
requirements of Section 5(k) hereof, if applicable.

                  (d) The Company and the Guarantors may suspend the use of the
Prospectus for a period not to exceed 30 days in any six-month period or an
aggregate of 45 days in any twelve-month period for valid business reasons (not
including avoidance of their obligations hereunder) or to avoid premature public
disclosure of a pending corporate transaction, including pending acquisitions or
divestitures of assets, mergers and combinations and similar events; provided
that (i) the Company and the Guarantors promptly thereafter comply with the
requirements of Section 5(k) hereof, if applicable; (ii) the Shelf Registration
Statement Period shall be extended by the number of days during which such
Registration Statement was not effective or usable pursuant to the foregoing
provisions; and (iii) the Additional Interest shall accrue on the Notes as
provided in Section 4 hereof.

<PAGE>

                  (e) No Holder of Transfer Restricted Notes may include any of
its Transfer Restricted Notes in any Shelf Registration Statement pursuant to
this Agreement unless and until such Holder furnishes to the Company and the
Guarantors in writing, within 15 days after receipt of a request therefor, such
information relating to such Holder as the Company and the Guarantors may
reasonably request, that is required to be included in the Shelf Registration
Statement, for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Notes shall be entitled to Additional Interest pursuant to Section 4
hereof unless and until such Holder shall have provided all such reasonably
requested information. Each Holder of Transfer Restricted Notes as to which any
Shelf Registration Statement is being effected agrees to furnish promptly to the
Company and the Guarantors all information required to be disclosed in order to
make the information previously furnished to the Company and the Guarantors by
such Holder not misleading.

                  4.  Additional Interest.

                  (a) The parties hereto agree that Holders of Transfer
Restricted Notes will suffer damages if the Company or the Guarantors fail to
perform their obligations under Section 2 or Section 3 hereof and that it would
not be feasible to ascertain the extent of such damages. Accordingly, in the
event that (i) the applicable Registration Statement is not filed with the
Commission on or prior to the date specified herein for such filing, (ii) the
applicable Registration Statement has not been declared effective by the
Commission on or prior to the date specified herein for such effectiveness after
such obligation arises, (iii) if the Registered Exchange Offer is required to be
Consummated hereunder, the Registered Exchange Offer has not been Consummated by
the Company and the Guarantors within the time period set forth in Section 2(a)
hereof, (iv) prior to the end of the Exchange Offer Registration Period or the
Shelf Registration Period, the Commission shall have issued a stop order
suspending the effectiveness of the Exchange Offer Registration Statement or the
Shelf Registration Statement, as the case may be, or proceedings have been
initiated with respect to the Registration Statement under Section 8(d) or 8(e)
of the Act, or (v) the Company and the Guarantors shall have initiated and/or
maintained a suspension period longer than the periods specified in Section 2(d)
or 3(d) (each such event referred to in clauses (i) through (v), a "Registration
Default"), then additional interest with respect to the Transfer Restricted
Notes ("Additional Interest") will accrue with respect to the first 90-day
period immediately following the occurrence of such Registration Default in an
amount equal to 0.25% per annum per $1,000 principal amount of such Notes and
will increase by an additional 0.25% per annum per $1,000 principal amount of
such Notes for each subsequent 90-day period until such Registration Default has
been cured, up to an aggregate maximum amount of Additional Interest of 1.0% per
annum per $1,000 principal amount of Notes for all Registration Defaults.
Following the cure of a Registration Default, the accrual of Additional Interest
with respect to such Registration Default will cease and upon the cure of all
Registration Defaults the accrual of all Additional Interest will cease and the
interest rate on the Notes will revert immediately to the original interest
rate. Notwithstanding anything to the contrary in this Section 4(a), the Company
and the Guarantors shall not be required to pay Additional Interest to a Holder
of Restricted Transfer Notes if such Holder failed to comply with its
obligations to make the representations set forth in the second sentence of
Section 2(b) or provide the requested information pursuant to Section 3(e).

<PAGE>

                  (b) The Company shall notify the Trustee and paying agent
under the Indenture (or the trustee and paying agent under such other indenture
under which any Transfer Restricted Notes are issued) immediately upon the
happening of each and every Registration Default. The Company and the Guarantors
shall pay the Additional Interest due on the Transfer Restricted Notes by
depositing with the paying agent (which shall not be the Company or the
Guarantors) for the Transfer Restricted Notes, in trust, for the benefit of the
Holders thereof, prior to 11:00 a.m. on the next interest payment date specified
in the Indenture (or such other indenture), sums sufficient to pay the
Additional Interest then due. The Additional Interest due shall be payable on
each interest payment date specified by the Indenture (or such other indenture)
to the record holders entitled to receive the interest payment to be made on
such date. Each obligation to pay Additional Interest shall be deemed to accrue
from and include the date of the applicable Registration Default to, but
excluding, the relevant interest payment date.

                  (c) The parties hereto agree that the Additional Interest
provided for in this Section 4 constitutes a reasonable estimate of the damages
that will be suffered by Holders of Transfer Restricted Notes by reason of the
happening of any Registration Default and are intended to and shall constitute
the sole remedy for damages that will be suffered by the Holders of the Transfer
Restricted Notes by reason of any of the failures listed in Section 4(a).

                  (d) All of the Company's and the Guarantors's obligations set
forth in this Section 4 which are outstanding with respect to any Transfer
Restricted Note shall survive until such time as all such obligations with
respect to such Note have been satisfied in full (notwithstanding termination of
this Agreement or consummation of the Registered Exchange Offer).

                  5. Registration Procedures. In connection with any Exchange
Offer Registration Statement, and, to the extent applicable, any Shelf
Registration Statement, the following provisions shall apply:

                  (a) The Company and the Guarantors shall furnish to Wachovia,
prior to the filing thereof with the Commission, a copy of any Registration
Statement, and each amendment thereof and each amendment or supplement, if any,
to the Prospectus included therein and shall use their reasonable best efforts
to reflect in each such document, when so filed with the Commission, such
comments as Wachovia reasonably may propose.

                  (b)  The Company and the Guarantors shall ensure that:

                  (i)      any Registration Statement and any amendment thereto
         and any Prospectus contained therein and any amendment or supplement
         thereto complies in all material respects with the Act;

                  (ii)     any Registration Statement and any amendment thereto
         does not, when it becomes effective, contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading; and

                  (iii)    any Prospectus forming part of any Registration
         Statement, including any amendment or supplement to such Prospectus,
         does not include an untrue statement of a

<PAGE>

         material fact or omit to state a material fact necessary in order to
         make the statements therein, in light of the circumstances under which
         they were made, not misleading;

provided that no representation or agreement is made hereby with respect to
information with respect to any of the Initial Purchasers, any Underwriter or
any Holder required to be included in any Registration Statement or Prospectus
pursuant to the Act or provided by any of the Initial Purchasers, any Holder or
any Underwriter specifically for inclusion in any Registration Statement or
Prospectus.

                  (c) (1) The Company and the Guarantors shall advise Wachovia
and, in the case of a Shelf Registration Statement, the Holders of Transfer
Restricted Notes covered thereby, and, if requested by Wachovia or any such
Holder, confirm such advice in writing:

                  (i)      when a Registration Statement and any amendment
         thereto has been filed with the Commission and when the Registration
         Statement or any post-effective amendment thereto has become effective;
         and

                  (ii)     of any request by the Commission for amendments or
         supplements to the Registration Statement or the Prospectus included
         therein or for additional information.

                  (2) The Company and the Guarantors shall advise Wachovia and,
in the case of a Shelf Registration Statement, the Holders of Transfer
Restricted Notes covered thereby, and, in the case of an Exchange Offer
Registration Statement, any Participating Broker-Dealer that has provided in
writing to the Company a telephone or facsimile number and address for notices,
and, if requested by Wachovia or any such Holder or Participating Broker-Dealer,
confirm such advice in writing:

                  (i)      of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement or the
         initiation of any proceedings for that purpose;

                  (ii)     of the receipt by the Company or the Guarantors of
         any notification with respect to the suspension of the qualification of
         the Transfer Restricted Notes included in any Registration Statement
         for sale in any jurisdiction or the initiation or threatening of any
         proceeding for such purpose; and

                  (iii)    of the happening of any event that requires the
         making of any changes in the Registration Statement or the Prospectus
         so that, as of the date of the issuance of such advice, the statements
         therein are not misleading and do not omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein (in the case of the Prospectus, in light of the circumstances
         under which they were made) not misleading (which advice shall be
         accompanied by an instruction to suspend the use of the Prospectus
         until the requisite changes have been made).

                  (d) The Company and the Guarantors shall use their reasonable
best efforts to obtain the withdrawal of any order suspending the effectiveness
of any Registration Statement at the earliest possible time.

<PAGE>

                  (e) The Company and the Guarantors shall furnish to each
Holder of Transfer Restricted Notes included within the coverage of any Shelf
Registration Statement, without charge, at least one copy of such Shelf
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, and, if the Holder so requests in writing,
all exhibits thereto (including those incorporated by reference).

                  (f) The Company and the Guarantors shall, during the Shelf
Registration Period, deliver to each Holder of Transfer Restricted Notes
included within the coverage of any Shelf Registration Statement, without
charge, as many copies of the Prospectus (including any preliminary Prospectus)
included in such Shelf Registration Statement and any amendment or supplement
thereto as such Holder may reasonably request; and the Company and the
Guarantors consent to the use of the Prospectus (including any preliminary
prospectus) or any amendment or supplement thereto by each of the selling
Holders of Transfer Restricted Notes in connection with the offering and sale of
the Transfer Restricted Notes covered by the Prospectus or any amendment or
supplement thereto.

                  (g) The Company and the Guarantors shall furnish to each
Participating Broker-Dealer that so requests, without charge, at least one copy
of the Exchange Offer Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, any documents
incorporated by reference therein and, if the Participating Broker-Dealer so
requests in writing, all exhibits thereto (including those incorporated by
reference).

                  (h) The Company and the Guarantors shall, during the Exchange
Offer Registration Period and pursuant to the requirements of the Act for the
resale of the Exchange Notes during the period in which a prospectus is required
to be delivered under the Act (including any Commission no-action letters
relating to the Registered Exchange Offer), deliver to each Participating
Broker-Dealer, without charge, as many copies of the Prospectus (including any
preliminary Prospectus) included in such Exchange Offer Registration Statement
and any amendment or supplement thereto as such Participating Broker-Dealer may
reasonably request; and the Company and the Guarantors consent to the use of the
Prospectus (including any preliminary prospectus) or any amendment or supplement
thereto by any such Participating Broker-Dealer in connection with the offering
and sale of the Exchange Notes, as provided in Section 2(f) above.

                  (i) Prior to the Registered Exchange Offer or any other
offering of Transfer Restricted Notes pursuant to any Registration Statement,
the Company and the Guarantors shall use reasonable best efforts to register,
qualify or cooperate with the Holders of Transfer Restricted Notes included
therein and their respective counsel in connection with the registration or
qualification of such Transfer Restricted Notes for offer and sale under the
securities or blue sky laws of such states as any such Holders reasonably
request in writing and do any and all other acts or things necessary or
advisable to enable the offer and sale in such jurisdictions of the Transfer
Restricted Notes covered by such Registration Statement; provided, however,
neither the Company nor the Guarantors will be required to qualify generally to
do business in any jurisdiction in which it is not then so qualified, to file
any general consent to service of process or to take any action which would
subject it to general service of process or to taxation in any such jurisdiction
where it is not then so subject.

<PAGE>

                  (j) The Company and the Guarantors shall cooperate with the
Holders to facilitate the timely preparation and delivery of certificates
representing Transfer Restricted Notes to be sold pursuant to any Registration
Statement free of any restrictive legends and in denominations and registered in
such names as Holders may appropriately request prior to sales of Transfer
Restricted Notes pursuant to such Registration Statement.

                  (k) Upon the occurrence of any event contemplated by Section
2(d), 3(d) or paragraph (c)(2)(iii) of this Section 5, the Company and the
Guarantors shall promptly prepare and file a post-effective amendment to any
Registration Statement or an amendment or supplement to the related Prospectus
or any other required document so that, as thereafter delivered to purchasers of
the Transfer Restricted Notes included therein, the Prospectus will not include
an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

                  (l) The Company and the Guarantors shall use their reasonable
best efforts to cause The Depository Trust Company ("DTC") on the first Business
Day following the effective date of any Registration Statement hereunder or as
soon as possible thereafter to remove (i) from any existing CUSIP number
assigned to the Transfer Restricted Notes or Exchange Notes, as the case may be,
any designation indicating that such notes are "restricted securities," which
efforts shall include delivery to DTC of a letter executed by the Company
substantially in the form of Annex E hereto and (ii) any other stop order or
restriction on DTC's system with respect to the Transfer Restricted Notes or
Exchange Notes, as the case may be. In the event the Company and the Guarantors
are unable to cause DTC to take actions described in the immediately preceding
sentence, the Company and the Guarantors shall take such actions as the Initial
Purchasers may reasonably request to provide, as soon as practicable, a new
CUSIP (if not already obtained) number for the Transfer Restricted Notes or
Exchange Notes registered under such Registration Statement and to cause such
CUSIP number to be assigned to the Transfer Restricted Notes or Exchange Notes
(or to the maximum aggregate principal amount of the securities to which such
number may be assigned).

                  (m) The Company and the Guarantors shall use their reasonable
best efforts to comply with all applicable rules and regulations of the
Commission and shall make generally available to the security holders as soon as
practicable after the effective date of the applicable Registration Statement an
earnings statement satisfying the provisions of Section 11(a) of the Act and
Rule 158 promulgated thereunder.

                  (n) The Company and the Guarantors shall use reasonable best
efforts to cause the Indenture to be qualified under the Trust Indenture Act in
a timely manner.

                  (o) The Company and the Guarantors may require each Holder of
Transfer Restricted Notes to be sold pursuant to any Shelf Registration
Statement to furnish to the Company and the Guarantors such information
regarding the Holder and the distribution of such Transfer Restricted Notes as
may, from time to time, be reasonably required by the Act, and the obligations
of the Company and the Guarantors to any Holder hereunder shall be expressly
conditioned on the compliance of such Holder with such request.

<PAGE>

                  (p) The Company and the Guarantors shall, if requested,
promptly incorporate in a Prospectus supplement or post-effective amendment to a
Shelf Registration Statement (i) such information as the Majority Holders or, if
the Transfer Restricted Notes are being sold in an underwritten offering, as the
Managing Underwriters and the Majority Holders, reasonably provide to the
Company or the Guarantors in writing for inclusion in the Shelf Registration
Statement, or Prospectus, and (ii) such information as a Holder may reasonably
provide from time to time to the Company or the Guarantors in writing for
inclusion in a Prospectus or any Shelf Registration Statement, in the case of
clause (i) or (ii) above, concerning such Holder and/or underwriter and the
distribution of such Holder's Transfer Restricted Notes and, in either case,
shall make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after being notified in writing of the matters
to be incorporated in such Prospectus supplement or post-effective amendment.

                  (q) In the case of any Shelf Registration Statement, the
Company and the Guarantors shall enter into such agreements (including
underwriting agreements) and take all other customary and appropriate actions as
may be reasonably requested in order to expedite or facilitate the registration
or the disposition of any Transfer Restricted Notes, and in connection
therewith, if an underwriting agreement is entered into, cause the same to
contain indemnification provisions and procedures no less favorable than those
set forth in Section 8 (or such other provisions and procedures reasonably
acceptable to the Majority Holders and the Managing Underwriters, if any, with
respect to all parties to be indemnified pursuant to Section 8).

                  (r) In the case of any Shelf Registration Statement, the
Company and the Guarantors shall:

                  (i)      make reasonably available for inspection by the
         Holders of Transfer Restricted Notes to be registered thereunder, any
         Managing Underwriter participating in any disposition pursuant to such
         Shelf Registration Statement, and any attorney, accountant or other
         agent retained by the Holders or any such Managing Underwriter, all
         relevant financial and other records, pertinent corporate documents and
         properties of the Company and any of its subsidiaries reasonably
         requested by such persons;

                  (ii)     cause the Company's and the Guarantors' officers,
         directors and employees to supply all relevant information reasonably
         requested by the Holders or any such Managing Underwriter, attorney,
         accountant or agent in connection with any such Registration Statement
         as is customary for similar due diligence examinations; provided,
         however, that any information that is designated in writing by the
         Company and the Guarantors as confidential at the time of delivery of
         such information shall be kept confidential by the Holders or any such
         Managing Underwriter, attorney, accountant or agent, unless (x)
         disclosure thereof is made in connection with a court proceeding or
         required by law; provided that each Holder and any such Managing
         Underwriter, attorney, accountant or agent will, upon learning that
         disclosure of such information is sought in a court proceeding or
         required by law, give notice to the Company and the Guarantors with
         enough time to allow the Company and the Guarantors to undertake
         appropriate action to prevent disclosure at the Company's and the
         Guarantors' sole expense, or (y) such information has previously been
         made or becomes available to the

<PAGE>

         public generally through the Company, the Guarantors or through a third
         party without an accompanying obligation of confidentiality or failure
         to safeguard such disclosure;

                  (iii)    make such representations and warranties to the
         Holders of Transfer Restricted Notes registered thereunder and the
         Managing Underwriters, if any, in form, substance and scope as are
         customarily made by the Company and the Guarantors to Managing
         Underwriters and covering matters including, but not limited to, those
         set forth in the Purchase Agreement;

                  (iv)     obtain opinions of counsel to the Company and the
         Guarantors and updates thereof (which counsel and opinions, in form,
         scope and substance, shall be reasonably satisfactory to the Managing
         Underwriters, if any) addressed to each selling Holder and the Managing
         Underwriters, if any, covering such matters as are customarily covered
         in opinions requested in underwritten offerings and such other matters
         as may be reasonably requested by such Holders and Managing
         Underwriters;

                  (v)      obtain "cold comfort" letters and updates thereof
         from the independent certified public accountants of the Company and
         the Guarantors (and, if necessary, any other independent certified
         public accountants of any subsidiary of the Company or of any business
         acquired by the Company for which financial statements and financial
         data are, or are required to be, included in the Registration
         Statement), addressed to each selling Holder of the Transfer Restricted
         Notes covered by such Shelf Registration Statement (provided such
         Holder furnishes the accountants with such representations as the
         accountants customarily require in similar situations) and the Managing
         Underwriters, if any, in customary form and covering matters of the
         type customarily covered in "cold comfort" letters in connection with
         underwritten offerings; and

                  (vi)     deliver such documents and certificates as may be
         reasonably requested by the Majority Holders and the Managing
         Underwriters, if any, including those to evidence compliance with
         Section 5(i) and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the Company
         and the Guarantors.

                  The foregoing actions set forth in this Section 5(r) shall be
performed at (i) the effectiveness of such Shelf Registration Statement and each
post-effective amendment thereto and (ii) each closing under any underwriting or
similar agreement as and to the extent required thereunder.

                  (s) The Company and the Guarantors shall, if and to the extent
required under the Act and/or the Trust Indenture Act and the rules and
regulations thereunder in order to register the Note Guarantee under the Act and
qualify the Indenture under the Trust Indenture Act, cause each guarantor, if
any, to sign any Registration Statement and take all other action necessary to
register the Note Guarantee under the applicable Registration Statement.

                  6. Registration Expenses. The Company and the Guarantors shall
bear all reasonable fees and expenses (including the reasonable fees and
expenses, if any, of Shearman & Sterling LLP, counsel for the Initial
Purchasers, incurred in connection with the Registered

<PAGE>

Exchange Offer) incurred in connection with the performance of their obligations
under Sections 2, 3, 4 and 5 hereof (other than brokers', dealers' and
underwriters' discounts and commissions and brokers', dealers' and underwriters'
counsel fees) and, in connection with the Shelf Registration Statement, shall
reimburse the Holders for the reasonable fees and disbursements of Shearman &
Sterling LLP or such other counsel designated by the Majority Holders to act as
counsel for the Holders in connection therewith.

                  7. Rules 144 and 144A. The Company shall use reasonable best
efforts to file the reports required to be filed by it under the Act and the
Exchange Act in a timely manner and, if at any time the Company is not required
to file such reports, it will, upon the request of any Holder of Transfer
Restricted Notes, make publicly available the applicable information necessary
to permit sales of their securities pursuant to Rules 144 and 144A (or any
successor rule adopted by the Commission). The Company covenants that it will
take such further action as any Holder of Transfer Restricted Notes may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Transfer Restricted Notes without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A (including the requirements of Rule 144A(d)(4) if applicable). The Company
will provide a copy of this Agreement to prospective purchasers of Transfer
Restricted Notes identified to the Company by the Initial Purchasers upon
request. Upon the request of any Holder of Transfer Restricted Notes, the
Company shall deliver to such Holder a written statement as to whether it has
complied with such requirements.

                  8. Indemnification and Contribution.

                  (a) (i) In connection with any Registration Statement, the
         Company and the Guarantors, jointly and severally, agree to indemnify
         and hold harmless each Holder of Transfer Restricted Notes covered
         thereby, the directors, officers, employees and agents of each such
         Holder and each person who controls any such Holder within the meaning
         of either the Act or the Exchange Act against any and all losses,
         claims, damages or liabilities, including legal or other expenses
         reasonably incurred in connection with investigating or defending such
         losses, claims, damages or liabilities (collectively, "Losses"), joint
         or several, to which they or any of them may become subject under the
         Act, the Exchange Act or other Federal or state statutory law or
         regulation, at common law or otherwise, insofar as such Losses (or
         actions in respect thereof) arise out of or are based upon any untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement as originally filed or in any amendment
         thereof, in any preliminary Prospectus or Prospectus or in any
         amendment thereof or supplement thereto, or arise out of or are based
         upon the omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, and agree to reimburse each such indemnified
         party, as incurred, for any legal or other expenses reasonably incurred
         by them in connection with investigating or defending any such loss,
         claim, damage, liability or action; provided, however, that the Company
         and the Guarantors will not be liable in any case to the extent that
         any such Loss arises out of or is based upon (A) any such untrue
         statement or alleged untrue statement or omission or alleged omission
         made therein in reliance upon and in conformity with written
         information relating to the Holder furnished to the Company and the
         Guarantors by or on behalf of any such Holder specifically for
         inclusion therein, or

<PAGE>

         (B) improper use of a Registration Statement or the related Prospectus
         during a period when a stop order has been issued in respect of such
         Registration Statement or any proceedings for that purpose have been
         initiated or use of a Prospectus when use of such Prospectus has been
         suspended pursuant to Section 2(d), 3(d) or 5(c)(2); provided that, in
         each case, such Holder received prior notice of such stop order,
         initiation of proceedings or suspension and such Holder is required to,
         but does not, deliver a Prospectus. This indemnity agreement will be in
         addition to any liability that the Company and the Guarantors may
         otherwise have.

                  (ii) The Company and the Guarantors also agree to indemnify or
         contribute to Losses, as provided in Section 8(d), of any Managing
         Underwriters of Transfer Restricted Notes registered under a
         Registration Statement, their officers and directors and each person
         who controls such Managing Underwriters on substantially the same basis
         as that of the indemnification of the selling Holders provided in
         Section 8(a)(i) and shall, if requested by any Holder, enter into an
         underwriting agreement reflecting such agreement, as provided in
         Section 5(q) hereof.

                  (b) Each Holder of Transfer Restricted Notes covered by a
Registration Statement severally agrees to indemnify and hold harmless the
Company and the Guarantors and their respective directors, officers, partners,
members, managers, employees and agents and each person who controls either of
the Company or the Guarantors within the meaning of either the Act or the
Exchange Act to the same extent as the foregoing indemnity from the Company and
the Guarantors to each such Holder, but only with reference to written
information relating to such Holder furnished to the Company and the Guarantors
by or on behalf of such Holder specifically for inclusion in the documents
referred to in the foregoing indemnity, or the improper use by the Holder of a
Registration Statement or the related Prospectus during a period when a stop
order has been issued in respect of such Registration Statement or any
proceedings for that purpose have been initiated or use of a Prospectus when use
of such Prospectus has been suspended pursuant to Section 2(d), 3(d) or 5(c)(2);
provided that, in each case, such Holder received prior notice of such stop
order, initiation of proceedings or suspension. This indemnity agreement will be
in addition to any liability which any such Holder or person may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying

<PAGE>

party's election to appoint counsel to represent the indemnified party in an
action, the indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel (and local counsel) if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded, based on the advice of outside counsel, that there
may be legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, (iii)
the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall have authorized the indemnified party to employ separate counsel at the
expense of the indemnifying party; provided further, that the indemnifying party
shall not be responsible for the fees and expenses of more than one separate
counsel (together with appropriate local counsel) representing all the
indemnified parties under paragraph (a) or paragraph (b) above. An indemnifying
party will not, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 8 is unavailable, or insufficient, to hold harmless an
indemnified party for any reason, then each applicable indemnifying party, in
lieu of indemnifying such indemnified party, shall have a joint and several
obligation to contribute to the aggregate Losses to which such indemnified party
may be subject in such proportion as is appropriate to reflect the relative
benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the Registration Statement which
resulted in such Losses. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, the indemnifying party and the
indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. The relative
fault of the parties shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Holder or such other indemnified
person, as the case may be, on the other, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The relative benefits received by the Company and the
Guarantors on the one hand and the Holders on the other with respect to the
offering and such sale shall be deemed to be in the same proportion as the net
proceeds from the original issuance of the Notes received by the Company, on the
one hand, bear to the total proceeds received by the Holder with respect to its
sale of Transfer Restricted Securities, on the other. Benefits received by any
Managing Underwriter shall be deemed to be equal to the total underwriting
discounts and commissions, as set forth on the cover page of the Prospectus
forming a part of the Registration Statement which

<PAGE>

resulted in such Losses. The amount paid by an indemnified party as a result of
the Losses referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding any other
provision of this Section 8(d), the Holders of the Transfer Restricted Notes
shall in no case be required to contribute any amount in excess of the amount by
which the net proceeds received by such Holders from the sale of the Transfer
Restricted Notes pursuant to a Registration Statement exceeds the amount of
damages which such Holders have otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission and in no
case shall any Managing Underwriter be responsible for any amount in excess of
the underwriting discount or commission applicable to the Transfer Restricted
Notes purchased by such Managing Underwriter under the Registration Statement
which resulted in such Losses pursuant to the terms of this Agreement. The
parties agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does
not take into account the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls an indemnified party within the meaning of either the Act or the
Exchange Act and each director, officer, partner, member, manager, employee and
agent of such indemnified party shall have the same rights to contribution as
such indemnified party, and each person who controls the Company or the
Guarantors within the meaning of either the Act or the Exchange Act and each
director, officer, partner, member, manager, employee and agent of the Company
or the Guarantors shall have the same rights to contribution as the Company and
the Guarantors, subject in each case to the applicable terms and conditions of
this paragraph (d).

                  (e) The provisions of this Section 8 will remain in full force
and effect, regardless of any investigation made by or on behalf of any Holder,
the Company, the Guarantors or any of the officers, directors or controlling
persons referred to in Section 8 hereof, and will survive the sale by a Holder
of Transfer Restricted Notes covered by a Registration Statement.

                  9.  Underwritten Registrations.

                  If any of the Transfer Restricted Notes covered by any Shelf
Registration statement are to be sold in an underwritten offering, the Managing
Underwriter that will administer the offering will be selected by the Majority
Holders of such Transfer Restricted Notes included in such offering, subject to
the consent of the Company not to be unreasonably withheld; it being expressly
agreed that Wachovia is an acceptable Managing Underwriter to the Company and
such Holders shall be responsible for all underwriting commissions and discounts
in connection therewith.

                  No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such person's Transfer
Restricted Notes on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

<PAGE>

                  10.  Miscellaneous.

                  (a) No Inconsistent Agreements. The Company and the Guarantors
have not, as of the date hereof, entered into nor shall they, on or after the
date hereof, enter into any agreement that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

                  (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company and the Guarantors have
obtained the written consent of the Majority Holders; provided that additional
Guarantors may become parties to this Agreement pursuant to Section 10(h) hereof
by executing an amendment hereto, which need not be signed by any of the other
parties hereto to become effective. Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of the Holders whose securities are being sold
pursuant to an Exchange Offer Registration Statement or a Shelf Registration
Statement and that does not directly or indirectly adversely affect, impair,
limit or compromise the rights of other Holders may be given by Holders of at
least a majority in aggregate principal amount of the applicable notes being
sold pursuant to such registration statement.

                  (c) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier, or air courier guaranteeing overnight delivery:

                  (i)      if to the Initial Purchasers, as follows:

                           Wachovia Capital Markets, LLC
                           12 East 49th Street
                           44th Floor
                           New York, New York  10017
                           Attention:  High Yield Origination

                  (ii)     if to any other Holder, at the most current address
         given by such Holder to the Company and the Guarantors in accordance
         with the provisions of this Section 10(c), which address initially is,
         with respect to each Holder, the address of such Holder maintained by
         the registrar under the Indenture, with a copy in like manner to the
         Initial Purchasers; and

                  (iii)    if to the Company or the Guarantors, as follows:

                           O'Charley's Inc.
                           3038 Sidco Drive
                           Nashville, Tennessee 37204
                           Attention:  Chief Financial Officer

                           with a copy to:

<PAGE>

                           Bass, Berry & Sims PLC
                           315 Deaderick Street, Suite 2700
                           Nashville, Tennessee 37238
                           Attention:  J. Page Davidson

                  All such notices and communications shall be deemed to have
been duly given when received, if delivered by hand or air courier, and when
sent, if sent by first-class mail, telex or telecopier.

                  The Company and the Guarantors by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

                  (d) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including, without the need for an express assignment or any consent by
the Company or the Guarantors thereto, subsequent Holders. The Company and the
Guarantors hereby agree to extend the benefits of this Agreement to any Holder
that acquired the applicable Notes from a Holder and any such Holder may
specifically enforce the provisions of this Agreement as if an original party
hereto.

                  (e) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (f) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (g) Governing Law and Consent to Jurisdiction. This agreement
shall be governed by and construed in accordance with the laws of the State of
New York. The Company and the Guarantors (x) submit to the nonexclusive
jurisdiction of the courts of the State of New York and of the United States
sitting in the Borough of Manhattan in respect of any action, claim or
proceeding ("Proceeding") arising out of or relating to this Agreement or the
transactions contemplated hereby, (y) irrevocably waive, to the fullest extent
permitted by applicable law, any objection that it may now or hereafter have to
the laying of venue of any Proceeding in the Supreme Court of the State of New
York, County of New York, or the United States District Court for the Southern
District of New York, and any claim that any Proceeding in any such court has
been brought in an inconvenient forum, and (z) agree that any service of process
or other legal summons in connection with any Proceeding may be served on it by
mailing a copy thereof by registered mail, or a form of mail substantially
equivalent thereto, postage prepaid, addressed to the served party at its
address as provided for in Section 10(c). Nothing in this section shall affect
the right of the parties to serve process in any other manner permitted by law.

                  (h) Obligations of New Subsidiary Guarantors. If any person
becomes a Subsidiary Guarantor (as defined in the Indenture) after the date
hereof and while the Company has continuing obligations under this Agreement,
the Company will cause such person to become

<PAGE>

a party hereto including for purposes of registration obligations, the guarantee
of Additional Interest on a joint and several basis and indemnification and
contribution pursuant to Section 8.

                  (i) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

                  (j) Notes Held by the Company, Etc. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Transfer
Restricted Notes or Exchange Notes is required hereunder, Transfer Restricted
Notes or Exchange Notes held by the Company, the Guarantors or any of their
respective Affiliates (other than subsequent Holders of Transfer Restricted
Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates
solely by reason of their holdings of such Notes) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.

<PAGE>

                  Please confirm that the foregoing correctly sets forth the
agreement between and among the Company, the Guarantors and the Initial
Purchasers.

                                   Very truly yours,

                                      O'CHARLEY'S INC.

                                      By: /s/ A. Chad Fitzhugh
                                          -----------------------------------
                                          Name: A. Chad Fitzhugh
                                          Title: Chief Financial Officer,
                                                 Secretary and Treasurer

<PAGE>

                                   AIR TRAVEL SERVICES, INC.,
                                      a Tennessee corporation

                                   By: /s/ A. Chad Fitzhugh
                                       -------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   DFI, INC.,
                                      a Tennessee corporation

                                   By: /s/ A. Chad Fitzhugh
                                       -------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   O'CHARLEY'S FINANCE
                                   COMPANY, INC.,
                                      a Tennessee corporation

                                   By: /s/ A. Chad Fitzhugh
                                       ------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   O'CHARLEY'S MANAGEMENT
                                   COMPANY, INC.,
                                      a Tennessee corporation

                                   By: /s/ A. Chad Fitzhugh
                                       ------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   O'CHARLEY'S RESTAURANT
                                   PROPERTIES, LLC,
                                      a Delaware limited liability company

                                   By: /s/ A. Chad Fitzhugh
                                       ------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary

<PAGE>

                                   O'CHARLEY'S SERVICE COMPANY, INC.,
                                      a Tennessee corporation

                                   By: /s/ A. Chad Fitzhugh
                                       -------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   O'CHARLEY'S SPORTS BAR, INC.,
                                      an Alabama corporation

                                   By: /s/ A. Chad Fitzhugh
                                       -------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: President

                                   OCI, INC.,
                                      a Delaware corporation

                                   By: /s/ A. Chad Fitzhugh
                                       ------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   OPI, INC.,
                                      a Colorado corporation

                                   By: /s/ A. Chad Fitzhugh
                                       -----------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   99 COMMISSARY, LLC,
                                      a Delaware limited liability company

                                   By: /s/ A. Chad Fitzhugh
                                       ------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary

<PAGE>

                                   99 RESTAURANTS, LLC,
                                      a Delaware limited liability company

                                   By: /s/ A. Chad Fitzhugh
                                       --------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary

                                   99 RESTAURANTS OF BOSTON, LLC,
                                      a Delaware limited liability company

                                   By: /s/ A. Chad Fitzhugh
                                       -------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary

                                   99 RESTAURANTS OF MASSACHUSETTS,
                                      a Massachusetts Business Trust

                                   By: /s/ A. Chad Fitzhugh
                                       -------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   99 RESTAURANTS OF VERMONT, LLC,
                                      a Vermont limited liability company

                                   By: 99 WEST, INC., its Sole Member

                                   By: /s/ A. Chad Fitzhugh
                                       ------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Clerk and Treasurer

                                   99 WEST, INC.,
                                      a Massachusetts corporation

                                   By: /s/ A. Chad Fitzhugh
                                       ------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Clerk and Treasurer

<PAGE>

                                   STONEY RIVER MANAGEMENT
                                   COMPANY, INC.,
                                      a Delaware corporation

                                   By: /s/ A. Chad Fitzhugh
                                       -----------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   STONEY RIVER, LLC,
                                      a Delaware limited liability company

                                   By: /s/ A. Chad Fitzhugh
                                       -----------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary

                                   STONEY RIVER LEGENDARY
                                   MANAGEMENT, L.P.,
                                      a Georgia limited partnership

                                   By: STONEY RIVER, LLC, its General Partner

                                   By: /s/ A. Chad Fitzhugh
                                       -------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary

<PAGE>

The foregoing Agreement is hereby
acknowledged and accepted as of
the date first written above.

WACHOVIA CAPITAL MARKETS, LLC

By: /s/ Lewis S. Morris III
    -----------------------------------
    Name: Lewis S. Morris III
    Title: Vice President

MORGAN JOSEPH & CO. INC.

By: /s/ Paul J. Huffman, III
    -----------------------------------
    Name: Paul J. Huffman, III
    Title: Managing Director

<PAGE>

                                                                      SCHEDULE I

                                   Guarantors

Air Travel Services, Inc., a Tennessee corporation

DFI, Inc., a Tennessee corporation

O'Charley's Finance Company, Inc., a Tennessee corporation

O'Charley's Management Company, Inc., a Tennessee corporation

O'Charley's Restaurant Properties, LLC, a Delaware limited liability company

O'Charley's Service Company, Inc., a Tennessee corporation

O'Charley's Sports Bar, Inc., an Alabama corporation

OCI, Inc., a Delaware corporation

OPI, Inc., a Colorado corporation

99 Commissary, LLC, a Delaware limited liability company

99 Restaurants, LLC, a Delaware limited liability company

99 Restaurants of Boston, LLC, a Delaware limited liability company

99 Restaurants of Massachusetts, a Massachusetts Business Trust

99 Restaurants of Vermont, LLC, a Vermont limited liability company

99 West, Inc., a Massachusetts corporation

Stoney River Management Company, Inc., a Delaware corporation

Stoney River, LLC, a Delaware limited liability company

Stoney River Legendary Management, L.P., a Georgia limited partnership

<PAGE>

                                                                         ANNEX A

Each broker-dealer that receives Exchange Notes for its own account pursuant to
the Registered Exchange Offer must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Notes. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Act. This Prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer during the Exchange Offer Registration
Period in connection with resales of Exchange Notes received in exchange for
Notes where such Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company and the
Guarantors have agreed that, during the Exchange Offer Registration Period, it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."

<PAGE>

                                                                         ANNEX B

Each broker-dealer that receives Exchange Notes for its own account in exchange
for Notes, where such Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange Notes
during the Exchange Offer Registration Period. See "Plan of Distribution."

<PAGE>

                                                                         ANNEX C

                              Plan Of Distribution

                  Each broker-dealer that receives Exchange Notes for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Notes during
the Exchange Offer Registration Period. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange for Notes where such Notes
were acquired as a result of market-making activities or other trading
activities. The Company and the Guarantors have agreed that, during the Exchange
Offer Registration Period, it will make this Prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until ____________, 2003, all dealers effecting
transactions in the Exchange Notes may be required to deliver a prospectus.

                  The Company and the Guarantors will not receive any proceeds
from any sale of Exchange Notes by broker-dealers. Exchange Notes received by
broker-dealers for their own account pursuant to the Registered Exchange Offer
may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Notes or a combination of such methods of resale, at
market prices prevailing at the time of resale, at prices related to such
prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such Exchange Notes. Any
broker-dealer that resells Exchange Notes that were received by it for its own
account pursuant to the Registered Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Notes may be deemed to be an
"underwriter" within the meaning of the Act and any profit from any such resale
of Exchange Notes and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the Act. The Letter
of Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Act.

                  During the Exchange Offer Registration Period, the Company and
the Guarantors will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any broker-dealer that requests
such documents in the Letter of Transmittal. The Company and the Guarantors have
agreed to pay all expenses incident to the Registered Exchange Offer (including
the expenses of one counsel for the holders of the Notes) other than dealers'
and brokers' discounts, commissions and counsel fees and will indemnify the
holders of the Notes (including any broker-dealers) against certain liabilities,
including liabilities under the Act.

                  [If applicable, add information required by Regulation S-K
Items 507 and/or 508 of the Act.]

<PAGE>

                                                                         ANNEX D

                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

             [  ]

                  Name:___________________________________

                  Address:________________________________

                          ________________________________

                  The undersigned represents that it is not an Affiliate of the
Company or the Guarantors, that any Exchange Notes to be received by it will be
acquired in the ordinary course of business and that at the time of the
commencement of the Registered Exchange Offer it had no arrangement with any
person to participate in a distribution of the Exchange Notes.

                  In addition, if the undersigned is not a broker-dealer, the
undersigned represents that it is not engaged in, and does not intend to engage
in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that
will receive Exchange Notes for its own account in exchange for Notes, it
represents that the Notes to be exchanged for Exchange Notes were acquired by it
as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.

<PAGE>

                                                                         ANNEX E

                 FORM OF LETTER TO BE PROVIDED BY THE COMPANY TO
                          THE DEPOSITORY TRUST COMPANY

The Depository Trust Company
55 Water Street, 50th Floor
New York, NY 10041

                  Re:      9% Senior Subordinated Notes due 2013 (the "Notes")
                           of O'Charley's Inc.

Ladies and Gentlemen:

                  Please be advised that the Securities and Exchange Commission
has declared effective a Registration Statement on Form S-4 under the Securities
Act of 1933, as amended, with regard to all of the Notes referenced above.
Accordingly, there is no longer any restriction as to whom such Notes may be
sold and [any restrictions on the CUSIP designation are no longer appropriate
and may be removed] [the new CUSIP number for the Notes provided should be
used]. I understand that upon receipt of this letter, DTC will remove any stop
or restriction on its system with respect to this issue.

                  As always, please do not hesitate to call if we can be of
further assistance.

Very truly yours,

O'CHARLEY'S INC.

By:_______________________
   Authorized Officer