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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

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                                O'CHARLEY'S INC.

                            (a Tennessee corporation)


                                  $125,000,000


                      9% Senior Subordinated Notes due 2013





                               PURCHASE AGREEMENT














Dated: October 30, 2003







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                                O'CHARLEY'S INC.

                                  $125,000,000

                      9% Senior Subordinated Notes due 2013

                               PURCHASE AGREEMENT

                                                                October 30, 2003



WACHOVIA CAPITAL MARKETS, LLC
MORGAN JOSEPH & CO. INC.

c/o WACHOVIA CAPITAL MARKETS, LLC
12 East 49th Street
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 A hereto (the "Guarantors"), confirm
their agreement with Wachovia Capital Markets, LLC ("Wachovia") and Morgan
Joseph & Co. Inc. (collectively, the "Initial Purchasers," which term shall also
include any initial purchaser substituted as hereinafter provided in Section 11
hereof), with respect to the issue and sale by the Company, and the purchase by
the Initial Purchasers, acting severally and not jointly, of the respective
principal amounts set forth in Schedule B hereto, of $125,000,000 aggregate
principal amount of the Company's 9% Senior Subordinated Notes due 2013 (the
"Securities"). The Securities will be unconditionally guaranteed on a senior
subordinated basis by each of the Guarantors (collectively, the "Guarantees").

         The Securities, the Guarantees, the Exchange Securities (as defined
below) and the Exchange Guarantees (as defined below) are to be issued pursuant
to an indenture (the "Indenture") to be dated as of the Closing Time (as
hereinafter defined) among the Company, the Guarantors and The Bank of New York,
as trustee (the "Trustee"), and will be entitled to the benefits of a
Registration Rights Agreement in the form attached hereto as Exhibit A (the
"Registration Rights Agreement") to be dated as of the Closing Time among the
Company, the Guarantors and the Initial Purchasers.

         Contemporaneously with the issuance and sale of the Securities to the
Initial Purchasers at the Closing Time, the Company will enter into an amended
and restated credit agreement (the "Amended and Restated Credit Agreement,"
which term, as used herein, includes all pledge agreements, guarantees, security
agreements, promissory notes and other instruments or agreements entered into by
the Company or any of its subsidiaries pursuant thereto or in



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connection therewith) by and among the Company, as Borrower, the lenders
referred to therein, and Wachovia Bank, National Association, as Administrative
Agent, and the Co-Syndication and Co-Documentation Agents named within, which
will amend and restate the Company's Credit Agreement, dated as of January 27,
2003, by and among the Company, as Borrower, the lenders referred to therein,
Wachovia Bank, National Association, as Administrative Agent, Bank of America,
N.A., as Syndication Agent, and SunTrust Bank and AmSouth Bank, as
Co-Documentation Agents (the "Existing Credit Agreement").

         The Company and the Guarantors understand that the Initial Purchasers
propose to make an offering of the Securities on the terms and in the manner set
forth herein and agree that the Initial Purchasers may resell, subject to the
conditions set forth herein, all or a portion of the Securities to investors
("Subsequent Purchasers") at any time after this Agreement has been executed and
delivered. The Securities are to be offered and sold through the Initial
Purchasers without being registered under the Securities Act of 1933, as amended
(the "1933 Act"), in reliance upon exemptions therefrom and in reliance upon
Regulation S under the 1933 Act ("Regulation S").

         In connection with the sale of the Securities, the Company has prepared
a preliminary offering memorandum dated October 21, 2003 (the "Preliminary
Memorandum") and will prepare a final offering memorandum dated October 30, 2003
(the "Final Memorandum" and, with the Preliminary Memorandum, each a
"Memorandum") including or incorporating by reference a description of the terms
of the Securities and the Guarantees, the terms of the offering and a
description of the Company. As used herein, the terms "Preliminary Memorandum,"
"Final Memorandum" and "Memorandum" shall include in each case the documents
incorporated by reference therein. The terms "supplement," "amendment" and
"amend" as used herein with respect to a Memorandum shall include all documents
deemed to be incorporated by reference in such Memorandum that are filed
subsequent to the date of such Memorandum with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "1934 Act").

         All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in a
Memorandum (or other references of like import) shall be deemed to mean and
include all such financial statements and schedules and other information which
is incorporated or deemed to be incorporated by reference therein.

         Pursuant to the Registration Rights Agreement, the Company and the
Guarantors will agree, among other things, to use their reasonable best efforts
to file (i) a registration statement (the "Exchange Offer Registration
Statement") with the Commission under the 1933 Act relating to the Company's
offer (the "Exchange Offer") to issue its 9% Senior Subordinated Notes due 2013
(the "Exchange Securities"), which will be registered under the 1933 Act and
unconditionally guaranteed on a senior subordinated basis (the "Exchange
Guarantees") by the Guarantors and/or such other subsidiaries of the Company
that at the time are required pursuant to the Indenture to guarantee the
Exchange Securities (the "Exchange Guarantors"), in exchange for the Securities
and/or (ii) in certain circumstances, file a shelf registration statement
pursuant to Rule 415 of the 1933 Act (the "Shelf Registration Statement and,
together with the Exchange Offer Registration Statement, the "Registration
Statements") covering resales of the Securities and the Guarantees.


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         The Securities, the Exchange Securities, the Indenture, the
Registration Rights Agreement and the Amended and Restated Credit Agreement are
hereinafter sometimes referred to, collectively, as the "Operative Documents"
and, individually, as an "Operative Document."

         All references herein to a "subsidiary" or "subsidiaries" of the
Company shall include, without limitation, the Guarantors.

         SECTION 1. Representations and Warranties.

         (a) Representations and Warranties by the Company and the Guarantors.
The Company and the Guarantors, jointly and severally, represent and warrant to
each Initial Purchaser as of the date hereof and as of the Closing Time referred
to in Section 2(b) hereof, and agree with each Initial Purchaser, as follows:

                  (i) Final Memorandum. Neither the Final Memorandum nor any
         amendments or supplements thereto (at the time the Final Memorandum or
         any such amendment or supplement was issued or at the Closing Time)
         included or will include an untrue statement of a material fact or
         omitted or will omit to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading. The representations and
         warranties in this subsection shall not apply to statements in or
         omissions from the Preliminary Memorandum or the Final Memorandum, or
         any amendment or supplement thereto, made in reliance upon and in
         conformity with information furnished to the Company in writing by any
         Initial Purchasers through Wachovia expressly for use in the
         Preliminary Memorandum, or any amendment or supplement thereto, or the
         Final Memorandum, as the case may be.

                  (ii) Incorporated Documents. The documents incorporated or
         deemed to be incorporated by reference in the Final Memorandum, at the
         time they were or hereafter are filed with the Commission, complied and
         will comply in all material respects with the requirements of the 1934
         Act and the rules and regulations of the Commission thereunder (the
         "1934 Act Regulations"), and, when read together with the other
         information in the Final Memorandum, at the time the Final Memorandum
         was issued and at the Closing Time, did not and will not 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.

                  (iii) Independent Accountants. The accountants who certified
         the financial statements and supporting schedules included in the Final
         Memorandum are independent public accountants with respect to the
         Company and each of its subsidiaries as required by the 1933 Act and
         the rules and regulations of the Commission thereunder (the "1933 Act
         Regulations").

                  (iv) Financial Statements. The financial statements of the
         Company included in the Final Memorandum, together with the related
         schedules (if any) and notes, present fairly the financial position of
         the Company and its consolidated subsidiaries at the dates indicated
         and the results of operations, changes in shareholders'



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         equity and cash flows of the Company and its consolidated subsidiaries
         for the periods specified, and the combined financial statements of
         Ninety Nine Restaurant and Pub ("Ninety Nine") included in the Final
         Memorandum, together with the related schedules (if any) and notes,
         present fairly the financial position of Ninety Nine at the dates
         indicated and the results of operations, changes in shareholders'
         equity and comprehensive income and cash flows of Ninety Nine for the
         periods specified on a combined basis, and all such financial
         statements have been prepared in conformity with generally accepted
         accounting principles ("GAAP") applied on a consistent basis throughout
         the periods involved. The supporting schedules, if any, included in the
         Final Memorandum present fairly in accordance with GAAP the information
         required to be stated therein. The historical financial data appearing
         in the Final Memorandum under the captions "Offering Memorandum
         Summary--Summary Consolidated Financial Information" and "Selected
         Consolidated Financial Information" present fairly the information
         shown therein and have been compiled on an accounting basis consistent
         with that of the audited financial statements of the Company included
         in the Final Memorandum; and the pro forma financial statements and
         related notes thereto included in the Final Memorandum, and the pro
         forma financial information included in the Final Memorandum under the
         caption "Offering Memorandum Summary--Summary Consolidated Financial
         Information," have been prepared in accordance with the Commission's
         rules and guidelines with respect to pro forma financial statements and
         have been properly compiled on the bases described therein, and the
         assumptions used in the preparation thereof are reasonable and the
         adjustments used therein are appropriate to give effect to the
         transactions and circumstances referred to therein.

                  (v) No Material Adverse Change in Business. Since the
         respective dates as of which information is given in the Final
         Memorandum, except as otherwise stated therein, (A) there has been no
         material adverse change in the condition, financial or otherwise, or in
         the earnings, business affairs or business prospects of the Company and
         its subsidiaries considered as one enterprise, whether or not arising
         in the ordinary course of business (a "Material Adverse Effect"), (B)
         there have been no transactions entered into by the Company or any of
         its subsidiaries, other than those in the ordinary course of business,
         which are material with respect to the Company and its subsidiaries
         considered as one enterprise, and (C) there has been no dividend or
         distribution of any kind declared, paid or made by the Company on any
         class of its capital stock.

                  (vi) Good Standing of the Company. The Company has been duly
         organized and is validly existing as a corporation in good standing
         under the laws of the State of Tennessee and has power and authority to
         own, lease and operate its properties and to conduct its business as
         described in the Final Memorandum and to enter into and perform its
         obligations under the Operative Documents to which it is or will be a
         party; and the Company is duly qualified as a foreign corporation to
         transact business and is in good standing in each jurisdiction in which
         such qualification is required, whether by reason of the ownership or
         leasing of property or the conduct of business, except where the
         failure so to qualify or to be in good standing would not result in a
         Material Adverse Effect.


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                  (vii) Good Standing of Subsidiaries. Each subsidiary of the
         Company has been duly organized and is validly existing as a
         corporation, limited partnership, business trust or limited liability
         company, as the case may be, in good standing under the laws of the
         jurisdiction of its organization, has power and authority to own, lease
         and operate its properties and to conduct its business as described in
         the Final Memorandum and to enter into and to perform its obligations
         under the Operative Documents to which it is or will be a party and is
         duly qualified as a foreign corporation, limited partnership, business
         trust or limited liability company, as the case may be, to transact
         business and is in good standing in each jurisdiction in which such
         qualification is required, whether by reason of the ownership or
         leasing of property or the conduct of business, except where the
         failure so to qualify or to be in good standing would not result in a
         Material Adverse Effect; all of the issued and outstanding capital
         stock of each such subsidiary that is a corporation, all of the issued
         and outstanding partnership interests of each such subsidiary that is a
         limited partnership, all of the issued and outstanding trust interests,
         beneficial interests or other similar interests of each such subsidiary
         that is a business trust, and all of the issued and outstanding limited
         liability company interests, membership interests or other similar
         interests of each such subsidiary that is a limited liability company
         have been duly authorized and validly issued, are fully paid and, with
         respect to the capital stock of each subsidiary that is a corporation,
         non-assessable, and are owned by the Company, directly or through
         subsidiaries (except in the case of certain subsidiaries, which
         subsidiaries are accurately identified on Schedule D hereto, in which
         the Company indirectly owns 94% of the outstanding membership interests
         and in respect of which the Company or one of its wholly-owned
         subsidiaries is the manager), free and clear of any security interest,
         mortgage, pledge, lien, encumbrance, claim or equity, other than liens
         securing borrowings and other amounts due under the Existing Credit
         Agreement or, from and after the Closing Time, the Amended and Restated
         Credit Agreement; and none of the outstanding shares of capital stock,
         partnerships interests, trust interests, beneficial interests or other
         similar interests, or limited liability company interests, membership
         interests or other similar interests of any such subsidiary was issued
         in violation of any preemptive rights, rights of first refusal or other
         similar rights of any securityholder of such subsidiary. The only
         subsidiaries of the Company are the subsidiaries listed on Schedule D
         hereto and Schedule D accurately sets forth whether each such
         subsidiary is a corporation, limited partnership, business trust or
         limited liability company and the jurisdiction of organization of each
         such subsidiary and, in the case of any subsidiary which is a
         partnership, its partners, and, in the case of any subsidiary that is
         not wholly-owned by the Company, directly or through subsidiaries, the
         percentage ownership interest in such subsidiary that is owned by the
         Company, directly or through subsidiaries.

                  (viii) Capitalization. The shares of issued and outstanding
         capital stock of the Company have been duly authorized and validly
         issued and are fully paid and non-assessable; and none of the
         outstanding shares of capital stock of the Company was issued in
         violation of any preemptive rights, rights of first refusal or other
         similar rights of any securityholder of the Company.

                  (ix) Authorization of Agreement. This Agreement has been duly
         authorized, executed and delivered by the Company and each of the
         Guarantors.


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                  (x) Authorization of the Securities. The Securities have been
         duly authorized by the Company and, at Closing Time, will have been
         duly executed and delivered by the Company and will constitute valid
         and binding obligations of the Company, enforceable against the Company
         in accordance with their terms, except as enforcement thereof may be
         limited by bankruptcy, insolvency, reorganization, moratorium,
         fraudulent conveyance, or other similar laws affecting enforcement of
         creditor's rights generally and except as enforcement thereof may be
         subject to general principles of equity, and will be in the form
         contemplated by, and entitled to the benefits of, the Indenture; the
         Exchange Securities have been duly authorized by the Company and, when
         issued in exchange for a like principal amount of Securities pursuant
         to the Exchange Offer, will have been duly executed and delivered by
         the Company and will constitute valid and binding obligations of the
         Company, enforceable against the Company in accordance with their
         terms, except as the enforcement thereof may be limited by bankruptcy,
         insolvency, reorganization, moratorium, fraudulent conveyance, or
         similar laws affecting enforcement of creditors' rights generally and
         except as enforcement thereof may be subject to general principles of
         equity, and will be in the form contemplated by, and entitled to the
         benefits of, the Indenture.

                  (xi) Absence of Defaults and Conflicts. Neither the Company
         nor any of its subsidiaries is in violation of its Organizational
         Documents (as defined below) or in default in the performance or
         observance of any obligation, agreement, covenant or condition
         contained in any contract, indenture, mortgage, pledge agreement, deed
         of trust, loan or credit agreement, note, lease or other agreement or
         instrument to which the Company or any of its subsidiaries is a party
         or by which any of them may be bound, or to which any of the property
         or assets of the Company or any of its subsidiaries are subject
         (collectively, "Agreements and Instruments"), except, solely in the
         case of Specified Agreements and Instruments (as defined below), for
         such defaults that would not result in a Material Adverse Effect; and
         the execution, delivery and performance of the Operative Documents and
         the consummation of the transactions contemplated in the Operative
         Documents and in the Final Memorandum (including the issuance and sale
         of the Securities, the issuance of the Guarantees and the use of the
         proceeds from the sale of the Securities as described in the Final
         Memorandum under the caption "Use of Proceeds") and compliance by the
         Company and the Guarantors with their respective obligations under the
         Operative Documents have been duly authorized by all necessary action,
         corporate or other, and do not and will not, whether with or without
         the giving of notice or passage of time or both, conflict with or
         constitute a breach of, or default or Repayment Event (as defined
         below) under, or result in the creation or imposition of any lien,
         charge or encumbrance upon any property or assets of the Company or any
         of its subsidiaries pursuant to, any Agreements and Instruments
         (except, solely in the case of Specified Instruments and Agreements,
         for such conflicts, breaches or defaults or liens, charges or
         encumbrances that would not result in a Material Adverse Effect), nor
         will such action result in any violation of the provisions of the
         Organizational Documents of the Company or any of its subsidiaries or
         any applicable law, statute, rule, regulation, judgment, order, writ or
         decree of any government, government instrumentality or court, domestic
         or foreign, having jurisdiction over the Company or any of its
         subsidiaries or any of their respective assets, properties or
         operations. As used herein, "Organizational Documents" means, in the
         case of a corporation, its charter and by-laws; in the case of a



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         limited or general partnership, (a) its partnership certificate,
         certificate of formation or similar organizational document and (b) its
         partnership agreement; in the case of a limited liability company, (c)
         its articles of organization, certificate of formation or similar
         organizational document and (d) its operating agreement, limited
         liability company agreement, membership agreement or other similar
         agreement; in the case of a business trust, (e) its declaration of
         trust or similar organizational document and (f) its trust by-laws;
         and, in the case of any other entity, the organizational documents of
         such entity; a "Repayment Event" means any event or condition which
         gives the holder of any note, debenture or other evidence of
         indebtedness (or any person acting on such holder's behalf) the right
         to require the repurchase, redemption or repayment of all or a portion
         of such indebtedness by the Company or any of its subsidiaries; and
         "Specified Agreements and Instruments" means all Agreements and
         Instruments other than (x) indentures, loan or credit agreements,
         notes, leases, reimbursement agreements, participation agreements and
         other agreements and instruments relating to or evidencing indebtedness
         for borrowed money or capital lease agreements that include financial
         or similar restrictive covenants and (y) mortgages, pledge agreements,
         deeds of trust or other security agreements or guarantees entered into
         in connection with or pursuant to any of instruments, agreements and
         other documents referred to in clause (x) above.

                  (xii) Absence of Labor Dispute. No labor dispute with the
         employees of the Company or any subsidiary of the Company exists or, to
         the knowledge of the Company, is imminent, and the Company is not aware
         of any existing or imminent labor disturbance by the employees of any
         of the principal suppliers, manufacturers, customers or contractors of
         the Company or any of its subsidiaries which, in any such case, may
         reasonably be expected to result in a Material Adverse Effect.

                  (xiii) Absence of Proceedings. There is no action, suit,
         proceeding, inquiry or investigation before or brought by any court or
         governmental agency or body, domestic or foreign, now pending, or, to
         the knowledge of the Company, threatened, against or affecting the
         Company or any of its subsidiaries, which is required to be disclosed
         in the Final Memorandum or any document incorporated or deemed to be
         incorporated by reference in the Final Memorandum (other than as
         disclosed therein), or which might reasonably be expected to result in
         a Material Adverse Effect, or which might reasonably be expected to
         materially and adversely affect the properties or assets thereof or the
         consummation of the transactions contemplated in any of the Operative
         Documents or the performance by the Company or any of the Guarantors of
         their respective obligations under the Operative Documents; the
         aggregate of all pending legal or governmental proceedings to which the
         Company or any of its subsidiaries is a party or of which any of their
         respective property or assets is the subject which are not described in
         the Final Memorandum, including ordinary routine litigation incidental
         to the business, would not reasonably be expected to result in a
         Material Adverse Effect.

                  (xiv) Accuracy of Exhibits. There are no contracts or
         documents that would be required to be described in any document
         incorporated or deemed to incorporated by reference in the Final
         Memorandum or to be filed as exhibits to any such documents which have
         not been so described and filed as required.



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                  (xv) Possession of Intellectual Property. Except as described
         in the Final Memorandum, the Company and its subsidiaries own or
         possess, or can acquire on reasonable terms, adequate patents, patent
         rights, licenses, inventions, copyrights, know-how (including trade
         secrets and other unpatented and/or unpatentable proprietary or
         confidential information, systems or procedures), trademarks, service
         marks, trade names or other intellectual property (collectively,
         "Intellectual Property") necessary to carry on the business now
         operated by them, and neither the Company nor any of its subsidiaries
         has received any notice or is otherwise aware of any infringement of or
         conflict with asserted rights of others with respect to any
         Intellectual Property or of any facts or circumstances which would
         render any Intellectual Property invalid or inadequate to protect the
         interest of the Company or any of its subsidiaries therein, and which
         infringement or conflict (if the subject of any unfavorable decision,
         ruling or finding) or invalidity or inadequacy, singly or in the
         aggregate, would result in a Material Adverse Effect.

                  (xvi) Absence of Further Requirements. (A) No filing with, or
         authorization, approval, consent, license, order, registration,
         qualification or decree of, any court or governmental authority or
         agency, domestic or foreign, (B) no authorization, approval, vote or
         other consent of any shareholder of the Company or of any shareholder,
         limited or general partner or member of, or holder of a trust interest,
         beneficial interest or other similar interest or a limited liability
         company interest, membership interest or other similar interest in, any
         Guarantor, and (C) no authorization, approval, vote or other consent of
         any other person or entity, is necessary or required for the
         performance by the Company or any Guarantor of their respective
         obligations under the Operative Documents, for the offering, issuance,
         sale or delivery of the Securities or the Guarantees hereunder, or for
         the consummation of any of the other transactions contemplated by the
         Operative Documents, except such as may be required under the 1933 Act,
         the 1933 Act Regulations and the Trust Indenture Act of 1939, as
         amended (the "1939 Act"), in connection with the performance by the
         Company and the Guarantors of their respective obligations under the
         Registration Rights Agreement, such as may be required under state
         securities laws and the consent to amend the Existing Credit Agreement,
         which has been obtained.

                  (xvii) Possession of Licenses and Permits. The Company and its
         subsidiaries possess such permits, licenses, approvals, consents and
         other authorizations (collectively, "Governmental Licenses") issued by
         the appropriate federal, state, local or foreign regulatory agencies or
         bodies necessary to conduct the business now operated by them; the
         Company and its subsidiaries are in compliance with the terms and
         conditions of all such Governmental Licenses, except where the failure
         so to comply would not, singly or in the aggregate, have a Material
         Adverse Effect; all of the Governmental Licenses are valid and in full
         force and effect, except when the invalidity of such Governmental
         Licenses or the failure of such Governmental Licenses to be in full
         force and effect would not have a Material Adverse Effect; and neither
         the Company nor any of its subsidiaries has received any notice of
         proceedings relating to the revocation or modification of any such
         Governmental Licenses which, singly or in the aggregate, if the subject
         of an unfavorable decision, ruling or finding, would result in a
         Material Adverse Effect.



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                  (xviii) Title to Property. The Company and its subsidiaries
         have good and marketable title in fee simple to all real property owned
         by any of them and good title to all other properties owned by any of
         them, in each case, free and clear of all mortgages, pledges, liens,
         security interests, claims, restrictions or encumbrances of any kind
         except such as (a) are described in the Final Memorandum or (b) do not,
         singly or in the aggregate, materially affect the value of such
         property and do not interfere with the use made and proposed to be made
         of such property by the Company or its subsidiaries; all real property,
         buildings and other improvements, and equipment and other property,
         held under lease or sublease by the Company or any of its subsidiaries
         is held by them under valid, subsisting and enforceable leases or
         subleases, as the case may be, with, solely in the case of leases or
         subleases relating to real property and buildings or other
         improvements, such exceptions as are not material and do not interfere
         with the use made or proposed to be made of such property and buildings
         or other improvements by the Company and its subsidiaries, and all such
         leases and subleases are in full force and effect; and neither the
         Company nor any of its subsidiaries has any notice of any claim of any
         sort that has been asserted by anyone adverse to the rights of the
         Company or any of its subsidiaries under any of the leases or subleases
         mentioned above or affecting or questioning the rights of the Company
         or any of its subsidiaries to the continued possession of the leased or
         subleased premises under any such lease or sublease except for such
         claims which, if successfully asserted against the Company or any of
         its subsidiaries, would not singly or in the aggregate have a Material
         Adverse Effect.

                  (xix) Investment Company Act. Neither the Company nor any
         Guarantor is, and upon the issuance and sale of the Securities and the
         Guarantees as herein contemplated and the application of the net
         proceeds therefrom as described in the Final Memorandum neither the
         Company nor any Guarantor will be, an "investment company" or an entity
         "controlled" by an "investment company" as such terms are defined in
         the Investment Company Act of 1940, as amended (the "1940 Act").

                  (xx) Environmental Laws. Except as described in the Final
         Memorandum and except as would not, singly or in the aggregate, result
         in a Material Adverse Effect, (A) neither the Company nor any of its
         subsidiaries is in violation of any federal, state, local or foreign
         statute, law, rule, regulation, ordinance, code, policy or rule of
         common law or any judicial or administrative interpretation thereof,
         including any judicial or administrative order, consent, decree or
         judgment, relating to pollution or protection of human health, the
         environment (including, without limitation, ambient air, surface water,
         groundwater, land surface or subsurface strata) or wildlife, including,
         without limitation, laws and regulations relating to the release or
         threatened release of chemicals, pollutants, contaminants, wastes,
         toxic substances, hazardous substances, petroleum or petroleum products
         (collectively, "Hazardous Materials") or to the manufacture,
         processing, distribution, use, treatment, storage, disposal, transport
         or handling of Hazardous Materials (collectively, "Environmental
         Laws"), (B) the Company and its subsidiaries have all permits,
         authorizations and approvals required under any applicable
         Environmental Laws and are each in compliance with their requirements,
         (C) there are no pending or threatened administrative, regulatory or
         judicial actions, suits, demands, demand letters, claims, liens,
         notices of noncompliance or violation, investigation or proceedings
         relating to any Environmental Law against the Company or



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         any of its subsidiaries and (D) there are no events or circumstances
         that might reasonably be expected to form the basis of an order for
         clean-up or remediation, or an action, suit or proceeding by any
         private party or governmental body or agency, against or affecting the
         Company or any of its subsidiaries relating to Hazardous Materials or
         any Environmental Laws.

                  (xxi) Absence of Registration Rights. There are no persons
         with registration rights or other similar rights to have any securities
         (debt or equity) registered pursuant to any Registration Statement or
         included in any offering contemplated by the Registration Rights
         Agreement.

                  (xxii) Indenture. The Indenture has been duly authorized by
         the Company and each of the Guarantors and, at the Closing Time, will
         have been duly executed and delivered by the Company and each of the
         Guarantors and will constitute a valid and binding agreement of the
         Company and each of the Guarantors, enforceable against the Company and
         each of the Guarantors in accordance with its terms, except as the
         enforcement thereof may be limited by bankruptcy, insolvency,
         reorganization, moratorium, fraudulent conveyance or similar laws
         affecting enforcement of creditors' rights generally and except as
         enforcement thereof may be subject to general principles of equity.

                  (xxiii) Guarantees. The Guarantees have been duly authorized
         by each of the Guarantors and, at the Closing Time, will constitute
         valid and binding obligations of each of the Guarantors, enforceable
         against each of the Guarantors in accordance with their terms, except
         as enforcement thereof may be limited by bankruptcy, insolvency,
         reorganization, moratorium, fraudulent conveyance or similar laws
         affecting enforcement of creditors' rights generally (and, solely with
         respect to Guarantors that are corporations organized under the laws of
         Tennessee, Section 48-16-401 of the Tennessee Business Corporation Act)
         and except as enforcement thereof may be subject to general principles
         of equity, and will be in the form contemplated by, and entitled to the
         benefits of, the Indenture; the Exchange Guarantees have been duly
         authorized by each of the Guarantors and, when the Exchange Securities
         have been issued in exchange for a like principal amount of Securities
         pursuant to the Exchange Offer, the Exchange Guarantees will constitute
         valid and binding obligations of each of the Exchange Guarantors,
         enforceable against each of the Exchange Guarantors in accordance with
         their terms, except as the enforcement thereof may be limited by
         bankruptcy, insolvency, reorganization, moratorium, fraudulent
         conveyance or similar laws affecting enforcement of creditors' rights
         generally (and, solely with respect to Guarantors that are corporations
         organized under the laws of Tennessee, Section 48-16-401 of the
         Tennessee Business Corporation Act) and except as enforcement thereof
         may be subject to general principles of equity, and will be in the form
         contemplated by, and entitled to the benefits of, the Indenture.

                  (xxiv) Registration Rights Agreement. The Registration Rights
         Agreement has been duly authorized by the Company and each of the
         Guarantors and, at the Closing Time, will have been duly executed and
         delivered by the Company and each of the Guarantors and will constitute
         a valid and binding agreement of the Company and each of the
         Guarantors, enforceable against the Company and each of the Guarantors
         in


                                       10
<PAGE>

         accordance with its terms, except as the enforcement thereof may be
         limited by bankruptcy, insolvency, reorganization, moratorium,
         fraudulent conveyance or similar laws affecting enforcement of
         creditors' rights generally and except as enforcement thereof may be
         subject to general principles of equity, and except as rights to
         indemnity and contribution under the Registration Rights Agreement may
         be limited by applicable law.

                  (xxv) Description of Operative Documents. The Operative
         Documents conform and will conform in all material respects to the
         respective descriptions thereof and statements relating thereto
         contained in the Final Memorandum.

                  (xxvi) Internal Controls. Each of the Company and its
         subsidiaries maintains a system of internal accounting controls
         sufficient to provide reasonable assurances that (A) transactions are
         executed in accordance with management's general or specific
         authorization, (B) transactions are recorded as necessary to permit
         preparation of financial statements in conformity with generally
         accepted accounting principles and to maintain accountability for
         assets, (C) access to assets is permitted only in accordance with
         management's general or specific authorization and (D) the recorded
         accountability for assets is compared with the existing assets at
         reasonable intervals and appropriate action is taken with respect to
         any differences.

                  (xxvii) Solvency. The Company and each of the Guarantors is,
         and immediately after the Closing Time will be, Solvent. As used
         herein, the term "Solvent" means, with respect to the Company or any
         Guarantor, as the case may be, on any particular date, that on such
         date (A) the fair market value of the assets of the Company or such
         Guarantor, as the case may, is greater than the total amount of
         liabilities (including contingent liabilities) of the Company or such
         Guarantor, as the case may be, (B) the present fair saleable value of
         the assets of the Company or such Guarantor, as the case may be, is
         greater than the amount that will be required to pay the probable
         liabilities of the Company or such Guarantor, as the case may be, on
         its debts as they become absolute and matured, (C) the Company or such
         Guarantor, as the case may be, is able to realize upon its assets and
         pay its debts and other liabilities, including contingent obligations,
         as they mature, and (D) the Company or such Guarantor, as the case may
         be, does not have unreasonably small capital.

                  (xxviii) Offering Materials. Neither the Company nor any of
         its subsidiaries nor any of their respective Affiliates (as defined
         below) has distributed or will distribute any offering material in
         connection with the offering and sale of the Securities other than
         copies of the Preliminary Memorandum and Final Memorandum distributed
         through the Initial Purchasers.

                  (xxix) Similar Offerings. Neither the Company nor any of its
         subsidiaries nor any of their respective "affiliates," as such term is
         defined in Rule 501 under the 1933 Act (each, an "Affiliate"), nor any
         person acting on behalf of the Company or any of its subsidiaries has,
         directly or indirectly, sold, offered for sale, solicited any offer to
         buy or otherwise negotiated in respect of, or will sell, offer for
         sale, solicit any offer to buy or otherwise negotiate in respect of,
         any security (as defined in the 1933 Act) which



                                       11
<PAGE>

         is or would be integrated with the sale of the Securities or the
         Guarantees in a manner that would require the Securities or the
         Guarantees to be registered under the 1933 Act (it being understood
         that no representation or warranty is made by the Company and the
         Guarantors as to the Initial Purchasers and their agents).

                  (xxx) Rule 144A Eligibility. The Securities and the Guarantees
         are eligible for resale pursuant to Rule 144A and will, when issued,
         satisfy the requirements set forth in Rule 144A(d)(3) under the 1933
         Act.

                  (xxxi) No General Solicitation. Neither the Company nor any of
         its subsidiaries nor any of their respective Affiliates nor any person
         acting on behalf of the Company or any of its subsidiaries (it being
         understood that no representation or warranty is made by the Company
         and the Guarantors as to the Initial Purchasers and their agents) has
         engaged or will engage, in connection with the offering of the
         Securities, in any form of general solicitation or general advertising
         within the meaning of Rule 502 under the 1933 Act or in any manner
         involving a public offering within the meaning of Section 4(2) of the
         1933 Act.

                  (xxxii) No Directed Selling Efforts. Neither the Company nor
         any of its subsidiaries nor any of their respective Affiliates nor any
         person acting on behalf of the Company or any of its subsidiaries has
         engaged or will engage in any directed selling efforts (within the
         meaning of Regulation S) with respect to the Securities or the
         Guarantees, and the Company and its subsidiaries and their respective
         Affiliates and any person acting on behalf of the Company or any of its
         subsidiaries has complied, and will comply, with the offering
         restriction requirements of Regulation S (it being understood that no
         representation or warranty is made by the Company and the Guarantors as
         to the Initial Purchasers and their agents).

                  (xxxiii) No Registration Required. Assuming the accuracy of
         the representations and warranties of the Initial Purchasers in Section
         6 and compliance by the Initial Purchasers with the covenants set forth
         in Section 6, it is not necessary, in connection with the offer, sale
         and delivery of the Securities to the Initial Purchasers and to
         Subsequent Purchasers in the manner contemplated by this Agreement and
         the Final Memorandum, to register the Securities or the Guarantees
         under the 1933 Act or to qualify the Indenture under the 1939 Act.

                  (xxxiv) Usury Laws. None of the Operative Documents is or will
         be, and no payment by the Company or any of the Guarantors or Exchange
         Guarantors of any amounts payable under or pursuant to any of the
         Operative Documents (including, without limitation, any principal,
         interest or Additional Interest (as defined in the Registration Rights
         Agreement)) is or will be, subject to any usury law or other limitation
         on the rate or amount of interest or other amounts payable thereunder
         or the yield thereon (collectively, "Usury Laws"), or violates,
         contravenes or breaches, or will violate, contravene or breach, any
         Usury Laws.

                  (xxxv) Upstream Guarantees. No subsidiary of the Company is a
         guarantor of, or is a party to or bound by any instruments or
         agreements pursuant to


                                       12
<PAGE>

         which it is or may be required to guarantee or cause another subsidiary
         of the Company to guarantee, any borrowing, bonds, notes, debentures or
         other indebtedness or lease obligations of the Company, except for the
         Existing Credit Agreement or, from and after the Closing Time, the
         Amended and Restated Credit Agreement and the Indenture. The Company is
         not party to or bound by any instrument or agreement pursuant to which
         it is or may be required to cause any of its subsidiaries to guarantee
         any borrowing, bonds, notes, debentures or other indebtedness or lease
         obligations of the Company, other than the Existing Credit Agreement
         or, from and after the Closing Time, the Amended and Restated Credit
         Agreement and the Indenture.

                  (xxxvi) Amended and Restated Credit Agreement. At the Closing
         Time, the Amended and Restated Credit Agreement will have been duly
         authorized, executed and delivered by, and will constitute a valid and
         binding agreement of, the Company and each subsidiary of the Company
         party thereto, enforceable against the Company and each subsidiary of
         the Company party thereto in accordance with its terms, except as the
         enforcement thereof may be limited by bankruptcy, insolvency,
         reorganization, moratorium or similar laws affecting enforcement of
         creditors' rights generally and except as enforcement thereof may be
         subject to general principles of equity, all conditions precedent to
         the effectiveness of the Amended and Restated Credit Agreement, and all
         conditions precedent to the right of the Company to make borrowings
         under the Amended and Restated Credit Agreement in the amount
         contemplated by the Final Memorandum, will have been satisfied or
         waived.

         (b) Officer's Certificates. Any certificate signed by any officer of
the Company or any of the Guarantors and delivered to the Initial Purchasers or
counsel for the Initial Purchasers shall be deemed a joint and several
representation and warranty by the Company and the Guarantors to each Initial
Purchaser as to the matters covered thereby.

         SECTION 2. Sale and Delivery to Initial Purchasers; Closing.

         (a) Securities. On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company agrees to sell to each Initial Purchaser, severally and not jointly, and
each Initial Purchaser, severally and not jointly, agrees to purchase from the
Company, at the price set forth in Schedule C, the principal amount of
Securities set forth in Schedule B opposite the name of such Initial Purchaser,
plus any additional principal amount of Securities that such Initial Purchaser
may become obligated to purchase pursuant to the provisions of Section 11
hereof.

         (b) Payment. Payment of the purchase price for, and delivery of
certificates for, the Securities shall be made at the offices of Sidley Austin
Brown & Wood LLP, 787 Seventh Avenue, New York, New York 10019, or at such other
place as shall be agreed upon by Wachovia and the Company, at 10:00 A.M.
(Eastern time) on November 4, 2003 (unless postponed in accordance with the
provisions of Section 11) or such other time not later than ten business days
after such date as shall be agreed upon by Wachovia and the Company (such time
and date of payment and delivery being herein called "Closing Time").


                                       13

<PAGE>

         Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account in the State of New York designated by the
Company, against delivery to Wachovia of certificates for the Securities to be
purchased by the Initial Purchasers.

         (c) Denominations; Registration. Certificates for the Securities shall
be in such denominations ($1,000 or integral multiples of $1,000 in excess
thereof) and registered in such names as Wachovia may request in writing at
least one full business day before Closing Time. The certificates representing
the Securities shall be made available for examination and packaging by the
Initial Purchasers in The City of New York not later than 10:00 A.M. Eastern
Time on the business day prior to the Closing Time.

         SECTION 3. Covenants of the Company. The Company and each Guarantor,
jointly and severally, covenant with each Initial Purchaser as follows.

         (a) Amendment to Offering Memorandum and Supplement. During the period
beginning on the date of this Agreement through and including the date on which
all of the Securities shall have been sold by the Initial Purchasers as
evidenced by a notice in writing from Wachovia to the Company, the Company will
give the Initial Purchasers notice of its intention to file pursuant to the 1934
Act, or to use or issue, any amendment or supplement to any Memorandum, will
furnish the Initial Purchasers with copies of any such document in a reasonable
amount of time prior to such proposed filing, use or issuance, as the case may
be, and will not file, use or issue any such document to which the Initial
Purchasers or counsel for the Initial Purchasers shall object.

         (b) Delivery of Final Memorandum. The Company, as promptly as possible,
will furnish to each Initial Purchaser, without charge, such number of copies of
the Final Memorandum and any amendments and supplements thereto and documents
incorporated by reference therein as such Initial Purchaser may reasonably
request; and the Company and each Guarantor consent to the use of each
Memorandum and any amendments or supplements thereto in connection with the
offering of the Securities and the Guarantees.

         (c) Notice and Effect of Material Events. If, during the period
beginning on the date of this Agreement through and including the date on which
all of the Securities shall have been sold by the Initial Purchasers as
evidenced by a notice in writing from Wachovia to the Company, there shall occur
any material change in or affecting the condition, financial or otherwise, or
the earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, which makes any statement in the
Final Memorandum false or misleading, or if, during such period, any event shall
occur or condition shall exist as a result of which it is necessary, in the
opinion of counsel for the Initial Purchasers or the Company, to amend or
supplement the Final Memorandum in order that the Final Memorandum will not
include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of
the circumstances existing at the time it is delivered to a Subsequent
Purchaser, the Company will, subject to Section 3(b), promptly prepare and
furnish to each Initial Purchaser an amendment or amendments of, or a supplement
or supplements to, the Final Memorandum so that, as so amended or supplemented,
the Final Memorandum will not include an untrue statement of a material fact or
omit to state a


                                       14
<PAGE>

material fact necessary in order to make the statements therein, in the light of
the circumstances existing at the time it is delivered to a Subsequent
Purchaser, not misleading.

         (d) Blue Sky Qualifications. The Company will use its best efforts, in
cooperation with the Initial Purchasers, to qualify the Securities and the
Guarantees for offering and sale under the applicable securities laws of such
states and other jurisdictions (domestic or foreign) as Wachovia may designate
and to maintain such qualifications in effect as long as required for the sale
of the Securities and the Guarantees; provided, however, that the Company shall
not be obligated to file any general consent to service of process or to qualify
as a foreign corporation or as a dealer in securities in any jurisdiction in
which it is not so qualified or to subject itself to taxation in respect of
doing business in any jurisdiction in which it is not otherwise so subject.

         (e) Use of Proceeds. The Company will use the net proceeds received by
it from the sale of the Securities in the manner specified in the Final
Memorandum under "Use of Proceeds."

         (f) Restriction on Sale of Securities. During a period of 90 days from
the date of this Agreement, the Company and the Guarantors will not, without the
prior written consent of Wachovia, directly or indirectly, issue, sell, offer or
agree to sell, grant any option for the sale of, or otherwise dispose of, any
debt securities of the Company or any securities of the Company that are
convertible into, or exchangeable or exercisable for debt securities of the
Company, other than the Securities sold to the Initial Purchasers pursuant to
this Agreement.

         (g) Rating of Securities. The Company will use its best efforts to have
Standard & Poor's Ratings Services, a division of McGraw Hill, Inc. ("S&P"), and
Moody's Investors Service Inc. ("Moody's") to provide their respective credit
ratings of the Securities and the Exchange Securities.

         (h) DTC. The Company will cooperate with the Initial Purchasers and use
its best efforts to permit the Securities to be eligible for clearance and
settlement through the facilities of DTC.

         (i) PORTAL Designation. The Company will use its best efforts to permit
the Securities to be designated PORTAL securities in accordance with the rules
and regulations adopted by the National Association of Securities Dealers, Inc.
("NASD") relating to trading in the PORTAL Market.

         (j) Reporting Requirements. Until the offering of the Securities is
complete as evidenced by a notice in writing from Wachovia to the Company, the
Company will file all documents required to be filed with the Commission
pursuant to the 1934 Act within the time periods required by the 1934 Act and
the 1934 Act Regulations.

         (k) Investment Company Act. For so long as any Securities are
outstanding, the Company and each of its subsidiaries will conduct its
operations in a manner that will not subject the Company or such subsidiary to
registration as an investment company under the 1940 Act.


                                       15
<PAGE>

         SECTION 4. Payment of Expenses.

         (a) Expenses. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation of each Memorandum (including financial statements) and of each
amendment or supplement thereto, (ii) the word processing, printing and delivery
to the Initial Purchasers of any Agreement among Initial Purchasers, and the
Operative Documents (excluding the Amended and Restated Credit Agreement) and
such other documents as may be required in connection with the offering,
purchase, sale, issuance or delivery of the Securities, (iii) the preparation,
issuance and delivery of the certificates for the Securities to the Initial
Purchasers, including any transfer taxes, any stamp or other duties payable upon
the sale, issuance or delivery of the Securities to the Initial Purchasers and
any charges of DTC in connection therewith, (iv) the fees and disbursements of
the counsel, accountants and other advisors to the Company and the Guarantors,
(v) the qualification of the Securities under securities laws in accordance with
the provisions of Section 3(d) hereof, including filing fees and the reasonable
fees and disbursements of counsel for the Initial Purchasers in connection
therewith and in connection with the preparation of the Blue Sky Survey and any
supplements thereto, (vi) the printing and delivery to the Initial Purchasers of
copies of each Memorandum and any amendments or supplements thereto, (vii) the
fees and disbursements of the Trustee and of counsel to the Trustee in
connection with the Indenture, Securities and Exchange Securities, (viii) the
preparation, printing and delivery to the Initial Purchasers of copies of the
Blue Sky Survey and any supplements thereto, (ix) fees payable in connection
with the rating of the Securities and the Exchange Securities and (x) any fees
and expenses payable in connection with the initial and continued designation of
the Securities as PORTAL securities.

         (b) Termination of Agreement. If this Agreement is terminated by
Wachovia in accordance with the provisions of Section 5 or Section 10(a)(i)
hereof, the Company shall reimburse the Initial Purchasers for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Initial Purchasers.

         SECTION 5. Conditions of Initial Purchasers' Obligations. The
obligations of the several Initial Purchasers hereunder are subject to the
accuracy of the representations and warranties of the Company and the Guarantors
contained in Section 1 hereof or in certificates of any officer of the Company
or any subsidiary of the Company delivered pursuant to the provisions hereof, to
the performance by the Company and the Guarantors of their covenants and other
obligations hereunder, and to the following further conditions:

                  (a) Opinion of Counsel for Company and the Guarantors. At
         Closing Time, the Initial Purchasers shall have received the favorable
         opinion, dated as of Closing Time, of (i) Bass, Berry & Sims PLC,
         counsel for the Company and the Guarantors that are organized under the
         laws of Delaware or Tennessee, in form and substance satisfactory to
         counsel for the Initial Purchasers, to the effect set forth in Exhibit
         B hereto and to such further effect as counsel to the Initial
         Purchasers may reasonably request, (ii) Maynard, Cooper & Gale, P.C.,
         special Alabama counsel to the applicable Guarantor, Gorsuch Kirgis
         LLP, special Colorado counsel to the applicable Guarantor, Seyfarth
         Shaw LLP, special Georgia counsel to the applicable Guarantor, Foley
         Hoag LLP, special Massachusetts counsel to the applicable Guarantor,
         and Downs Rachlin Martin PLLC,


                                       16
<PAGE>

         special Vermont counsel to the applicable Guarantor, each, in form and
         substance satisfactory to counsel for the Initial Purchasers, to the
         effect set forth in Exhibit C hereto and to such further effect as
         counsel for the Initial Purchasers may reasonably request and (iii)
         Winston & Strawn LLP, special New York counsel to the Company and the
         Guarantors, in form and substance satisfactory to counsel for the
         Initial Purchasers, to the effect set forth in Exhibit D hereto, and to
         such further effect as counsel for the Initial Purchasers may
         reasonably request.

                  (b) Opinion of Counsel for the Initial Purchasers. At Closing
         Time, the Initial Purchasers shall have received the favorable
         opinions, dated as of Closing Time, of Sidley Austin Brown & Wood LLP,
         counsel to the Initial Purchasers, and Shearman & Sterling LLP, counsel
         to the Initial Purchasers, with respect to this Agreement, the
         Indenture, the Securities, the Registration Rights Agreement, the Final
         Memorandum and such other matters as the Initial Purchasers may
         request. In giving such opinions, each such counsel may state that such
         opinion is limited to matters arising under the laws of the State of
         New York and the federal laws of the United States of America.

                  (c) Officers' Certificate. At Closing Time, there shall not
         have been, since the date hereof or since the respective dates as of
         which information is given in the Final Memorandum, any material
         adverse change in the condition, financial or otherwise, or in the
         earnings, business affairs or business prospects of the Company and its
         subsidiaries, considered as one enterprise, whether or not arising in
         the ordinary course of business, and the Initial Purchasers shall have
         received a certificate signed by the Chairman, Chief Executive Officer,
         President or a Vice President of the Company and by the chief financial
         or chief accounting officer of the Company, and by the Chairman, Chief
         Executive Officer or President and a Vice President of each Guarantor,
         dated as of Closing Time, to the effect that (i) there has been no such
         material adverse change, (ii) the representations and warranties of the
         Company and the Guarantors in Section 1(a) hereof are true and correct
         with the same force and effect as though expressly made at and as of
         Closing Time, and (iii) the Company and the Guarantors have complied
         with all agreements and satisfied all conditions on their part to be
         performed or satisfied at or prior to Closing Time.

                  (d) Accountant's Comfort Letter. At the time of the execution
         of this Agreement, the Initial Purchasers shall have received from KPMG
         LLP a letter, dated the date of this Agreement and in form and
         substance satisfactory to the Initial Purchasers, containing statements
         and information of the type ordinarily included in accountants'
         "comfort letters" to Initial Purchasers with respect to the financial
         statements and certain financial information of the Company and Ninety
         Nine contained in the Final Memorandum.

                  (e) Bring-down Comfort Letter. At Closing Time, the Initial
         Purchasers shall have received from KPMG LLP a letter, dated as of
         Closing Time and in form and substance satisfactory to the Initial
         Purchasers, to the effect that they reaffirm the statements made in the
         letter furnished pursuant to subsection (d) of this Section, except
         that the specified date referred to shall be a date not more than three
         business days prior to Closing Time.



                                       17
<PAGE>

                  (f) Maintenance of Rating. At Closing Time, the Securities
         shall be rated at least Ba3 by Moody's and B by S&P, and the Company
         shall have delivered to the Initial Purchasers a letter dated the
         Closing Time, from each such rating agency, or other evidence
         satisfactory to the Initial Purchasers, confirming that the Securities
         have such ratings; and since the date of this Agreement, there shall
         not have occurred a downgrading in the rating assigned to the
         Securities or any of the Company's other debt securities by any
         "nationally recognized statistical rating agency," as that term is
         defined by the Commission for purposes of Rule 436(g)(2) under the 1933
         Act, and no such securities rating agency shall have publicly announced
         that it has under surveillance or review, with possible negative
         implications or with no indication of the direction of possible change,
         its rating of the Securities or any of the Company's other debt
         securities.

                  (g) PORTAL. At Closing Time, the Securities shall have been
         designated for trading on PORTAL.

                  (h) Amended and Restated Credit Agreement. At Closing Time,
         the Amended and Restated Credit Agreement shall have been duly executed
         and delivered by the parties thereto and the Initial Purchasers shall
         have received a copy of a fully executed counterpart thereof; and,
         contemporaneously with the issuance of the Securities, the Company
         shall have made borrowings under the Amended and Restated Credit
         Agreement in the amount contemplated by the Final Memorandum.

                  (i) Additional Documents. At Closing Time, counsel for the
         Initial Purchasers shall have been furnished with such other documents
         and opinions as they may require for the purpose of enabling them to
         pass upon the issuance and sale of the Securities and the Guarantees as
         herein contemplated, or in order to evidence the accuracy of any of the
         representations or warranties, or the fulfillment of any of the
         conditions, contained in this Agreement; and all proceedings taken by
         the Company and the Guarantors in connection with the issuance and sale
         of the Securities and the Guarantees as herein contemplated and in
         connection with the other transactions contemplated by this Agreement
         shall be satisfactory in form and substance to Wachovia and counsel for
         the Initial Purchasers.

                  (j) Termination of Agreement. If any condition specified in
         this Section shall not have been fulfilled when and as required to be
         fulfilled, this Agreement may be terminated by Wachovia by notice to
         the Company at any time at or prior to Closing Time, as the case may
         be, and such termination shall be without liability of any party to any
         other party except as provided in Section 4 and except that Sections 1,
         7, 8 and 9 shall survive any such termination and remain in full force
         and effect.

         SECTION 6. Offers and Resales of the Securities.

                  (a) Each Initial Purchaser, severally and not jointly,
         represents and warrants to the Company that such Initial Purchaser is a
         "qualified institutional buyer" as defined in Rule 144A under the 1933
         Act (a "QIB"). Each Initial Purchaser, severally and not jointly,
         represents and warrants to, and agrees with, the Company that (i) it
         has not solicited and will not solicit offers for, and has not offered
         or sold and will not offer or


                                       18
<PAGE>

         sell, the Securities or the Guarantees by means of any form of general
         solicitation or general advertising (as those terms are used in
         Regulation D under the 1933 Act) or in any manner involving a public
         offering within the meaning of Section 4(2) of the 1933 Act and (ii) it
         has not offered or sold and will not offer or sell any Securities or
         Guarantees except to persons that it reasonably believes to be (A) QIBs
         or (B) in the case of offers outside the United States to persons other
         than U.S. persons ("foreign purchasers," which term shall include any
         discretionary account or similar account (other than an estate or
         trust) held for the benefit or account of a non-U.S. person by a dealer
         or other professional fiduciary organized, incorporated or (if an
         individual) resident in the United States acting on a discretionary
         basis) in reliance upon Regulation S that, in each case, in purchasing
         the Securities are deemed to have represented and agreed as provided in
         the Final Memorandum under the caption "Notice to Investors."

                  (b) Each Initial Purchaser, severally and not jointly,
         represents and warrants to, and agrees with, the Company that, with
         respect to offers and sales of Securities and Guarantees outside the
         United States:

                           (i) such Initial Purchaser understands that no action
                  has been or will be taken in any jurisdiction by the Company
                  or any Guarantor that would permit a public offering of the
                  Securities or the Guarantees, or possession or distribution of
                  the Preliminary Memorandum or the Final Memorandum or any
                  other offering or publicity material relating to the
                  Securities or the Guarantees, in any country or jurisdiction
                  where action for that purpose is required;

                           (ii) such Initial Purchaser will comply with all
                  applicable laws and regulations in each jurisdiction in which
                  it acquires, offers, sells or delivers Securities or has in
                  its possession or distributes the Preliminary Memorandum or
                  the Final Memorandum or any such other material, in all cases
                  at its own expense;

                           (iii) such Initial Purchaser understands that the
                  Securities and the Guarantees have not been registered under
                  the 1933 Act and agrees that the Securities and the Guarantees
                  may not be offered or sold within the United States to, or for
                  the account or benefit of, U.S. persons except in accordance
                  with Rule 144A or pursuant to another exemption from the
                  registration requirements of the 1933 Act;

                           (iv) such Initial Purchaser has offered the
                  Securities and the Guarantees and will offer and sell the
                  Securities and the Guarantees (A) as part of their
                  distribution at any time and (B) otherwise until 40 days after
                  the later of the commencement of the offering and the Closing
                  Time, only in accordance with Rule 903 of Regulation S or
                  pursuant to another available exception from the registration
                  requirements of the 1933 Act as permitted in Section 6(a);
                  accordingly, neither such Initial Purchaser nor any of its
                  Affiliates nor any persons acting on its or their behalf has
                  engaged or will engage in any directed selling efforts (within
                  the meaning of Regulation S) with respect to the Securities or
                  the Guarantees, and such Initial Purchaser, its Affiliates and
                  any such persons


                                       19
<PAGE>

                  have complied and will comply with the offering restrictions
                  requirements of Regulation S;

                           (v) such Initial Purchaser (A) has not offered or
                  sold and, prior to the expiry of a period of six months from
                  the Closing Time, will not offer or sell any Securities to
                  persons in the United Kingdom except to persons whose ordinary
                  activities involve them in acquiring, holding, managing or
                  disposing of investments (as principal or agent) for the
                  purposes of their businesses or otherwise in circumstances
                  which have not resulted and will not result in an offer to the
                  public in the United Kingdom within the meaning of the Public
                  Offers of Securities Regulations 1995 (as amended); (B) has
                  only communicated or caused to be communicated and will only
                  communicate or cause to be communicated any invitation or
                  inducement to engage in investment activity (within the
                  meaning of Section 21 of the Financial Services and Markets
                  Act (the "FSMA")) received by it in connection with the issue
                  or sale of any Securities in circumstances in which Section
                  21(1) of the FSMA does not apply to the Company; and (C) has
                  complied and will comply with all applicable provisions of the
                  FSMA with respect to anything done by it in relation to such
                  Securities in, from or otherwise involving the United Kingdom;

                           (vi) such Initial Purchaser agrees that, at or prior
                  to confirmation of sales of the Securities, it will have sent
                  to each distributor, dealer (as defined in Section 2(a)(12) of
                  the 1933 Act) or person receiving a selling concession, fee or
                  other remuneration that purchases Securities from it during
                  the 40-day distribution compliance period (as defined in
                  Regulation S) a confirmation or notice to substantially the
                  following effect:

                           "The securities covered hereby have not been
                           registered under the U.S. Securities Act of 1933 (the
                           "Securities Act") and may not be offered and sold
                           within the United States or to, or for the account or
                           benefit of, U.S. persons (i) as part of their
                           distribution at any time or (ii) otherwise until 40
                           days after the later of the commencement of the
                           offering and the closing date, except in either case
                           in accordance with Regulation S (or Rule 144A if
                           available) under the Securities Act. Terms used above
                           have the meaning given to them by Regulation S";

                           (vii) without limitation of the other agreements of
                  such Initial Purchaser set forth herein, such Initial
                  Purchaser agrees that all offers and sales of the Securities
                  prior to the expiration of the 40-day distribution compliance
                  period under Regulation S shall be made only in accordance
                  with the provisions of Section 903 or 904 of Regulation S,
                  pursuant to registration of the Securities and the Guarantees
                  under the 1933 Act or pursuant to an available exemption from
                  the registration requirements of the 1933 Act.


                                       20
<PAGE>

         As used in this Section 6, the terms "offering restrictions", "U.S.
person", and "United States" have the respective meanings given to them by
Regulation S.

                  (c) The Company and the Guarantors, jointly and severally,
         covenant with each Initial Purchaser as follows:

                           (i) Neither the Company nor any of its subsidiaries
                  nor any of their respective Affiliates will, directly or
                  through any agent (it being understood that no covenant is
                  made by the Company and the Guarantors with respect to the
                  Initial Purchasers and their agents), sell, offer for sale or
                  solicit offers to buy or otherwise negotiate in respect of any
                  security (as defined in the 1933 Act) that could be integrated
                  with the sale of the Securities or the Guarantees in a manner
                  that would require registration of the Securities or the
                  Guarantees under the 1933 Act.

                           (ii) Neither the Company nor any of its subsidiaries
                  nor any of their respective Affiliates will solicit any offer
                  to buy or offer or sell any of the Securities or Guarantees by
                  means of any form of general solicitation or general
                  advertising (as those terms are used in Regulation D under the
                  1933 Act) or in any manner involving a public offering within
                  the meaning of Section 4(2) of the 1933 Act.

                           (iii) While any of the Securities or Guarantees
                  remain "restricted securities" within the meaning of Rule 144
                  under the 1933 Act, the Company and the Guarantors will make
                  available, promptly upon request, to any holder or beneficial
                  owner of such Securities and any prospective purchaser
                  designated by such holder or beneficial owner, the information
                  specified in Rule 144A(d)(4) under the 1933 Act, unless the
                  Company and all of the then guarantors of the Securities are
                  subject to Section 13 or 15(d) of the 1934 Act.

                           (iv) None of the Company nor any of its subsidiaries
                  nor any their respective Affiliates nor any person acting on
                  its or their behalf (it being understood that no covenant is
                  made by the Company and the Guarantors with respect to the
                  Initial Purchasers and their agents) will engage in any
                  directed selling efforts (as that term is defined in
                  Regulation S) with respect to the Securities or the
                  Guarantees, and the Company and its subsidiaries and their
                  respective Affiliates and each person acting on its or their
                  behalf (it being understood that no covenant is made by the
                  Company and the Guarantors with respect to the Initial
                  Purchasers and their agents) will comply with the offering
                  restrictions requirement of Regulation S.

                           (v) So long as any of the Securities or Guarantees
                  are "restricted securities" (as defined in Rule 144 under the
                  1933 Act), the Company and the Guarantors will not resell or
                  otherwise transfer, and will not permit any of their
                  respective subsidiaries or other Affiliates to resell or
                  otherwise transfer, any of the Securities that have been
                  reacquired by any of them.

         SECTION 7. Indemnification.

         (a) Indemnification of Initial Purchasers. The Company and the
Guarantors, jointly and severally, agree to indemnify and hold harmless each
Initial Purchaser and each person, if


                                       21
<PAGE>

any, who controls any Initial Purchaser within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act as follows:

                           (i) against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, arising out of any
                  untrue statement or alleged untrue statement of a material
                  fact contained in the Preliminary Memorandum or the Final
                  Memorandum (or any amendment or supplement thereto), or the
                  omission or alleged omission therefrom of a material fact
                  required to be stated therein or necessary in order to make
                  the statements therein, in the light of the circumstances
                  under which they were made, not misleading;

                           (ii) against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, to the extent of
                  the aggregate amount paid in settlement of any litigation, or
                  any investigation or proceeding by any governmental agency or
                  body, commenced or threatened, or of any claim whatsoever
                  based upon any such untrue statement or omission, or any such
                  alleged untrue statement or omission; provided that (subject
                  to Section 7(d) below) any such settlement is effected with
                  the written consent of the Company; and

                           (iii) against any and all expense whatsoever, as
                  incurred (including the fees and disbursements of counsel
                  chosen by Wachovia), reasonably incurred in investigating,
                  preparing or defending against any litigation, or any
                  investigation or proceeding by any governmental agency or
                  body, commenced or threatened, or any claim whatsoever based
                  upon any such untrue statement or omission, or any such
                  alleged untrue statement or omission, to the extent that any
                  such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Initial Purchaser through Wachovia expressly for use in the Preliminary
Memorandum or the Final Memorandum (or any amendment or supplement thereto); and
provided, further, that this indemnity agreement with respect to the Preliminary
Memorandum shall not inure to the benefit of any Initial Purchaser from whom the
person asserting any such losses, liabilities, claims, damages or expenses
purchased Securities, or any person controlling such Initial Purchaser, if a
copy of the Final Memorandum (as then amended or supplemented if the Company
shall have furnished any such amendments or supplements thereto, but excluding
documents incorporated or deemed to be incorporated by reference therein) was
not sent or given by or on behalf of such Initial Purchaser to such person, if
such is required by law, at or prior to the written confirmation of the sale of
such Securities to such person and if the Final Memorandum (as so amended or
supplemented, if applicable) would have corrected the defect giving rise to such
loss, liability, claim, damage or expense, except that this proviso shall not be
applicable if such defect shall have been corrected in a document which is
incorporated or deemed to be incorporated by reference in the Final Memorandum.

         (b) Indemnification of Company and Guarantors. Each Initial Purchaser
severally agrees to indemnify and hold harmless the Company, each Guarantor and
each person, if any,



                                       22
<PAGE>

who controls the Company or any Guarantor within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this Section 7, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Preliminary
Memorandum or Final Memorandum (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Company by such Initial Purchaser through Wachovia expressly for use in the
Preliminary Memorandum or Final Memorandum (or any amendment or supplement
thereto).

         (c) Actions Against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 7(a) above,
counsel to the indemnified parties shall be selected by Wachovia, and, in the
case of parties indemnified pursuant to Section 7(b) above, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 7 or Section
8 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

         (d) Settlement Without Consent if Failure to Reimburse. If at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 7(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement. The obligations of the Company and the Guarantors under this
paragraph are joint and several.


                                       23
<PAGE>

         SECTION 8. Contribution. If the indemnification provided for in Section
7 hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantors on the one hand and the Initial Purchasers on the other hand from the
offering of the Securities pursuant to this Agreement or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company and the Guarantors on the
one hand and of the Initial Purchasers on the other hand in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.

         The relative benefits received by the Company and the Guarantors on the
one hand and the Initial Purchasers on the other hand in connection with the
offering of the Securities pursuant to this Agreement shall be deemed to be in
the same respective proportions as the total net proceeds from the offering of
the Securities pursuant to this Agreement (before deducting expenses) received
by the Company and the Guarantors and the total discounts and commissions
received by the Initial Purchasers, in each case as set forth in Schedule C
hereto, bear to the aggregate initial offering price of the Securities as set
forth on Schedule C hereto.

         The relative fault of the Company and the Guarantors on the one hand
and the Initial Purchasers on the other hand shall be determined by reference
to, among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or any of the Guarantors or by the
Initial Purchasers and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

         The Company, each Guarantor and the Initial Purchasers agree that it
would not be just and equitable if contribution pursuant to this Section 8 were
determined by pro rata allocation (even if the Initial Purchasers were treated
as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this
Section 8. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
8 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 8, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities purchased by it pursuant to this Agreement
and distributed to investors were offered to investors exceeds the amount of any
damages which such Initial Purchaser has otherwise been required to pay by
reason of any such untrue or alleged untrue statement or omission or alleged
omission.



                                       24
<PAGE>

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 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, if any, who controls an
Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act shall have the same rights to contribution as such Initial
Purchaser, and each person, if any, who controls the Company or any Guarantor
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
shall have the same rights to contribution as the Company. The Initial
Purchasers' respective obligations to contribute pursuant to this Section 8 are
several in proportion to the principal amount of Securities set forth opposite
their respective names in Schedule B hereto and not joint. The obligations of
the Company and the Guarantor to contribute pursuant to this Section 8 are joint
and several.

         SECTION 9. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company or any of its
subsidiaries submitted pursuant hereto, shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of any Initial
Purchaser or controlling person, or by or on behalf of the Company or any of the
Guarantors, and shall survive delivery of the Securities to the Initial
Purchasers.

         SECTION 10. Termination of Agreement.

         (a) Termination; General. Wachovia may terminate this Agreement, by
notice to the Company, at any time at or prior to Closing Time (i) if there has
been, since the time of execution of this Agreement or since the respective
dates as of which information is given in the Final Memorandum, any material
adverse change in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of
business, or (ii) if there has occurred any material adverse change in the
financial markets in the United States or the international financial markets,
any outbreak of hostilities or escalation thereof or other calamity or crisis or
any change or development involving a prospective change in national or
international political, financial or economic conditions, in each case the
effect of which is such as to make it, in the judgment of Wachovia,
impracticable or inadvisable to market the Securities or to enforce contracts
for the sale of the Securities, or (iii) if trading in any securities of the
Company has been suspended or materially limited by the Commission or the Nasdaq
Stock Market's National Market, or if trading generally on the American Stock
Exchange or the New York Stock Exchange or in the Nasdaq Stock Market's National
Market has been suspended or materially limited, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices have been required, by
any of said exchanges or by such system or by order of the Commission, the
National Association of Securities Dealers, Inc. or any other governmental
authority, or (iv) if a banking moratorium has been declared by either Federal
or New York authorities.

         (b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in



                                       25
<PAGE>

Section 4 hereof, and provided further that Sections 1, 7, 8 and 9 shall survive
such termination and remain in full force and effect.

         SECTION 11. Default by One of the Initial Purchasers. If one of the
Initial Purchasers shall fail at Closing Time to purchase the Securities that it
is obligated to purchase under this Agreement (the "Defaulted Securities"),
Wachovia shall have the right, within 24 hours thereafter, to make arrangements
for the non-defaulting Initial Purchaser, or any other initial purchasers, to
purchase all, but not less than all, of the Defaulted Securities in such amounts
as may be agreed upon and upon the terms herein set forth; if, however, Wachovia
shall not have completed such arrangements within such 24-hour period, then:

         (a)      if the number of Defaulted Securities does not exceed 10% of
                  the aggregate principal amount of Securities to be purchased
                  on such date, the non-defaulting Initial Purchaser shall be
                  obligated to purchase the full amount thereof, or

         (b)      if the number of Defaulted Securities exceeds 10% of the
                  aggregate principal amount of Securities to be purchased
                  hereunder, this Agreement shall terminate without liability on
                  the part of the non-defaulting Initial Purchaser.

         No action taken pursuant to this Section shall relieve any defaulting
Initial Purchaser from liability in respect of its default.

         In the event of any such default that does not result in a termination
of this Agreement, either Wachovia or the Company shall have the right to
postpone Closing Time for a period not exceeding seven days in order to effect
any required changes in the Final Memorandum or in any other documents or
arrangements. As used herein, the term "Initial Purchaser" includes any person
substituted for an Initial Purchaser under this Section 11.

         SECTION 12. Tax Disclosure. Notwithstanding any other provision of this
Agreement, immediately upon commencement of discussions with respect to the
transactions contemplated hereby, the Company and each Guarantor (and each
employee, the Initial Purchasers or other agent of the Company and such
Guarantor) may disclose to any and all persons, without limitation of any kind,
the tax treatment and tax structure of the transactions contemplated by this
Agreement and all materials of any kind (including opinions or other tax
analyses) that are provided to the Company and such Guarantor relating to such
tax treatment and tax structure. For purposes of the foregoing, the term "tax
treatment" is the purported or claimed federal income tax treatment of the
transactions contemplated hereby, and the term "tax structure" includes any fact
that may be relevant to understanding the purported or claimed federal income
tax treatment of the transactions contemplated hereby.

         SECTION 13. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to any Initial
Purchaser shall be directed to it c/o Wachovia Capital Markets, LLC, 12 East
49th Street, New York, New York 10017, attention High Yield Capital Markets; and
notices to the Company and the Guarantors shall be directed to it at 3038 Sidco
Drive, Nashville, Tennessee 37204, attention of Chief Financial Officer.



                                       26
<PAGE>

         SECTION 14. Parties. This Agreement shall inure to the benefit of and
be binding upon the Initial Purchasers, the Guarantors and the Company and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the Initial Purchasers, the Guarantors and the Company and their respective
successors and the controlling persons referred to in Sections 7 and 8, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein contained. This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the
Initial Purchasers and the Company, the Guarantors and their respective
successors, and said controlling persons, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from any Initial
Purchaser shall be deemed to be a successor by reason merely of such purchase.

         SECTION 15. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK
CITY TIME.

         SECTION 16. Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.



                            [SIGNATURE PAGE FOLLOWS]














                                       27

<PAGE>
         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company and the Guarantors a
counterpart hereof, whereupon this instrument, along with all counterparts, will
become a binding agreement between the Initial Purchasers, the Company and the
Guarantors in accordance with its terms.

                                        Very truly yours,

                                        O'CHARLEY'S INC.


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

                                        AIR TRAVEL SERVICES, INC.


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

                                        DFI, INC.


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


                                        O'CHARLEY'S FINANCE COMPANY, INC.


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


                                        O'CHARLEY'S MANAGEMENT COMPANY, INC.

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



                                       28

<PAGE>



                                       O'CHARLEY'S RESTAURANT PROPERTIES, LLC


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

                                       O'CHARLEY'S SERVICE COMPANY, INC.


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

                                       O'CHARLEY'S SPORTS BAR, INC.


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

                                       OCI, INC.


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

                                       OPI, INC.


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

                                       99 COMMISSARY, LLC


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


                                       29
<PAGE>

                                       99 RESTAURANTS, LLC


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

                                       99 RESTAURANTS OF BOSTON, LLC


                                       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

                                       By:  99 WEST, INC., its Sole Member


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

                                       99 WEST, INC.


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

                                       STONEY RIVER MANAGEMENT COMPANY, INC.


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


                                       30
<PAGE>

                                       STONEY RIVER LEGENDARY MANAGEMENT, L.P.

                                       By:  STONEY RIVER, LLC, its General
                                            Partner

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

                                       STONEY RIVER, LLC


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




CONFIRMED AND ACCEPTED,
  as of the date first above written:


WACHOVIA CAPITAL MARKETS, LLC



By: /s/
    ---------------------------------
          Authorized Signatory




MORGAN JOSEPH & CO. INC.


By: /s/
    ---------------------------------
          Authorized Signatory






                                       31
<PAGE>

                                   SCHEDULE A


                               List of Guarantors


1.       Air Travel Services, Inc., a Tennessee corporation

2.       DFI, Inc., a Tennessee corporation

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

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

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

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

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

8.       OCI, Inc., a Delaware corporation

9.       OPI, Inc., a Colorado corporation

10.      99 Commissary, LLC, a Delaware limited liability company

11.      99 Restaurants, LLC, a Delaware limited liability company

12.      99 Restaurants of Boston, LLC, a Delaware limited liability company

13.      99 Restaurants of Massachusetts, a Massachusetts Business Trust

14.      99 Restaurants of Vermont, LLC, a Vermont limited liability company

15.      99 West, Inc., a Massachusetts corporation

16.      Stoney River Management Company, Inc., a Delaware corporation

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

18.      Stoney River, LLC, a Delaware limited liability company





                                    Sch A-1
<PAGE>
                                   SCHEDULE B

<TABLE>
<CAPTION>
Name of Initial Purchasers:                       Principal Amount of Securities:
--------------------------                        ------------------------------
<S>                                               <C>
Wachovia Capital Markets, LLC                                 $113,000,000

Morgan Joseph & Co. Inc.                                      $ 12,000,000
                                                              ------------
                                           Total:             $125,000,000
</TABLE>















                                    Sch B-1



<PAGE>
                                   SCHEDULE C



         1. The initial offering price of the Securities shall be 100% of the
principal amount thereof, plus accrued interest, if any, from November 4, 2003.

         2. The purchase price to be paid by the Initial Purchasers for the
Securities shall be 98.318% of the principal amount thereof.

         3. For purposes of the second paragraph of Section 8 of the Purchase
Agreement to which this Schedule C is attached, the total net proceeds from the
offering of the Securities are $122,897,500, the total discounts and commissions
received by the Initial Purchasers are $2,102,500 and the aggregate initial
offering price of the Securities is $125,000,000.












                                    Sch C-1
<PAGE>
                                   SCHEDULE D

                           Subsidiaries of the Company

<TABLE>
<CAPTION>
                     Name                          Jurisdiction of Organization               Type of Entity
                     ----                          ----------------------------               --------------
<S>                                                <C>                                  <C>
Air Travel Services, Inc.                                    Tennessee                         Corporation
DFI, Inc.                                                    Tennessee                         Corporation
O'Charley's Finance Company, Inc.                            Tennessee                         Corporation
O'Charley's Management Company, Inc. ("OCMC")                Tennessee                         Corporation
O'Charley's Restaurant Properties, LLC                       Delaware                   Limited Liability Company
O'Charley's Service Company, Inc.                            Tennessee                         Corporation
O'Charley's Sports Bar, Inc.                                  Alabama                          Corporation
OCI, Inc.                                                    Delaware                          Corporation
OPI, Inc.                                                    Colorado                          Corporation
Stoney River, LLC                                            Delaware                   Limited Liability Company
Stoney River Legendary Management, L.P.                       Georgia                      Limited Partnership
("Stoney River")
Stoney River Management Company, Inc. ("SRMC")               Delaware                          Corporation
SRLS LLC 5001*                                               Delaware                   Limited Liability Company
SRLS LLC 5002*                                               Delaware                   Limited Liability Company
SRLS LLC 5003*                                               Delaware                   Limited Liability Company
SRLS LLC 5004*                                               Delaware                   Limited Liability Company
SRLS LLC 5005                                                Delaware                   Limited Liability Company
SRLS LLC 5006*                                               Delaware                   Limited Liability Company
</TABLE>

-----------------------

*   The Company owns, directly or through wholly-owned subsidiaries, a 94%
    membership interest in each of these subsidiaries and the Company or one of
    its wholly-owned subsidiaries is the manager of each of these subsidiaries.




                                    Sch D-1


<PAGE>

<TABLE>
<S>                                                        <C>                         <C>
99 Commissary, LLC                                           Delaware                   Limited Liability Company
99 Restaurants of Massachusetts, a                         Massachusetts               Massachusetts Business Trust
Massachusetts Business Trust
99 Restaurants of Vermont, LLC                                Vermont                   Limited Liability Company
99 Restaurants, LLC                                          Delaware                   Limited Liability Company
99 Restaurants of Boston, LLC                                Delaware                   Limited Liability Company
99 West, Inc.                                              Massachusetts                       Corporation
</TABLE>



                                    Sch D-2