<PAGE>   1
                                                                   Exhibit 10.16



                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

                          DATED AS OF DECEMBER 8, 1997

                                      AMONG

                                O'CHARLEY'S INC.

                                       AND

                      MERCANTILE BANK NATIONAL ASSOCIATION,

                                 BANK ONE, N.A.,

                           FIRST UNION NATIONAL BANK,

                   NATIONSBANK OF TENNESSEE, N.A., AS CO-AGENT

                                       AND

                          FIRST AMERICAN NATIONAL BANK,
                                    AS AGENT


<PAGE>   2


                                O'CHARLEY'S INC.

                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
                          DATED AS OF DECEMBER 8, 1997

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
1. DEFINITIONS.................................................................1


2. THE LOAN....................................................................7
         2.1 The Commitments...................................................7
         2.2 Disbursement of the Loans.........................................8
         2.3 Upfront Fee......................................................10
         2.4 Facility Fee.....................................................10
         2.5 The Agent's Fee..................................................10
         2.6 Reduction of Commitment..........................................10
         2.7 Interest Rate and Payments of Interest...........................11
         2.8 Payments to the Agent............................................11
         2.9 Extension of Loan Termination Date...............................12
         2.10 Alternate Rate of Interest......................................12
         2.11 Change in Circumstances.........................................13
         2.12 Change in Legality..............................................14
         2.13 Letters of Credit...............................................14


3. CONDITIONS PRECEDENT.......................................................15
         3.1 Documents Required for the Closing...............................15
         3.2 Conditions Precedent for Subsequent Disbursements................16
         3.3 Legal Matters....................................................17


4. REPRESENTATIONS AND WARRANTIES.............................................17
         4.1 Original.........................................................17
         4.2 Survival.........................................................19


5. THE BORROWER'S COVENANTS...................................................20
         5.1 Affirmative Covenants............................................20
         5.2 Negative Covenants...............................................22


6. DEFAULT....................................................................25
         6.1 Events of Default................................................25
         6.2 Acceleration.....................................................26
         6.3 Remedies.........................................................27


7. THE AGENT..................................................................27
</TABLE>




<PAGE>   3

<TABLE>
<S>                                                                           <C>
         7.1 Authorization....................................................27
         7.2 Standard of Care.................................................27
         7.3 No Waiver of Rights..............................................28
         7.4 Payments.........................................................28
         7.5 Indemnification..................................................28
         7.6 Exculpation......................................................28
         7.7 Credit Investigation.............................................29
         7.8 Resignation......................................................29
         7.9 Proration of Payments............................................29
         7.10 No Liability For Errors.........................................30
         7.11 Offset..........................................................30


8. MISCELLANEOUS..............................................................30
         8.1 Construction.....................................................30
         8.2 Further Assurance................................................30
         8.3 Enforcement and Waiver by the Banks..............................31
         8.4 Expenses of the Agent............................................31
         8.5 Notices..........................................................31
         8.6 Waiver and Release...............................................32
         8.7 Indemnification..................................................33
         8.8 Assignment/Participations........................................33
         8.9 Applicable Laws..................................................34
         8.10 Binding Effect, Assignment and Entire Agreement.................34
         8.11 Severability....................................................34
         8.12 Counterparts....................................................34
         8.13 Seal............................................................34
         8.14 Venue...........................................................34
         8.15 Waiver of Jury Trial............................................34
</TABLE>



<PAGE>   4


                         LIST OF SCHEDULES AND EXHIBITS

<TABLE>
<S>            <C>
Schedule I     Table for Calculation of Interest Rates and Commitment Fees
Exhibit A     Permitted Liens
Exhibit B     List of Fee Owned Restaurants
Exhibit C     Subordinated Indebtedness
Exhibit D     Form Note
Exhibit E     State(s) of Incorporation of Subsidiaries
Exhibit F     States in which Borrower and Subsidiaries are Qualified to Transact Business
Exhibit G     Stock Ownership
Exhibit H     Changes in Name, Principal Office, etc.
Exhibit I     Addresses of Offices of Borrower and Subsidiary
Exhibit J     Pending Litigation
Exhibit K     Compliance with Laws
Exhibit L     Existing Indebtedness
Exhibit M     Leased Restaurant Facilities
Exhibit N     Existing Investments
Exhibit O     Insider Loans
Exhibit P     Existing Sale/Leaseback Transactions
Exhibit Q     Affiliated Transactions
Exhibit R     Taylor Litigation Settlement Agreement
</TABLE>



<PAGE>   5


                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


         THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made and
entered into as of this 8th day of December, 1997, by and among O'Charley's Inc.
(the "Borrower"), each of the undersigned Banks, NationsBank of Tennessee, N.A.,
individually and as Co-Agent, and First American National Bank (the "Agent"),
individually and as Agent for the Banks.

                              W I T N E S S E T H:

         WHEREAS, pursuant to the terms of an Amended and Restated Revolving
Credit Agreement dated as of November 22, 1996 (the "Original Loan Agreement"),
by and between the Agent and the Banks (excluding First Union National Bank),
the Banks agreed to loan to the Borrower amounts not exceed $70,000,000, on a
revolving loan basis; and,

         WHEREAS, Borrower has requested that the Agent and the Banks (including
First Union National Bank) increase the aggregate amount of the Loans available
to the Borrower from $70,000,000 to $100,000,000, and the Agent and the Banks
have agreed to such increase, subject to execution by Borrower, the Agent and
the Banks of this Amended and Restated Revolving Credit Agreement,

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and obligations herein contained, and each intending to be legally
bound hereby, the parties hereto hereby agree to amend and restate the Original
Loan Agreement as follows:

                                 1. DEFINITIONS

         As used herein:

         "Accounts", "Chattel Paper", "Contracts", "Contract Rights",
"Documents", "Equipment", "Fixtures", "General Intangibles", "Goods",
"Instruments" and "Inventory" shall have the same respective meanings as are
given to those terms in the UCC.

         "Adjusted Debt to Capitalization Ratio" means the Borrower's Funded
Debt plus eight (8) times the applicable Operating Lease Expense divided by
Funded Debt plus Net Worth plus eight (8) times the applicable Operating Lease
Expense.

         "Affiliates" means as to any Person (a) any Person which, directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with such Person, or (b) any Person who is a director or
executive officer (i) of such Person, (ii) of any Subsidiary of such Person or
(iii) of any Person described in clause (a) above. For purposes of this
definition, "control" of a Person shall mean the power, direct or indirect, (i)
to vote or direct the voting of more than ten percent (10%) of the outstanding
shares of voting stock of such Person, or (ii) to direct or cause the direction
of the management and policies of such Person whether by contract or otherwise.
In no event shall any of the Banks be deemed to be Affiliates of the Borrower.

         "Agent" means First American National Bank in its capacity as agent for
the Banks pursuant to Section 7 hereof, and not in its individual capacity as a
Bank, and any successor Agent appointed pursuant to Section 7.



                                       1


<PAGE>   6

        "Agreement" means this Amended and Restated Revolving Credit Agreement,
as it may be amended, restated, renewed or extended from time to time.

         "Applicable Index Margin" means fifty basis points (.50%).

         "Applicable LIBOR Margin" means the Applicable Margin calculated in
accordance with the table set forth in Schedule I to this Agreement.

         "Bank" means each Bank listed on the signature pages of this Agreement
and their respective successors and assigns, including the Agent and Co-Agent in
each entity's individual capacity as a Bank, and "Banks" means all of such Banks
collectively.

         "Borrowing Notice" means the Borrowing Notice delivered by Borrower in
accordance with Section 2.2 of this Agreement.

         "Business Day" means any day on which the state banks and national
banking associations in Nashville, Tennessee are open for the conduct of
ordinary business.

         "Closing" means the valid execution and delivery of the Notes and Loan
Documents to the Agent, or as the Banks otherwise direct.

         "Co-Agent" means NationsBank of Tennessee, N.A.

         "Commitment" means the respective obligation of each Bank, which is
several and not joint, to extend credit to the Borrower as set forth in Section
2.1 of this Agreement.

         "Commitment Percentage" means each Bank's respective percentage of the
Total Commitments as set forth in Section 2.1 of this Agreement.

         "Current Liabilities" means, at any time, all liabilities that, in
accordance with generally-accepted accounting principles, consistently applied,
should be classified as current liabilities on the balance sheet of the
Borrower.

         "Default Rate" means the rate which is the lesser of (i) the rate which
is three percent (3%) per annum in excess of the applicable interest rate
payable on the Loans, or (ii) the Maximum Rate.

         "EBITDA" means net earnings before interest expense, taxes,
depreciation, and amortization expense, less any extraordinary income generated
from nonrecurring events or from events not directly related to restaurant
operations.

         "Environmental Laws" means the Comprehensive Environmental Response,
Compensation, and Liability Act (CERCLA) and the Superfund Amendments and
Reauthorization Act (SARA); the Resource Conversation and Recovery Act (RCRA);
the Emergency Planning and Community Right to Know Act; the Clean Water Act
(Federal Water Pollution Control Act); the Safe Drinking Water Act; the Clean
Air Act; the Surface Mining Control and Reclamation Act; the Coastal Zone
Management Act; the Noise Control Act; the Occupational Safety and Health Act;
the Toxic Substances Control Act (TSCA); the Federal Insecticide, Fungicide and
Rodenticide Act (FIFRA); any so-called "Superfund" or "Superlien" law; or any
other federal, state or local statute, law, ordinance, code, rule regulation,
order, decree or other requirements of any governmental body



                                       2
<PAGE>   7

regulating, relating to or imposing liability or standards of conduct concerning
any Hazardous Materials or toxic or dangerous chemical, waste, substance or
material.

         "Eurodollar Interest Period" means, with respect to a Eurodollar Loan,
a period of 1, 2, 3, or 6 months commencing on a Business Day selected by
Borrower and designated in the Borrowing Notice, pursuant to Section 2.2 of this
Agreement. Such Eurodollar Interest Period shall end on the day in the last
calendar month of such period chosen by Borrower which corresponds numerically
to the beginning day of such Eurodollar Interest Period, provided, however, that
if there is no such numerically corresponding day in such month, such Eurodollar
Interest Period shall end on the last Business Day of such month. If the
Eurodollar Interest Period would otherwise end on a day which is not a Business
Day, such Eurodollar Interest Period shall end on the next succeeding Business
Day, provided, however, that if said next succeeding Business Day falls in a new
month, such Eurodollar Interest Period shall end on the immediately preceding
Business Day. Borrower may not elect any Eurodollar Interest Period that ends
later than the Loan Termination Date. Interest shall accrue from and including
the first day of a Eurodollar Interest Period to, but excluding the last day of
such Eurodollar Interest Period.

         "Eurodollar Liabilities" has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

         "Eurodollar Loan" means any Loan which bears interest based on the
LIBOR Rate.

         "Eurodollar Rate Reserve Percentage" means the reserve percentage
applicable during any Eurodollar Interest Period (or if more than one such
percentage shall be so applicable, the daily average of such percentages for
those days in such Eurodollar Interest Period during which any such percentage
shall be so applicable) under regulations issued from time to time by the Board
of Governors of the Federal Reserve System (or any successor) for determining
the maximum reserve requirements (including, without limitation, any emergency,
supplemental, or other marginal reserve requirement) for any Bank with respect
to liabilities or assets consisting of or including Eurodollar Liabilities
having a term equal to such Eurodollar Interest Period.

         "Event of Default" has the meaning set forth in Section 6.1.

         "Facility A" means the $70,000,000 revolving line of credit facility
described in Section 2.1.

         "Facility B" means the $30,000,000 revolving line of credit facility
described in Section 2.1.

         "Financial Statements" means the balance sheet of the Borrower dated as
of October 5, 1997, and the statements of income and retained earnings of the
Borrower for the years or months ended on such date.

         "Fixed Charges Coverage Ratio" means Borrower's EBITDA plus Rental
Expense divided by Rental Expense plus Proforma CMLTD plus interest expense.

         "Floating Rate Loan" means any Loan which bears interest based on the
Index Rate.

         "Funded Debt" means all indebtedness for money borrowed, purchase money
mortgages, capitalized leases, conditional sales contracts and similar title
retention debt instruments, including any current maturities of such
indebtedness. This calculation shall include all Funded Debt of other entities
or persons which has been guaranteed by the Borrower, or which is supported by a
letter of


                                       3
<PAGE>   8

credit issued for the account of the Borrower. All outstanding standby
letters of credit issued for the account of the Borrower shall be excluded in
the Funded Debt definition. Funded Debt shall exclude those letters of credit
providing credit enhancement for obligations already counted in the Funded Debt
definition.

         "Funded Debt to EBITDA Ratio" means Borrower's Funded Debt divided by
EBITDA.

         "GAAP" means generally accepted accounting principles, consistently
applied.

         "Hazardous Materials" means any hazardous, toxic or dangerous chemical,
substance, waste or material defined as such in any of the Environmental Laws.

         "Indebtedness" means, as to the Borrower or any Subsidiary, all items
of indebtedness, obligation or liability, whether matured or unmatured,
liquidated or unliquidated, direct or contingent, joint or several, including
without limitation:

         (A) All indebtedness guaranteed, directly or indirectly, in any manner,
or endorsed (other than for collection or deposit in the ordinary course of
business) or discounted with recourse;

         (B) All indebtedness in effect guaranteed, directly or indirectly,
through agreements, contingent or otherwise: (1) to purchase such indebtedness;
or (2) to purchase, sell or lease (as lessee or lessor) property, products,
materials or supplies or to purchase or sell services, primarily for the purpose
of enabling the debtor to make payment of such indebtedness or to assure the
owner of the indebtedness against loss; or (3) to supply funds to or in any
other manner invest in the debtor;

         (C) All indebtedness secured by (or for which the holder of such
indebtedness has a right, contingent or otherwise, to be secured by) any
mortgage, deed of trust, pledge, lien, security interest or other charge or
encumbrance upon property owned or acquired subject thereto, whether or not the
liabilities secured thereby have been assumed; and

         (D) All indebtedness incurred as the lessee of goods or services under
leases that, in accordance with GAAP, should not be reflected on the Borrower's
or any Subsidiary's balance sheet.

         "Index Rate" means the reference or base rate established by the Agent
from time to time as the Index Rate for the Agent.

         "Laws" means all ordinances, statutes, rules, regulations, orders,
injunctions, writs or decrees of any government or political subdivision or
agency thereof, or any court or similar entity established by any thereof.

         "LIBOR Rate" means, with respect to any Eurodollar Loan, the interest
rate per annum (rounded upward, if necessary, to the next higher 1/100 of 1%),
at which dollar deposits approximately equal in the principal amount to the
applicable Eurodollar Loan and with a maturity comparable to the applicable
Eurodollar Interest Period are offered to first class banks in immediately
available funds in the London Interbank Market for U.S. Dollar Deposits at
approximately 12:00 Noon, Nashville time, two (2) Business Days prior to the
commencement of the applicable Eurodollar Interest Period, to be effective on
the date of commencement of the applicable Eurodollar Interest Period, as
determined by Agent, pursuant to the TELERATE reporting system.




                                       4
<PAGE>   9

         "Loan" means any funds which any Bank has advanced or will advance to
the Borrower on a revolving basis pursuant to its Commitment under Facility A or
Facility B, and shall include advances in the form of letters of credit issued
in accordance with the terms of this Agreement, and "Loans" means all such
advances by all Banks up to the aggregate amount of One Hundred Million and
00/100 Dollars ($100,000,000.00).

         "Loan Documents" means this Agreement, the Notes, and any other
document executed or delivered by or on behalf of the Borrower or any Subsidiary
evidencing or securing the Obligations.

         "Loan Termination Date" means the earlier of (i) the occurrence of an
Event of Default which is not waived by the Agent in accordance with the terms
of this Agreement, or (ii) November 30, 2000, in the case of Facility A, or
December 7, 1998, in the case of Facility B (or such later date as may be agreed
to by the Banks pursuant to Section 2.9 of this Agreement).

         "Long-Term Debt" means that portion of Total Liabilities (including
capitalized leases) which constitute obligations for borrowed money and which
are not classified as Current Liabilities in accordance with generally-accepted
accounting principles consistently applied.

         "Majority Banks" means Banks holding at least sixty-six and two-thirds
percent (66 2/3%) of the then aggregate unpaid principal amounts of the Notes
held by the Banks, or if no such principal amounts are outstanding, Banks having
at least sixty-six and two-thirds percent (66 2/3%) of the Total Commitments.
For purposes of determining the Majority Banks, $66,667,000.00 shall be deemed
to be 66 2/3% of the Total Commitments.

         "Maximum Rate" means the maximum rate of interest permitted to be
charged by Agent under applicable laws in effect from time to time.

         "Net Worth" means the sum of Stockholders' Equity, and, to the extent
not included in Stockholders' Equity, preferred stock and debt convertible to
capital stock of Borrower which is fully subordinated to the satisfaction of
Banks, plus minority interests.

         "Note" means a promissory note or notes substantially in the form of
Exhibit D attached hereto, duly executed and delivered to the Agent by Borrower
and payable to the order of a Bank in the amount of its Commitment, including
any amendment, modification, renewal, extension, or replacement thereof, and
"Notes" means the Notes of each of the Banks collectively.

         "Obligations"  means the obligation of the Borrower:

         (A) To pay the principal of and interest on the Notes in accordance
with the terms thereof and to satisfy all of its other liabilities to the Banks
hereunder, including, without limitation, obligations evidenced by applications
for letters of credit and other documents or instruments executed by Borrower in
connection with the issuance of letters of credit, whether now existing or
hereafter incurred, matured or unmatured, direct or contingent, joint or
severally, including any extensions, modifications, and renewals thereof and
substitutions therefore;

         (B) To repay to the Banks all amounts advanced by the Banks hereunder
or otherwise on behalf of the Borrower; and

         (C) To reimburse the Agent, on demand, for all of the Agent's
reasonable expenses and costs, including the reasonable fees and expenses of its
counsel, in connection with the enforcement


                                       5
<PAGE>   10

of this Agreement and the documents required hereunder, including, without
limitation, any proceeding brought or threatened to enforce payment of any of
the Obligations referred to in the foregoing paragraphs (A) and (B); and

         (D) To reimburse Agent for all legal costs and expenses incurred in
connection with the preparation of this Agreement and the other Loan Documents
and the consummation of the Loan transaction.

         "Operating Lease Expense" means the minimum future operating lease
payment as designated in the Borrower's audited financial statements for the
fiscal year applicable in the following sequences: for the compliance
certificate due to the Agent in March (fiscal year end) and for the certificates
due in May, August and November (fiscal quarter ends), the appropriate minimum
future operating lease payment amount shall be the one designated in the most
recent audited financial statements for the specific year in which the
certificate is due.

         "Permitted Liens" means:

         (A) Liens described on Exhibit A hereof;

         (B) Liens for taxes, assessments, or similar charges, incurred in the
ordinary course of business that are not yet delinquent;

         (C) Pledges or deposits made in the ordinary course of business to
secure payment of workmen's compensation, or to participate in any fund in
connection with workmen's compensation, unemployment insurance, old-age pensions
or other social security programs;

         (D) Liens of mechanics, materialmen, warehousemen, carriers, or other
like liens, securing obligations incurred in the ordinary course of business
that are not yet due and payable;

         (E) Good faith pledges or deposits made in the ordinary course of
business to secure performance of bids, tenders, contracts (other than for the
repayment of borrowed money) or leases, not in excess of ten percent (10%) of
the aggregate amount due thereunder;

         (F) Encumbrances consisting of zoning restrictions, easements or other
similar use restrictions relating to the use of the Real Property that exist as
of the date hereof, and any such encumbrances that arise after the date hereof
that do not materially impair the use of the Real Property by the Borrower or
any Subsidiary in the operations of its business, and that are not violated in
any material respect by existing or proposed structures or land use; and

         (G) Liens in favor of the Banks and/or Agent, or otherwise permitted by
the Majority Banks under Section 5.2(B).

         "Person" means any individual, corporation, partnership, association,
joint-stock company, estate, trust, unincorporated organization, joint venture,
court or government or political subdivision or agency thereof.

         "Proforma CMLTD" means proforma current maturities of Long Term Debt
compiled in accordance with GAAP for the four (4) fiscal quarters immediately
following the specified period.



                                       6
<PAGE>   11

         "Real Property" means the fee owned O'Charley's Restaurants listed on
Exhibit B attached hereto and made a part hereof, together with all future fee
owned O'Charley's Restaurants developed by the Borrower during the term of this
Agreement.

         "Records" means correspondence, memoranda, tapes, books, discs, paper,
magnetic storage and other documents or information of any type, whether
expressed in ordinary or machine language.

         "Rental Expense" means actual rental expenses paid on all operating
leases for the specified period.

         "Stockholders' Equity" means, at any time, the aggregate of the
Subordinated Indebtedness plus the sum of the following accounts set forth in a
consolidated balance sheet of the Borrower and its Subsidiaries, prepared in
accordance with GAAP: (A) the par or stated value of all outstanding capital
stock; (B) capital surplus; and (C) retained earnings.

         "Subordinated Indebtedness" means all Indebtedness incurred at any time
by the Borrower or any Subsidiary, the repayment of which is fully subordinated
to the Loans in form and manner satisfactory to the Banks. All existing
Subordinated Indebtedness is described in Exhibit C attached hereto.

         "Subsidiary" means any corporation of which more than fifty percent
(50%) of the outstanding voting securities shall, at the time of determination,
be owned directly, or indirectly through one or more intermediaries, by the
Borrower.

         "Total Commitments" means the aggregate of the several Commitments of
the Banks in the principal amount of up to One Hundred Million and 00/100
Dollars ($100,000,000.00), as set forth in Section 2 of this Agreement,
including the aggregate of the several Commitments as they may be reduced from
time to time.

         "Total Liabilities" means all Indebtedness that, in accordance with
GAAP, should be classified as liabilities on a consolidated balance sheet of the
Borrower and its Subsidiaries.

         "UCC" means the Uniform Commercial Code as in effect on the date hereof
in the State of Tennessee, as it may be amended from time to time; provided that
if by reason of mandatory provisions of law, the perfection or the effect of
perfection or non-perfection of a security interest in any Collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction other
than Tennessee, "UCC" means the Uniform Commercial Code as in effect in such
other jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection.


                                  2. THE LOAN


     2.1 The Commitments.

         (A) The Borrower, the Agent and the Banks hereby agree that the terms
of the Original Loan Agreement are hereby terminated and replaced with the terms
and conditions set forth in this Agreement. Subject to the terms and conditions
of and relying on the representations, warranties and covenants contained in
this Agreement, for a period ending on the respective Loan



                                       7
<PAGE>   12

Termination Date for each of Facility A and Facility B, each Bank agrees to fund
severally but not jointly to the Borrower up to the amount set out below
opposite their names, which for all of the Banks shall be the aggregate maximum
principal amount of up to One Hundred Million and 00/100 Dollars
($100,000,000.00). The maximum Commitment of each of the Banks and its
respective percentage of the Total Commitments (the "Commitment Percentage" of
each Bank) are as follows:


<TABLE>
<CAPTION>

         Bank                               Commitment Amount       Commitment Percentage
         ----                               -----------------       ---------------------
                                        Facility A    Facility B   Facility A  Facility B
                                        ----------    ----------   ----------  ----------
<S>                                     <C>           <C>          <C>         <C>
First American National Bank            $17,500,000   $7,500,000      25%         25%
NationsBank of Tennessee, N.A.          $17,500,000   $7,500,000      25%         25%
Mercantile Bank National Association    $10,500,000   $4,500,000      15%         15%
Bank One, N.A.                          $14,000,000   $6,000,000      20%         20%
First Union National Bank of            $10,500,000   $4,500,000      15%         15%
 Tennessee

</TABLE>


         (B) The Loans shall be evidenced by (i) the $17,500,000 Note of
Borrower to First American National Bank for Facility A and the $7,500,000 Note
of Borrower to First American National Bank for Facility B, (ii) the $17,500,000
Note of Borrower to NationsBank of Tennessee, N.A. for Facility A and the
$7,500,000 Note of Borrower to NationsBank of Tennessee, N.A. for Facility B,
(iii) the $10,500,000 Note of Borrower to Mercantile Bank National Association
for Facility A and the $4,500,000 Note of Borrower to Mercantile Bank National
Association for Facility B, (iv) the $14,000,000.00 Note of Borrower to Bank
One, N.A. for Facility A and the $6,000,000 Note of Borrower to Bank One, N.A.
for Facility B, and (v) the $10,500,000 Note of Borrower to First Union National
Bank for Facility A and the $4,500,000 Note of Borrower to First Union National
Bank for Facility B, which Notes are substantially in the form set forth in
Exhibit D attached hereto, with each Note payable in accordance with its terms.
The Borrower may obtain Loans, repay without penalty or premium (except that
Eurodollar Loans may only be prepaid at the end of the applicable Eurodollar
Interest Period) and reborrow hereunder, from the date of this Agreement until
the applicable Loan Termination Date either the full amount of the Total
Commitments, or any lesser sum which is (a) in the minimum amount of One Hundred
Thousand and 00/100 Dollars ($100,000.00) and in integral multiples of
$100,000.00 if in excess thereof for Floating Rate Loans, and (b) in the minimum
amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) and in integral
multiples of $500,000.00 if in excess thereof for Eurodollar Loans. Each of the
Loans hereunder shall be made by each Bank ratably in accordance with the ratio
that its respective Commitment Percentage bears to the amount of such Loan.

         (C) The Loans made hereunder may be either Eurodollar Loans, Floating
Rate Loans, or a combination thereof.

     2.2 Disbursement of the Loans.

         (A) The Borrower shall give the Agent irrevocable notice (a "Borrowing
Notice") not later than 10:00 a.m. Nashville time on the day of disbursement of
Loans (other than Eurodollar Loans), or 1:00 p.m. Nashville time three (3)
Business Days prior to any requested disbursement of a Eurodollar Loan. Each
Borrowing Notice shall be written and may be made by telecopier, telex or cable
in addition to the means set forth for giving notice in Section 8.5. Each
Borrowing Notice shall specify the requested date of such requested
disbursement, the aggregate amount of such disbursement, the type of Loan
(Floating Rate Loan or Eurodollar Loan), and if a Eurodollar Loan, the
designated Eurodollar Interest Period. Agent shall promptly provide each Bank
with copies of each Borrowing Notice. Not later than noon Nashville time on each
disbursement date, and subject


                                       8
<PAGE>   13

to the terms and conditions hereof, each Bank shall make available to the Agent
at Agent's address specified hereafter such Bank's ratable portion of such Loan
in accordance with its respective Commitment Percentage in funds immediately
available in Nashville. All requests for disbursements shall be first funded
under Facility A until all availability under Facility A is utilized and then
under Facility B. No Bank shall be required to advance funds under either
Facility A or Facility B in excess of such Bank's Commitment Percentage. The
Agent will credit the proceeds of the Loans to the Borrower's deposit account
with the Agent on the same Business Day on which the Agent receives the proceeds
of each Bank's advances. Each such Borrowing Notice shall obligate the Borrower
to accept the disbursement of the Loans requested thereby.

         (B) The Borrower shall have the right at any time, on prior irrevocable
written or telefaxed notice to the Agent, to convert any Floating Rate Loan into
a Eurodollar Loan, to convert a Eurodollar Loan into a Floating Rate Loan, or to
continue any Eurodollar Loan for a subsequent Eurodollar Interest Period
(specifying in each case the Eurodollar Interest Period to be applicable
thereto), subject in each case to the following:

              (1) The irrevocable notice to convert a Loan to a Eurodollar Loan,
or to continue a Eurodollar Loan, must be received by Agent not later than 1:00
p.m., Nashville time, three (3) days prior to the requested conversion date;

              (2) No Eurodollar Loan shall be converted or prepaid at any time
other than at the end of the Eurodollar Interest Period applicable thereto;

              (3) Each conversion shall be effected by applying the proceeds of
the new Eurodollar or Floating Rate Loan, as the case may be, to the Loan (or
portion thereof) being converted;

              (4) The number of Eurodollar Loans outstanding at any one time
shall not exceed eight (8).

         Each notice pursuant to this subsection shall be irrevocable and shall
refer to this Agreement and specify (i) the identity and principal amount of the
particular Loan that the Borrower requests to be converted or continued, (ii) if
such notice requests conversion, the date of conversion (which shall be a
Business Day), and (iii) if a Loan is to be converted to a Eurodollar Loan, or a
Eurodollar Loan is to be continued, the Eurodollar Interest Period with respect
thereto. In the event that the Borrower shall not give notice to continue any
Eurodollar Loan for a subsequent period, such Loan (unless repaid) shall
automatically be converted into a Floating Rate Loan. If the Borrower shall fail
to specify in the Borrowing Notice the type of borrowing, or, in the case of a
Eurodollar Loan, the applicable Eurodollar Interest Period, the Borrower will be
deemed to have requested a Floating Rate Loan. If Agent reasonably believes that
any failure by Borrower to specify the type of borrowing or the applicable
Eurodollar Interest Period shall have resulted from failure of communications
equipment or clerical error, then prior to funding any such borrowing, the Agent
shall use reasonable efforts to obtain confirmation from Borrower of the
contents of such Borrowing Notice; however, in the absence of confirmation by
Borrower, which specifies the type of borrowing and the applicable Eurodollar
Interest Period, the Borrower will be deemed to have requested a Floating Rate
Loan. Notwithstanding anything to the contrary contained above, if an Event of
Default shall have occurred and be continuing, no Eurodollar Loan may be
continued, and no Floating Rate Loan may be converted into a Eurodollar Loan.



                                       9
<PAGE>   14

         (C) The failure of any Bank to make any advances hereunder pursuant to
its Commitment upon Agent's receipt of a proper Borrowing Notice shall not
relieve any other Bank of its obligation, if any, hereunder to make its advances
pursuant to its Commitment and such Borrowing Notice. However, no Bank shall be
responsible for any other Bank's failure or refusal to make any advances
pursuant to such other Bank's Commitment and such Borrowing Notice.

     2.3 Upfront Fee.

         A fee equal to .10% of the $30,000,000 portion of the Total Commitments
for Facility B shall be paid by the Borrower to the Agent upon execution of this
Agreement, for the account of each of the Banks, increasing its Commitment
Amount to make funds available to Borrower under Facility B, such fee to be
distributed to such Banks as follows:

<TABLE>
<CAPTION>
                  Bank                      Amount
                  ----                      ------
                  <S>                       <C>
                  First American            $ 5,000
                  NationsBank               $ 5,000
                  BankOne                   $ 5,000
                  First Union               $15,000
</TABLE>


     2.4 Facility Fee.

         (A) Facility A - From and after the date hereof, until the Loan
Termination Date for Facility A, the Borrower shall pay to the Agent for the
account of the Banks a Facility Fee per annum equal to $70,000,000 multiplied by
the applicable fee percentage set forth in the Table attached to this Agreement
as Schedule I. For purposes of calculating the Facility Fee, standby letters of
credit issued by the Banks for the account of Borrower under Facility A shall be
deemed to be a disbursement under Facility A. The Facility Fee for Facility A
shall be payable quarterly, in arrears, on the first Business Day following each
fiscal quarter end, the first such payment being due on December 30, 1997. Any
accrued and unpaid Facility Fee for Facility A shall be paid on the Loan
Termination Date for Facility A.

         (B) Facility B - From and after the date hereof, until the Loan
Termination Date for Facility B, the Borrower shall pay to the Agent for the
account of the Banks, an annual Facility Fee equal to $30,000,000 multiplied by
0.125% per annum. The Facility Fee for Facility B shall be payable quarterly, in
arrears, on the first Business Day following each fiscal quarter-end, the first
such payment being due on December 30, 1997. Any accrued and unpaid Facility Fee
for Facility B shall be paid on the Loan Termination Date for Facility B.

     2.5 The Agent's Fee.

         The Borrower shall pay an annual Agent's Fee to the Agent, in
accordance with a Letter Agreement dated September 26, 1997, between the
Borrower and the Agent, the terms of which are incorporated herein by reference.

     2.6 Reduction of Commitment.

         The Borrower shall have the right to reduce the amount of the Total
Commitments, at any time and from time to time, in any integral multiple of
$1,000,000.00, which reduction shall reduce each Bank's Commitment pro rata in
accordance with its Commitment Percentage.


                                       10
<PAGE>   15

Contemporaneously with each such reduction, the Borrower shall repay to the
Agent for the account of each Bank in accordance with its respective Commitment
Percentage the amounts, if any, by which the then outstanding principal balance
of each Note exceeds each Commitment as so reduced. After each such reduction:
(i) the next Commitment Fee due in accordance with Section 2.4 shall be
calculated taking into account the date on which the Total Commitments are so
reduced; and (ii) the Total Commitments may not be increased without the written
consent of the Banks.

     2.7 Interest Rate and Payments of Interest.

         (A) Interest shall be charged and paid on Loans as follows:

               (1) For a Floating Rate Loan, at a floating rate per annum equal
to the Index Rate minus the Applicable Index Margin, said rate to change
contemporaneously with any change in the Index Rate.

               (2) For a Eurodollar Loan, at a rate per annum equal to the LIBOR
Rate plus the Applicable LIBOR Margin in accordance with the Table attached
hereto as Schedule I, said rate to adjust to reflect changes in the LIBOR Rate
or the Applicable LIBOR Margin.

               (3) The Borrower shall pay to the Banks, if and so long as any
Banks shall be required under regulations of the Board of Governors of the
Federal Reserve System, to maintain reserves with respect to liabilities or
assets consisting of or including Eurodollar Liabilities, additional interest on
the unpaid principal amount of each Eurodollar Loan, from the date of such
advance until such principal amount is paid in full, at an interest rate per
annum equal at all times to the remainder obtained by subtracting (i) the LIBOR
Rate plus the Applicable LIBOR Margin for the Eurodollar Interest Period from
(ii) the rate obtained by dividing the LIBOR Rate plus the Applicable LIBOR
Margin by a percentage equal to 100% minus the Eurodollar Rate Reserve
Percentage for such Eurodollar Interest Period, payable on each date on which
interest is payable. Such additional interest shall be determined by each Bank,
which shall so notify Borrower thereof.

               (4) The interest for Floating Rate Loans and Eurodollar Loans
shall be computed on the basis of a 360-day year, counting the actual number of
days elapsed, and shall be due and payable without notice (i) monthly in arrears
on the first day of each consecutive month commencing January 1, 1998, in the
case of Floating Rate Loans, and (ii) at the end of the applicable Eurodollar
Interest Period for each Eurodollar Loan.

               (5) Notwithstanding the foregoing, upon the occurrence and
continuation of an Event of Default, interest may be charged at the Default Rate
set forth in the Notes, if the Majority Banks have so elected, but regardless of
whether the Majority Banks have elected to exercise any other remedies under
Section 6 hereof, including without limitation acceleration of the maturity of
the outstanding principal of the Notes. All such interest shall be paid at the
time of and as a condition precedent to the curing of any such default to the
extent any right to cure is given.

         (B) If, at any time, the interest rate payable under the Notes shall be
deemed by any competent court of law, governmental agency or tribunal to exceed
the maximum rate of interest permitted by any applicable Laws, for such time as
such interest rate would be deemed excessive, its application shall be suspended
and there shall be charged instead the maximum rate of interest permissible
under such Laws.

     2.8 Payments to the Agent.



                                       11
<PAGE>   16


         (A) The Agent shall send the Borrower statements of all amounts due
hereunder, which statements shall be considered correct and conclusively binding
on the Borrower unless the Borrower notifies the Agent to the contrary within
ten (10) days of its receipt of any statement which it deems to be incorrect.
All sums payable to the Banks hereunder shall be paid directly to the Agent for
the account of each Bank in immediately available funds prior to 12:00 noon,
Nashville time, on the date when such sums are due and payable. Any amounts
received by the Agent prior to 12:00 noon Nashville time on any Business Day
shall be deemed to have been received by all Banks on such Business Day, and any
amounts received by Agent after such time shall be deemed to have been received
by all Banks on the next Business Day.

         (B) Each payment made to the Agent on the Notes or for other sums or
fees due hereunder for the account of the Banks shall be properly remitted by
the Agent to each Bank, pro rata in accordance with the outstanding unpaid
principal amount of the Notes held by each Bank, no later than 2:00 p.m.
Nashville time on the date on which Agent receives such payment.

         (C) Borrower shall give Agent two (2) Business Days notice of payments
of principal and/or interest other than interest payments on a regularly
scheduled payment date set forth in the Notes. Principal payment amounts shall
be in a minimum amount of $100,000.00 for Floating Rate Loans and $500,000.00
for Eurodollar Loans.

     2.9 Extension of Loan Termination Date.

         Provided no Default exists under this Agreement, and provided Borrower
has not instructed Agent, in writing, to the contrary, on or before the date
which is sixty (60) days prior to the anniversary date of this Agreement
(beginning with the first anniversary date), the Agent shall submit a written
request to the Banks, requesting the Banks' approval to extend the Loan
Termination Date for Facility A and/or Facility B for one (1) year (364 days in
the case of Facility B). Subject to the approval of all of the Banks to such
extension of the Loan Termination Date, the Loan Termination Date shall be
extended (i) for one (1) year in the case of Facility A, and (ii) 364 days in
the case of Facility B, and the Agent shall so notify the Borrower in writing of
such extension. To the extent the Agent has not notified the Borrower, in
writing, within sixty (60) days following the anniversary date of this Agreement
(beginning with the first anniversary date), that the Loan Termination Date for
Facility A and/or Facility B has been extended, the request of the Agent to
extend the Loan Termination Date, as provided for in this Section 2.9, shall be
deemed to be denied.

     2.10 Alternate Rate of Interest.

         (A) In the event, and on such occasion, that on the date of
commencement of any Eurodollar Interest Period for a Eurodollar Loan, any Bank
shall have reasonably determined:

               (1) That dollar deposits in the amount of the requested principal
amount of such Eurodollar Loan are not generally available to first-class banks
in the London Interbank Market;

               (2) That the rate at which such dollar deposits are being offered
will not adequately and fairly reflect the cost to such Bank of making or
maintaining such Eurodollar Loan during such Eurodollar Interest Period; or


                                       12

<PAGE>   17

               (3) That reasonable means do not exist for ascertaining the LIBOR
Rate generally, such Bank shall, as soon as practicable thereafter, given
written or telephonic notice of such determination to the Borrower. In the event
of any such determination, any request by the Borrower for a Eurodollar Loan
pursuant to Section 2.2 shall, until the circumstances giving rise to such
notice no longer exist, be deemed to be a request for a Floating Rate Loan. Each
determination by the Banks hereunder shall be conclusive absent manifest error.

     2.11 Change in Circumstances.

         (A) Notwithstanding any other provision herein, if after the date of
this Agreement any change in applicable Laws or regulations or in the
interpretation or administration thereof by any governmental authority charged
with the interpretation or administration thereof (whether or not having the
force of law) shall change the basis of taxation of payments to a Bank under any
Eurodollar Loan made by a Bank or any other fees or amounts payable hereunder
(other than taxes imposed on the overall net income of a Bank by the country in
which a Bank is located, or by the jurisdiction in which a Bank has its
principal office, or by any political subdivision or taxing authority therein),
or shall impose, modify, or deem applicable any reserve requirement, special
deposit, insurance charge (including FDIC insurance on Eurodollar deposits) or
similar requirements against assets of, deposits with or for the account of, or
credit extended by, such Bank or shall impose on such Bank or the London
Interbank Market any other condition affecting this Agreement or Eurodollar
Loans made by such Bank, and the result of any of the foregoing shall be to
increase the cost to the Bank of making or maintaining its Eurodollar Loan or to
reduce the amount of any sum received or receivable by such Bank for any of its
Eurodollar Loans hereunder (whether of principal, interest or otherwise) by an
amount reasonably deemed by the Bank to be material, then the Borrower will pay
to such Bank such additional amount or amounts as will reasonably compensate
such Bank for such additional costs.

     (B) If either:

               (1) The introduction of, or any change in, or in the
interpretation of, any United States or foreign law, rule or regulation; or

               (2) Compliance with any directive, guidelines or request from any
central bank or other United States or foreign governmental authority (whether
or not having the force of law) promulgated or made after the date hereof (but
excluding, however, any law, rule, regulation, interpretation, directive,
guideline or request contemplated by or resulting from the report dated July,
1988, entitled "International Convergence of Capital Measurement and Capital
Standards" issued by the Basic Committee on Banking Regulations and Supervisory
Practices), affects or would affect the amount of capital required or expected
to be maintained by any Bank (or any lending office of any Bank) or any
corporation directly or indirectly owning or controlling any Bank (or any
lending office of any Bank) based upon the existence of this Agreement, and such
Bank shall have determined that such introduction, change or compliance has or
would have the effect of reducing the rate of return on such Bank's capital or
on the capital of such owning or controlling corporation as a consequence of its
obligations hereunder (including its Commitment) to a level below that which
such Bank or such owning or controlling corporation could have achieved but for
such introduction, change or compliance (after taking into account that such
Bank's policies or the policies of such owning or controlling corporation, as
the case may be, regarding capital adequacy) by an amount deemed by such Bank
(in its sole discretion) to be material, then the Borrower will pay to such Bank
such additional amount or amounts as will compensate the Bank for such reduction
attributable to making, funding and maintaining its Commitment and Loans
hereunder.



                                       13
<PAGE>   18

         (C) A certificate of any Bank setting forth such amount or amounts as
shall be necessary to compensate such Bank (or its participating banks or other
entities pursuant to this Agreement), as specified in paragraph (A) or (B)
above, as the case may be, shall be delivered to the Borrower and shall be
conclusive absent manifest error; provided, however, that the Borrower shall be
responsible for compliance herewith and the payment of increased costs only to
the extent:

               (1) Any change in Laws giving rise to increased costs occurs
after the date of this Agreement, and such change or actions are generally
applicable to financial institutions similarly situated to the Banks; and

               (2) Such costs arise or accrue after the day that is one hundred
eighty (180) Business Days after the date on which such Bank provides the
Borrower with written notice specifying the change or event giving rise to such
increased costs.

Subject to the foregoing, the Borrower shall pay the affected Bank the amount
shown as due on any such certificate within ten (10) days after its receipt of
such certificate.

         (D) The protection of this Section 2.11 shall be available to the Banks
regardless of any possible contention of invalidity or inapplicability of the
law, regulation or condition that shall have been imposed.

     2.12 Change in Legality.

         (A) Notwithstanding anything to the contrary herein contained, if any
change in any law or regulation or in interpretation thereof by any governmental
authority charged with the administration or interpretation thereof shall make
it unlawful for any Bank to make or maintain any Eurodollar Loan or to give
effect to its obligations to make Eurodollar Loans as contemplated hereby, then,
by written notice to the Borrower, such Bank may:

               (1) Declare that Eurodollar Loans will not thereafter be made by
such Bank hereunder, whereupon the Borrower shall be prohibited from requesting
Eurodollar Loans from the Banks hereunder unless such declaration is
subsequently withdrawn; and

               (2) Require that all outstanding Eurodollar Loans made by it be
converted to Floating Rate Loans, in which event (a) all such Eurodollar Loans
shall be automatically converted to Floating Rate Loans as of the effective date
of such notice as provided in paragraph (B) below, and (b) all payments and
prepayments of principal that would otherwise have been applied to repay the
converted Eurodollar Loans shall instead be applied to repay the Floating Rate
Loans resulting from the conversion of such Eurodollar Loans.

         (B) For purposes of this Section 2.12, a notice to the Borrower by any
Bank, pursuant to (A) above, shall be effective, if lawful, on the last day of
the then current Eurodollar Interest Period; in all other cases, such notice
shall be effective on the date of receipt by the Borrower.

     2.13 Letters of Credit.

         Subject to availability under the Commitments, Borrower's satisfaction
of other conditions for obtaining an advance under the Commitments, and the
provisions of this Section 2.13, upon



                                       14
<PAGE>   19

request of Borrower, Agent shall issue standby letters of credit for Borrower's
account. Each Bank shall have an obligation to reimburse Agent for such Bank's
prorata share of any amounts due from Borrower in connection with draws under
standby letters of credit issued by Agent pursuant to this Agreement. In
connection with standby letters of credit issued for the account of the
Borrower, the Borrower agrees to execute such letter of credit applications and
other documents and instruments as Agent reasonably deems necessary in
connection with the issuance of such letters of credit. The expiration date for
each letter of credit issued hereunder shall not exceed the earlier of (i) one
(1) year from the date the letter of credit is issued, or (ii) the applicable
Loan Termination Date (as the same may be extended). As reasonable compensation
to the Banks for reserving the funds necessary to issue letters of credit to the
Borrower, the Borrower shall pay to the Agent for the benefit of the Banks a
letter of credit fee equal to one percent (1%) of the face amount of each letter
of credit issued under this Agreement. Such letter of credit fee shall be due
and payable at the time the letter of credit is issued. The aggregate amount of
all standby letters of credit as may be outstanding from time to time under this
Agreement shall not exceed $5,000,000.


                             3. CONDITIONS PRECEDENT

         The obligation of the Banks to fund the Loans hereunder is subject to
the following conditions precedent:

         3.1 Documents Required for the Closing.

         The Borrower shall have delivered to the Agent prior to the initial
disbursement of the Loans the following:

               (A) The Notes executed by the Borrower;

               (B) This Agreement executed by the Borrower;

               (C) A copy of resolutions of the Borrower's board of directors,
certified by the corporate secretary of Borrower as of the date of Closing,
authorizing the execution, delivery and performance of this Agreement, the
Notes, the other Loan Documents, and each other document to be delivered
pursuant hereto;

               (D) A copy, certified as of the most recent date practicable, by
the Secretary of State of Tennessee, of the Borrower's Charter, together with a
certificate dated the date of the Closing of the Borrower's corporate secretary
to the effect that such Charter has not been amended since the date of the
aforesaid Secretary of State certification;

               (E) A copy of the Borrower's by-laws certified by Borrower's
secretary as of the date of the Closing;

               (F) A certificate dated as of the date of the Closing of the
Borrower's corporate secretary as to the incumbency and signatures of the
officers of the Borrower executing this Agreement, the Notes, the other Loan
Documents, and each other document to be delivered pursuant hereto;

               (G) Within thirty (30) days of the Closing, certificates, as of
the most recent dates practicable, of the aforesaid Secretary of State, the
Secretary of State of each state in which the



                                       15
<PAGE>   20

Borrower is qualified as a foreign corporation and of the department of revenue
or taxation of each of the foregoing states as to the good standing of the
Borrower;

         (H) A written opinion of Bass, Berry & Sims, PLC, the Borrower's
counsel, dated the date of the Closing and addressed individually to each Bank,
in form reasonably satisfactory to the Banks.

         (I) A certificate, dated as of the date of the Closing, signed by the
chief executive officer, chief financial officer or secretary/treasurer of the
Borrower (in his or her corporate capacity) and to the effect that:

               (1) The representations and warranties set forth within Section
4.1 are true as of the date of the Closing;

               (2) No Event of Default hereunder, and no event which, with the
giving of notice or passage of time or both, would become such an Event of
Default, has occurred as of such date;

         (J) Copies of all documents evidencing the terms and conditions of any
debt specified as Subordinated Indebtedness on Exhibit C, all of which shall be
in form and substance satisfactory to Banks;

         (K) Payment of the remaining balance of the Upfront Fee, together with
the initial Agent's Fee, together with all other reasonable costs and expenses
incurred by Agent in connection with the Loan, including, without limitation,
reasonable attorney's fees. The Banks acknowledge that Borrower shall be
responsible only for fees and expenses of counsel engaged by Agent in connection
with the Loan. Any additional legal fees or expenses incurred by the other Banks
shall be paid by such Banks.

     3.2 Conditions Precedent for Subsequent Disbursements.

         The obligation of the Banks to fund Loans hereunder is subject to the
fulfillment of each of the following conditions:

         (A) The Agent shall have received the notices required by Section 2.2
of this Agreement with respect to any Loan.

         (B) All the representations and warranties of the Borrower under this
Agreement shall be true and correct, in substantially all respects at the time
of such Loan.

         (C) No Event of Default shall have occurred and be continuing, and no
event has occurred and is continuing that, with the giving of notice or passage
of time or both, would be an Event of Default; and

         (D) No material adverse change shall have occurred in the financial
condition of Borrower and its Subsidiaries taken as a whole, since the date of
the most recent Financial Statements delivered to Agent.




                                       16
<PAGE>   21

     3.3 Legal Matters.

         At the time of the Closing and thereafter, all legal matters incidental
to the Loans shall be satisfactory to Sherrard & Roe, PLC, counsel to the Agent.


                        4. REPRESENTATIONS AND WARRANTIES

     4.1 Original.

         To induce the Banks to enter into this Agreement, the Borrower and each
Subsidiary jointly and severally represent and warrant to each Bank as follows:

         (A) The Borrower is a corporation duly organized, validly existing and
in good standing under the Laws of the State of Tennessee; each Subsidiary is a
corporation duly organized, validly existing and in good standing under the Laws
of its state of incorporation, all as set forth in Exhibit E; the Borrower and
each Subsidiary have the lawful power to own their properties and to engage in
the business they conduct, and each is duly qualified and in good standing as a
foreign corporation in the jurisdictions wherein the nature of the business
transacted by it or property owned by it makes such qualification necessary; the
states in which the Borrower and each Subsidiary are qualified to do business
are set forth in Exhibit F; the percentage of the Borrower's ownership of the
outstanding stock of each Subsidiary is as listed in Exhibit G; neither the
Borrower nor any Subsidiary has changed its name, been the surviving corporation
in a merger, acquired any business, or changed its principal executive office
since April 21, 1994, except as set forth in Exhibit H; and the addresses of all
places of business of the Borrower and each Subsidiary are as set forth in
Exhibit I;

         (B) Neither the Borrower nor any Subsidiary is in material default with
respect to any of its existing Indebtedness, and the making and performance of
this Agreement, the Notes and the other Loan Documents will not (immediately; or
with the passage of time or the giving of notice, or both):

               (1) Violate the charter or bylaw provisions of the Borrower or
any Subsidiary, or violate any Laws or result in a default under any contract,
agreement, or instrument to which the Borrower or any Subsidiary is a party or
by which the Borrower or any Subsidiary or its property is bound; or

               (2) Result in the creation or imposition of any security interest
in, or lien or encumbrance upon, any of the assets of the Borrower or any
Subsidiary;

         (C) The Borrower has the power and authority to enter into and perform
this Agreement, the Notes and the other Loan Documents, as applicable, and to
incur the Obligations herein and therein provided for, and has taken all
corporate action necessary to authorize the execution, delivery, and performance
of this Agreement, the Notes and the other Loan Documents;

         (D) This Agreement and the other Loan Documents are, and the Notes when
delivered will be, valid, binding, and enforceable in accordance with their
respective terms;

         (E) Except as disclosed in Exhibit J hereto, there is no pending or, to
Borrower's knowledge, threatened order, notice, claim, litigation, proceeding or
investigation against or



                                       17
<PAGE>   22

affecting the Borrower or any Subsidiary, whether or not covered by insurance,
that would involve the payment by Borrower or any Subsidiary of Two Hundred
Fifty Thousand Dollars ($250,000.00) or more if adversely determined (upon
request by the Agent, the Borrower shall provide the Agent with copies of all
pleadings and other documents filed in any of the matters disclosed in Exhibit
J);

         (F) The Borrower and its Subsidiaries have good and marketable title to
all of their respective assets, including without limitation the Real Property,
and the Real Property is subject to no security interest, encumbrance or lien,
or the claims of any other Person except for Permitted Liens;

         (G) The Financial Statements, including any schedules and notes
pertaining thereto, have been prepared in accordance with GAAP, and fully and
fairly present in all material respects the financial condition of the Borrower
and its Subsidiaries at the dates thereof and the results of operations for the
periods covered thereby, and there have been no material adverse changes in the
financial condition or business of the Borrower and its Subsidiaries taken as a
whole from October 5, 1997, to the date hereof;

         (H) Since October 5, 1997, the Borrower and its Subsidiaries had no
material Indebtedness of any nature, including, but without limitation,
liabilities for taxes and any interest or penalties relating thereto, except to
the extent reflected (in a footnote or otherwise) and reserved against in the
Financial Statements dated October 5, 1997, or as disclosed in or permitted by
this Agreement; the Borrower does not know, and has no knowledge of any basis
for the assertion against it or any Subsidiary, of any material Indebtedness of
any nature not fully reflected and reserved against in the Financial Statements;

         (I) Except as otherwise permitted herein, the Borrower and its
Subsidiaries have filed all federal, state and local tax returns and other
reports they are required by Laws to file prior to the date hereof and which are
material to the conduct of their respective businesses, have paid or caused to
be paid all taxes, assessments and other governmental charges that are due and
payable prior to the date hereof, and have made adequate provision for the
payment of such taxes, assessments or other charges accruing but not yet
payable; the Borrower has no knowledge of any deficiency or additional
assessment in a materially important amount in connection with any taxes,
assessments or charges not provided for on its books;

         (J) Except as otherwise disclosed in Exhibit K hereto, or except to the
extent that the failure to comply would not materially interfere with the
conduct of the business of the Borrower and its Subsidiaries taken as a whole,
the Borrower and its Subsidiaries have complied, in all material respects, with
all applicable Laws with respect to: (1) any restrictions, specifications, or
other requirement pertaining to products that the Borrower or any Subsidiary
sells or to the services each performs; (2) the conduct of their respective
businesses; (3) the use, maintenance, and operation of the Real Property and the
personal properties owned or leased by them, in the conduct of their respective
businesses; and (4) health, safety, worker's compensation, and equal employment
opportunity;

         (K) The Borrower and its Subsidiaries and their respective assets and
operations are in compliance in all material respects with all Environmental
Laws, and the Borrower and its Subsidiaries will comply, in all material
respects, with all such Environmental Laws and regulations which may be imposed
in the future; all facilities and properties of the Borrower and its
Subsidiaries are and will be on the date of Closing, in all material respects,
in a clean and healthful condition, free of asbestos and of all contamination by
Hazardous Materials and other potentially harmful chemical


                                       18
<PAGE>   23

or physical conditions, including, without limitation, any contamination of the
air, soil, groundwater or surface waters associated with such facilities and
properties; there are no storage tanks (whether above or below ground) located
in or on such facilities and properties; no Hazardous Materials intended for use
or generated at any such facilities or properties have been or are used, stored
treated or disposed of in violation of applicable Laws and regulations; all
Hazardous Material which have been removed, released or emitted from any of such
facilities or properties were and are documented, transported and disposed of in
compliance in all material respects with all applicable Laws and regulations;
and neither the Borrower nor any Subsidiary is a defendant in any administrative
or judicial action alleging liability under the Comprehensive Environmental
Response, Compensation and Liability Act, as amended ("CERCLA"), or any other
Environmental Law, nor has the Borrower or any Subsidiary received a notice that
it is a potentially responsible party under CERCLA, similar state Laws, or any
other Environmental Law;

         (L) No representation or warranty by the Borrower or any Subsidiary
contained herein or in any Exhibit furnished by the Borrower or any Subsidiary
pursuant to this Agreement contains any untrue statement of material fact or
omits to state a material fact necessary to make such representation or warranty
not misleading in light of the circumstances under which it was made;

         (M) Each consent, approval or authorization of, or filing, registration
or qualification with, any Person required to be obtained or effected by the
Borrower or any Subsidiary in connection with the execution and delivery of the
Loan Documents or the undertaking or performance of any obligation thereunder
has been duly obtained or effected;

         (N) All existing Indebtedness of the Borrower or any Subsidiary: (1)
for money borrowed; or (2) under any security agreement, mortgage, or agreement
covering the lease of real or personal property by the Borrower or any
Subsidiary as lessee, is described in Exhibit L;

         (O) All lease agreements for restaurant facilities operated by Borrower
are described on Exhibit M hereto;

         (P) Neither the Borrower nor any Subsidiary has made any agreement or
has taken any action which may cause anyone to become entitled to a commission
or finder's fee as a result of the making of the Loans;

         (Q) All Defined Benefit Pension Plans, as defined in the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), of the Borrower
and each Subsidiary meet, as of the date hereof, the minimum funding standards
of Section 302 of ERISA, and no Reportable Event or Prohibited Transaction, as
defined in ERISA, has occurred with respect to any such Plan.

     4.2 Survival.

         All of the representations and warranties set forth in Section 4.1
shall survive until all Obligations are satisfied in full.




                                       19
<PAGE>   24



                           5. THE BORROWER'S COVENANTS

         The Borrower does hereby covenant and agree with each Bank that, so
long as any of the Obligations remain unsatisfied, it will comply, and it will
cause its Subsidiaries to comply, with the following covenants:

     5.1 Affirmative Covenants.

         (A) The Borrower will use the proceeds of the Loans only for general
working capital needs and to provide interim financing for acquisition and
development of O'Charley's Restaurant facilities. Loan proceeds will not be used
for any purpose other than as specifically permitted by this Section 5.1(A),
without first obtaining the consent of the Majority Banks.

         (B) The Borrower will furnish the Agent:

               (1) Within forty-five (45) days after the close of each
quarter-annual accounting period in each fiscal year of Borrower: (a) quarterly
10-Q financial statements; and (b) income statement and balance sheet of the
Borrower for such quarter-annual period. All financial statements shall be in
reasonable detail, subject to year-end audit adjustments and certified by the
Borrower's president or principal financial officer to have been prepared in
accordance with GAAP, except for any inconsistencies explained in such
certificate;

               (2) Within ninety (90) days after the close of each fiscal year
of Borrower: (a) annual audited financial statements of the Borrower as of the
end of such fiscal year--all in reasonable detail, including all supporting
schedules, notes and comments, and (b) an annual forecast prepared by Borrower
including a balance sheet, income statement and statement of cash flows, to be
in form and to contain reasonable detail satisfactory to the Banks. The annual
statements shall be audited by an independent certified public accountant
selected by the Borrower and reasonably acceptable to the Agent, and certified
by such accountants to have been prepared in accordance with GAAP, except for
any inconsistencies explained in such certificate. The Banks, shall have the
right, from time to time, to discuss the Borrower's affairs directly with the
Borrower's independent certified public accountants after notice to the Borrower
and opportunity of the Borrower to be present at any such discussions. So long
as Borrower is not in default, the Banks agree to coordinate discussions with
the Borrower's accountants so as to minimize the additional expense incurred;

               (3) Contemporaneously with each quarter-annual and fiscal
year-end financial report required by the foregoing paragraphs (1) and (2), a
certificate of the chief executive officer, chief financial officer or
secretary/treasurer of the Borrower (in his or her corporate capacity) stating
that: (i) such officer has individually reviewed the provisions of this
Agreement and is knowledgeable of the activities of the Borrower and its
Subsidiaries during such year or quarter-annual period, as the case may be; and
(ii) to the best of such officer's knowledge, the Borrower has observed and
performed, in all material respects, each undertaking contained in this
Agreement and is not in default in the observance or performance of any of the
provisions hereof or, if the Borrower shall be so in default, specifying all
such defaults and events of which he or she may have knowledge. Such certificate
shall further set forth the calculations of the financial ratios and covenants
set forth in Section 5.1(F), including without limitation any antecedent
calculations and the source of any information that was used in such
calculations;



                                       20

<PAGE>   25

               (4) Promptly after the sending or making available or filing of
the same, copies of all reports, proxy statements, annual reports, and financial
statements that the Borrower sends or makes available to its stockholders
generally and all registration statements and reports that the Borrower files
with the Securities and Exchange Commission or any successor Person; and

               (5) Immediately upon receipt of the same by Borrower or any
Subsidiary, copies of all management letters and any other reports which are
submitted to the Borrower or any of its Subsidiaries by its independent
accountants in connection with any annual or interim audit of the Records of the
Borrower or its Subsidiaries by such accountants.

Agent shall promptly forward to the Banks copies of all items delivered to Agent
under this paragraph (B).

         (C) The Borrower and its Subsidiaries will maintain their respective
Inventory, Equipment, Real Property and other properties in as good condition
and repair as exist on this date (normal wear and tear excepted), and will pay
and discharge or cause to be paid and discharged prior to delinquency, the cost
of repairs to or maintenance of the same, and will pay or cause to be paid all
rental or mortgage payments prior to delinquency on such Equipment.

         (D) The Borrower and its Subsidiaries will maintain, or cause to be
maintained, public liability insurance and fire and extended coverage insurance
on all assets owned by them, all in such form and amounts as are consistent with
industry practices and with such insurers as may be reasonably satisfactory to
the Banks. The Borrower will furnish to the Agent such evidence of insurance as
the Banks may require.

         (E) The Borrower and its Subsidiaries will pay or cause to be paid
prior to delinquency, all taxes, assessments and charges or levies imposed upon
them or on any of their property or which any of them is required to withhold or
pay over, except where contested in good faith by appropriate proceedings with
adequate security therefor having been set aside in a manner satisfactory to the
Agent. The Borrower and each Subsidiary shall pay or cause to be paid all such
taxes, assessments, charges or levies forthwith whenever foreclosure on any lien
that attaches (or security therefor) appears imminent.

         (F) The Borrower will maintain:

               (1) a Fixed Charge Coverage Ratio of greater than 2.25 to 1,
calculated quarterly on a rolling four (4) quarter basis.

               (2) an Adjusted Debt to Capitalization Ratio of less than or
equal to 59% at all times.

               (3) a Funded Debt to EBITDA Ratio of less than 2.75 to 1,
calculated quarterly with EBITDA computed on a rolling four (4) quarter basis.

All financial covenants shall be tested on a consolidated basis and calculated
in accordance with GAAP, except as otherwise noted.

         (G) The Borrower and its Subsidiaries will, when requested to do so,
make available any of their Records for inspection by duly authorized
representatives of the Agent, and will furnish the Agent (for the benefit of the
Banks) any information regarding their business affairs



                                       21
<PAGE>   26

and financial condition within a reasonable time after written request therefor.
Notwithstanding the foregoing, so long as Borrower is not in default hereunder,
inspections of Borrower's Records shall be limited to once per calendar year and
any costs incurred in connection with such inspection shall be borne by the
Banks.

         (H) The Borrower and its Subsidiaries, on a consolidated basis, will
take all steps reasonably necessary to preserve their corporate existence, good
standing, and franchise (where failure to do so would have a material adverse
effect on the financial condition of the Borrower and its Subsidiaries taken as
a whole), and will comply, in all material respects, with all present and future
Laws applicable to them in the operation of their respective businesses and all
material agreements to which they are subject, including without limitation
qualification by Borrower or any Subsidiary in any jurisdiction where
qualification is required by their respective businesses.

         (I) The Borrower and its Subsidiaries will give immediate notice to the
Agent of: (1) any litigation or proceeding in which any of them is a party if an
adverse decision herein would require them to pay more than Five Hundred
Thousand Dollars ($500,000.00) or deliver assets the value of which exceeds such
sum (if such claim is not fully covered by insurance subject to approved
deductibles); and (2) the institution of any other suit or proceeding involving
any of them that might materially and adversely affect their operations,
financial condition, property, or business operations considered on a
consolidated basis.

         (J) The Borrower and its Subsidiaries will pay when due (or within
applicable grace periods) all Indebtedness due any Person, which is material to
Borrower's business operations, except when the amount thereof is being
contested in good faith by appropriate proceedings or actions and with adequate
security therefor being set aside in a manner satisfactory to the Banks.

         (K) The Borrower and its Subsidiaries will notify the Agent immediately
if any of them becomes aware of the occurrence of any Event of Default or of any
fact, condition or event that only with the giving of notice or passage of time
or both, would become an Event of Default, or of the failure of the Borrower or
any Subsidiary to observe any of their respective undertakings hereunder in any
material respect.

         (L) The Borrower and its Subsidiaries will: (1) fund all their Defined
Benefit Pension Plans in accordance with no less than the minimum finding
standards of section 302 of ERISA and Section 412 of the Internal Revenue Code:
(2) furnish the Agent, promptly after filing of the same, with copies of all
reports or other statements filed with the United States Department of Labor or
the Internal Revenue Service with respect to all such Plans; and (3) promptly
advise the Agent of the occurrence of any "reportable event" or "prohibited
transaction" with respect to any such Plan.

     5.2 Negative Covenants.

         (A) Neither the Borrower nor any Subsidiary will change its name, or
enter into any merger, consolidation, or reorganization in which the Borrower or
such Subsidiary is not the surviving entity.

         (B) Neither the Borrower nor any Subsidiary will (i) sell, transfer,
lease or otherwise dispose of all or (except for store closures and relocations
in the ordinary course of business consistent with Borrower's past practices)
any material part of its assets, including, without limitation, the Real
Property; provided, however, Borrower and its Subsidiaries may in the ordinary



                                       22
<PAGE>   27

course of business sell or dispose of obsolete Equipment or Inventory, or may
replace damaged or worn Equipment with Equipment of similar value and use, or
(ii) mortgage, pledge, grant or permit to exist a security interest in or lien
upon any of the Real Property, now owned or hereafter acquired, except for
Permitted Liens. Borrower may request, on a case-by-case basis, the Agent to
release specific Real Property from the provisions of this Section 5.2(B). The
release of the Real Property assets shall require the consent of the Majority
Banks, provided that such consent shall not be unreasonably withheld or delayed.
To the extent the Agent (with the consent of the Majority Banks) releases Real
Property for purposes of permitting the Borrower to obtain permanent financing
or to sell such Real Property, unless the Agent (with the consent of the
Majority Banks) agrees otherwise, Borrower agrees that the net proceeds
resulting from such permanent financing or sale received by the Borrower or any
Subsidiary shall be applied to the balance due under the Loan, to be applied by
the Agent in the Agent's discretion.

         (C) Neither the Borrower nor any Subsidiary will become liable,
directly or indirectly, as guarantor or otherwise, for any obligation of any
other Person, except, provided no Default exists or would result from Borrower
or any Subsidiary incurring liability for the following liabilities: (i) the
endorsement of commercial paper for deposit or collection in the ordinary course
of business, (ii) the Indebtedness described in Exhibit L, (iii) Equipment
leases and purchase money financing for Equipment entered into in the ordinary
course of business, (iv) obligations to vendors and other trade payables
incurred in the ordinary course of business which are paid in accordance with
the customary terms provided to the Borrower (or such obligations or trade
payables which are being contested in good faith for which adequate security has
been reserved in a manner satisfactory to the Banks), (v) Indebtedness incurred
in connection with the release by the Majority Banks of specific properties from
the provisions of Section 5.2(B) hereof, and (vi) other Indebtedness incurred in
the ordinary course of business, which, including the Indebtedness described
under Section 5.2(D)(vii), does not, at any time, exceed $15,000,000.00 in the
aggregate, provided the documents or instruments evidencing such Indebtedness
contain terms and conditions reasonably acceptable to the Agent (with the
consent of the Majority Banks), which consent shall not be unreasonably
withheld).

         (D) Neither the Borrower nor any Subsidiary will incur, create, assume,
or permit to exist any Indebtedness except: (i) the Loans; (ii) the Indebtedness
described in Exhibit L; and, provided no Default exists or would result from
Borrower or any Subsidiary incurring the following Indebtedness, (iii) Equipment
leases, and purchase money financing for Equipment entered into in the ordinary
course of business; (iv) obligations to vendors and other trade payables
incurred in the ordinary course of business which are paid in accordance with
the customary terms provided to the Borrower (or such obligations or trade
payables which are being contested in good faith for which adequate security has
been reserved in a manner satisfactory to the Banks); (v) contingent
Indebtedness permitted by Section 5.2(C); (vi) Indebtedness incurred in
connection with the release by the Majority Banks of specific properties from
the provisions of Section 5.2(B) hereof, and (vii) other Indebtedness incurred
in the ordinary course of business, which, including the Indebtedness described
in Section 5.2(C)(vi) does not exceed $15,000,000.00 in the aggregate, provided
the documents or instruments evidencing such Indebtedness contain terms and
conditions reasonably acceptable to the Agent (with the consent of the Majority
Banks), which consent shall not be unreasonably withheld).

         (E) Except for the existing matters disclosed in Exhibit N, neither the
Borrower nor any Subsidiary will make any investment in or make any loan in the
nature of any investment to any Person, without the prior written consent of the
Agent (with consent of the Majority Banks), which consent shall not be
unreasonably withheld.




                                       23
<PAGE>   28

         (F) Except as described in Exhibit O, neither the Borrower nor any
Subsidiary will make any loan or advance to any officer, shareholder, director
or employee of the Borrower or any Subsidiary, except for temporary advances in
the ordinary course of business.

         (G) Neither the Borrower nor any Subsidiary will prepay any
Subordinated Indebtedness, except in accordance with its terms.

         (H) Neither the Borrower nor any Subsidiary will enter into any
sale-leaseback transaction, except: (i) the transactions described in Exhibit P;
(ii) such sale-leaseback transactions as shall be consented to by the Agent
(with the consent of the Majority Banks), which consent shall not be
unreasonably withheld, provided the proceeds of any such sale-leaseback
transaction are applied to the outstanding principal balance of the Loans.

         (I) Neither the Borrower nor any Subsidiary will acquire any stock in,
or all or substantially all of the assets of, any Person, without the prior
written consent of the Agent (with consent of the Majority Banks), which consent
shall not be unreasonably withheld.

         (J) Neither the Borrower nor any Subsidiary will furnish the Agent or
any Bank any certificate or other document that will contain any untrue
statement of material fact or that will omit to state a material fact necessary
to make it not misleading in light of the circumstances under which it was
furnished.

         (K) Neither the Borrower nor any Subsidiary will directly or indirectly
apply any part of the proceeds of the Loans to the purchasing or carrying of any
"margin stock" within the meaning of Regulation U of the Board of Governors of
the Federal Reserve System, or any regulation, interpretations or ruling
thereunder.

         (L) Except as described in Exhibit Q, Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly, enter into or permit
to exist any transaction (including without limitation the purchase, sale, lease
or exchange of any property or the rendering of any service) with any Affiliate
(other than any Subsidiary which is wholly owned by Borrower) on terms that are
less favorable to the Borrower or its Subsidiaries than those that would be
obtainable at the time from any Person who is not an Affiliate.

         (M) Neither Borrower nor any Subsidiary will materially alter its
current business operations, or engage in a new business venture which is not
reasonably compatible with the Borrower's current business operations.

         (N) Borrower will not permit a change in Borrower's senior management,
except to the extent an individual member of senior management is replaced with
an individual with substantially equivalent expertise with the consent of the
Majority Banks, which consent shall not be unreasonably withheld. For purposes
of this Agreement, senior management shall mean Gregory L. Burns and Steve
Hislop.

         (O) Borrower will not declare or pay cash dividends or other similar
distributions without the prior written consent of the Agent (with the consent
of the Majority Banks).



                                       24
<PAGE>   29


         (P) Borrower will not purchase, redeem or retire in excess of
$2,000,000 of Borrower's outstanding capital stock, without the prior written
consent of the Agent (with the consent of the Majority Banks).


                                   6. DEFAULT

     6.1 Events of Default.

         The occurrence of any one or more of the following events shall
constitute an "Event of Default" hereunder:

         (A) The Borrower shall fail to pay when due any installment of
principal or interest or fee payable hereunder.

         (B) The Borrower shall fail to achieve any of the financial covenants
contained in Section 5.1(F).

         (C) The Borrower or any Subsidiary shall fail to observe or perform any
obligation or covenant to be observed or performed by any of them, jointly or
severally, under any of the Loan Documents; provided, however, if such failure
is not related to the payment of money or the breach of a financial covenant
contained in Section 5.1(F), Borrower shall have twenty (20) days to cure such
failure before the Majority Banks and/or Agent exercise the rights and remedies
hereunder, with such twenty (20) day period commencing after: (1) notice of such
failure from the Agent or Banks; or (2) the Agent is notified of such failure or
should have been so notified pursuant to the provisions of Section 5.1(M), which
ever is earlier.

         (D) Any financial statement, representation, warranty or certificate
made or furnished by the Borrower or any Subsidiary to the Agent or any Bank in
connection with this Agreement or the Loans, or as inducement to the Banks to
enter into this agreement, shall be false, incorrect, or incomplete in any
material respect when made.

         (E) The Borrower or any Subsidiary shall admit its inability to pay its
debts as they mature, or shall make an assignment for the benefit of its or any
of its creditors.

         (F) Proceedings in bankruptcy, or for reorganization or the Borrower or
any Subsidiary, or for the readjustment of any of their respective debts, under
the United States Bankruptcy Code, as amended, or any part thereof, or under any
other Laws, whether state or federal, for the relief of debtors, now or
hereafter existing, shall be commenced by the Borrower or any subsidiary, or
shall be commenced against the Borrower or any Subsidiary, and which, in the
case of an involuntary petition, are not dismissed within sixty (60) days from
the date of the filing.

         (G) A receiver or trustee shall be appointed for the Borrower or any
Subsidiary or for any substantial part of their respective assets, or any
proceedings shall be instituted for the dissolution or the full or partial
liquidation of the Borrower or any Subsidiary, or the Borrower or any Subsidiary
shall discontinue business or materially change the nature of its business.

         (H) The Borrower or any Subsidiary shall (i) suffer a final judgment
(which is not covered by insurance subject to approved deductibles) requiring
payment of money (including costs and expenses) aggregating in excess of
$500,000, which judgment is not discharged within a period



                                       25
<PAGE>   30

of thirty (30) days unless, pending further proceedings, execution has been
effectively stayed pending appeal, to the satisfaction of the Agent, or (ii)
suffer a final judgment or judgments (which are not covered by insurance subject
to approved deductibles), requiring payment of money (including costs and
expenses) in an aggregate amount in excess of $2,000,000.

         (I) The Borrower or any Subsidiary shall pay, in satisfaction of a
final non-appealable judgment or in connection with the settlement or compromise
of litigation against the Borrower or any Subsidiary (excluding payment of
approved deductibles, or insurance proceeds paid, in connection with a judgment
or settlement of litigation which is covered by insurance, or in connection with
an appeal bond or other security required in connection with the appeal of a
final judgment against the Borrower or any Subsidiary, an aggregate amount in
excess of $750,000 in any fiscal year.

         (J) A judgment creditor or other lien creditor of the Borrower or any
Subsidiary shall obtain possession of any of the Real Property by any means,
including, but without limitation, levy, distraint, replevin or self-help.

         (K) Borrower or any Subsidiary shall default in any other Indebtedness
for borrowed money (including capitalized leases, but excluding the
Obligations), directly or indirectly, whether matured or unmatured, which (i) is
in excess of $2,500,000.00 and results in the acceleration of such Indebtedness,
or (ii) consists of obligations owed to two (2) different Persons and which
results in the acceleration of such obligations.

         (L) A lien or other encumbrance shall be filed against the Real
Property, or any portion thereof, in violation of Section 5.2(B) hereof,
excluding: (i) Permitted Liens; and (ii) judgment liens permitted by Section
6.1(H) hereof.

         (M) The occurrence of any liability, or the reasonable threat of such
liability, under Borrower's employee benefit plans, which results in a material
adverse effect on the financial condition or business operations of the Borrower
or any Subsidiary.

     6.2 Acceleration.

         Upon the occurrence of any of such Events of Default, the Majority
Banks may, at their option, immediately terminate the obligation to make any
further advances under the respective Commitments and/or declare the principal
and interest accrued on the Notes and all other Obligations to be immediately
due and payable, whereupon the same shall become forthwith due and payable,
without presentment, demand, protest, or any notice of any kind except as set
forth above; provided, that in the case of the Events of Default specified in
clause (F), (G) or (H) above with respect to Borrower, without any notice to
Borrower or any act by Agent or the Bank's the Commitments shall thereupon
terminate and the Notes and all other Obligations shall become immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are waived by the Borrower. In addition, and regardless of whether
the Notes have been accelerated, the Majority Banks may upon the occurrence of
any Event of Default elect to charge interest at the Default Rate set forth in
the Notes.



                                       26
<PAGE>   31

     6.3 Remedies.

         After any acceleration, as provided for in Section 6.2, the Banks shall
have, in addition to the rights and remedies given it by the Loan Documents, all
those allowed by all applicable Laws.


                                  7. THE AGENT

         Except as provided in Section 7.8 below, this Section VII is between
and among the Agent and the Banks only. Neither the Borrower nor any other
creditor of the Borrower shall have any rights under this section, whether as a
third party beneficiary or otherwise.

     7.1 Authorization.

         With respect to all funds advanced hereunder or under the Notes, First
American National Bank, NationsBank of Tennessee, N.A., Mercantile Bank National
Association, First Union National Bank and Bank One, N.A., shall be obligated to
advance, in the aggregate under Facilities A and B, $25,000,000.00;
$25,000,000.00; $15,000,000.00 $20,000,000.00, and $15,000,000.00, respectively,
and each such Bank shall own a corresponding undivided interest in this
Agreement. Each Bank authorizes the Agent to act on behalf of such Bank or
holder to the extent provided herein or in any document or instrument delivered
hereunder or in connection herewith and signed by such Bank, and to take such
other action as may be reasonably incidental thereto. The Agent shall be
considered as acting solely in an administrative and ministerial capacity, not
as trustee or other fiduciary of the Banks. The Agent shall not be construed as
having any agency or fiduciary relationship with the Borrower. The Agent shall
not have any duties or obligations to the Banks other than those expressly
provided for herein. The Agent shall not be required to exercise any discretion
or take any action, but shall be fully protected in so acting or in refraining
from acting, upon the instructions of the Majority Banks (except as otherwise
provided in Section 8.3, for matters which require the consent of all Banks),
and such instructions shall be binding upon all Banks and holders of the Notes,
and the Agent shall not be liable to any party hereto for any consequence of any
such action or refraining from action. Notwithstanding any instructions of the
Majority Banks, the Agent shall not be required to take any action that exposes
the Agent to personal liability or that is contrary to any loan document or
applicable law.

     7.2 Standard of Care.

         Neither the Agent nor any of its officers, directors, agents, employees
or representatives shall be liable for any action taken or omitted to be taken
by it or any of them under or in connection with this Agreement, except for its
or their own gross negligence or willful misconduct. Without limitation of the
generality of the foregoing, the Agent: (a) may treat the payee of any Notes as
the holder thereof and as a Bank hereunder until the Agent receives written
notice of the assignment or transfer thereof signed by such payee and in form
satisfactory to the Agent (which notice shall be binding on all parties hereto);
(b) may consult with legal counsel (including counsel for the Borrower),
independent public accountants and other experts and advisories selected by it
and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel, accountants, experts
or other advisors; (c) makes no warranty or representation to any Bank and shall
not be responsible to any Bank for any statements, warranties or representations
made in or in connection with this Agreement or for any failure or delay in
performance by the Borrower or any Bank under this Agreement; (d) shall not have
any duty to ascertain or to inquire as to the performance or observance of any
of the terms, covenants or



                                       27
<PAGE>   32

conditions of this Agreement; (e) shall not be responsible to any Bank for the
due execution, legality, validity, enforceability, perfection, collectibility,
genuineness, sufficiency or value of this Agreement, the Notes, or any other
instrument of document furnished pursuant thereto or for the accuracy or
completeness of any credit or other information provided to the Banks; (f) shall
incur no liability under or in respect of this Agreement by action upon any
notice, consent, certificate or other instrument or writing (which may be by
telecopier, telegram, cable or telex) believed by it to be genuine and signed or
sent by the proper party or parties; and (g) shall incur no liability for
relying upon any matters of fact that might reasonable be expected to be within
the knowledge of the Borrower, upon a certificate or other writing signed by
Borrower, or upon telephone communications with Borrower which are reasonably
believed to be true and valid.

     7.3 No Waiver of Rights.

         With respect to the Notes, the Agent shall have the same rights and
powers hereunder as any other Bank and may exercise the same as though it were
not the Agent, and the Agent may accept deposits from, and generally engage in
any kind of business with, the Borrower.

     7.4 Payments.

         The Agent shall use its best efforts to deliver to each Bank on the
same day as received by Agent in immediately available funds such Bank's pro
rata share of all payments received by the Agent for the benefit of the Banks,
but in the event Agent is unable to deliver such payments to any Bank on the
same day of receipt, Agent agrees to pay such Bank interest on the payment for
each day the Agent is unable to deliver the payments after the date of its
receipt based on the overnight federal funds rate of interest. Any payment due
for any reason under this Agreement that is required to be made on a date on
which the Agent is not open for business shall be extended until the next day on
which the Agent is open for the transaction of business.

     7.5 Indemnification.

         The Agent shall not be required to do any act hereunder or under any
other document or instrument delivered hereunder or in connection herewith or
take any action toward the execution or enforcement of the agency hereby
created, or to prosecute or defend any suit in respect of this Agreement or the
Notes or to advance funds hereunder upon the failure by any Bank to fund its pro
rata share of the Commitment hereunder, unless ratably indemnified to its
satisfaction (to the extent not reimbursed by Borrower) by the holders of the
Notes against loss, cost, liability and expense (including reasonable fees and
out-of-pocket expenses of counsel), claim, demand, action, loss or liability
(except such as result from Agent's gross negligence or willful misconduct) that
Agent may suffer or incur in connection with this Agreement or any action taken
or omitted by Agent hereunder. Each Bank agrees to reimburse the Agent promptly
upon demand for such Bank's pro rata share of any expenses referred to in
Section 8.4 incurred by the Agent to the extent that the Agent is not reimbursed
for such expenses by the Borrower.

     7.6 Exculpation.

         Neither Agent nor any of its directors, officers, employees or agents
shall be liable for any action taken or not taken by it in connection herewith
(a) with the consent or at the request of the Banks or Majority Banks, as
appropriate, or (b) in the absence of its own gross negligence or willful
misconduct. Neither Agent nor any of its directors, officers, employees or
agents shall (i) be responsible for any recitals, representations or warranties
contained in, or for the execution, validity,


                                       28
<PAGE>   33

genuineness, effectiveness or enforceability of this Agreement, any Note or any
other instrument or document delivered hereunder or in connection herewith, or
(ii) be under any duty to inquire into or pass upon any of the foregoing
matters, or to make any inquiry concerning the performance by Borrower or any
other obligor of its obligations.

     7.7 Credit Investigation.

         Each Bank acknowledges that it has made such inquiries and taken such
care on its own behalf as would have been the case had the Commitment been
granted and the Loan made directly by such Bank to the Borrower. Each Bank
agrees and acknowledges that the Agent makes no representations or warranties
about the creditworthiness or the Borrower or any other party to this Agreement
or with respect to the legality, validity, sufficiency or enforceability of this
Agreement, the Notes or the value of any security therefor and that each Bank
has not entered into this Agreement in reliance upon any action, statement,
representation, or warranty of any other Bank or Agent. Each Bank agrees that it
will, independently and without reliance upon the Agent or any other Bank and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement. Neither the Agent nor any other Bank shall have any
obligation whatsoever to make any such credit analysis or decisions for a Bank
or to provide any credit or other information with respect to the Borrower now
or in the future in the possession of the Agent or such other Bank, except that
the Agent shall promptly forward to the Banks a copy of any notice received by
the Agent from the Borrower of the occurrence of an Event of default hereunder
and copies of all material documents delivered to it by the Borrower pursuant to
the terms hereof.

     7.8 Resignation.

         The Agent may resign at any time as the Agent under this Agreement by
giving written notice thereof to the Banks and the Borrower, which resignation
shall be effective upon a successor Agent's acceptance of its appointment. Upon
any such resignation, the Majority Banks shall have the right to appoint a
successor Agent hereunder, which successor Agent shall also be reasonably
acceptable to the Borrower so long as there is no Event of Default in existence
hereunder. If no such successor Agent shall have been so appointed by the
Majority Banks, or Borrower shall have reasonably rejected such appointment,
within thirty (30) days after the retiring Agent's giving of notice of
resignation, then the retiring agent may, on behalf of the Banks, appoint a
successor Agent, which shall be a commercial bank organized under the laws of
the United States of America or of any State thereof having assets of at least
One Hundred Million and No/100 Dollars ($100,000,000.00) and which shall be
reasonably acceptable to the Borrower. Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations hereunder. After any retiring Agent's resignation as an
Agent hereunder, the provisions of this Section VII shall insure to its benefit
as to any actions taken or omitted to be taken by it while it was an Agent under
the Loan Documents.

     7.9 Proration of Payments.

         Except as may be provided in other sections of this Agreement, all
funds received by Banks, or any of them, shall be allocated pro rata among all
banks in proportion to their respective Commitment Percentages as set forth in
Section 2.1 hereof. If any Bank or other holder of any Notes shall obtain any
payment or other recovery (whether voluntary, involuntary, by application of


                                       29
<PAGE>   34

offset or otherwise) on account of principal of or interest on the Notes then
held by it in excess of its pro rata share of payments and other recoveries
obtained by all Banks or other holders on account of principal of and interest
on the Notes then held by them, such Bank or other holder shall purchase from
the other Banks or holders such participation in the Note held by them as shall
be necessary to cause such purchasing Bank or other holder to share the excess
payment or other recovery ratably with each of them; provided, however, if all
or any portion of the excess payment or other recovery is thereafter recovered
from such purchasing holder, the purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without interest.
Notwithstanding the foregoing, except as set forth in Section 7.11 hereof, no
Bank shall have any obligation to account for or share any amount, property or
profit of any kind received by it for its own account arising out of a banking
or other relationship with the Borrower apart from the obligations under the
Loan Documents.

     7.10 No Liability For Errors.

         The Agent shall not be liable for any error in computing the amounts
payable to any Bank in respect of any amounts due to the Banks hereunder or in
making payment of such amounts. In the event of an error in computing any amount
payable to any Bank or in the making of a payment, the Agent, the Borrower and
such Bank shall, forthwith upon discovery of such error, make such adjustment as
shall be required to correct such error, including the payment of interest on
any amounts that were incorrectly paid or not paid from the date paid or of the
date due to the date returned or paid, all as the case may be, at the average
daily rate for the overnight sale of federal funds by the Agent in effect for
such period.

     7.11 Offset.

         In addition to and not in limitation of all rights of offset that any
Bank or other holder of any Note may have under applicable Laws, each Bank or
other holder of a Note shall, upon the occurrence of any Event of Default
described in this Agreement or in the Note in question, have the right to
appropriate and apply to the payment of such Notes any and all balances,
credits, deposits, accounts or moneys of the Borrower then or thereafter with
such Bank or other holder; provided, however, all funds received as a result of
such offsets shall be applied pro rata among the Banks in proportion to their
respective Commitment Percentages as set forth in Section 2.1 hereof. Each Bank
agrees to notify the other Banks immediately upon the exercise by it of this
right of offset.


                                8. MISCELLANEOUS

     8.1 Construction.

         The provisions of this Agreement shall be in addition to those of any
guaranty, pledge or security agreement, note or other evidence of liability held
by the Banks, all of which shall be construed as complementary to each other.
Nothing herein contained shall prevent the Banks from enforcing any or all other
notes, guaranties, pledge or security agreements in accordance with their
respective terms.

     8.2 Further Assurance.

         From time to time, the Borrower will execute and deliver to the Banks
such additional documents and will provide such additional information as the
Banks may reasonably require to



                                       30
<PAGE>   35

carry out the terms of this Agreement and be informed of the Borrower's
operations, business and condition.

     8.3 Enforcement and Waiver by the Banks.

         The Majority Banks shall have the sole and exclusive right to
administer, amend, waive or modify the Loan Documents, and are hereby empowered
to act for the Banks with regard to the aggregate Commitments and the
documentation thereof; provided, however, it shall take an affirmative vote of
all the Banks to (i) increase any of the several Commitments; (ii) decrease any
of the interest rates on the Loan; (iii) amend the payment dates for the Loans
or extend the Loan Termination Date on the Loans; (iv) approve prepayments of
the Subordinated Indebtedness; (v) amend the definition of Majority Banks; and
(vi) amend Section 5.2(B) or this Section 8.3. The Banks shall have the right at
all times to enforce the provisions of the Loan Documents in strict accordance
with the terms thereof, notwithstanding any conduct or custom on the part of the
Banks and/or Agent in refraining from so doing at any time or times. The failure
of the Banks at any time or times to enforce their rights under such provisions,
strictly in accordance with the same, shall not be construed as having created a
custom in any way or manner contrary to specific provisions of the Loan
Documents or as having in any way or manner modified or waived as same. All
rights and remedies of the Banks are cumulative and concurrent and the exercise
of one right or remedy shall not be deemed a waiver or release of any other
right or remedy.

     8.4 Expenses of the Agent.

         The Borrower will, on demand, reimburse the Agent for all expenses,
including the reasonable fees and expenses of legal counsel for the Agent,
incurred by the Agent in connection with the preparation, administration,
amendment, modification, or enforcement of the Loan Documents and the collection
or attempted collection of the Notes.

     8.5 Notices.

         Any notices or consents required or permitted by this Agreement shall
be in writing and shall be deemed delivered when delivered in person, or when
sent by certified mail, postage prepaid, return receipt requested or by
overnight courier service, to the address as follows, unless such address is
changed by written notice hereunder:

         (A) If to the Borrower:

                           O'Charley's Inc.
                           P.O. Box 291809
                           Nashville, TN 37229
                           Attn:  Chad Fitzhugh, Chief Financial Officer

                           cc:       J. Page Davidson, Esquire
                                     Felix Dowsley, Esquire
                                     Bass, Berry & Sims, PLC
                                     First American Center
                                     Nashville, TN 37229


                                       31
<PAGE>   36


         (B) If to the Agent:

                           First American National Bank
                           First American Center
                           Nashville, TN 37237-0202
                           Attn:  Ludolf H. Roell, Sr. Vice President

                           cc:      Kim A. Brown, Esquire
                                    Sherrard & Roe, PLC
                                    424 Church Street, Suite 2000
                                    Nashville, TN 37219

         (C) If to Co-Agent:

                           NationsBank of Tennessee, N.A.
                           One NationsBank Plaza
                           414 Union Street
                           Nashville, TN 37239
                           Attn:  William Diehl

         (D) If to the Banks:

                           Mercantile Bank National Association
                           One Mercantile Center, Tram 12-3
                           721 Locust Street
                           St. Louis, MO  63101
                           Attn:  Don Adam, Vice President

                           Bank One, N.A.
                           Kettering Tower
                           P.O. Box 1103
                           Dayton, OH 45423
                           Attn:  Glenn T. Campbell, Vice President

                           First Union National Bank
                           150 4th Avenue North
                           Nashville, TN 37219
                           Attn: Andrew C. Tompkins, Vice President

     8.6 Waiver and Release.

         To the maximum extent permitted by applicable Laws, the Borrower and
each Subsidiary:

         (A) Waive: (1) protest of all commercial paper at any time held by the
Banks on which the Borrower or any Subsidiary is in any way liable; and (2)
notice and opportunity to be heard, after acceleration in the manner provided in
Section 7.2, before exercise by the Banks of the remedies of self-help, set-off,
or of other summary procedures permitted by any applicable Laws or by an
agreements with the Borrower or any Subsidiary, and, except where required
hereby or by any applicable Laws, notice of any other action taken by the Banks;
and




                                       32
<PAGE>   37

         (B) Release the Banks and their officers, directors, attorneys,
employees, and agents from all claims for loss or damage caused by any act or
omission on the part of any of them except willful misconduct or gross
negligence.

     8.7 Indemnification.

         Borrower and each Subsidiary hereby indemnify and hold the Banks and
their officers, directors, attorneys, employees and agents free and harmless
from and against any and all actions, causes of action, suits, losses,
liabilities and damages, and expenses in connection therewith, including without
limitation counsel fees and disbursements, incurred by the Banks or any of them
as a result of, or arising out of, or relating to the execution, delivery,
performance or enforcement of the Loan Documents or any instrument contemplated
therein, except for any Bank's gross negligence or willful misconduct. If and to
the extent that the foregoing undertaking may be unenforceable for any reason,
Borrower and each Subsidiary hereby agree to make the maximum contribution to
the payment and satisfaction of such liabilities and costs permitted under
applicable Laws.

     8.8 Assignment/Participations.

         Each Bank may, with the prior written consent of the Borrower (which
may be unreasonably withheld) and the Agent, assign to one or more eligible
assignees all or a portion of its interests, rights and obligations under this
Agreement (including, without limitation, all or a portion of the Advances at
the time owing to it and the Notes held by it); provided, however, that (a) each
such assignment shall be of a constant, and not a varying, percentage of all the
assigning Bank's rights and obligations under this Agreement, (b) the Commitment
Percentage of the assigning Bank subject to each such assignment (determined as
of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Agent) shall in no event be less than $5,000,000 and must be in
multiples of $1,000,000, and (c) the parties to each such assignment shall
execute and deliver to the Agent, for its acceptance, an Assignment and
Acceptance, together with any Note or Notes subject to such assignment. Upon
such execution, delivery, acceptance and recording, from and after the effective
date specified in each Assignment and Acceptance, which effective date shall be
at least five Business Days after the execution thereof, (i) the assignee
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Bank hereunder,
and (ii) the assigning Bank thereunder shall, to the extent provided in such
assignment, be released from its obligations under this Agreement.
Notwithstanding the foregoing, each Bank may assign its interest under this
Agreement without the consent of any other party (but in compliance with such
reasonable documentation requirements as the Agent may impose), (A) to any
institutional Affiliate of such Bank, or (B) to the Federal Reserve Bank or any
branch thereof as collateral in the ordinary course of business.

         Notwithstanding any other provision of this Agreement, the Borrower
understands that any Bank may at any time enter into participation agreements
with one or more participating banks whereby such Bank will allocate certain
percentages of its Commitment to such bank or banks. The Borrower acknowledges
that, for the convenience of all parties, this Agreement is being entered into
with the Banks only and that Borrower's obligations hereunder are undertaken for
the benefit of, and as an inducement to, any such participating bank as well as
the Banks, and the Borrower hereby grants to each participating bank, to the
extent of its participation in the Commitment, the right to set off deposit
accounts maintained by the Borrower with such bank, provided that such
participating banks shall not become "Banks" hereunder, or be entitled to
directly exercise any of the rights or remedies of the Banks hereunder.



                                       33
<PAGE>   38


     8.9 Applicable Laws.

         The Laws of the State of Tennessee shall govern the construction of
this Agreement and the rights and remedies of the parties hereto.

     8.10 Binding Effect, Assignment and Entire Agreement.

         This Agreement shall inure to the benefit of, and shall be binding
upon, the respective successors and permitted assigns of the parties hereto. The
Borrower has no right to assign any of its rights or obligations hereunder
without the prior written consent of the Banks. This Agreement and the documents
executed and delivered pursuant hereto constitute the entire agreement between
the parties, and supersede all prior agreements and understandings among the
parties hereto. This Agreement may be amended only by a writing signed on behalf
of each party.

     8.11 Severability.

         If any provision of this Agreement shall be held invalid under any
applicable Laws, such invalidity shall not effect any other provision of this
Agreement that can be given effect without the invalid provision, and, to this
end, the provisions hereof are severable.

     8.12 Counterparts.

         This Agreement may be executed by the parties independently in any
number of counterparts, all of which together shall constitute but one and the
same instrument which is valid and effective as if all parties had executed the
same counterpart.

     8.13 Seal.

         This Agreement is intended to take effect as an instrument under seal.

     8.14 Venue.

         The Borrower and the Subsidiaries hereby irrevocably consent to the
jurisdiction of the United States District Court for the Middle District of
Tennessee and of all Tennessee state courts sitting in Davidson County,
Tennessee, for the purpose of any litigation to which the Agent or any other
Bank may be a party and which concerns this Agreement of the transactions
contemplated herein. It is further agreed that venue for any such action shall
lie exclusively with courts sitting in Davidson County, Tennessee, unless the
Agent agrees to the contrary in writing.

     8.15 Waiver of Jury Trial.

         THE BORROWER AND EACH SUBSIDIARY HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAWS) ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER, RELATING TO, OR
CONNECTED WITH THIS AGREEMENT, THE COLLATERAL OR ANY OTHER AGREEMENT, INSTRUMENT
OR DOCUMENT CONTEMPLATED HEREBY DELIVERED IN CONNECTION HEREWITH AND AGREE THAT
ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE BANKS' ENTERING INTO THIS AGREEMENT.



                                       34
<PAGE>   39


         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


AGENT                                                BORROWER

FIRST AMERICAN NATIONAL                     O'CHARLEY'S INC., a Tennessee
BANK, a national banking association        corporation


BY: /s/ Ludolf H. Roell                     BY:  /s/ A. Chad Fitzhugh
    -------------------------------             ------------------------------
TITLE:  Senior Vice President               TITLE:  Chief Financial Officer
       ----------------------------                ---------------------------




                                       35
<PAGE>   40




                SIGNATURE PAGE FOR NATIONSBANK OF TENNESSEE, N.A.
             FOR THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
                          DATED AS OF DECEMBER 8, 1997







NATIONSBANK OF TENNESSEE, N.A.



BY: /s/ William H. Diehl
   ----------------------------------

TITLE:  Vice President
       ------------------------------

                 "CO-AGENT"


<PAGE>   41


                   SIGNATURE PAGE FOR MERCANTILE BANK NATIONAL
               ASSOCIATION FOR THE AMENDED AND RESTATED REVOLVING
                  CREDIT AGREEMENT DATED AS OF DECEMBER 8, 1997








MERCANTILE BANK
NATIONAL ASSOCIATION


BY:  Donald A. Adam
    -------------------------------

TITLE:  Vice President
       ----------------------------




<PAGE>   42


                        SIGNATURE PAGE FOR BANK ONE, N.A.
                       FOR THE REVOLVING CREDIT AGREEMENT
                          DATED AS OF DECEMBER 8, 1997








BANK ONE, N.A.



BY:  Glenn T. Campbell
    ------------------------------

TITLE: Vice President
      ----------------------------




<PAGE>   43


                 SIGNATURE PAGE FOR FIRST AMERICAN NATIONAL BANK
             FOR THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
                          DATED AS OF DECEMBER 8, 1997







FIRST AMERICAN NATIONAL BANK


BY:  /s/ Ludolf H. Roell
    -----------------------------------

TITLE:  Senior Vice President
       --------------------------------


<PAGE>   44


                  SIGNATURE PAGE FOR FIRST UNION NATIONAL BANK
                     FOR THE AMENDED AND RESTATED REVOLVING
                  CREDIT AGREEMENT DATED AS OF DECEMBER 8, 1997







FIRST UNION NATIONAL BANK


BY:  S. Scott Miler
    -----------------------------------

TITLE:  Managing Director
      ---------------------------------


<PAGE>   45


                                   SCHEDULE I

                        Table for Calculation of Interest
                             Rates and Facility Fee

<TABLE>
<CAPTION>

Funded Debt to EBITDA     Applicable Index     Applicable     Facility Fee (Facility A)
---------------------     ----------------     ----------     -------------------------
Ratio                         Margin          LIBOR Margin
-----                         ------          ------------
<S>                        <C>                <C>              <C>
Below 1.30.                    .50%               .65%                 .10%
Between 1.30 and 1.90                             .75%                .125%
(including 1.30).              .50%
Between 1.90 and 2.35                             .85%                 .15%
(including 1.90).              .50%
2.35 and above.                .50%              1.10%                 .15%

</TABLE>



I. Interest Rate Margins

         The applicable Margin is indicated in the Table. The Applicable Index
Margin is subtracted from the Index Rate in the case of Floating Rate Loans, and
the Applicable LIBOR Margin is added to the LIBOR Rate in the case of LIBOR
Loans. The Applicable Index Margin for Floating Rate Loans shall be 50 basis
points (.50%) at all times. The Applicable LIBOR Margin for LIBOR Loans shall
adjust at the end of each applicable Eurodollar Interest Period but, in no
event, earlier than five (5) days after the receipt by the Agent of the
Borrower's compliance certificate confirming the Borrower's financial ratios for
the preceding quarter.


II. Facility Fee

         The applicable Facility Fee for Facility A is indicated in the Table.
The applicable Facility Fee for Facility A shall adjust quarterly to reflect
changes in the Funded Debt to EBITDA Ratio effective as of the first day of the
fiscal quarter immediately following the period covered by the quarterly
compliance certificate submitted to Bank in accordance with this Agreement. The
Facility Fee for Facility B shall be 0.125% per annum of the Total Commitments
for Facility B at all times.