Purchase and Sale Agreement



 Exhibit 10.1 
 PURCHASE AND SALE AGREEMENT 
 This PURCHASE AND SALE AGREEMENT (this
“Agreement”) is made and entered into as of October 17, 2011, by and between STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company (“Purchaser”), as purchaser, and
O’CHARLEY’S INC., a Tennessee corporation (“Lessee”), O’CHARLEY’S FINANCE COMPANY INC., a Tennessee corporation (“OFC”), and O’CHARLEY’S RESTAURANT PROPERTIES, LLC
(“ORP”), a Delaware limited liability company (Lessee, OFC and ORP are collectively referred to herein as the “Seller”), as seller. For and in consideration of the mutual covenants and promises hereinafter set forth, the
parties hereby mutually covenant and agree as follows: 
 1. Purchaser (and/or its designated affiliates) agrees to purchase,
and Seller agrees to sell, all of Seller’s right, title and interest in and to the parcel or parcels of real property listed on Exhibit A attached hereto, together with any and all improvements thereon and appurtenances thereto (the
“Properties”). The aggregate purchase price to be paid by Purchaser to Seller for the Properties is One Hundred Five Million and 00/100 Dollars ($105,000,000) (the “Purchase Price”). The closing of such purchase and
sale shall occur contemporaneously with the execution of this Agreement and shall be evidenced by such deeds and other closing documents executed contemporaneously herewith. 
 2. At closing, Lessee shall lease the Properties from Purchaser (and/or its designated affiliates), as lessor, pursuant to five (5) separate Master Lease Agreements executed contemporaneously
herewith, at the rent and pursuant to the terms and conditions contained therein. 
 3. Seller shall be responsible for the
payment of all transaction costs incurred by Seller in connection with this transaction, including the cost of all surveys, environmental reports and other due diligence items provided by Seller to Purchaser; provided, however, that
notwithstanding any provision contained in this Agreement, Seller and Purchaser shall each be responsible for the payment of the fees and expenses of their respective legal counsel, accountants and other professional advisers and Purchaser shall be
responsible for all out-of-pocket costs and expenses related to any financing, including costs of any loan policies and any appraisals or other due diligence obtained by Purchaser (other than the due diligence provided by Seller). 

4. Each of the parties represents and warrants to the other that neither party has dealt with, negotiated through or communicated with
any broker in connection with this transaction. Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, loss, costs and expenses, including reasonable attorneys’ fees, resulting from any claims
that may be made against the indemnified party by any broker claiming a commission or fee by, through or under such indemnifying party. The parties’ respective obligations under this paragraph 4 shall survive closing. 

5. Each party represents and warrants that it has all requisite power to execute, deliver and perform its obligations under this
Agreement and that the individual who has executed this Agreement on behalf of Seller or Purchaser, as applicable, is duly authorized to do so. Upon execution by the parties, this Agreement and all other related documents to which each is a party
shall constitute the legal, valid and binding obligations of each such party in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar
laws relating to or affecting the rights of creditors generally, or by general equitable principles. 







 6. This Agreement shall be governed by, and construed with, the laws of the applicable state
or states in which the Properties are located, without giving effect to any state’s conflict of laws principles. 

[Remainder of page intentionally left blank; signature page(s) to follow] 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered as of the date first set forth above. 
  

			
	PURCHASER:
	
	 STORE CAPITAL ACQUISITIONS, LLC, a
 Delaware limited liability company

		
	By:	 	 /s/ Michael J. Zieg

		
	Name:	 	 Michael J. Zieg

		
	Title:	 	 Executive Vice President










 
			
	SELLER:
	
	O’CHARLEY’S INC., a Tennessee corporation
		
	By:	 	 /s/ R. Jeffrey Williams

		
	Name:	 	 R. Jeffrey Williams

		
	Title:	 	 CFO

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

		
	By:	 	 /s/ R. Jeffrey Williams

		
	Name:	 	 R. Jeffrey Williams

		
	Title:	 	 Asst. Sec & Treasurer

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

		
	By:	 	 /s/ R. Jeffrey Williams

		
	Name:	 	 R. Jeffrey Williams

		
	Title:	 	 Asst. Sec & Treasurer










 EXHIBIT A 
 PROPERTIES 
  

					
	Pool 1	  	Store #	  	
		  	 232
	  	Cookeville, TN
		  	 366
	  	Knoxville, TN
		  	 312
	  	Stockbridge, GA
		  	 257
	  	Owensboro, KY
		  	 353
	  	Georgetown, KY
		  	 370
	  	Ft. Oglethorpe, GA
		  	 426
	  	Camby, IN
		  	 386
	  	Harrisonburg, VA
		  	 248
	  	Springdale, OH
		  	 908
	  	Greensboro, NC
			
	Pool 2	  		  	
		  	 269
	  	Southaven, MS
		  	 259
	  	Conyers, GA
		  	 371
	  	McDonough, GA
		  	 412
	  	Grove City, OH
		  	 393
	  	Simpsonville, SC
		  	 360
	  	Springfield, OH
		  	 368
	  	Murfreesboro, TN
		  	 209
	  	Lexington, KY
		  	 354
	  	Kennesaw, GA
		  	 343
	  	Daphne, AL
			
	Pool 3	  		  	
		  	 281
	  	Snellville, GA
		  	 300
	  	Morristown, TN
		  	 263
	  	Lebanon, TN
		  	 264
	  	Cumming, GA
		  	 316
	  	Lynchburg, VA
		  	 350
	  	Augusta, GA
		  	 271
	  	Frankfort, KY
		  	 383
	  	Mansfield, OH
		  	 212
	  	Lexington, KY
		  	 317
	  	Panama City, FL









					
	 Pool 4
	  		  	
		  	 430
	  	Lake Charles, LA
		  	 236
	  	Clarksville, TN
		  	 355
	  	Corydon, IN
		  	 254
	  	Hattiesburg, MS
		  	 339
	  	Foley, AL
		  	 319
	  	Columbus, OH
		  	 420
	  	Carrollton, GA
		  	 410
	  	Greenfield, IN
		  	 396
	  	Salisbury, NC
		  	 306
	  	Champaign, IL
			
	 Pool 5
	  		  	
		  	 274
	  	Dayton, OH
		  	 249
	  	Cleveland, TN
		  	 228
	  	Louisville, KY
		  	 322
	  	Charleston, SC
		  	 400
	  	Fayetteville, GA
		  	 275
	  	Canton, GA
		  	 204
	  	Goodlettsville, TN
		  	 406
	  	Greenwood, IN
		  	 320
	  	Charlotte, NC
		  	 251
	  	Lawrenceville, GA