O CHARLEYS INC
SECURED PROMISSORY NOTE / CHAD FITZHUGH
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>10
<FILENAME>g76731exv10w8.txt
<DESCRIPTION>SECURED PROMISSORY NOTE / CHAD FITZHUGH
<TEXT>
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                                                                   EXHIBIT 10.8


                            SECURED PROMISSORY NOTE


$85,000.00                    Nashville, Tennessee            February 13, 2002


         FOR VALUE RECEIVED, the undersigned, A. Chad Fitzhugh, an individual
having an address of 3038 Sidco Drive, Nashville, Tennessee 37204 ("Maker"),
promises to pay to the order of O'CHARLEY'S INC., a Tennessee corporation,
having its principal offices at 3038 Sidco Drive, Nashville, Tennessee 37204
("Payee"; Payee and any subsequent holder[s] hereof are hereinafter referred to
collectively as "Holder"), without grace, at the principal office of Payee, or
at such other place as Holder may designate to Maker in writing from time to
time, the principal sum of EIGHTY FIVE THOUSAND AND 00/100THS DOLLARS
($85,000.00), together with interest on the outstanding principal balance
hereof at an annual rate equal to five percent (5%); provided, however, that in
no event shall the rate of interest payable in respect of the indebtedness
evidenced hereby exceed the maximum rate of interest from time to time allowed
to be charged by applicable law (the "Maximum Rate"). Interest shall be
calculated on the basis of a 360-day year and the actual number of days
elapsed, to the extent permitted by applicable law.

         The entire outstanding principal balance, together with all accrued
and unpaid interest, shall be immediately due and payable in full on February
13, 2005 (the "Maturity Date").

         All payments in respect of the indebtedness evidenced hereby shall be
made in collected funds, and shall be applied to principal, accrued interest
and charges and expenses owing under or in connection with this Note in such
order as Holder elects, except that payments shall be applied to accrued
interest before principal.

         Time is of the essence of this Note. It is hereby expressly agreed
that if any default occurs in the payment of principal or interest as
stipulated above, or if any default or event of default occurs under any other
instrument or document now or hereafter further evidencing, securing or
otherwise relating to the indebtedness evidenced hereby; then, and in such
event, the entire outstanding principal balance of the indebtedness evidenced
hereby, together with any other sums advanced hereunder, and/or under any other
instrument or document now or hereafter evidencing, securing or in any way
relating to the indebtedness evidenced hereby, together with all unpaid
interest accrued thereon, shall, at the option of Holder and without notice to
Maker, at once become due and payable and may be collected forthwith,
regardless of the stipulated date of maturity. Upon the occurrence of any
default as set forth herein, at the option of Holder and without notice to
Maker, all accrued and unpaid interest, if any, shall be added to the
outstanding principal balance hereof, and the entire outstanding principal
balance, as so adjusted, shall bear interest thereafter until paid at an annual
rate (the "Default Rate") equal to the Maximum Rate, regardless of whether
there has been an acceleration of the


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payment of principal as set forth herein. All such interest shall be paid at
the time of and as a condition precedent to the curing of any such default.

         In the event this Note is placed in the hands of an attorney for
collection or for enforcement or protection of the security, or if Holder
incurs any costs incident to the collection of the indebtedness evidenced
hereby or the enforcement or protection of the security, Maker and any
indorsers hereof agree to pay a reasonable attorney's fee, all court and other
costs and the reasonable costs of any other collection efforts.

         Presentment for payment, demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties hereto. No
failure to accelerate the indebtedness evidenced hereby by reason of default
hereunder, acceptance of a past-due installment or other indulgences granted
from time to time, shall be construed as a novation of this Note or as a waiver
of such right of acceleration or of the right of Holder thereafter to insist
upon strict compliance with the terms of this Note or to prevent the exercise
of such right of acceleration or any other right granted hereunder or by
applicable laws. Unless otherwise specifically agreed by Holder in writing, the
liability of Maker and all other persons now or hereafter liable for payment of
the indebtedness evidenced hereby, or any portion thereof, shall not be
affected by (1) any renewal hereof or other extension of the time for payment
of the indebtedness evidenced hereby or any amount due in respect thereof, (2)
the release of all or any part of any collateral now or hereafter securing the
payment of the indebtedness evidenced hereby or any portion thereof, or (3) the
release of or resort to any person now or hereafter liable for payment of the
indebtedness evidenced hereby or any portion thereof. This Note may not be
changed orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification or discharge is sought.

         To the extent permitted by applicable law, Maker hereby waives and
renounces for itself, its heirs, successors and assigns, all rights to the
benefits of any appraisement, exception and homestead now provided, or that may
hereafter be provided by the Constitution and laws of the United States of
America and of any state thereof in and to all of its property, real and
personal, against the enforcement and collection of the indebtedness and other
obligations evidenced by this Note.

         The indebtedness and other obligations evidenced by this Note are
further evidenced and/or secured by a Stock Pledge and Security Agreement of
even date herewith by and between Maker and Payee.

         All agreements herein made are expressly limited so that in no event
whatsoever, whether by reason of advancement of proceeds hereof, acceleration
of maturity of the unpaid balance hereof or otherwise, shall the interest and
loan charges agreed to be paid to Holder for the use of the money advanced or
to be advanced hereunder exceed the maximum amounts collectible under
applicable laws in effect from time to time. If for any reason whatsoever the
interest or loan charges paid or contracted to be paid in respect of the
indebtedness evidenced hereby shall exceed the maximum amounts collectible
under applicable laws in effect from time to time, then, ipso facto, the
obligation to pay


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such interest and/or loan charges shall be reduced to the maximum amounts
collectible under applicable laws in effect from time to time, and any amounts
collected by Holder that exceed such maximum amounts shall be applied to the
reduction of the principal balance remaining unpaid hereunder and/or refunded
to Maker so that at no time shall the interest or loan charges paid or payable
in respect of the indebtedness evidenced hereby exceed the maximum amounts
permitted from time to time by applicable law. This provision shall control
every other provision in any and all other agreements and instruments now
existing or hereafter arising between Maker and Holder with respect to the
indebtedness evidenced hereby.

         This Note has been negotiated, executed and delivered in the State of
Tennessee, and is intended as a contract under and shall be construed and
enforceable in accordance with the laws of said state, except to the extent
that federal law may be applicable to the determination of the Maximum Rate.

         As used herein, the terms "Maker" and "Holder" shall be deemed to
include their respective successors, legal representatives and assigns, whether
by voluntary action of the parties or by operation of law. In the event that
more than one person, firm or entity is a maker hereunder, then all references
to "Maker" shall be deemed to refer equally to each of said persons, firms
and/or entities, all of whom shall be jointly and severally liable for all of
the obligations of Maker hereunder.

         IN WITNESS WHEREOF, the undersigned Maker has caused this Note to be
executed by its duly authorized officer as of the date first above written.


                                    MAKER:


                                    /s/ A. Chad Fitzhugh
                                    -------------------------------------------
                                    A. Chad Fitzhugh

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