O CHARLEYS INC
FORM OF REVOLVING CREDIT NOTE
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>g80284exv10w2.txt
<DESCRIPTION>FORM OF REVOLVING CREDIT NOTE
<TEXT>
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                                                                    EXHIBIT 10.2

                              REVOLVING CREDIT NOTE

$__________                                                    __________, _____


         FOR VALUE RECEIVED, the undersigned, O'CHARLEY'S INC., a corporation
organized under the laws of Tennessee (the "Borrower"), promises to pay to the
order of _______________ (the "Lender"), at the place and times provided in the
Credit Agreement referred to below, the principal sum of _______________ DOLLARS
($__________) or, if less, the principal amount of all Revolving Credit Loans
made by the Lender from time to time pursuant to that certain Credit Agreement,
dated as of January __, 2003 (as amended, restated, supplemented or otherwise
modified, the "Credit Agreement"), by and among the Borrower, the Lenders who
are or may become a party thereto, as Lenders (the "Lenders"), and Wachovia
Bank, National Association, as Administrative Agent (the "Administrative
Agent"). Capitalized terms used herein and not defined herein shall have the
meanings assigned thereto in the Credit Agreement.

         The unpaid principal amount of this Revolving Credit Note from time to
time outstanding is subject to mandatory repayment from time to time as provided
in the Credit Agreement and shall bear interest as provided in Section 5.1 of
the Credit Agreement. All payments of principal and interest on this Revolving
Credit Note shall be payable in lawful currency of the United States of America
in immediately available funds to the account designated in the Credit
Agreement.

         This Revolving Credit Note is entitled to the benefits of, and
evidences Obligations incurred under, the Credit Agreement, to which reference
is made for a description of the security for this Revolving Credit Note and for
a statement of the terms and conditions on which the Borrower is permitted and
required to make prepayments and repayments of principal of the Obligations
evidenced by this Revolving Credit Note and on which such Obligations may be
declared to be immediately due and payable.

         THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, AND ALL ISSUES RELATED TO THE LEGALITY, VALIDITY OR
ENFORCEABILITY HEREOF, SHALL BE DETERMINED UNDER THE LAWS OF NEW YORK (INCLUDING
SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

         The Debt evidenced by this Revolving Credit Note is senior in right of
payment to all Subordinated Debt referred to in the Credit Agreement.

         The Borrower hereby waives all requirements as to diligence,
presentment, demand of payment, protest and (except as required by the Credit
Agreement) notice of any kind with respect to this Revolving Credit Note.


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         IN WITNESS WHEREOF, the undersigned has executed this Revolving Credit
Note under seal as of the day and year first above written.

                                       O'CHARLEY'S INC.


                                       By:
                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------














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