FOURTH AMENDMENT

Exhibit 10.1

Execution Version

FOURTH AMENDMENT

     THIS FOURTH AMENDMENT (this “Agreement”), is made and entered into as of December 5, 2008, with an effective date set forth in Section 4 hereof, by and among O’CHARLEY’S INC., a Tennessee corporation (the “Borrower”), the Lenders party to the Credit Agreement referred to below and identified on the signature pages hereto as a “Lender” (the “Lenders”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Statement of Purpose

     The Borrower, the Lenders and the Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of October 18, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have extended certain credit facilities to the Borrower.

     The Borrower has requested, and the Lenders and the Administrative Agent have agreed, subject to the terms and conditions set forth herein, to amend the Credit Agreement and waive an Event of Default that may have occurred, each as specifically set forth herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

     1. Capitalized Terms. All capitalized undefined terms used in this Agreement (including, without limitation, in the Statement of Purpose hereto) shall have the meanings assigned thereto in the Credit Agreement.

     2. Amendments to Credit Agreement. Subject to and in accordance with the terms and conditions set forth herein, the Administrative Agent and the Lenders hereby agree to amend the Credit Agreement as follows:

     (a) Amendments to Section 1.1.

     (i) Section 1.1 is hereby amended by adding the following defined terms in the proper alphabetical order:

     “‘Excess Cash Flow’ means, for the Borrower and its Subsidiaries on a Consolidated basis, in accordance with GAAP for any Fiscal Year, the excess, if any, of:

     (a) cash flow from operations, minus

     (b) the sum, without duplication, of (i) the aggregate amount actually paid by the Borrower and its Subsidiaries in cash during such Fiscal Year on account of permitted Capital Expenditures (other than to the extent any such Capital Expenditure is made with the proceeds of Debt (other than purchases of

Capital Assets financed through the Borrower’s cash management system under the Revolving Credit Facility), any equity issuance, casualty proceeds, condemnation proceeds or other proceeds that would not be included in cash flow from operations), (ii) the aggregate amount of all Scheduled Principal Repayments made by the Borrower and its Subsidiaries during such Fiscal Year, but only to the extent that such payments or repayments by their terms cannot be reborrowed or redrawn and do not occur in connection with a refinancing of all or any portion of such Debt and (iii) prepayments or repayments of principal of Revolving Credit Loans to the extent that the Revolving Credit Commitment is permanently reduced by an equal amount at the time of such payment or prepayment.”

     “‘Fourth Amendment Effective Date’ means December 5, 2008.”

     “‘LIBOR Unavailability Period’ means any period of time during which a notice to the Borrower in accordance with Section 5.8 shall remain in force and effect.”

     (ii) The definition of “Aggregate Commitment” is hereby deleted in its entirety and replaced as follows:

     “‘Aggregate Commitment’ means the aggregate amount of the Lenders’ Commitments hereunder, as such amount may be reduced or otherwise modified at any time or from time to time pursuant to the terms hereof. On the Fourth Amendment Effective Date, the Aggregate Commitment shall be Ninety Million Dollars ($90,000,000).”

     (iii) The definition of “Aggregate Permitted Note Repurchases Amount” is hereby deleted in its entirety.

     (iv) The definition of “Base Rate” is hereby deleted in its entirety and replaced as follows:

     “‘Base Rate’ means, at any time, the higher of (a) the Prime Rate, (b) the Federal Funds Rate plus ¹/2 of 1% and (c) except during a LIBOR Unavailability Period, 0.750% plus the LIBOR Rate; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, Federal Funds Rate or LIBOR Rate.”

     (v) The definition of “Business Day” is hereby deleted in its entirety and replaced as follows:

     “‘Business Day’ means (a) for all purposes other than as set forth in clause (b) below, any day other than a Saturday, Sunday or legal holiday on which banks in Charlotte, North Carolina and New York, New York, are open for the conduct of their commercial banking business, and (b) with respect to all notices and determinations in connection with the LIBOR Rate, and payments of principal and interest with respect to any LIBOR Rate Loan, any day that is a Business Day

described in clause (a) and that is also a day for trading by and between banks in Dollar deposits in the London interbank market.”

     (vi) The definition of “EBITDA” is hereby deleted in its entirety and replaced as follows:

     “‘EBITDA’ means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP: (a) Net Income for such period plus (b) the sum of the following to the extent deducted in determining Net Income: (i) Tax Expense, (ii) Interest Expense, (iii) amortization, depreciation and other non-cash charges and (iv) non-cash stock compensation expenses, less (c) interest income and any extraordinary gains, plus (d) extraordinary losses in amounts reasonably acceptable to the Administrative Agent; provided that the Borrower shall be entitled to add back to EBITDA certain cash and non-cash charges in an aggregate amount not to exceed $14,000,000 that are incurred during the 2007 and/or 2008 Fiscal Years in connection with the asset dispositions permitted pursuant to the Amendment and Consent by and among the Credit Parties, the Lenders and the Administrative Agent dated as of July 12, 2007.”

     (vii) The definition of “LIBOR” is hereby deleted in its entirety and replaced as follows:

     “‘LIBOR’ means,

     (a) with respect to LIBOR Rate Loans, the rate of interest per annum determined on the basis of the rate for deposits in Dollars in minimum amounts of at least Five Million Dollars ($5,000,000) for a period equal to the applicable Interest Period which appears on the Telerate Page 3750 at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest 1/100th of 1%). If, for any reason, such rate does not appear on Telerate Page 3750, then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least Five Million Dollars ($5,000,000) would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period. Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error;

     (b) for any interest calculation with respect to a Base Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars in the approximate amount of the Base Rate Loan being made, continued or converted for a period equal to one (1) month commencing that day which appears on the Telerate Page 3750 at approximately 11:00 a.m. (London time) on the applicable date of determination. If, for any reason, such rate does not appear

on Telerate Page 3750, then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars the approximate amount of the Base Rate Loan being made, continued or converted would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) on the applicable date of determination for a period equal to one (1) month. Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.”

     (viii) The definition of “Permitted Note Repurchases” is hereby deleted in its entirety.

     (ix) The definition of “Ratings Downgrade” is hereby amended by deleting the word “and” at the end of clause (i) and replacing it with the word “or”.

     (x) The definition of “Revolving Credit Commitment” is hereby deleted in its entirety and replaced as follows:

     “‘Revolving Credit Commitment’ means (a) as to any Lender, the obligation of such Lender to make Revolving Credit Loans to the account of the Borrower hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on the Register as such amount may be reduced or modified at any time or from time to time pursuant to the terms hereof and (b) as to all Lenders, the aggregate commitment of all Lenders to make Revolving Credit Loans, as such amount may be reduced or modified at any time or from time to time pursuant to the terms hereof. The Revolving Credit Commitment of all Lenders on the Fourth Amendment Effective Date shall be Ninety Million Dollars ($90,000,000).”

     (xi) The definition of “Swingline Commitment” is hereby amended by replacing the amount “Ten Million Dollars ($10,000,000)” with “Seven Million Five Hundred Thousand Dollars ($7,500,000)”.

     (b) Amendments to Section 2.6.

     (i) Section 2.6(a) (“Voluntary Reduction”) is hereby deleted in its entirety and replaced as follows:

     “(a) Voluntary Reduction. The Borrower shall have the right at any time and from time to time, upon at least five (5) Business Days prior written notice to the Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate principal amount not less than $1,000,000 or any whole multiple of $500,000 in excess thereof. The amount of each partial permanent reduction shall permanently reduce the Lenders’ Revolving Credit Commitments pro rata in accordance with their respective Revolving Credit Commitment Percentages.”

     (ii) Section 2.6(b) (“[Intentionally Omitted]”) is hereby deleted in its entirety and replaced as follows:

     “(b) Mandatory Reduction. The Revolving Credit Commitment shall be permanently reduced on the date of each mandatory prepayment under Section 4.3 by an amount equal to the mandatory prepayment amount required pursuant to such Section until the Revolving Credit Commitment has been reduced to Sixty-Five Million Dollars ($65,000,000). To the extent outstanding Revolving Credit Loans have been reduced to zero, the Revolving Credit Commitment shall continue to be permanently reduced by the mandatory prepayment amounts required by Section 4.3 until the Revolving Credit Commitment has been reduced to Sixty-Five Million Dollars ($65,000,000). Thereafter, any additional mandatory prepayments shall not permanently reduce the Revolving Credit Commitment; provided, however, the Borrower shall have the right to voluntarily further reduce the Revolving Credit Commitment in accordance with Section 2.6(a). In addition to the foregoing, the Revolving Credit Commitment shall be permanently reduced to Sixty-Five Million Dollars ($65,000,000) on April 18, 2010.”

     (iii) Section 2.6(c) (“Corresponding Payment”) is hereby amended by adding the words “or required” immediately after the phrase “Each permanent reduction permitted” in the first sentence of such clause (c).

     (c) Amendment to Section 2.8. Section 2.8 (“Increase of Revolving Credit Commitment”) is hereby deleted in its entirety.

     (d) Amendment to Section 4.3. Section 4.3 (“[Intentionally Omitted]”) is hereby deleted in its entirety and replaced as follows:

     “SECTION 4.3 Mandatory Prepayments of Revolving Credit Loans.

     (a) The Borrower shall prepay the Revolving Credit Loans in the manner set forth in Section 4.4 below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any asset sale or sale-leaseback transaction by the Borrower or any of its Subsidiaries (other than such asset sales or sale-leaseback transactions permitted pursuant to Sections 11.5(a), (b), (c), (d), (e), (g), (k), (l), (n) or (o)). Such prepayments shall be made within three (3) Business Days after receipt of the Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries.

     (b) No later than one hundred twenty (120) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 27, 2009), the Borrower shall make mandatory principal prepayments of the Revolving Credit Loans in the manner set forth in Section 4.4 below in an amount equal to seventy-five percent (75%) of Excess Cash Flow, if any, for such Fiscal Year.”

     (e) Amendment to Section 4.4. Section 4.4 (“Application of Proceeds”) is hereby deleted in its entirety and replaced as follows:

     “SECTION 4.4 Application of Proceeds. Upon the occurrence of any event triggering the prepayment requirement under Section 4.3 above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Concurrently with any prepayment under Section 4.3(b) above, the Borrower shall also deliver a worksheet containing the calculations of Excess Cash Flow in form and substance reasonably satisfactory to the Administrative Agent. Each prepayment of the Revolving Credit Loans under Section 4.3 shall be applied to reduce the outstanding Revolving Credit Loans with a corresponding permanent reduction in the Revolving Credit Commitment to the extent such Commitment reduction is required by Section 2.6(b). For clarification purposes, it is understood and agreed that even if there are no outstanding Revolving Credit Loans on the date of such required prepayment, the Revolving Credit Commitment shall still be reduced by such mandatory prepayment amount to the extent such Commitment reduction is required by Section 2.6(b); provided, however, to the extent any excess proceeds exist after all outstanding Revolving Credit Loans have been repaid in full, the Borrower shall be entitled to keep such excess proceeds.”

     (f) Amendment to Section 5.1. Section 5.1(c) (“Applicable Margin”) and the accompanying pricing grid is hereby deleted in its entirety and replaced as follows:

     (c) Applicable Margin. The Applicable Margin provided for in Section 5.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the earlier of (i) the date on which Borrower provides or (ii) the date on which the Borrower is required to provide, an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter of the Borrower; provided, however, that (A) commencing on the Fourth Amendment Effective Date, the Applicable Margin shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until the first Calculation Date occurring after the Fourth Amendment Effective Date and, thereafter the Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, the Applicable Margin shall be effective from one

Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.

Pricing Grid

		Adjusted Debt to				Applicable Base				Applicable LIBOR
Level		EBITDAR Ratio				Rate Margin				Rate Margin
I		Greater than or equal to 5.25 to 1.00					3.250	%			4.000	%
II		Greater than or equal to 5.00 to 1.00 but less than 5.25 to 1.00					2.750	%			3.500	%
III		Greater than or equal to 4.50 to 1.00 but less than 5.00 to 1.00					2.500	%			3.250	%
IV		Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00					2.250	%			3.000	%
V		Less than 4.00 to 1.00					2.000	%			2.750	%

     (g) Amendment to Section 5.3. Section 5.3(a) (“Commitment Fee”) is hereby deleted in its entirety and replaced as follows:

     (a) Commitment Fee. Commencing on the Closing Date, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, a non-refundable commitment fee at a rate per annum equal to the applicable rate based upon the table set forth below (the “Commitment Fee Rate”) on the aggregate average daily unused portion of the Revolving Credit Commitment; provided, that the amount of outstanding Swingline Loans shall not be considered usage of the Revolving Credit Commitment for the purpose of calculating such commitment fee (other than with respect to calculating any commitment fee due to the Swingline Lender in which case, the full Swingline Commitment shall be deemed usage of the Revolving Credit Commitment). The commitment fee shall be payable in arrears on the last Business Day of each calendar quarter during the term of this Agreement commencing on the first such date following the Closing Date, and on the Revolving Credit Maturity Date. Such commitment fee shall be distributed by the Administrative Agent to the Lenders pro rata in accordance with the Lenders’ respective Revolving Credit Commitment Percentages. The Commitment Fee Rate shall be based upon the table set forth below and shall be determined and adjusted quarterly on each Calculation Date; provided, however, that (i) commencing on the Fourth Amendment Effective Date, the Commitment Fee Rate shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until the first Calculation Date occurring after the Fourth Amendment Effective Date and thereafter the Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the

most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (ii) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Commitment Fee Rate from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. Subject to Sections 5.3(a)(i) and (ii) in the preceding sentence, the Commitment Fee Rate shall be effective from one Calculation Date until the next Calculation Date.

Pricing Level		Adjusted Debt to EBITDAR Ratio				Commitment Fee Rate
I		Greater than or equal to 5.25 to 1.00					0.875	%
II		Greater than or equal to 5.00 to 1.00, but less than 5.25 to 1.00					0.750	%
III		Greater than or equal to 4.50 to 1.0, but less than 5.00 to 1.00					0.750	%
IV		Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00					0.625	%
V		Less than 4.00 to 1.00					0.500	%

     (h) Amendment to Section 5.8. Section 5.8 (“Changed Circumstances”) is hereby deleted in its entirety and replaced as follows:

     “SECTION 5.8 Changed Circumstances.

     (a) Circumstances Affecting LIBOR Rate Availability. If, with respect to any Interest Period or with respect to Base Rate Loans as to which the interest rate is determined with reference to the LIBOR Rate, the Administrative Agent or any Lender (after consultation with the Administrative Agent) shall determine that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars, in the applicable amounts are not being quoted via the Telerate Page 3750 or offered to the Administrative Agent or such Lender for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and Base Rate Loans as to which the interest rate is determined with reference to the LIBOR Rate and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan or a Base Rate Loan as to which the interest rate is determined with reference to the LIBOR Rate shall be suspended, and (i) the Borrower shall repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such LIBOR Rate Loan or convert the then outstanding principal amount of each such

LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period and (ii) all outstanding Base Rate Loans as to which interest was determined with reference to the LIBOR Rate shall have interest rates calculated in accordance with clauses (a) and (b) in the definition of Base Rate.

     (b) Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or any Base Rate Loan as to which the interest rate is determined with reference to the LIBOR Rate, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and Base Rate Loans as to which the interest rate is determined with reference to the LIBOR Rate and the right of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan or a Base Rate Loan as to which the interest rate is determined with reference to the LIBOR Rate shall be suspended and thereafter the Borrower may select only Base Rate Loans (as to which the interest rates shall be calculated pursuant to clauses (a) and (b) of the definition of “Base Rate”) hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan or any Base Rate Loan as to which the interest rate is determined with reference to the LIBOR Rate to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan (as to which the interest rates shall be calculated pursuant to clauses (a) and (b) of the definition of “Base Rate”) for the remainder of such Interest Period.”

     (i) Amendment to Section 9.11. Section 9.11(a) (“Additional Domestic Subsidiaries”) is hereby amended by adding the phrase “other than those Franchisees that are or become wholly-owned by the Borrower” immediately following the phrase “excluding any Franchisees” in the parenthetical in such Section.

     (j) Amendment to Section 10.1. Section 10.1 (“Maximum Adjusted Debt to EBITDAR Ratio”) is hereby deleted in its entirety and replaced as follows:

     SECTION 10.1 Maximum Adjusted Debt to EBITDAR Ratio. As of any Fiscal Quarter ending during the periods specified below, permit the ratio of (a) Adjusted Debt on such date (less any cash existing on the Consolidated balance sheet on such date) to (b) EBITDAR for the period of four (4) consecutive Fiscal Quarters ending on or immediately prior to such date to be greater than the corresponding ratio set forth below: