864233--3/12/2009--O_CHARLEYS

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{condition, economic, financial}

{cost, operation, labor}

{financial, litigation, operation}

{competitive, industry, competition}

{debt, indebtedness, cash}

{system, service, information}

{personnel, key, retain}

{operation, natural, condition}

{regulation, change, law}

{cost, contract, operation}

{acquisition, growth, future}

{product, liability, claim}

{cost, regulation, environmental}

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The continuing deterioration in U.S. economic conditions is expected to adversely affect our results of operations. If we are unable to comply with our financial covenants, our liquidity and results of operations could be adversely affected. Our continued growth depends on our ability to open new restaurants and operate our new restaurants profitably, which in turn depends upon our continued access to capital. Our success depends on our ability to execute our strategic plan and to realize our anticipated supply chain efficiencies. Changing consumer preferences and discretionary spending patterns could force us to modify our concepts and menus and could result in a reduction in our We may experience higher operating costs, which would adversely affect our operating results, if we cannot increase menu prices to cover them. Our restaurants are concentrated geographically; if any one of the regions in which our restaurants are located experiences an economic downturn, adverse weather or other material change, our business results may suffer. Our restaurants may not be able to compete successfully with other restaurants, which could adversely affect our results of operations. Any disruption in manufacturing and distribution operations could adversely affect our ability to operate our restaurants. We rely heavily on technology in our business, and any interruption, failure or breach of security of that technology could negatively affect our ability to effectively operate our business. We may incur costs or liabilities and lose revenue as the result of government We may incur costs or liabilities as a result of litigation and publicity concerning food quality, health and other issues that can also cause guests to Failure to comply with current regulatory requirements will result in additional expenses and may adversely affect us. We are dependent upon our senior management team to execute our business

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864233--3/12/2009--O_CHARLEYS_INC