NOTICE OF GUARANTEED DELIVERY
TO TENDER
OUTSTANDING 9% SENIOR SUBORDINATED NOTES DUE 2013
OF
O'CHARLEY'S INC.
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS
DATED , 2004
As set forth in the Prospectus, dated , 2004 (as the same may be
amended or supplemented from time to time, the "Prospectus"), of O'Charley's
Inc. (the "Company") under the caption "Exchange Offer -- Guaranteed Delivery
Procedures" and in the Letter of Transmittal to tender 9% Senior Subordinated
Notes due 2013 of O'Charley's Inc., this form or one substantially equivalent
hereto must be used to accept the Exchange Offer (as defined below) if: (i)
certificates for outstanding 9% Senior Subordinated Notes due 2013 (the
"Outstanding Notes") of the Company are not immediately available, (ii) time
will not permit all required documents to reach the Exchange Agent on or prior
to the Expiration Date (as defined below), or (iii) the procedures for
book-entry transfer cannot be completed on or prior to the Expiration Date. This
form may be delivered by facsimile transmission, by registered or certified
mail, by hand, or by overnight delivery service to the Exchange Agent. See
"Exchange Offer -- Procedures for Tendering" in the Prospectus.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME,
ON , 2004 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS
EXTENDED BY THE COMPANY.
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
<Table>
By Mail: By Overnight Courier and Hand Delivery: By Facsimile:
The Bank of New York The Bank of New York (212) 298-1915
101 Barclay Street 101 Barclay Street (For Eligible Institutions
New York, NY 10286 New York, NY 10286 Only)
Attn: Reorganization Department Attn: Reorganization Department Confirm By Telephone:
(registered or certified mail ( ) -
recommended)
</Table>
Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission of instructions via a facsimile transmission to
a number other than as set forth above will not constitute a valid delivery.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and
conditions set forth in the Prospectus and in the Letter of Transmittal (which
together constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, the principal amount of Outstanding Notes set forth below pursuant
to the guaranteed delivery procedures described in the Prospectus and in the
Letter of Transmittal.
The undersigned understands and acknowledges that the Exchange Offer will
expire at 5:00 p.m., Eastern time, on , 2004, unless extended by the
Company.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
<Table>
<Caption>
- -------------------------------------------------------------------------------------------
DESCRIPTION OF OUTSTANDING NOTES TENDERED
- -------------------------------------------------------------------------------------------
CERTIFICATE NUMBER(S) (IF KNOWN) OF
OUTSTANDING NOTES OR ACCOUNT NUMBER AGGREGATE PRINCIPAL AMOUNT AGGREGATE PRINCIPAL AMOUNT
AT THE BOOK-ENTRY FACILITY REPRESENTED TENDERED
- -------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Total: Total:
- -------------------------------------------------------------------------------------------
</Table>
PLEASE SIGN AND COMPLETE
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Signature(s): Name(s):
--------------------------------------- ------------------------------------------
Address: Capacity (full title), if signing in a representative
-------------------------------------------- capacity:
--------------------------------------------
--------------------------------------------
(ZIP CODE)
Area Code and Telephone Number:
- ------------------------------------------------------------------------------------------------------------
Dated: Taxpayer Identification or Social Security
---------------------------------------------- Number:
-------------------------------------------
</Table>
THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED
2
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, being a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States, or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees
(a) that the above named person(s) "own(s)" the Outstanding Notes tendered
hereby within the meaning of Rule 14e-4 ("Rule 14e-4") under the Securities
Exchange Act of 1934, as amended, (b) that such tender of such Outstanding Notes
complies with Rule 14e-4, and (c) to deliver to the Exchange Agent the
certificates representing the Outstanding Notes tendered hereby or confirmation
of book-entry transfer of such Outstanding Notes into the Exchange Agent's
account at The Depository Trust Company, in proper form for transfer, together
with the Letter of Transmittal (or facsimile thereof), properly completed and
duly executed, with any required signature guarantees and any other required
documents, within three New York Stock Exchange trading days after the
Expiration Date.
Name of Firm:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
Area Code and Telephone No.:
- --------------------------------------------------------------------------------
Authorized Signature:
- --------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
Title:
- --------------------------------------------------------------------------------
Dated:
- --------------------------------------------------------------------------------
NOTE: DO NOT SEND CERTIFICATES OF OUTSTANDING NOTES WITH THIS FORM. CERTIFICATES
OF OUTSTANDING NOTES SHOULD BE SENT ONLY WITH A LETTER OF TRANSMITTAL.
3