O'Charley's Baked Potato Soup

3 lbs. red potatoes
1/4 cup butter, melted
1/4 cup flour
2 quarts half−and−half
1 pound block Velveeta cheese, melted
White pepper, to taste
Garlic powder, to taste
1 tsp. hot pepper sauce
1/2 lb. bacon, fried crisply
1 cup cheddar cheese, shredded
1/2 cup fresh chives, chopped
1/2 cup fresh parsley, chopped
Dice unpeeled red potatoes into 1/2−inch cubes. Place in a large Dutch oven,
cover with water and bring to a boil. Let boil for 10 minutes or until
almost cooked. In a separate large Dutch oven, combine melted margarine and
flour, mixing until smooth. Place over low heat and gradually add
half−and−half, stirring constantly. Continue to stir until smooth and liquid
begins to thicken. Add melted Velveeta. Stir well. Drain potatoes and add to
cream mixture. Stir in pepper, garlic powder and hot pepper sauce. Cover and
cook over low heat for 30 minutes, stirring occasionally. Place soup into
individual serving bowls and top with crumbled bacon, shredded cheese,
chives and parsley.

O'Charley's restaurants are intended to appeal to a spectrum of guests from a diverse income base, including mainstream casual dining guests, as well as upscale casual dining and value oriented guests. The O'Charley's menu is mainstream and distinctive in taste. The O'Charley's menu features a variety of items including United States Department of Agriculture (USDA) Choice hand-cut and aged steaks, baby-back ribs basted with the Company's own tangy BBQ sauce, fresh salmon, a variety of seafood, salads with special recipe salad dressings and O'Charley's signature caramel pie. All entrees are cooked to order and feature a selection of side items in addition to its hot, freshly baked yeast rolls. O'Charley's restaurants are open seven days a week and serve lunch, dinner and Sunday brunch and offer full bar service. Specialty menu items include limited time only promotions, O'Charley's Lunch Club, a special kids menu and a kids eat free program in selected markets.

The Company creates a casual, neighborhood atmosphere in its O'Charley's restaurants through an open layout and exposed kitchen and by tailoring the decor of its restaurants to the local community. The exterior typically features bright red and green neon borders, multi-colored awnings and attractive landscaping. The interior typically is open, casual and well lighted and features warm woods, exposed brick, color prints and hand-painted murals depicting local history, people, places and events. The prototypical O'Charley's restaurant is a free-standing building ranging in size from approximately 4,900 to 6,800 square feet with seating for approximately 163 to 275 guests, including approximately 60 bar seats. O'Charley's periodically updates the interior and exterior of its restaurants to reflect refinements in the concept and respond to changes in guest tastes and preferences.

The Company opened 13 new Company-owned restaurants and closed nine Company-owned restaurants in 2005. In 2006, O'Charley's Inc. plans on developing between three and five new company-owned restaurants and five to seven new franchised or joint venture O'Charley's restaurants.

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