Exhibit 10.1


 


Execution Version


 


 


 


 


 


SONIC CAPITAL LLC,

SONIC INDUSTRIES LLC,

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,

AMERICA’S DRIVE-IN RESTAURANTS LLC,

SRI REAL ESTATE HOLDING LLC

and

SRI REAL ESTATE PROPERTIES LLC,

each as Co-Issuer


 


and


 


CITIBANK, N.A.,

as Trustee and Securities Intermediary


 


 



 



 


FOURTH SUPPLEMENT


Dated as of February 1, 2018


to the


BASE INDENTURE


Dated as of May 20, 2011

 


 



 



 


 


 


 


 




    	 



    	



    


FOURTH SUPPLEMENT TO THE BASE INDENTURE


 


FOURTH SUPPLEMENT, dated
as of February 1, 2018 (this “Fourth Supplement”), to the Base Indenture, dated as of May 20, 2011, as supplemented
by the First Supplement to the Base Indenture, dated as of July 21, 2012, the Second Supplement to the Base Indenture, dated as
of April 12, 2016 and the Third Supplement to the Base Indenture, dated as of May 17, 2016 (as further amended, supplemented or
otherwise modified from time to time, the “Base Indenture”), by and among SONIC CAPITAL LLC, a Delaware limited
liability company (the “Master Issuer”), SONIC INDUSTRIES LLC, a Delaware limited liability company (the “Franchise
Assets Holder”), AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a Kansas limited liability company (the “IP
Holder”), AMERICA’S DRIVE-IN RESTAURANTS LLC, a Delaware limited liability company (“ADR”),
SRI REAL ESTATE HOLDING LLC, a Delaware limited liability company (“SRI Real Estate Holdco”), SRI REAL ESTATE
PROPERTIES LLC, a Delaware limited liability company (“SRI Real Estate Assets Holder” and together with the
Master Issuer, the Franchise Assets Holder, the IP Holder, ADR and SRI Real Estate Holdco, collectively, the “Co-Issuers”
and each, a “Co-Issuer”) and CITIBANK, N. A., a national banking association, as trustee (in such capacity,
the “Trustee”), and as securities intermediary.


 


W I T N E S S E T H:


 


WHEREAS, Section 13.1(a)(iv) of the
Base Indenture provides, among other things, that the Co-Issuers and the Trustee, without the consent of any Noteholder, the Control
Party, the Controlling Class Representative or any other Secured Party, may at any time, and from time to time, enter into Supplements
to cure any ambiguity, defect or inconsistency or to correct or supplement any provision in the Base Indenture, including the amendments
set forth in Article II of this Fourth Supplement;


 


WHEREAS, the Co-Issuers and the Trustee wish
to amend the Base Indenture as set forth herein (i) to clarify that Real Estate Asset Disposition Proceeds may be deposited into
the Collection Account or used to prepay the Outstanding Principal Amount of Notes, as applicable, at the election of the Master
Issuer without having to wait 365 days and (ii) to provide that New York law shall be applicable to certain issues under the Hague
Securities Convention which went into effect in the United States as of April 1, 2017; and


 


WHEREAS, the Co-Issuers
have duly authorized the execution and delivery of this Fourth Supplement;


 


NOW, THEREFORE, in consideration of the provisions,
covenants and the mutual agreements herein contained, the parties hereto agree as follows:


 


ARTICLE
I

Definitions


 


Unless otherwise defined
herein, capitalized terms used herein (including the preamble and the recitals hereto) shall have the meanings assigned to such
terms in the Definitions List attached to the Base Indenture as Annex A (the “Base Indenture Definitions List”),
as such



    	2



    	



    


Definitions List may be amended, supplemented
or otherwise modified from time to time in accordance with the provisions of the Base Indenture.


 


ARTICLE
II

AMENDMENTS


 


Section
2.1        Real Estate Disposition Proceeds.


 


(a)        Definition of Real Estate Asset
Disposition Proceeds Prepayment Amount. The definition of “Real Estate Asset Disposition Proceeds Prepayment Amount”
in the Base Indenture Definitions List is hereby amended by deleting the stricken text and inserting the double underlined text
in the following paragraph:


 


“Real Estate Asset Disposition
Proceeds Prepayment Amount” means any Real Estate Asset Disposition Proceeds received in any fiscal year in excess of
the Real Estate Asset Disposition Threshold that have not
been Reinvested the Co-Issuers have elected not to Reinvest within
365 calendar days of the disposition giving rise to such proceeds.


 


(b)       Application of Interim Collections
on Interim Allocation Dates (Section 5.13(c) of the Base Indenture). Section 5.13(c) of the Base Indenture is hereby amended
by deleting the stricken text and inserting the double underlined text as follows:


 


(c )       Real Estate Asset Disposition
Proceeds Prepayment Amount. Any Real Estate Asset Disposition Proceeds Prepayment Amount shall be applied by the Master Issuer
on no later than the first Interim Allocation
Date following the 365th day following after the related disposition to repay any outstanding Debt Service Advances and Collateral Protection Advances
made by the Trustee and interest thereon; then to repay any outstanding Debt Service Advances and Collateral Protection
Advances made by the Servicer and interest thereon; and then to repay any outstanding Manager Advances and interest thereon;
and to the extent any Real Estate Disposition Proceeds Prepayment Amounts are available after making such payments, the remaining
amount will be applied by the Master Issuer on such Interim Allocation Date, prior to the application of the Priority of Payments,
in the following order of priority: first, if a Class A-1 Senior Notes Amortization Event is continuing, to allocate to
the Senior Notes Principal Payments Account an amount up to the Outstanding Principal Amount under all Class A-1 Senior Notes affected
by such Class A-1 Senior Notes Amortization Event on a pro rata basis based on Commitment Amounts; second,
to allocate to the Senior Notes Principal Payments Account an amount up to the Outstanding Principal Amount of all Senior Notes
of all Series other than Class A-1 Senior Notes on a pro rata basis based on Outstanding Principal Amounts thereof;
third, provided clause first does not apply, to allocate to the Senior Notes Principal Payments Account an amount
up to the Outstanding Principal Amount under all Class A-1 Senior Notes of all Series on a pro rata basis based on
Commitment Amounts; and fourth, to allocate to the applicable Principal Payments Account an amount up to the Outstanding
Principal Amount of all other Classes of Notes sequentially in alphabetical order on a pro rata basis based on Outstanding
Principal Amounts thereof across the Classes of all Series with the same



    	3



    	



    


alphabetical designation. Any Real Estate Disposition
Proceeds Prepayment Amount allocated to a Principal Payments Account on any Interim Allocation Date shall be applied as prepayments
on the following Payment Date in accordance with Section 5.14(f), Section 5.14(i) and Section 5.14(l). In
connection with any such prepayment of principal, each applicable Scheduled Principal Payment Amount relating to the Class of Notes
receiving such prepayment shall be ratably reduced. Any Real Estate Asset Disposition Proceeds below the Real Estate Asset Disposition
Threshold that the Co-Issuers have elected not to
Reinvest  Reinvested within 365 days of the disposition giving rise
to such proceeds shall be deposited into the Collection Account and applied pursuant to the Priority of Payments set forth in Section
5.13(a).


 


(c)       Asset Dispositions (Section 8.16
of the Base Indenture). Section 8.16(a)(i) of the Base Indenture is hereby amended by deleting the stricken text and inserting
the double underlined text as follows:


 


(i)       any
Real Estate Asset Dispositions (including, for avoidance of doubt, any Contributed Company-owned Drive-In Dispositions); provided
that (A) during each fiscal year of the Co-Issuers, all Real Estate Asset Disposition Proceeds received during such fiscal year
and prior to the commencement of a Rapid Amortization Period up to and including the Real Estate Asset Disposition Threshold shall
be deposited into the Collection Account unless the Co-Issuers
elect to Reinvest such proceeds are Reinvested
in Eligible Real Estate Assets within 365 days of the date of such Real Estate Asset Disposition; provided that any Real
Estate Asset Disposition Proceeds being held for reinvestment in accordance with this clause (A) shall remain the property
of a Securitization Entity, shall be held in the Concentration Account and shall not be distributed or transferred to any other
entity that is not a Securitization Entity, (B) during each fiscal year of the Co-Issuers, all Real Estate Asset Disposition Proceeds
Prepayment Amounts received during such fiscal year and prior to the commencement of a Rapid Amortization Period in excess of the
Real Estate Asset Dispositions Threshold shall be used to prepay the Outstanding Principal Amount (to the extent of such proceeds) of any Notes Outstanding in accordance with
the Indenture unless the Co-Issuers elect to Reinvest
such proceeds are Reinvested in Eligible
Real Estate Assets within 365 days of the date of such Real Estate Asset Disposition; provided that any Real Estate Asset
Disposition Proceeds being held for reinvestment in accordance with this clause (B) shall remain the property of a Securitization
Entity, shall be held in the Concentration Account and shall not be distributed or transferred to any other entity that is not
a Securitization Entity and (C) all Real Estate Asset Disposition Proceeds received on or following the commencement of a Rapid
Amortization Period shall be deposited into the Collection Account;


 


Section
2.2        Hague Securities Convention.


 


(a)       Definition
of Hague Securities Convention. The Base Indenture Definitions List is hereby amended by inserting the following
definition in alphabetical order:


 


“Hague Securities Convention”
means the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, July 5,



    	4



    	



    


2006, 17 U.S.T. 401, 46 I.L.M. 649, as in effect on
the Series Closing Date in the United States of America.


 


(b)       Trustee as Securities Intermediary
(Section 5.10 of the Base Indenture). Section 5.10(b)(vii) of the Base Indenture is hereby amended by deleting the stricken
text and inserting the double underlined text as follows:


 


(vii)      (A)
the Trustee Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement.;
(B) Ffor purposes of all applicable
UCCs, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trustee Accounts (as well as the
“securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed
by the laws of the State of New York; (C) with respect to each Trustee
Account, the law in force in the State of New York is applicable to all issues specified in Article 2(1) of the Hague Securities
Convention; and (D) the Securities Intermediary represents that, on the date a Series Supplement is executed and delivered by the
parties thereto, it has an office in the State of New York which is engaged in a business or other regular activity of maintaining
securities accounts;


 


ARTICLE
III

GENERAL


 


Section
3.1        Effect on Indenture. Upon the date hereof (i) the Base Indenture shall be amended in accordance
herewith, (ii) this Fourth Supplement shall form part of the Base Indenture for all purposes and (iii) the parties and each
Noteholder shall be bound by the Base Indenture, as so amended. Except as expressly set forth or contemplated in this Fourth
Supplement, the terms and conditions of the Base Indenture shall remain in place and shall not be altered, amended or changed
in any manner whatsoever, except by any further amendment to the Base Indenture made in accordance with the terms of the Base
Indenture, as amended by this Fourth Supplement.


 


Section
3.2        Binding Effect. This Fourth Supplement shall inure to the benefit
of and be binding on the respective successors and assigns of the parties hereto, each Noteholder and each other Secured Party.


 


Section
3.3        Counterparts. The parties to this Fourth Supplement may sign
any number of copies of this Fourth Supplement. Each signed copy shall be an original, but all of them together represent the
same agreement.


 


Section
3.4        Severability. In case any provision in this Fourth Supplement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions of this Fourth Supplement shall not in any way be affected
or impaired thereby.


 


Section
3.5        Governing Law. THIS FOURTH SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE



    	5



    	



    


WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


Section
3.6        Amendments. This Fourth Supplement may not be modified or amended
except in accordance with the terms of the Base Indenture.


 


Section
3.7        Matters relating to the Trustee. The Trustee makes no representations
or warranties as to the correctness of the recitals contained herein, which shall be taken as statements of the Co-Issuers, or
the validity or sufficiency of this Fourth Supplement and the Trustee shall not be accountable or responsible for or with respect
to nor shall the Trustee have any responsibility for provisions thereof. In entering into this Fourth Supplement, the Trustee
shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of
or affording protection to the Trustee.


 


ARTICLE
IV

REPRESENTATIONS AND WARRANTIES


 


Each party hereto represents and warrants
to each other party hereto that this Fourth Supplement has been duly and validly executed and delivered by such party and constitutes
its legal, valid and binding obligation, enforceable against such party in accordance with its terms.


 


[Remainder of Page Intentionally Left Blank]



    	6



    	



    


IN WITNESS WHEREOF, each of the Co-Issuers,
the Trustee and the Securities Intermediary have caused this Fourth Supplement to the Base Indenture to be duly executed by its
respective duly authorized officer as of the day and year first written above.


 


	 	SONIC CAPITAL LLC, as Co-Issuer
	 	 
	 	By: 	/s/ Claudia S. San Pedro
	 	 	Name: 	Claudia S. San Pedro
	 	 	Title:	Executive Vice President and
	 	 	 	Chief Financial Officer
	 	 	 	 
	 	SONIC INDUSTRIES  LLC, as Co-Issuer
	 	 
	 	By:	/s/ Claudia S. San Pedro
	 	 	Name:	Claudia S. San Pedro
	 	 	Title:	Executive Vice President and
	 	 	 	Chief Financial Officer
	 	 	 	 
	 	AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, as Co-Issuer
	 	 
	 	By:	/s/ Claudia S. San Pedro
	 	 	Name:	Claudia S. San Pedro
	 	 	Title:	Executive Vice President and
	 	 	 	Chief Financial Officer
	 	 	 	 
	 	AMERICA’S DRIVE-IN RESTAURANTS LLC, as Co-Issuer
	 	 
	 	By:	/s/ Claudia S. San Pedro
	 	 	Name:	Claudia S. San Pedro
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer


 


[Signature Page to Fourth Supplement]



    	 



    	



    


	 	SRI REAL ESTATE HOLDING LLC, as Co-Issuer
	 	 
	 	By: 	/s/ Claudia S. San Pedro
	 	 	Name: 	Claudia S. San Pedro
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer
	 	 	 	                      
	 	SRI REAL ESTATE  PROPERTIES LLC, as

 Co-Issuer
	 	 
	 	By:	/s/ Claudia S. San Pedro
	 	 	Name:	Claudia S. San Pedro
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer


 


[Signature Page to Fourth Supplement]



    	 



    	



    



	 	CITIBANK, N.A., in its capacity as Trustee and as Securities Intermediary
	 	 
	 	By: 	/s/ Anthony Bausa
	 	 	Name: 	Anthony Bausa
	 	 	Title:	Senior Trust Officer


 


[Signature Page to Fourth Supplement]