Exhibit 10.29


     

    Exhibit
      10.29


    FIRST
      AMENDMENT TO CREDIT AGREEMENT

     

    THIS
      FIRST AMENDMENT TO CREDIT AGREEMENT (this "First
      Amendment"),
      dated
      as of July 28, 2005, by and among SONIC CORP., a Delaware corporation (the
      "Borrower"),
      the
      banks listed on the signature pages hereof (the "Lenders"),
      and
      BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (in said capacity
      as Administrative Agent, the "Administrative
      Agent").

     

    BACKGROUND

     

    A.  The
      Borrower, the Lenders, and the Administrative Agent are parties to that certain
      Credit Agreement, dated as of April 23, 2003 (the "Credit
      Agreement";
      the
      terms defined in the Credit Agreement and not otherwise defined herein shall
      be
      used herein as defined in the Credit Agreement).

     

    B.  The
      Borrower has requested certain amendments to the Credit Agreement, as more
      fully
      set forth herein.

     

    C.  The
      Lenders are willing to agree to such amendments, subject to the performance
      and
      observance in full of each of the covenants, terms and conditions, and in
      reliance upon all of the representations and warranties of the Borrower, set
      forth herein.

     

    NOW,
      THEREFORE, in consideration of the covenants, conditions and agreements
      hereafter set forth, and for other good and valuable consideration, the receipt
      and adequacy of which are all hereby acknowledged, the parties hereto covenant
      and agree as follows:

     

    1.  AMENDMENTS.
      

     

    (a)  Section 1.01
      of the
      Credit Agreement is hereby amended by adding the following defined terms thereto
      in proper alphabetical order:

     

    "Act"
      has the
      meaning specified in Section 10.22.

     

    "EBITR"
      means,
      for any period, for the Borrower and its Subsidiaries on a consolidated basis,
      an amount equal to EBIT for such period, plus,
      to the
      extent deducted in calculating Net Income for such period, Lease
      Expense.

     

    "First
      Amendment"
      means
      that certain First Amendment to Credit Agreement, dated as of July 28, 2005,
      among the Borrower, the Lenders and the Administrative Agent.

     

    "First
      Amendment Effective Date"
      means
      the date that all conditions of effectiveness set forth in Section 3
      of the
      First Amendment are satisfied.

     

    "Increase
      Effective Date"
      has the
      meaning specified in Section 2.13(d).

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    "Lease
      Expense"
      means,
      with respect to any period, total lease and rent expense for such period in
      respect of real and personal property leased by the Borrower and its
      Subsidiaries.

     

    "Total
      Assets"
      means,
      at any time, the total assets of the Borrower and its Subsidiaries on a
      consolidated basis as of such time.

     

    (b)  The
      definition of "Applicable
      Rate"
      set
      forth in Section 1.01
      of the
      Credit Agreement is hereby amended to read as follows:

     

    "Applicable
      Rate"
      means
      the following percentages per annum:

    

      
        	
                Pricing
                  Level

              	
                 

                Leverage
                  Ratio

              	
                Commitment
                  

                Fee

              	
                Eurodollar
                  Rate

                Letters
                  of Credit

              
	
                1

              	
                Less
                  than 0.75 to 1

                 

              	
                0.100

              	
                0.500

              
	
                2

              	
                Greater
                  than or equal to 0.75 to 1 but 
less than 1.50 to 1

              	
                0.125

              	
                0.625

              
	
                3

              	
                Greater
                  than or equal to 1.50 to 1 but 

                less
                  than 2.25 to 1

              	
                0.150

              	
                0.750

              
	
                4

              	
                Greater
                  than or equal to 2.25 to 1

                 

              	
                0.200

              	
                1.000

              


      

    

     

     

    Any
      increase or decrease in the Applicable Rate resulting from a change in the
      Leverage Ratio shall become effective as of the first Business Day immediately
      following the date a Compliance Certificate is delivered pursuant to
Section 6.02(a);
      provided,
      however,
      that if
      a Compliance Certificate is not delivered when due in accordance with such
      Section, then Pricing Level 4 shall apply as of the first Business Day
      after the date on which such Compliance Certificate was required to have been
      delivered and shall remain in effect until the first Business Day immediately
      following the date such Compliance Certificate is actually delivered to the
      Administrative Agent. Notwithstanding the foregoing, the Applicable Rate in
      effect from and after the First Amendment Effective Date through and including
      the date the first Compliance Certificate is delivered pursuant to Section 6.02(a)
      after
      the First Amendment Effective Date shall be Pricing Level 1.

     

    (c)  The
      definition of "Fixed
      Charge Coverage Ratio"
      set
      forth in Section 1.01
      of the
      Credit Agreement is hereby amended to read as follows:

     

    "Fixed
      Charge Coverage Ratio"
      means,
      as of any date of determination, the ratio of (a) EBITR for the period
      of
      four consecutive fiscal quarters ending on such date to
      (b) the sum of (i) Interest Expense, plus
      (ii) Lease Expense, in each case for the period of four consecutive
      fiscal
      quarters ending on such date.

     

    (d)  The
      definition of "Maturity
      Date"
      set
      forth in Section 1.01
      of the
      Credit Agreement is hereby amended to read as follows:

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Maturity
      Date"
      means
      the earlier of (a) July 28, 2010, and (b) such earlier date that
      (i) the Obligations become due and payable pursuant to this Agreement
      (whether by acceleration, prepayment in full, scheduled reduction or otherwise)
      or (ii) there shall exist an Event of Default under Section 8.01(f)
      of this
      Agreement. 

     

    (e)  Article II
      of the
      Credit Agreement is hereby amended by adding a new Section 2.13
      thereto
      to read as follows;

     

    2.13 Increase
      in Commitments.

     

    (a) Request
      for Increase.
      Provided there exists no Default, upon notice to the Administrative Agent (which
      shall promptly notify the Lenders), the Borrower may from time to time, request
      an increase in the Aggregate Commitments by an amount (for all such requests)
      not exceeding $100,000,000; provided
      that
      (i) any such request for an increase shall be in a minimum amount of
      $5,000,000, and (ii) the Borrower may make a maximum of two such requests.
      At the time of sending such notice, the Borrower (in consultation with the
      Administrative Agent) shall specify the time period within which each Lender
      is
      requested to respond (which shall in no event be less than ten Business Days
      from the date of delivery of such notice to the Lenders).

     

    (b) Lender
      Elections to Increase.
      Each
      Lender shall notify the Administrative Agent within such time period whether
      or
      not it agrees to increase its Commitment and, if so, whether by an amount equal
      to, greater than, or less than its Pro Rata Share of such requested increase.
      Any Lender not responding within such time period shall be deemed to have
      declined to increase its Commitment.

     

    (c) Notification
      by Administrative Agent; Additional Lenders.
      The
      Administrative Agent shall notify the Borrower and each Lender of the Lenders'
      responses to each request made hereunder. To achieve the full amount of a
      requested increase and subject to the approval of the Administrative Agent
      and
      the L/C Issuer (which approvals shall not be unreasonably withheld), the
      Borrower may also invite additional Eligible Assignees to become Lenders
      pursuant to a joinder agreement in form and substance satisfactory to the
      Administrative Agent and its counsel.

     

    (d) Effective
      Date and Allocations.
      If the
      Aggregate Commitments are increased in accordance with this Section 2.13,
      the
      Administrative Agent and the Borrower shall determine the effective date (the
      "Increase
      Effective Date")
      and
      the final allocation of such increase. The Administrative Agent shall promptly
      notify the Borrower and the Lenders of the final allocation of such increase
      and
      the Increase Effective Date.

     

    (e) Conditions
      to Effectiveness of Increase.
      As a
      condition precedent to such increase, the Borrower shall deliver to the
      Administrative Agent a certificate of each Loan Party dated as of the Increase
      Effective Date (in sufficient 

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    

      copies
        for each Lender) signed by a Responsible Officer of such Loan Party
        (i) certifying and attaching the resolutions adopted by such Loan
        Party
        approving or consenting to such increase, and (ii) in the case of
        the
        Borrower, certifying that, before and after giving effect to such increase,
        (A) the representations and warranties contained in Article V
        and the
        other Loan Documents are true and correct on and as of the Increase Effective
        Date, except to the extent that such representations and warranties specifically
        refer to an earlier date, in which case they are true and correct as of such
        earlier date, and except that for purposes of this Section 2.13,
        the
        representations and warranties contained in subsections (a) and (b)
        of
Section 5.05
        shall be
        deemed to refer to the most recent statements furnished pursuant to
        clauses (a) and (b), respectively, of Section 6.01,
        and
        (B) no Default exists. The Borrower shall prepay any Loans outstanding
        on
        the Increase Effective Date (and pay any additional amounts required pursuant
        to
Section 3.05)
        to the
        extent necessary to keep the outstanding Loans ratable with any revised Pro
        Rata
        Shares arising from any nonratable increase in the Commitments under this
        Section 2.13.

        

    

    
      (f) Conflicting
        Provisions.
        This
Section 2.13
        shall
        supersede any provisions in Sections 2.12
        or
10.01
        to the
        contrary.

       

    

    (f)  Section
      5.01
      of the
      Credit Agreement is amended by deleting the last two sentences and adding the
      following:

     

    Sonic
      Restaurants, Inc. is the managing general partner of each of the Partnerships
      (other than the Partnerships described on Schedule
      5.01(a))
      and
      owns at least a majority of the partnership interests in each of such
      Partnerships. Sonic Restaurants, Inc. is the managing member of the LLCs (other
      than the LLCs described on Schedule
      5.01(b))
      and
      owns at least a majority of the interest in each of such LLCs. America’s
      Drive-In Corp. is the managing general partner of each of the Partnerships
      described on Schedule
      5.01(a)
      and owns
      at least a majority of the partnership interests in each of such Partnerships.
      America’s Drive-In Corp. is the managing member of the LLCs described on
Schedule
      5.01(b)
      and owns
      at least a majority of the interests in each of such LLCs.

     

    (g)  Section 5.13
      of the
      Credit Agreement is hereby amended by amending clause (a) thereof to
      read
      as follows:

     

    (a) As
      of the
      Closing Date, Schedule 5.13
      contains
      (except as noted therein) complete and correct lists of (i) the Borrower's
      Subsidiaries (including all of the Guarantors), showing, as to each Subsidiary,
      the correct name thereof and the jurisdiction of its organization, (ii) the
      Borrower's Affiliates, other than Subsidiaries and (iii) the Borrower's
      directors and senior officers. As of the Closing Date, each Subsidiary of the
      Borrower other than Sonic Limited, a New Zealand corporation, has executed
      a
      Guaranty.

     

    (h)  Section 7.02(e)
      of the
      Credit Agreement is hereby amended to read as follows:

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (e) Investments
      as a result of Acquisitions, if each of the following conditions has been
      satisfied: (i) immediately before and after giving effect to such
      Acquisition, no Default shall have occurred and be continuing, (ii) such
      Acquisition shall not be opposed by the board of directors (or similar governing
      body) of the Person being acquired, (iii) the business to be acquired
      in
      such Acquisition is similar or related to one or more of the lines of business
      in which the Borrower and its Subsidiaries are engaged on the Closing Date,
      and
      (iv) if immediately prior to such Acquisition the Leverage Ratio exceeds
      1.25 to 1 or if after giving effect to such Acquisition the Leverage Ratio
      on a
      pro forma basis would exceed 1.25 to 1, the aggregate Acquisition Consideration
      for all Acquisitions during the fiscal quarter in which such Acquisition occurs
      and the immediately three succeeding fiscal quarters shall not exceed
      $200,000,000. 

     

    (i)  Section 7.03
      of the
      Credit Agreement is hereby amended to read as follows:

     

    7.03 Indebtedness.
      Create,
      incur, assume or suffer to exist any Indebtedness or obligations under Operating
      Leases, except:

     

    (a) Indebtedness,
      other than that permitted by subsections (b) through (h) below, outstanding
      on the Closing Date and listed on Schedule 7.03
      and any
      refinancings, refundings, renewals or extensions thereof; provided
      that the
      amount of such Indebtedness is not increased at the time of such refinancing,
      refunding, renewal or extension except by an amount equal to a reasonable
      premium or other reasonable amount paid, and fees and expenses reasonably
      incurred, in connection with such refinancing plus an amount equal to any
      existing commitments unutilized thereunder;

     

    (b) Indebtedness
      under the Loan Documents;

     

    (c) Guaranty
      Obligations of the Borrower or any Guarantor in respect of Indebtedness
      otherwise permitted hereunder of the Borrower or any other
      Guarantor;

     

    (d) obligations
      (contingent or otherwise) of the Borrower or any Subsidiary existing or arising
      under any Swap Contract, provided
      that
      (i) such obligations are (or were) entered into by such Person in the
      ordinary course of business for the purpose of directly mitigating risks
      associated with liabilities, commitments, investments, assets, or property
      held
      or reasonably anticipated by such Person, or changes in the value of securities
      issued by such Person, and not for purposes of speculation or taking a "market
      view;" and (ii) such Swap Contract does not contain any provision
      exonerating the non-defaulting party from its obligation to make payments on
      outstanding transactions to the defaulting party;

     

    (e) obligations
      under Operating Leases, provided immediately before and immediately after the
      incurrence of any such obligations, no Default exists or would result
      therefrom;

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (f) Indebtedness
      in respect of Capital Leases and purchase money obligations for fixed or capital
      assets, provided immediately before and immediately after the incurrence of
      any
      such obligations, no Default exists or would result therefrom; 

     

    (g) unsecured
      Indebtedness of the Borrower or any Subsidiary evidenced by any promissory
      note
      payable to any seller, representing a portion of the purchase price for any
      Acquisition permitted under Section 7.02(e),
      provided that (i) the aggregate amount of such Indebtedness outstanding
      at
      any time shall not exceed $100,000,000, and (ii) the terms of such
      unsecured Indebtedness shall be reasonably satisfactory to the Required Lenders;
      and

     

    (h) other
      Guaranty Obligations of the Borrower or any Subsidiary not to exceed $25,000,000
      in aggregate amount.

     

    (j)  Section 7.05
      of the
      Credit Agreement is hereby amended to read as follows:

     

    7.05 Dispositions.
      Make any
      Disposition or enter into any agreement to make any Disposition,
      except:

     

    (a) Dispositions
      of obsolete or worn out property, whether now owned or hereafter acquired,
      in
      the ordinary course of business;

     

    (b) Dispositions
      of inventory in the ordinary course of business;

     

    (c) Dispositions
      of property by any Subsidiary to the Borrower or to a Corporate Guarantor;
      

     

    (d) Dispositions
      permitted by Section 7.04;

     

    (e) (i)
      Sonic
      Restaurants, Inc. may make Dispositions of partnership interests in the
      Partnerships in which Sonic Restaurants, Inc. is a general partner so long
      as
      Sonic Restaurants, Inc. at all times owns at least a majority of the partnership
      interests in each of such Partnerships, and (ii) America’s Drive-In Corp. may
      make Dispositions of partnership interests in the Partnerships for which
      America’s Drive-In Corp. is a general partner so long as America’s Drive-In
      Corp. at all times owns at least a majority of the partnership interest in
      each
      of such Partnerships;

     

    (f) (i)
      Sonic
      Restaurants, Inc. may make Dispositions of interests in the LLCs in which Sonic
      Restaurants, Inc. is a member so long as Sonic Restaurants, Inc. at all times
      owns a majority of the interests in each of such LLCs, and (ii) America’s
      Drive-In Corp. may make Dispositions of interests in the LLCs in which America’s
      Drive-In Corp. is a member so long as America’s Drive-In Corp. at all times owns
      a majority of the interests in each of such LLCs; and

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (g) Dispositions
      not otherwise permitted pursuant to clauses (a) through (f) above, provided
      that the property subject to any such Disposition, together with all other
      property previously Disposed of pursuant to this clause (g), calculated
      at
      book value (i) during any fiscal year, does not exceed 10% of Total
      Assets
      as of the end of the immediately preceding fiscal year and (ii) during
      the
      period from July 1, 2005 to the date of such proposed Disposition, does not
      exceed 30% of Total Assets as of the end of the immediately preceding fiscal
      year;

     

    provided,
      however, that any Disposition pursuant to clauses (a), (b), (e), (f)
      and
      (g) shall be for fair market value.

     

    (k)  Section 7.11(a)
      of the
      Credit Agreement is hereby amended to read as follows:

     

    (a) INTENTIONALLY
      OMITTED.

     

    (l)  Article X
      of the
      Credit Agreement is hereby amended by adding a new Section 10.22
      thereto
      read as follows:

     

    10.22 USA
      PATRIOT Act Notice.
      Each
      Lender that is subject to the Act (as hereinafter defined) and the
      Administrative Agent (for itself and not on behalf of any Lender) hereby
      notifies the Borrower that pursuant to the requirements of the USA Patriot
      Act
      (Title III of Pub. L. 107-56 (signed into law October 26,
      2001) (
      the "Act"),
      it is
      required to obtain, verify and record information that identifies the Borrower,
      which information includes the name and address of the Borrower and other
      information that will allow such Lender or the Administrative Agent, as
      applicable, to identify the Borrower in accordance with the Act.

     

    (m)  Schedule 2.01
      of the
      Credit Agreement is hereby amended to be in the form of Schedule 2.01
      to this
      First Amendment, and each Lender's whose Commitment or Pro Rata Share is amended
      by this First Amendment (and in the case of Bank of America to also reflect
      its
      revised Commitment and Pro Rata Share as a result of its merger with Fleet
      National Bank) is hereby amended to be in the amount or percentage set forth
      on
Schedule 2.01.

     

    (n)  Exhibit D,
      Compliance Certificate, is hereby amended to be in the form of Exhibit D
      to this
      First Amendment.

     

    (o)  Exhibit
      G,
      Partnership Guaranty, is hereby amended as provided in the First Amendment
      to
      Partnership Guaranty, attached as Exhibit
      A
      to this
      First Amendment.

     

    (p)  Exhibit
      H,
      LLC
      Guaranty, is hereby amended as provided in the First Amendment to LLC Guaranty,
      attached as Exhibit
      B
      to this
      First Amendment.

     

    (q)  The
      Credit Agreement is amended by adding a new Schedule
      5.01(a),
      in the
      form of Schedule
      5.01(a)
      attached
      to this First Amendment.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (r)  The
      Credit Agreement is amended by adding a new Schedule
      5.01(b),
      in the
      form of Schedule
      5.01(b)
      attached
      to this First Amendment.

     

    2.  WAIVER.
      The
      Lenders hereby waive any Event of Default that previously occurred under the
      Credit Agreement as a result of the failure of the Borrower to cause any Person
      that became a Partnership or LLC after the Closing Date to execute and deliver
      a
      Supplement to the Partnership Guaranty or LLC Guaranty, as appropriate, as
      required by Section 6.12
      of the
      Credit Agreement.

     

    3.  REPRESENTATIONS
      AND WARRANTIES TRUE; NO EVENT OF DEFAULT.
      By its
      execution and delivery hereof, the Borrower represents and warrants that, as
      of
      the date hereof (and after giving effect to the waiver provided for in
      Section 2 of this First Amendment):

     

    (a)  the
      representations and warranties contained in the Credit Agreement and the other
      Loan Documents are true and correct on and as of the date hereof as made on
      and
      as of such date;

     

    (b)  no
      event
      has occurred and is continuing which constitutes a Default or Event of
      Default;

     

    (c)  (i) the
      Borrower has full power and authority to execute and deliver this First
      Amendment, the replacement Note payable to the order of each Lender whose
      Commitment has been amended pursuant to this First Amendment (collectively,
      the
      "Replacement
      Notes"),
      (ii) this First Amendment and the Replacement Notes have been duly executed
      and delivered by the Borrower, and (iii) this First Amendment, the
      Replacement Notes, and the Credit Agreement, as amended hereby, constitute
      the
      legal, valid and binding obligations of the Borrower, enforceable in accordance
      with their respective terms, except as enforceability may be limited by
      applicable Debtor Relief Laws and by general principles of equity (regardless
      of
      whether enforcement is sought in a proceeding in equity or at law);

     

    (d)  neither
      the execution, delivery and performance of this First Amendment, the Replacement
      Notes or the Credit Agreement, as amended hereby, nor the consummation of any
      transactions contemplated herein or therein, will conflict with any Law, except
      to the extent that such violation could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect, or Organization
      Documents of the Borrower, or any indenture, agreement or other instrument
      to
      which the Borrower or any of its property is subject; and

     

    (e)  no
      authorization, approval, consent, or other action by, notice to, or filing
      with,
      any governmental authority or other Person not previously obtained is required
      for (i) the execution, delivery or performance by the Borrower of this
      First Amendment or the Replacement Notes or (ii) the acknowledgement
      by
      each Guarantor of this First Amendment. 

     

    4.  CONDITIONS
      TO EFFECTIVENESS.
      This
      First Amendment shall be effective (and the revisions to the definition of
      "Applicable
      Rate"
      set
      forth in this First Amendment will go into effect) on July 28, 2005, subject
      to
      satisfaction or completion of the following:

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (a)  the
      Administrative Agent shall have received counterparts of this First Amendment
      executed by all of the Lenders;

     

    (b)  the
      Administrative Agent shall have received counterparts of this First Amendment
      executed by the Borrower and acknowledged by each Guarantor; 

     

    (c)  the
      Administrative Agent shall have received an opinion of counsel to the Borrower,
      in form and substance satisfactory to the Administrative Agent, with respect
      to
      matters set forth in Sections 3(c), (d) and (e) of this First Amendment;
      

     

    (d)  the
      Administrative Agent shall have received a duly executed Replacement Note for
      each Lender whose Commitment is being amended by this First Amendment;


     

    (e)  the
      Administrative Agent shall have received from each Partnership and LLC an
      executed First Amendment to the Partnership Guaranty and the LLC Guaranty,
      respectively, in the form of Exhibits
      A
      and
B;

     

    (f)  the
      Administrative Agent shall have received from each Partnership and LLC an
      executed Supplement to the Partnership Guaranty and the LLC
      Guaranty;

     

    (g)  the
      Administrative Agent shall have received

     

    (i)  (A)
      certificates of the appropriate governmental officials of the state of
      incorporation of American’s Drive-In Corp., as to the existence and good
      standing of America’s Drive-In Corp. and (B) certificates of the
      appropriate governmental officials of each state where the nature of America’s
      Drive-In Corp.’s business in such state makes qualification to do business
      necessary and where failure to so qualify would have a Material Adverse Effect,
      as to the qualification and good standing of America’s Drive-In Corp. in such
      states;

     

    (ii)  a
      certificate of an authorized officer of America’s Drive-In Corp., certifying
      that (A)
      each of
      the Partnerships described on Schedule
      5.01(a)
      has been
      duly formed and is validly existing, (B)
      such
      Partnerships described on Schedule
      5.01(a)
      have the
      power and authority to execute, deliver and perform the Partnership Guaranty,
      and (C)
      America’s Drive-In Corp. has the power and authority to execute and deliver such
      Partnership Guaranty on behalf of such Partnerships, as the managing general
      partner of each of such Partnerships, and to thereby bind such Partnerships;
      and

     

    (iii)  a
      certificate of an authorized officer of America’s Drive-In Corp., certifying
      that (A)
      each of
      the LLCs described on Schedule
      5.01(b)
      has been
      duly formed and is validly existing, (B)
      such
      LLCs have the power and authority to execute, deliver and perform the LLC
      Guaranty and (C)
      America’s Drive-In Corp. has the power and authority to execute and deliver such
      LLC Guaranty on behalf of such LLCs, as the manager of each of such LLCs, and
      to
      thereby bind such LLCs; and 

     

     

    
      
        
        

      

      
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    (h)  the
      Administrative Agent shall have received, in form and substance satisfactory
      to
      the Administrative Agent and its counsel, such other documents, certificates
      and
      instruments as the Administrative Agent shall reasonably require.

     

    5.  ADJUSTMENT
      AMONG LENDERS.
      Upon
      the effective date of this First Amendment, each Lender shall purchase or sell
      (as the case may be), without recourse, an amount of Loans and L/C Obligations
      outstanding such that after giving effect to this First Amendment the amount
      of
      each Lender's Commitment under the Credit Agreement that has been utilized
      shall
      be equal to its Pro Rata Share (after giving effect to this First Amendment).
      If
      as a result of any such payment or purchase provided for in this Section 5
      any payment of a Eurodollar Rate Loan occurs on a day which is not the last
      day
      of an applicable Interest Period, the Borrower will pay lost, cost or expense
      as
      a result thereof as provided in Section 3.05
      of the
      Credit Agreement.

     

    6.  TERMINATION
      OF AMENDMENT.
      This
      First Amendment shall automatically terminate and be of no further force or
      effect if the Administrative Agent shall not have received certified resolutions
      of the Board of Directors of the Borrower ratifying the execution, delivery
      and
      performance of this First Amendment and the Replacement Notes by August 22,
      2005.

     

    7.  REFERENCE
      TO THE CREDIT AGREEMENT.

     

    (a)  Upon
      the
      effectiveness of this First Amendment, each reference in the Credit Agreement
      to
      "this Agreement", "hereunder", or words of like import shall mean and be a
      reference to the Credit Agreement, as affected and amended hereby.

     

    (b)  The
      Credit Agreement, as amended by the amendments referred to above, shall remain
      in full force and effect and is hereby ratified and confirmed.

     

    8.  COSTS,
      EXPENSES AND TAXES.
      The
      Borrower agrees to pay on demand all reasonable costs and expenses of the
      Administrative Agent in connection with the preparation, reproduction, execution
      and delivery of this First Amendment and the other instruments and documents
      to
      be delivered hereunder (including the reasonable fees and out-of-pocket expenses
      of counsel for the Administrative Agent with respect thereto).

     

    9.  GUARANTOR'S
      ACKNOWLEDGMENT.
      By
      signing below, each Guarantor (a) acknowledges, consents and agrees
      to the
      execution, delivery and performance by the Borrower of this First Amendment,
      (b) acknowledges and agrees that its obligations in respect of its Guaranty
      (i) include all obligations in respect of the Aggregate Commitments,
      as
      increased by this First Amendment, and (ii) are not released, diminished,
      waived, modified, impaired or affected in any manner by this First Amendment
      or
      any of the provisions contemplated herein, (c) ratifies and confirms
      its
      obligations under its Guaranty, (d) acknowledges and agrees that it
      has no
      claims or offsets against, or defenses or counterclaims to, its Guaranty,
      (e) advises Lenders that certain Guarantors described in Annex A
      and
      Annex B have been dissolved, and (f) represents and warrants
      that no
      dissolution described in preceding clause (e) has resulted in an Event
      of
      Default.

     

    10.  EXECUTION
      IN COUNTERPARTS.
      This
      First Amendment may be executed in any number of counterparts and by different
      parties hereto in separate counterparts, each of 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    which
      when so executed and delivered shall be deemed to be an original and all of
      which when taken together shall constitute but one and the same instrument.
      For
      purposes of this First Amendment, a counterpart hereof (or signature page
      thereto) signed and transmitted by any Person party hereto to the Administrative
      Agent (or its counsel) by facsimile machine, telecopier or electronic mail
      is to
      be treated as an original. The signature of such Person thereon, for purposes
      hereof, is to be considered as an original signature, and the counterpart (or
      signature page thereto) so transmitted is to be considered to have the same
      binding effect as an original signature on an original document.

     

    11.  GOVERNING
      LAW; BINDING EFFECT.
      This
      First Amendment shall be governed by and construed in accordance with the laws
      of the State of Oklahoma applicable to agreements made and to be performed
      entirely within such state, provided that the Administrative Agent and each
      Lender shall retain all rights arising under federal law, and shall be binding
      upon the parties hereto and their respective successors and
      assigns.

     

    12.  HEADINGS.
      Section
      headings in this First Amendment are included herein for convenience of
      reference only and shall not constitute a part of this First Amendment for
      any
      other purpose.

     

    13.  ENTIRE
      AGREEMENT.
      THE
      CREDIT AGREEMENT, AS AMENDED BY THIS FIRST AMENDMENT, AND THE OTHER LOAN
      DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
      CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
      AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
      THE PARTIES.

     

    

      
        	
                 

                REMAINDER
                  OF PAGE LEFT INTENTIONALLY BLANK

                 

              


      

 

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have executed this First Amendment as of
      the
      date above written.

     

    
      	 	 	 
	 	SONIC
              CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Stephen
              C. Vaughan
	 	Name:   Stephen C.
              Vaughan
	             	
              Title: 
                Vice President & and Chief Financial Officer

            
	 	 


    

     

     

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      
        	 	 	 
	 	
                BANK
                  OF AMERICA, N.A.,
                  as
                  Administrative Agent

              
	 
 	 
 	 
 
	 	By:  	/s/
                David A. Johanson 
	 	Name: David
                A. Johanson
	             	
                Title: Vice
                  President

              
	 	 


      

       

       

      
        
          	 	 	 
	 	
                  BANK
                    OF AMERICA, N.A.,
                    as
                    a Lender and L/C Issuer

                
	 
 	 
 	 
 
	 	By:  	/s/
                  Michael
                  S. Reeves 
	 	Name: Michael
                  S. Reeves
	             	
                  Title: Senior
                    Vice President

                
	 	 


        

         




    

    


    
    

    


     

    


    
    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

       

      
        
          	 	 	 
	 	
                  JPMORGAN
                    CHASE BANK, N.A.

                
	 
 	 
 	 
 
	 	By:  	/s/
                  Michael J. Costello
	 	Name: Michael
                  J. Costello
	             	
                  Title: Managing
                    Director

                
	 	 


        

         

      

    

    


    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
        
          	 	 	 
	 	
                  ARVEST
                    BANK

                
	 
 	 
 	 
 
	 	By:  	/s/
                  Cindy Batt
	 	Name: Cindy
                  Batt
	             	
                  Title: Sr.
                    Vice President

                
	 	 


        

         

      

      




    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
        
          	 	 	 
	 	
                  UMB
                    BANK, N.A.

                
	 
 	 
 	 
 
	 	By:  	/s/
                  Mary Wolf 
	 	Name: Mary
                  Wolf
	             	
                  Title: Vice
                    President

                
	 	 


        

         

      

      





    


    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
         

        
          
            	 	 	 
	 	
                    BANCFIRST

                  
	 
 	 
 	 
 
	 	By:  	/s/
                    David Harlow 
	 	Name: David
                    Harlow
	             	
                    Title: President

                  
	 	 


          

           

        



    

    


    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        
          	 	 	 
	 	
                  MIDFIRST
                    BANK, a
                    federally chartered savings association 

                
	 
 	 
 	 
 
	 	By:  	/s/
                  James P. Boggs 
	 	Name: James
                  P. Boggs 
	             	
                  Title: Vice
                    President

                
	 	 


        

         

      





    


     

    


    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ACKNOWLEDGED
      AND AGREED:

     

    SONIC
      INDUSTRIES, INC.

    


    
      	 By:	 /s/ Stephen C.
              Vaughan 
	 	 Name: Stephen
              C. Vaughan 
	 	 Title: Vice
              President 


    

    


    


    SONIC
      RESTAURANTS, INC.

    


    
      


      
        	 By:	 /s/
                Michael A. Perry
	 	 Name: Michael
                A. Perry 
	 	 Title: President


      

      
 

      AMERICA'S
        DRIVE-IN CORP., a Kansas corporation

    

     

    
      


      
        	 By:	 /s/ Michael A.Perry
	 	 Name: Michael
                A. Perry
	 	 Title: Vice
                President 


      

       

    

    EACH
      OF THE PARTNERSHIPS SPECIFIED IN

    ANNEX
      A HERETO

    
      


      
        	 By:	 Sonic Restaurants, Inc., Managing
                General 
	 	 Partner of each of such
                Partnerships
	 	 


      

      
 

    

    
      
        	 By:	 /s/ Michael A. Perry 
	 	 Name: Michael
                A. Perry 
	 	 Title: President


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    EACH
      OF THE LIMITED LIABILITY COMPANIES

    SPECIFIED
      IN ANNEX B HERETO

    
      


      
        	 By:	 Sonic Restaurants, Inc., Sole Manager
                of
	 	 each such limited liability
                company
	 	 


      

       

    

     

    
      
        	 By:	 /s/ Michael A. Perry 
	 	 Name: Michael
                A. Perry 
	 	 Title: President  


      

      
 

    

    EACH
      OF THE PARTNERSHIPS

    SPECIFIED
      IN ANNEX C HERETO

    
      


      
        	 By:	 America's Drive-In Corp., 
	 	 a Kansas corporation, Managing
                General
	 	 Partner of each such
                Partnership


      

      
 

    

    
      
        	 By:	 /s/ Michael A.
                Perry
	 	 Name: Michael
                A. Perry 
	 	 Title: Vice
                President


      

    

    


    


    EACH
      OF THE LIMITED LIABILITY COMPANIES

    SPECIFIED
      IN ANNEX D HERETO

    
      


      
        	 By:	 America's Drive-In Corp., 
	 	 a Kansas corporation, Sole Manager
                of
	 	 each such limited liability
                company


      

      
 

    

    
      
        	 By:	 /s/ Michael A. Perry 
	 	 Name: Michael
                A. Perry 
	 	 Title: Vice
                President


      

      



    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ANNEX
      A

     

    Partnership
      Guaranty

    

      
        	
                SDI
                  OF BLYTHEVILLE, ARKANSAS (N. 6TH) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF BAYTOWN, TEXAS

              
	
                SONIC
                  DRIVE IN OF BEAUMONT, TEXAS (COLLEGE-MAJOR) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF BETHANY, OKLAHOMA (39TH)

              
	
                SONIC
                  DRIVE IN OF BLYTHEVILLE #2 PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF CHILLICOTHE, MISSOURI

              
	
                SONIC
                  DRIVE IN OF CHANDLER, OKLAHOMA PARTNERSHIP

              
	
                SONIC
                  DRIVE IN #833, HOUSTON, CHANNELVIEW C084

              
	
                SONIC
                  DRIVE IN OF CABOT PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF CALLAWAY, FLORIDA

              
	
                SONIC
                  DRIVE IN OF DEER PARK, TEXAS PARTNERSHIP

              
	
                SONIC
                  DRIVE IN #960, DAYTON, TEXAS

              
	
                SONIC
                  DRIVE IN OF DALLAS, TEXAS (FOREST LANE & GREENVILLE)
                  PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF DALLAS, TEXAS (FT WORTH)

              
	
                SONIC
                  DRIVE IN OF DALLAS, TEXAS (W. LEDBETTER DRIVE)

              
	
                SONIC
                  DRIVE IN OF GROVES, TEXAS PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF GOSNELL PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF GADSDEN, ALABAMA PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF GALAX, VIRGINIA PARTNERSHIP

              
	
                SONIC
                  DRIVE IN #617, HOUSTON, ALDINE H030

              
	
                SONIC
                  DRIVE IN OF HOMER, LOUISIANA

              
	
                SONIC
                  DRIVE IN #744, HOUSTON, AIRLINE H033

              
	
                SONIC
                  DRIVE IN OF HOUSTON, TEXAS (TELEPHONE ROAD) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN #980, HUMBLE, TEXAS H061

              
	
                SONIC
                  DRIVE IN #110, HOUSTON, ROSSLYN RD, H071

              
	
                SONIC
                  DRIVE IN #1119, HOUSTON DYERSDALE H072

              
	
                SONIC
                  DRIVE IN OF HOUSTON, TEXAS (FUQUA DRIVE)

              
	
                SONIC
                  DRIVE IN #1173 HIGHLANDS, TEXAS H081

              
	
                SDI
                  OF HOUSTON, TEXAS (S POST OAK) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF HUNTSVILLE, ALABAMA (BOB WALLACE)
                  PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF HUNTSVILLE, ALABAMA (MEMORIAL PARKWAY)
                  PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF HOUSTON, TEXAS (18TH & MANGUM)
                  PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF HOUSTON, TEXAS (COPPERFIELD) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF HOUSTON, TEXAS (GESSNER ROAD) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF CLEAR LAKE CITY, TEXAS PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF HOUSTON, TEXAS (SCARSDALE) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF HOUSTON (JONES ROAD) TEXAS PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF HOUSTON, TX (VETERAN'S MEMORIAL HIGHWAY)
                  PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF HOUSTON, TEXAS (TIDWELL) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF HOUSTON, TEXAS (BLALOCK) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF INDEPENDENCE MISSOURI #3

              
	
                SONIC
                  DRIVE IN OF INDEPENDENCE MISSOURI (23RD & WESTPORT)

              
	
                SONIC
                  DRIVE IN OF JONESBORO, LOUISIANA PARTNERSHIP

              
	
                SONIC
                  DRIVE IN #1174, JACINTO CITY, TEXAS J025

              
	
                SONIC
                  DRIVE IN #1156, KATY, TEXAS K020

              
	
                SONIC
                  DRIVE IN OF KANSAS CITY, MISSOURI (INDEPENDENCE AVE)
                  PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF LEE'S SUMMIT MISSOURI GENERAL PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF LEAGUE CITY, TEXAS PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF LYNN HAVEN, FLORIDA

              
	
                SONIC
                  DRIVE IN OF LONOKE PARTNERSHIP

              
	
                SONIC
                  DRIVE OF CAMP ROBINSON PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF LITTLE ROCK (ASHER) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF LINDALE, TEXAS PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF LITTLE ROCK, ARKANSAS (WESTHAVEN DRIVE)
                  PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF MINDEN, LOUISIANA

              
	
                SONIC
                  DRIVE IN OF MONROE, LOUISIANA (#1) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF MARYVILLE, MISSOURI

              
	
                SONIC
                  DRIVE IN OF MINEOLA, TEXAS PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF MOANROE, LOUISIANA (#2) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF MANSFIELD, LOUISANA PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF MOUNTAIN GROVE, MISSOURI

              
	
                SONIC
                  DRIVE IN OF MONROE, LOUISIANA (MARTIN LUTHER)
                  PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF MONROE, LOUISIANA (STERLINGTON ROAD)
                  PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF MAUMELLE PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF MARIANNA, FLORIDA PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF MISSOURI CITY, TEXAS PARTNERSHIP

              
	
                SONIC
                  DRIVE IN, NORTHWEST OKC

              
	
                SONIC
                  DRIVE IN OF NEWPORT, ARKANSAS PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF NEWCASTLE, OKLAHOMA PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF NORMAN, OKLAHOMA (EAST LINDSEY) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF NORMAN, OKLAHOMA (24TH AVENUE) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF NORMAN, OKLAHOMA (PORTER) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF NORMAN, OKLAHOMA (WEST LINDSEY) PARTNERS

              
	
                SONIC
                  DRIVE IN OF OKLAHOMA CITY, OKLAHOMA (19TH &
                  MACARTHUR)

              
	
                SONIC
                  DRIVE IN OF OKLAHOMA CITY, OKLAHOMA ( 50th &
                  MACARTHUR)

              
	
                SONIC
                  DRIVE IN OF OKLAHOMA CITY, OKLAHOMA (NW 63RD STREET)
                  PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF OKLAHOMA CITY (N.W. 23RD)

              
	
                SONIC
                  DRIVE IN OF OKLAHOMA CITY, OKLAHOMA ( SE 29TH)

              
	
                SONIC
                  DRIVE IN OF OZARK, MISSOURI

              
	
                SONIC
                  DRIVE IN OF OKLAHOMA CITY (119TH & S WESTERN)

              
	
                SDI
                  OF PARAGOULD, ARKANSAS (KINGS HWY) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF PORT ARTHUR, TEXAS (MEMORIAL) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF PANAMA CITY, FLORIDA

              
	
                SONIC
                  DRIVE IN OF PENSACOLA, FLORIDA (9TH AVENUE) PARTNERSHIP

              
	
                SDI
                  OF PRATTVILLE, ALABAMA (E. MAIN) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF RICHMOND, TEXAS PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF RAYTOWN, MISSOURI GENERAL PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF ROLLA, MISSOURI

              
	
                SONIC
                  DRIVE IN OF OKLAHOMA CITY, OKLAHOMA (S.W. 29TH)
                  PARTNERSHIP

              
	
                SDI
                  OF SPRINGFIELD, MISSOURI #2 PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF SALEM, MISSOURI

              
	
                SONIC
                  DRIVE IN OF SUGAR CREEK, MISSOURI

              
	
                SONIC
                  DRIVE IN OF ST. JOSEPH, MISSOURI #1 PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF SHREVEPORT, LOUISIANA (BERT KOUNS)

              
	
                SONIC
                  DRIVE IN OF SHREVEPORT, LOUISIANA (WEST 70TH)

              
	
                SONIC
                  DRIVE IN OF SHREVEPORT, LOUISIANA (EAST 70TH)

              
	
                SDI
                  OF SPRINGFIELD, MISSOURI (GLENSTONE) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF ST. JOSEPH, MISSOURI #2 PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF SHERWOOD, ARKANSAS PARTNERSHIP

              
	
                SDI
                  OF SPRINGFIELD, MISSOURI (S. CAMPBELL) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF SULLIVAN, MISSOURI PARTNERSHIP

              
	
                SONIC
                  DRIVE IN #959, TOMBALL, TEXAS T038

              
	
                SONIC
                  DRIVE IN OF TUTTLE, OKLAHOMA

              
	
                SDI
                  OF TAZEWELL, VIRGINIA PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF WATONGA, OKLAHOMA PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF WEST MONROE, LOUISIANA PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF WALNUT RIDGE PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF WINNFIELD, LOUISIANA PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF WEST MONROE, LOUISIANA (THOMAS ROAD WEST)
                  PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF WASHINGTON, MISSOURI GENERAL PARTNERSHIP

              
	
                SDI
                  OF GADSDEN, ALABAMA (MEIGHAN) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF MONTGOMERY, ALABAMA (BELL AND VAUGHN)
                  PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF PENSACOLA, FLORIDA (NAVY BLVD.) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF SPRINGFIELD, MISSOURI (WEST SUNSHINE)
                  PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF HOUSTON, TEXAS (DAIRY ASHFORD) PARTNERSHIP

              
	
                SDI
                  OF MONTGOMERY, ALABAMA (MCGEHEE) PARTNERSHIP

              
	
                SONIC
                  DRIVE IN OF MONTGOMERY, ALABAMA (ATLANTA HIGHWAY)
                  PARTNERSHIP

              
	
                SDI
                  OF PANAMA CITY BEACH, FLORIDA (THOMAS DRIVE)
                  PARTNERSHIP

              
	
                SDI
                  OF MARY ESTHER, FLORIDA PARTNERSHIP

              
	
                SDI
                  OF WEBSTER, TEXAS PARTNERSHIP

              
	
                SDI
                  OF DANVILLE, KENTUCKY (BAUGHMAN) PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS (WHEATLAND ROAD) PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS (SPRING VALLEY) PARTNERSHIP

              
	
                SDI
                  OF LEXINGTON, KENTUCKY PARTNERSHIP

              
	
                SDI
                  OF MILTON, FLORIDA PARTNERSHIP

              
	
                SDI
                  OF MUSCLE SHOALS, ALABAMA PARTNERSHIP

              
	
                SDI
                  OF SHALIMAR, FLORIDA (EGLIN PARKWAY) PARTNERSHIP

              
	
                SDI
                  OF UNION, MISSOURI PARTNERSHIP

              
	
                SDI
                  OF WINNSBORO, TEXAS PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (BISSONETT) PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (WESTHEIMER) PARTNERSHIP

              
	
                SDI
                  OF KATY, TEXAS (MASON RD.) PARTNERSHIP

              
	
                SDI
                  OF GEORGETOWN, KENTUCKY (LEXINGTON) PARTNERSHIP

              
	
                SDI
                  OF ATHENS, ALABAMA PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (FM 1960) PARTNERSHIP

              
	
                SDI
                  OF ALEXANDER CITY, ALABAMA PARTNERSHIP

              
	
                SDI
                  OF SHREVEPORT, LOUISIANA (STEEPLECHASE) PARTNERSHIP

              
	
                SDI
                  OF COLUMBUS, GEORGIA PARTNERSHIP

              
	
                SDI
                  OF LAPORTE, TEXAS PARTNERSHIP

              
	
                SDI
                  OF HUNTSVILLE, ALABAMA (PRATT) PARTNERSHIP

              
	
                SDI
                  OF NICHOLASVILLE, KENTUCKY PARTNERSHIP

              
	
                SDI
                  OF OKLAHOMA CITY, OKLAHOMA (N. PENN) PARTNERSHIP

              
	
                SDI
                  OF OKLAHOMA CITY, OKLAHOMA (N.E. 23RD) PARTNERSHIP

              
	
                SDI
                  OF OKLAHOMA CITY, OKLAHOMA (S.W. GRAND) PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS (GREENVILLE) PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (N. DURHAM) PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (CROSSTIMBERS) PARTNERSHIP

              
	
                SDI
                  OF AUBURN, ALABAMA (DEAN RD.) PARTNERSHIP

              
	
                SDI
                  OF GULF BREEZE, FLORIDA PARTNERSHIP

              
	
                SDI
                  OF LITTLE ROCK, ARKANSAS (RODNEY PARHAM) PARTNERSHIP

              
	
                SDI
                  OF MADISON, ALABAMA (SULLIVAN) PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS (N.W. HIGHWAY) PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS (INWOOD ROAD) PARTNERSHIP

              
	
                SDI
                  OF LITTLE ROCK, ARKANSAS (CANTRELL RD.) PARTNERSHIP

              
	
                SDI
                  OF WINCHESTER, KENTUCKY PARTNERSHIP

              
	
                SDI
                  OF BEREA, KENTUCKY PARTNERSHIP

              
	
                SDI
                  OF COLUMBUS, GEORGIA (EXPRESSWAY) PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (SAM HOUSTON) PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (LITTLE YORK #2) PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS ( N. FREEWAY) PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS ( N. BUCKNER) PARTNERSHIP

              
	
                SDI
                  OF WILLS POINT, TEXAS PARTNERSHIP

              
	
                SDI
                  OF GRAHAM, NORTH CAROLINA PARTNERSHIP

              
	
                SDI
                  OF RICHARDSON, TEXAS PARTNERSHIP

              
	
                SDI
                  OF FRANKFORT, KENTUCKY PARTNERSHIP

              
	
                SDI
                  OF LANETT, ALABAMA PARTNERSHIP

              
	
                SDI
                  OF CYPRESS, TEXAS (LOUETTA) PARTNERSHIP

              
	
                SDI
                  OF PHENIX CITY, ALABAMA PARTNERSHIP

              
	
                SDI
                  OF ST JOSEPH, MISSOURI #3 PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (GULF FREEWAY) PARTNERSHIP

              
	
                SDI
                  OF FLORENCE, ALABAMA PARTNERSHIP

              
	
                SDI
                  OF OPELIKA, ALABAMA PARTNERSHIP

              
	
                SDI
                  OF MOREHEAD, KENTUCKY PARTNERSHIP

              
	
                SDI
                  OF RICHMOND, KENTUCKY PARTNERSHIP

              
	
                SDI
                  OF COLUMBUS, GEORGIA (FLOYD) PARTNERSHIP

              
	
                SDI
                  OF WEST MONROE, LOUISIANA (CYPRESS) PARTNERSHIP

              
	
                SDI
                  OF RICHMOND, TEXAS (FM359) PARTNERSHIP

              
	
                SDI
                  OF LEE'S SUMMIT, MISSOURI (LANGSFORD) PARTNERSHIP

              
	
                SDI
                  OF COLLINSVILLE, VIRGINIA (VIRGINIA) PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS (PLANO) PARTNERSHIP

              
	
                SDI
                  OF ROWLETT, TEXAS (DALROCK ROAD) PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS (DAVIS) PARTNERSHIP

              
	
                SDI
                  OF PARIS, KENTUCKY (REINHOLD) PARTNERSHIP

              
	
                SDI
                  OF MARTINSVILLE, VIRGINIA (STARLING) PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS (3555 FOREST LANE) PARTNERSHIP

              
	
                SDI
                  OF LAWRENCEBURG, KENTUCKY (CROSSROAD) PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (13310 WEST LITTLE YORK) PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS (12130 INWOOD ROAD) PARTNERSHIP

              
	
                SDI
                  OF DECATUR, ALABAMA (6TH AVE) PARTNERSHIP

              
	
                SDI
                  OF SPRINGFIELD, MISSOURI (E REPUBLIC) PARTNERSHIP

              
	
                SDI
                  OF WICHITA FALLS, TEXAS (TAFT) PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (KUYKENDAHL) PARTNERSHIP

              
	
                SDI
                  OF ALBERTVILLE, ALABAMA (U.S. HIGHWAY) PARTNERSHIP

              
	
                SDI
                  OF PEARLAND, TEXAS (W BROADWAY) PARTNERSHIP

              
	
                SDI
                  OF GARLAND, TEXAS (JUPITER) PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (UVALDE) PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (HILLCROFT) PARTNERSHIP

              
	
                SDI
                  OF COOL VALLEY, MISSOURI (S FLORISSANT) PARTNERSHIP

              
	
                SDI
                  OF SPRINGFIELD, MISSOURI (EAST SUNSHINE) PARTNERSHIP

              
	
                SDI
                  OF SACHSE, TEXAS (S. HIGHWAY 78) PARTNERSHIP

              
	
                SDI
                  OF MCKINNEY, TEXAS (ELDORADO) PARTNERSHIP

              
	
                SDI
                  OF CASSVILLE, MISSOURI (MAIN) PARTNERSHIP

              
	
                SDI
                  OF WICHITA FALLS, TEXAS (JACKSBORO) PARTNERSHIP

              
	
                SDI
                  OF PORT ARTHUR, TEXAS (TWIN CITY) PARTNERSHIP

              
	
                SDI
                  OF LITTLE ROCK, ARKANSAS (MABELVALE) PARTNERSHIP-FORMERLY BASELINE
                  DR

              
	
                SDI
                  OF HOUSTON, TEXAS (BARKER-CYPRESS) PARTNERSHIP

              
	
                SDI
                  OF WICHITA FALLS, TEXAS (SHEPPARD) PARTNERSHIP

              
	
                SDI
                  OF SHREVEPORT, LOUISIANA (KINGS HIGHWAY) PARTNERSHIP

              
	
                SDI
                  OF OKLAHOMA CITY, OKLAHOMA (N.W EXPRESSWAY) PARTNERSHIP

              
	
                SDI
                  OF DARDANELLE, ARKANSAS (UNION) PARTNERSHIP

              
	
                SDI
                  OF GRANDVIEW, MISSOURI (BLUE RIDGE) PARTNERSHIP

              
	
                SDI
                  OF PERKINS, OKLAHOMA (MAIN) PARTNERSHIP

              
	
                SDI
                  OF FRIENDSWOOD, TEXAS (FM 528) PARTNERSHIP

              
	
                SDI
                  OF LITTLE ROCK, ARKANSAS (STAGECOACH) PARTNERSHIP

              
	
                SDI
                  OF MISSOURI CITY, TEXAS (TEXAS PKWY) PARTNERSHIP

              
	
                SDI
                  OF KANSAS CITY, MOSSOURI (BLUE RIDGE BLVD.) PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (9221 WEST RD) PARTNERSHIP

              
	
                SDI
                  OF LEXINGTON, KENTUCKY (WINCHESTER) PARTNERSHIP

              
	
                SDI
                  OF LITTLE ROCK, ARKANSAS (BROADWAY) PARTNERSHIP

              
	
                SDI
                  OF MONTGOMERY,ALABAMA (2025 CARTER HILL RD) PARTNERSHIP

              
	
                SDI
                  OF LEAGUE CITY, TEXAS (2310 FM 518 EAST) PARTNERSHIP

              
	
                SDI
                  OF FRISCO, TEXAS (7630 PRESTON RD.) PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TX (101 DAIRY ASHFORD STREET) PARTNERSHIP

              
	
                SDI
                  OF GRAND PRAIRIE, TEXAS (2650 NORTH HIGHWAY 360)
                  PARTNERSHIP

              
	
                SDI
                  OF MONTGOMERY, ALABAMA (3430 ATLANTA HIGHWAY)
                  PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS (3650 FRANKFORD ROAD) PARTNERSHIP

              
	
                SDI
                  OF NORTH RICHLAND HILLS, TEXAS (GRAPEVINE HWY)
                  PARTNERSHIP

              
	
                SDI
                  OF BEAUMONT, TEXAS (1040 S. 11TH ST) PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS (9613 CLARK ROAD) PARTNERSHIP

              
	
                SDI
                  OF ARLINGTON, TEXAS (1100 NE GREEN OAKS BLVD)
                  PARTNERSHIP

              
	
                SDI
                  OF SPRING, TEXAS (19764 INTERSTATE 45 N) PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (19625 TOMBALL PKWY), PARTNERSHIP

              
	
                SDI
                  OF CLARKSVILLE, TEXAS (W MAIN), PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS (FERGUSON ROAD), PARTNERSHIP

              
	
                SDI
                  OF GARLAND, TEXAS (FOREST LANE), PARTNERSHIP

              
	
                SDI
                  OF GARLAND, TEXAS (W. MILLER RD), PARTNERSHIP

              
	
                SDI
                  OF GARLAND, TEXAS (BROADWAY BLVD), PARTNERSHIP

              
	
                SDI
                  OF GARLAND, TEXAS (BELTLINE ROAD), PARTNERSHIP

              
	
                SDI
                  OF LANCASTER, TEXAS (W PLEASANT RUN), PARTNERSHIP

              
	
                SDI
                  OF SHERMAN, TEXAS (TEXOMA PARKWAY), PARTNERSHIP

              
	
                SDI
                  OF WHITEHOUSE, TEXAS PARTNERSHIP

              
	
                SDI
                  OF DEKALB, TEXAS (NE FRONT STREET), PARTNERSHIP

              
	
                SDI
                  OF STAFFORD, TEXAS (12260 SW FRWY), PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (8404 WESTHEIMER RD), PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (5195 W 34TH ST), PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS (10709 AUDELIA ROAD), PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS (1330 EMPIRE CENTRAL), PARTNERSHIP

              
	
                SDI
                  OF DALLAS, TEXAS (8045 FOREST LANE), PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (16710 CLAY RD), PARTNERSHIP

              
	
                SDI
                  OF STAFFORD, TEXAS (123 DULLES AVE), PARTNERSHIP

              
	
                SDI
                  OF GARLAND, TEXAS (CASTLE) PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (8504 MAIN STREET) PARTNERSHIP

              
	
                SDI
                  OF NICEVILLE, FLORIDA (HIGHWAY 20), PARTNERSHIP

              
	
                SDI
                  OF DENVER, COLORADO (1300 S. SHERIDAN BLVD)

              
	
                SDI
                  OF SALT LAKE CITY, UTAH (7025 SOUTH HIGHLAND DRIVE)

              
	
                SDI
                  OF VIRGINIA BEACH, VIRGINIA (3581 HOLLAND ROAD)

              
	
                SDI
                  OF HUMBLE, TEXAS (7102 WILL CLAYTON PKWY) PARTNERSHIP

              
	
                SDI
                  OF FORT WORTH, TEXAS (CLIFFORD), PARTNERSHIP

              
	
                SDI
                  OF ARLINGTON, TEXAS (3811 S. COOPER), PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (11902 BISSONNET ST), PARTNERSHIP

              
	
                SDI
                  OF PORT ARTHUR, TEXAS (W. PORT ARTHUR ROAD),
                  PARTNERSHIP

              
	
                SDI
                  OF PRINCETON, TEXAS, PARTNERSHIP

              
	
                SDI
                  OF WHITE SETTLEMENT, TEXAS (N. CHERRY LANE),
                  PARTNERSHIP

              
	
                SDI
                  OF MURPHY, TEXAS (109 W. FM 544), PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (2000 WOLLOWBROOK MALL), PARTNERSHIP

              
	
                SDI
                  OF ARLINGTON, TEXAS (2121 E. LAMAR BLVD.), PARTNERSHIP

              
	
                SDI
                  OF DESTIN, FLORIDA (34960 EMERALD COAST PKWY),
                  PARTNERSHIP

              
	
                SDI
                  OF GARLAND, TEXAS (5020 N. GARLAND AVE), PARTNERSHIP

              
	
                SDI
                  OF DESOTO, TX (1316 W. BELT LINE), PARTNERSHIP

              
	
                SDI
                  OF FRIENDSWOOD, TEXAS (BAYBROOK MALL), PARTNERSHIP

              
	
                SDI
                  OF HOUSTON, TEXAS (7470 BELLFORT) PARTNERSHIP

              
	
                SDI
                  OF PENSACOLA, FLORIDA (8990 PENSACOLA BLVD),
                  PARTNERSHIP

              
	
                SDI
                  OF TAMPA, FLORIDA (4411 W. GRANDY BLVD), PARTNERSHIP

              
	
                SDI
                  OF GARLAND, TEXAS (6202 BROADWAY BLVD.), PARTNERSHIP

              
	
                SDI
                  OF CYPRESS, TEXAS (26044 NW FREEWAY), PARTNERSHIP

              
	
                SDI
                  OF TOMBALL, TEXAS (26020 TOMBALL PKWY), PARTNERSHIP

              
	
                SDI
                  OF RICHARDSON, TEXAS (605 SOUTH PLANO ROAD),
                  PARTNERSHIP

              
	
                SDI
                  OF FRIENDSWOOD, TEXAS (18214 GULF FREEWAY),
                  PARTNERSHIP

              


      

    

    


     

    
      
      

      
        

      

    

    
      
      

ANNEX
      B

     

    LLC
      Guaranty

    

      
        	
                SDI
                  OF CLINTON, TENNESSEE L.C.

              
	
                SDI
                  OF KNOXVILLE, TENNESSEE (MAYNARDVILLE), L.L.C. (FORMERLY HALLS,
                  TN)

              
	
                SDI
                  OF LAFOLLETTE, TENNESSEE L.L.C.

              
	
                SDI
                  OF MARYVILLE, TENNESSEE (E. BROADWAY) L.C.

              
	
                SDI
                  OF MARYVILLE, TENNESSEE (FOOTHILLS) L.C.

              
	
                SDI
                  OF OAK RIDGE, TENNESSEE L.C.

              
	
                SDI
                  OF KNOXVILLE, TENNESSEE (BROADWAY) L.C.

              
	
                SDI
                  OF KNOXVILLE, TENNESSEE (CEDAR) L.C.

              
	
                SDI
                  OF CHRISTIANSBURG, VIRGINIA L.C.

              
	
                SDI
                  OF PULASKI, VIRGINIA L.C.

              
	
                SDI
                  OF WYTHEVILLE, VIRGINIA L.C.

              
	
                SDI
                  OF RADFORD, VIRGINIA L.C.

              
	
                SDI
                  OF BRISTOL, TENNESSEE L.C.

              
	
                SDI
                  OF ELIZABETHTON, TENNESSEE L.C.

              
	
                SDI
                  OF JOHNSON CITY, TENNESSEE (N. ROAN) L.C.

              
	
                SDI
                  OF JOHNSON CITY, TENNESSEE (MARKET) L.C.

              
	
                SKI
                  OF KINGSPORT, TENNESSEE L.C.

              
	
                SDI
                  OF ERWIN, TENNESSEE L.C.

              
	
                SDI
                  OF KNOXVILLE, TENNESSEE (CHAPMAN HWY.), L.C.

              
	
                SDI
                  OF KNOXVILLE, TENNESSEE (KINGSTON), L.C.

              
	
                SDI
                  OF GREENEVILLE, TENNESSEE, L.C.

              
	
                SDI
                  OF MORRISTOWN, TENNESSEE (JOHNSON HWY.), L.C.

              
	
                SDI
                  OF MORRISTOWN, TENNESSEE (CUMBERLAND), L.C.

              
	
                SDI
                  OF SEVIERVILLE, TENNESSEE, L.C.

              
	
                SDI
                  OF WHITE PINE, TENNESSEE, L.C.

              
	
                SDI
                  OF LOUDON, TENNESSEE, L.C.

              
	
                SDI
                  OF ROGERSVILLE, TENNESSEE, L.C.

              
	
                SDI
                  OF KINGSTON, TENNESSEE, L.C.

              
	
                SDI
                  OF KNOXVILLE, TENNESSEE (5722 KINGSTON PIKE), L.C. (FORMERLY GORE
                  RD.)

              
	
                SDI
                  OF CHATTANOOGA, TENNESSEE, L.C.

              
	
                SDI
                  OF DALTON, GEORGIA, L.C.

              
	
                SDI
                  OF KNOXVILLE, TENNESSEE (5101 N BROADWAY), L.C.

              
	
                SDI
                  OF CHATTANOOGA, TENNESSEE (HIXON PIKE), L.C.

              
	
                SDI
                  OF BRISTON, VIRGINIA (OLD AIRPORT), L.L.C.

              
	
                SDI
                  OF MARION, VIRGINIA (N. MAIN), L.L.C.

              
	
                SDI
                  OF CHATSWORTH, GEORGIA (THIRD), L.L.C.

              
	
                SDI
                  OF NEWPORT, TENNESSEE (BROADWAY), L.L.C.

              
	
                SDI
                  OF DALLAS, TEXAS (GARLAND ROAD), L.L.C.

              
	
                SDI
                  OF MARYVILLE, TENNESSEE (LAMAR ALEXANDER), L.L.C.

              
	
                SDI
                  OF KNOXVILLE, TENNESSEE (OAKRIDGE), L.L.C.

              
	
                SDI
                  OF HUNTSVILLE, ALABAMA (11606 MEMORIAL), L.L.C.

              
	
                SDI
                  OF EDGEWATER, COLORADO (SHERIDAN) L.L.C.

              
	
                SDI
                  OF ENGLAND, ARKANSAS (FORDYCE), L.L.C.

              
	
                SDI
                  OF WARR ACRES, OKLAHOMA (5750 NW EXPRESSWAY), L.L.C.

              
	
                SDI
                  OF MADISON, ALABAMA (7871 HIGHWAY 72 WEST), L.L.C.

              
	
                SDI
                  OF CHATTANOOGA, TENNESSEE (7420 E. BRAINERD), L.L.C.

              
	
                SDI
                  OF MCLOUD, OKLAHOMA (BROADWAY), L.L.C.

              
	
                SDI
                  OF KANSAS CITY, MISSOURI (BANNISTER), L.L.C.

              
	
                SDI
                  OF SPRINGFIELD, MO (2605 W REPUBLIC), L.L.C.

              
	
                SDI
                  OF PENSACOLA, FLORIDA (1719 E NINE MILE RD) L.L.C.

              
	
                SDI
                  OF KNOXVILLE, TENNESSEE (4470 WESTERN), L.L.C

              
	
                SDI
                  OF SHERWOOD, ARKANSAS (KIEHEL), L.L.C.

              
	
                SDI
                  OF KINGSPORT, TENNESSEE (3845 FORT HENRY), L.L.C.

              
	
                SDI
                  OF SHERWOOD, ARKANSAS (8601 HIGHWAY 107), L.L.C.

              
	
                SDI
                  OF LEXINGTON, KY (E. NEW CIRCLE ROAD), L.L.C.

              
	
                SDI
                  OF LAFAYETTE, COLORADO (WANEKA), L.L.C.

              
	
                SDI
                  OF OKLAHOMA CITY, OKLAHOMA (5901 W. RENO), L.L.C.

              
	
                SDI
                  OF CARLISLE, ARKANSAS (N. BANKHEAD), L.L.C.

              
	
                SDI
                  OF DENVER, COLORADO (2720 W ALAMEDA), L.L.C.

              
	
                SDI
                  OF ONEIDA, TENNESSEE (N ALBERTA), L.L.C

              
	
                SDI
                  OF WARTBURG, TENNESSEE (MORGAN COUNTY HWY), L.L.C.

              
	
                SDI
                  OF HUNTSVILLE, ALABAMA (JORDAN LANE, NW), L.L.C.

              
	
                SDI
                  OF BRISTOL, TENNESSEE (2709 W STATE STREET), L.L.C.

              
	
                SDI
                  OF MONTGOMERY, ALABAMA (1901 COLISEUM BLVD), L.L.C.

              
	
                SDI
                  OF NICHOLASVILLE, KENTUCKY (120 BELLERIVE BOULEVARD),
                  L.L.C.

              
	
                SDI
                  OF BELLEVUE, NEBRASKA (CORNHUSKER), L.L.C.

              
	
                SONIC
                  DRIVE- IN OF BIXBY, OK, L.L.C

              
	
                SONIC
                  DRIVE- IN OF BROKEN ARROW, GARNETT, L.L.C

              
	
                SONIC
                  DRIVE- IN, CATOOSA, OKLAHOMA, L.L.C.

              
	
                SONIC
                  DRIVE- IN, SAND SPRINGS, OKLAHOMA, L.L.C.

              
	
                SONIC
                  DRIVE- IN, TULSA, S. UTICA, L.L.C.

              
	
                SONIC
                  DRIVE- IN, TULSA, 59TH & LEWIS, L.L.C.

              
	
                SONIC
                  DRIVE- IN, TULSA, 129TH E. AVENUE, L.L.C.

              
	
                SONIC
                  DRIVE- IN, TULSA, E. 31ST STREET, L.L.C.

              
	
                SONIC
                  DRIVE- IN, TULSA, S. HARVARD, L.L.C.

              
	
                SONIC
                  DRIVE- IN, WAGONER, OK, L.L.C.

              
	
                SONIC
                  DRIVE- IN, BROKEN ARROW, OK, L.L.C.

              
	
                SONIC
                  DRIVE- IN, BROKEN ARROW, W. NEW ORLEANS, L.L.C.

              
	
                SONIC
                  DRIVE- IN, BROKEN ARROW, E. KENOSHA, L.L.C.

              
	
                SONIC
                  DRIVE- IN, CLEVELAND, OKLAHOMA, L.L.C.

              
	
                SONIC
                  DRIVE- IN, CHOCTAW, OK, L.L.C.

              
	
                SONIC
                  DRIVE- IN, DRUMRIGHT, OKLAHOMA, L.L.C.

              
	
                SONIC
                  DRIVE- IN OF JENKS, L.L.C.

              
	
                SONIC
                  DRIVE- IN, MUSKOGEE, OKMULGEE ST., L.L.C.

              
	
                SONIC
                  DRIVE- IN, MUSKOGEE, YORK, L.L.C

              
	
                SONIC
                  DRIVE- IN OF OWASSO, L.L.C.

              
	
                SONIC
                  DRIVE- IN, SAPULPA, L.L.C.

              
	
                SONIC
                  DRIVE- IN OF WESTBANK, L.L.C.

              
	
                SONIC
                  DRIVE- IN, TULSA E. 71ST STREET, L.L.C.

              
	
                SONIC
                  DRIVE- IN, TULSA, E. 91ST STREET, L.L.C.

              
	
                SONIC
                  DRIVE- IN, TULSA, 11TH STREET, L.L.C.

              
	
                SONIC
                  DRIVE- IN, TULSA, HYDE PARK, L.L.C.

              
	
                SONIC
                  DRIVE- IN, TULSA, LEWIS, L.L.C.

              
	
                SONIC
                  DRIVE- IN, TULSA, 16TH STREET, L.L.C.

              
	
                SONIC
                  DRIVE- IN, TULSA, 51ST STREET, L.L.C.

              
	
                SONIC
                  DRIVE- IN, TULSA, BROOKSIDE, L.L.C.

              
	
                SONIC
                  DRIVE- IN, TULSA, HUNTERS GLEN, L.L.C.

              
	
                SONIC
                  DRIVE- IN, GLENPOOL, L.L.C.

              
	
                SONIC
                  DRIVE- IN, TULSA, UNION, L.L.C.

              
	
                SONIC
                  DRIVE- IN, MUSKOGEE, CHANDLER, L.L.C.

              
	
                SONIC
                  DRIVE- IN, CHOUTEAU, L.L.C.

              
	
                SDI
                  OF COLUMBUS, GEORGIA (5586 MILGEN ROAD), L.L.C.

              
	
                SDI
                  OF VIRGINIA BEACH, VIRGINIA (WESLEYAN), L.L.C.

              
	
                SDI
                  OF FLORENCE, ALABAMA (2841 FLORENCE BLVD.), L.L.C.

              
	
                SDI
                  OF SALEM, VIRGINIA (830 W. MAIN STREET), L.L.C.

              
	
                SDI
                  OF GOLDEN, COLORADO (17191 S. GOLDEN), L.L.C.

              
	
                SDI
                  OF MIDVALE, UTAH (FORT UNION), L.L.C.

              
	
                SDI
                  OF KANSAS CITY, MISSOURI (1214 EMANUEL CLEAVER II BLVD),
                  L.L.C.

              
	
                SDI
                  OF SANDY, UTAH (STATE), L.L.C.

              
	
                SDI
                  OF OVERLAND, MISSOURI (PAGE), L.L.C.

              
	
                SDI
                  OF TULSA, OK (S. MEMORIAL DRIVE), L.L.C.

              
	
                SDI
                  OF LITTLE ROCK, ARKANSAS (ARCH STREET PIKE), L.L.C.

              
	
                SDI
                  OF CHESAPEAKE, VIRGINIA (BATTLEFIELD BLVD NORTH),
                  L.L.C.

              
	
                SDI
                  OF RAYTOWN, MISSOURI (9014 E 350 HWY), L.L.C.

              
	
                SDI
                  OF KANSAS CITY, MISSOURI (822 WESTPORT RD) L.L.C.

              
	
                SDI
                  OF VIRGINIA BEACH, VIRGINIA (NIMMO PKWY), L.L.C.

              
	
                SDI
                  OF DALTON, GEORGIA (1369 W WALNUT AVE), L.L.C.

              
	
                SDI
                  OF FLORISSANT, MISSOURI (LINDBERGH), L.L.C.

              
	
                SDI
                  OF OKLAHOMA CITY, OKLAHOMA (7640 N. MAY), L.L.C.

              
	
                SDI
                  OF ST. PETERS, MISSOURI (MID RIVERS MALL), L.L.C.

              
	
                SDI
                  OF OMAHA, NEBRASKA (5214 N. 30TH), L.L.C.

              
	
                SDI
                  OF OKLAHOMA CITY, OKLAHOMA (5625 N WESTERN AVE), L.L.C.

              
	
                SDI
                  OF TULSA, OKLAHOMA (10901 E. 41ST STREET), L.L.C.

              
	
                SDI
                  OF SUGARLAND, TEXAS (11511 S HWY 6), PARTNERSHIP

              
	
                SDI
                  OF ROANOKE, VIRGINIA (3755 BRAMBLETON AVE), L.L.C

              
	
                SDI
                  OF MONROE, LOUISIANA (4207 PECANLAND), L.L.C

              
	
                SDI
                  OF DANDRIDGE, TENNESSEE (HIGHWAY 92 S), L.L.C.

              
	
                SDI
                  OF DENVER, COLORADO (2611 S. BROADWAY), L.L.C.

              
	
                SDI
                  OF DRAPER, UTAH (267 E. 12300 SOUTH), L.L.C.

              
	
                SDI
                  OF CHESTERFIELD, MISSOURI (CHESTERFIELD AIRPORT ROAD),
                  L.L.C.

              
	
                SDI
                  OF TULSA, OKLAHOMA (7021 S. MEMORIAL DRIVE), L.L.C.

              
	
                SDI
                  OF ST. LOUIS, MISSOURI (85 S. COUNTY CENTER WAY),
                  L.L.C.

              
	
                SDI
                  OF AUBURN, ALABAMA (1703 S. COLLEGE), L.L.C.

              
	
                SDI
                  OF OMAHA, NEBRASKA (14598 W. MAPLE), L.L.C.

              
	
                SDI
                  OF SAINT LOUIS, MISSOURI (44 W. COUNTY CENTER), L.L.C.

              
	
                SDI
                  OF OKLAHOMA CITY, OKLAHOMA (1901 NW EXPRESSWAY), L.L.C.

              
	
                SDI
                  OF LEXINGTON, KENTUCKY (3401 NICHOLASVILLE), L.L.C.

              
	
                SDI
                  OF BRECKENRIDGE HILLS, MISSOURI (9760 SAINT CHARLES ROCK),
                  L.L.C.

              
	
                SDI
                  OF OMAHA, NEBRASKA (S. 108TH), L.L.C.

              
	
                SDI
                  OF ARVADA, COLORADO (SHERIDAN BLVD), L.L.C.

              
	
                SDI
                  OF SALT LAKE CITY, UTAH (85 E. 1300 S.), L.L.C.

              
	
                SDI
                  OF CHESAPEAKE, VIRGINIA (969 PROVIDENCE RD), L.L.C.

              
	
                SDI
                  OF KNOXVILLE, TENNESSEE (2742 SCHAAD RD.), L.L.C.

              
	
                SDI
                  OF GRAVEL RIDGE, ARKANSAS (HIGHWAY 107), L.L.C.

              
	
                SDI
                  OF CHATTANOOGA, TENNESSEE (4407 HIGHWAY 58), L.L.C

              
	
                SDI
                  OF TULSA, OKLAHOMA (1919 S. MEMORIAL DR),
                  L.L.C.

              


      

    

     

    
      
      

      
        

      

    

    
      
      

    



    ANNEX
      C

     

    
      
        	 	
                Partnership

              
	
                1.

              	
                Sonic
                  Drive-In of Kansas City, Kansas (Leavenworth) Partnership, an Oklahoma
                  general partnership

              
	
                2.

              	
                Sonic
                  Drive-In of Kansas City, Kansas (Strong), an Oklahoma general
                  partnership

              
	
                3.

              	
                Sonic
                  Drive-In of Kansas City, Kansas (78th
                  Street) Partnership, an Oklahoma general partnership

              
	
                4.

              	
                Sonic
                  Drive-In of Leavenworth, Kansas Partnership, an Oklahoma general
                  partnership

              
	
                5.

              	
                Sonic
                  Drive-In of Olathe, Kansas, an Oklahoma general
                  partnership

              
	
                6.

              	
                Sonic
                  Drive-In of Olathe, Kansas #2 (Santa Fe) Partnership, an Oklahoma
                  general
                  partnership

              
	
                7.

              	
                SDI
                  of Olathe, Kansas #3 (Blackbob) Partnership, an Oklahoma general
                  partnership

              
	
                8.

              	
                SDI
                  of Leavenworth, Kansas (N. 4th)
                  Partnership, an Oklahoma general
                  partnership

              


      



    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    ANNEX
      D

    America's
      Drive-In Corp., Sole Manager

     

    

      
        	
                1.

              	
                SDI
                  of El Dorado, Kansas (West Central) L.L.C., an Oklahoma limited
                  liability
                  company

              
	
                2.

              	
                SDI
                  of Hutchinson, Kansas (East 4th)
                  L.L.C., an Oklahoma limited liability company

              
	
                3.

              	
                SDI
                  of Haysville, Kansas (East Grand) L.L.C., an Oklahoma limited liability
                  company

              
	
                4.

              	
                SDI
                  of Kingman, Kansas (East Ave.) L.L.C., an Oklahoma limited liability
                  company

              
	
                5.

              	
                SDI
                  of McPherson, Kansas (East Kansas) L.L.C., an Oklahoma limited
                  liability
                  company

              
	
                6.

              	
                SDI
                  of Mulvane, Kansas (St. Louis), L.L.C., an Oklahoma limited liability
                  company

              
	
                7.

              	
                SDI
                  of Park City, Kansas (Broadway) L.L.C., an Oklahoma limited liability
                  company

              
	
                8.

              	
                SDI
                  of Wichita, Kansas (S. West Street) L.L.C., an Oklahoma limited
                  liability
                  company

              
	
                9.

              	
                SDI
                  of Wichita, Kansas (S. Oliver) L.L.C., an Oklahoma limited liability
                  company

              
	
                10.

              	
                SDI
                  of Wichita, Kansas (N. Broadway) L.L.C., an Oklahoma limited liability
                  company

              
	
                11.

              	
                SDI
                  of Wichita, Kansas (S. Seneca) L.L.C., an Oklahoma limited liability
                  company

              
	
                12.

              	
                SDI
                  of Wichita, Kansas (E. Harry) L.L.C., an Oklahoma limited liability
                  company

              
	
                13.

              	
                SDI
                  of Wichita, Kansas (N. Woodlawn) L.L.C., an Oklahoma limited liability
                  company

              
	
                14.

              	
                SDI
                  of Wichita, Kansas (W. Maple) L.L.C., an Oklahoma limited liability
                  company

              
	
                15.

              	
                SDI
                  of Wichita, Kansas (W. Pawnee) L.L.C., an Oklahoma limited liability
                  company

              
	
                16.

              	
                SDI
                  of Wichita, Kansas (E. Central), L.L.C., an Oklahoma limited liability
                  company

              
	
                17.

              	
                SDI
                  of Wichita, Kansas (South Broadway) L.L.C., an Oklahoma limited
                  liability
                  company

              
	
                18.

              	
                SDI
                  of Wichita, Kansas (West 21st
                  )
                  L.L.C., an Oklahoma limited liability company

              
	
                19.

              	
                SDI
                  of Goddard, Kansas (W. Highway 54) L.L.C., an Oklahoma limited
                  liability
                  company

              
	
                20.

              	
                SDI
                  of Rosehill, Kansas, L.L.C., an Oklahoma limited liability
                  company

              
	
                21.

              	
                SDI
                  of Andover, Kansas, L.L.C., an Oklahoma limited liability
                  company

              
	
                22.

              	
                SDI
                  of Olathe, Kansas (E. 119th
                  Street), L.L.C., an Oklahoma limited liability company

              
	
                23.

              	
                SDI
                  of Hutchinson, Kansas (E. 30th)
                  L.L.C., an Oklahoma limited liability company

              
	
                24.

              	
                SDI
                  of Olathe, Kansas (13730 S. Blackbob Rd.) L.L.C., an Oklahoma limited
                  liability company

              
	
                25.

              	
                SDI
                  of Hesston, Kansas (E. Lincoln) L.L.C., an Oklahoma limited liability
                  company

              
	
                26.

              	
                SDI
                  of Overland Park, Kansas (13485 Switzer Rd) L.L.C., an Oklahoma
                  limited
                  liability company

              
	
                27.

              	
                SDI
                  of Wichita, Kansas (355 S. Greenwich Rd.) L.L.C., an Oklahoma limited
                  liability company

              


      

       

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      2.01

    


    COMMITMENTS

    AND
      PRO RATA SHARES

    

      
        	
                Lender

                 

              	
                Commitment

                 

              	
                Pro
                  Rata Share

                 

              
	
                Bank
                  of America, N.A.

                 

              	
                $45,000,000.00

                 

              	
                30.000000000%

                 

              
	
                BancFirst

                 

              	
                $15,000,000.00

                 

              	
                10.000000000%

                 

              
	
                UMB
                  Bank, N.A.

                 

              	
                $20,000,000.00

                 

              	
                13.333333333%

                 

              
	
                Arvest
                  Bank

                 

              	
                $20,000,000.00

                 

              	
                13.333333333%

                 

              
	
                JPMorgan
                  Chase Bank, N.A.

                 

              	
                $30,000,000.00

                 

              	
                20.000000000%

                 

              
	
                MidFirst
                  Bank, a federally chartered savings association

                 

              	
                $20,000,000.00

                 

              	
                13.333333333%

                 

              
	
                Total

                 

              	
                $150,000,000.00

                 

              	
                100.000000000%

                 

              


      




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      D

    FORM
      OF COMPLIANCE CERTIFICATE

     

    Financial
      Statement Date:_____________

     

    
      	
              To:

            	
              Bank
                of America, N.A., as Administrative Agent and L/C
                Issuer

            


    

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to that certain Credit Agreement, dated as of April 23, 2003
      (as
      amended, extended, supplemented or otherwise modified in writing from time
      to
      time, the "Agreement;"
      the
      terms defined therein being used herein as therein defined), among Sonic Corp.
      (the "Borrower"),
      the
      Lenders from time to time party thereto, and Bank of America, N.A., as
      Administrative Agent and L/C Issuer.

     

    The
      undersigned Responsible Officer hereby certifies as of the date hereof that
      he/she is the        
      of the
      Borrower, and that, as such, he/she is authorized to execute and deliver this
      Certificate to the Administrative Agent on the behalf of the Borrower, and
      that:

     

    [Use
      following for fiscal year-end
      financial statements]

    Attached
      hereto as Schedule
      1
      are the
      year-end audited financial statements required by Section
      6.01(a)
      of the
      Agreement for the fiscal year of the Borrower ended as of the above date,
      together with the report and opinion of an independent certified public
      accountant required by such section.

     

    [Use
      following for fiscal quarter-end
      financial statements]

    1. Attached
      hereto as Schedule
      1
      are the
      unaudited financial statements required by Section
      6.01(b)
      of the
      Agreement for the fiscal quarter of the Borrower ended as of the above date.
      Such financial statements fairly present the financial condition, results of
      operations and cash flows of the Borrower and its Subsidiaries in accordance
      with GAAP as at such date and for such period, subject only to normal year-end
      audit adjustments and the absence of footnotes.

     

    2. The
      undersigned has reviewed and is familiar with the terms of the Agreement and
      has
      made, or has caused to be made under his/her supervision, a detailed review
      of
      the transactions and condition (financial or otherwise) of the Borrower during
      the accounting period covered by the attached financial statements.

     

    3. A
      review
      of the activities of the Borrower during such fiscal period has been made under
      the supervision of the undersigned with a view to determining whether during
      such fiscal period the Borrower performed and observed all its Obligations
      under
      the Loan Documents, and 

     

    [select
      one:]

    


    [to
      the best knowledge of the undersigned as of the date hereof No Default or Event
      of Default under the Agreement has occurred and its continuing.]


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    --or--

    [the
      following is a list of each such Default or Event of Default and its nature
      and
      status:]

     

    4. The
      financial covenant analyses and information set forth on Schedule
      2
      attached
      hereto are true and accurate on and as of the date of this
      Certificate.

     

    IN
      WITNESS WHEREOF,
      the
      undersigned has executed this Certificate as of   ,
        .

     

     

    
       

      
        
          	 	 	 
	 	
                  SONIC
                    CORP.

                
	 
 	 
 	 
 
	 	By:  	    
                                                                                        
	 	Name:                  
                                                                
	             	
                  Title:                                                                  
                    

                
	 	 


        

         

      



     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    For
      the
      Quarter/Year ended ___________________("Statement
      Date")

     

    SCHEDULE
      2

    to
      the
      Compliance Certificate

    
    

    ($
      in
      000's)

     

    
      	
              I.

               

            	
              Leverage
                Ratio - For Determination of Applicable Rate

               

            
	 	
              A.

               

            	
              Funded
                Debt for the Borrower and its Subsidiaries:

               

            	 
	 	 	
              1.

               

            	
              Funded
                Debt (without duplication):

               

            	 
	 	 	 	
              (a)

               

            	
              All
                obligations for borrowed money and all obligations evidenced by bonds,
                debentures, notes, loan agreements or other similar
                instruments:

               

            	
              $_____________

               

            
	 	 	 	
              (b)

               

            	
              Attributable
                Indebtedness in respect of Capital Leases and Synthetic Lease
                Obligations:

               

            	
              $_____________

               

            
	 	 	 	
              (c)

               

            	
              All
                direct or contingent obligations arising under letters of credit
                (including standby and commercial), banker's acceptances, bank guaranties,
                surety bonds and similar instruments:

               

            	
              $_____________

               

            
	 	 	 	
              (d)

               

            	
              All
                obligations to pay the deferred purchase price of property or services,
                including all Seller Financing (other than trade payables incurred
                in the
                ordinary course of business or accrued liabilities arising in the
                ordinary
                course of business that are not overdue or that are being contested
                in
                good faith), and indebtedness (excluding prepaid interest thereon)
                secured
                by a Lien on property owned or being purchased (including indebtedness
                arising under conditional sales or other title retention agreements),
                whether or not such indebtedness shall have been assumed or is limited
                in
                recourse:

               

            	
              $_____________

               

            
	 	 	 	
              (e)

               

            	
              Any
                Receivables Facility Attributed Indebtedness:

               

            	
              $_____________

               

            
	 	 	 	
              (f)

               

            	
              Funded
                Debt (Lines I.A.1(a) + (b) + (c) + (d) + (e)):

               

            	
              $_____________

               

            
	 	
              B.

               

            	
              EBITDA
                for the period of the four consecutive fiscal quarters most recently
                ended
                for which Borrower has delivered financial statements:

               

            	 
	 	 	
              1.

               

            	
              EBITDA
                for the Borrower and its Subsidiaries on a consolidated basis (without
                duplication):

               

            	 
	 	 	 	
              (a)

               

            	
              Net
                Income for the Subject Period:

               

            	
              $_____________

               

            
	 	 	 	
              (b)

               

            	
              To
                the extent deducted in determining Net Income, Interest Expense for
                the
                Subject Period:

               

            	
              $_____________

               

            
	 	 	 	
              (c)

               

            	
              To
                the extent deducted in determining Net Income, the provision for
                federal,
                state, local and foreign income taxes payable by the Borrower and
                its
                Subsidiaries for the Subject Period:

               

            	
              $_____________

               

            
	 	 	 	
              (d)

               

            	
              To
                the extent deducted in determining Net Income, losses from the sale
                of
                fixed assets not in the ordinary course of business and other
                extraordinary or nonrecurring items:

               

            	
              $_____________

               

            
	 	 	 	
              (e)

               

            	
              To
                the extent added in determining Net Income, gains from the sale of
                fixed
                assets not in the ordinary course of business and other extraordinary
                or
                non-recurring items:

               

            	
              $_____________

               

            
	 	 	 	
              (f)

               

            	
              EBIT
                (Lines I.B.(a) + (b) + (c) + (d) - (e)):

               

            	
              $_____________

               

            
	 	 	 	
              (g)

               

            	
              To
                the extent deducted in determining Net Income, the amount of depreciation,
                amortization expenses and other non-cash items deducted in determining
                Net
                Income for the Subject Period:

               

            	
              $_____________

               

            
	 	 	 	
              (h)

               

            	
              EBITDA
                (Lines I.B.1(f) + (g)):

               

            	
              $_____________

               

            
	 	
              C.

               

            	
              Leverage
                Ratio (Line I.A.1.(f)  ̧
                Line I.B.1.(h)):

               

            	
              _____
                to 1

               

            
	 	 	 	 
	
              II.

               

            	
              Section
                7.02(e)
                -- Limitation on Investments as the Result of
                Acquisitions

               

            
	 	
              A.

               

            	
              Aggregate
                Acquisition Consideration for all Acquisitions during fiscal quarter
                in
                which Leverage Ratio (including on a pro forma basis after giving
                effect
                to any Acquisition) is greater than 1.25 to 1 and three fiscal quarter
                immediately following:

               

            	
              $_____________

               

            
	 	 	
              _____________________________________________________

               

            	
              $_____________

               

            
	 	 	
              _____________________________________________________

               

            	
              $_____________

               

            
	 	 	
              _____________________________________________________

               

            	
              $_____________

               

            
	 	
              B.

               

            	
              Maximum
                Acquisition Consideration for all Acquisitions during fiscal quarter
                in
                which Leverage Ratio (including on a pro forma basis after giving
                effect
                to any Acquisition) is greater than 1.25 to 1 and up to three fiscal
                quarters immediately following:

               

            	
              $200,000,000

               

            
	 	 	 	 	 	 
	
              III.

               

            	
              Section
                7.03(g)
                -- Limitation on Indebtedness - Acquisition

               

            
	 	
              A.

               

            	
              Aggregate
                outstanding principal amount of unsecured Indebtedness of Borrower
                or any
                Subsidiary evidenced by any promissory note representing a portion
                of the
                purchase price for any Acquisition permitted under Schedule
                7.02(e):

               

            	
              $_____________

               

            
	 	
              B.

               

            	
              Maximum
                in aggregate amount at any time outstanding:

               

            	
              $100,000,000

               

            
	 	 	 	 	 	 
	
              IV.

               

            	
              Section
                7.03(g)
                -- Limitation on Guaranty Obligations

               

            
	 	
              A.

               

            	
              Aggregate
                outstanding principal amount of other Guaranty Obligations of the
                Borrower
                or any Subsidiary:

               

            	
              $_____________

               

            
	 	
              B.

               

            	
              Maximum
                amount at any time outstanding:

               

            	
              $25,000,000

               

            
	 	 	 	 	 	 
	
              V.

               

            	
              Section
                7.05(c)
                -- Limitation on Dispositions

               

            
	 	
              A.

               

            	
              Aggregate
                amount of disposed assets during fiscal year:

               

            	
              $_____________

               

            
	 	
              B.

               

            	
              Maximum
                amount of annual Dispositions (10% of Total Assets as of last day
                of
                preceding fiscal year):

               

            	
              $_____________

               

            
	 	
              C.

               

            	
              Aggregate
                amount of disposed assets from July 1, 2005 through Statement
                Date:

               

            	
              $_____________

               

            
	 	
              D.

               

            	
              Maximum
                amount of cumulative Dispositions (30% of Total Assets as of last
                day of
                preceding fiscal year)

               

            	
              $_____________

               

            
	 	 	 	 	 	 
	
              VI.

               

            	
              Section
                7.11(b)
                - Minimum Fixed Charge Coverage Ratio

               

            
	 	
              A.

               

            	
              EBIT
                (Line I.B.1.(f)):

               

            	
              $_____________

               

            
	 	
              B.

               

            	
              Lease
                Expense:

               

            	
              $_____________

               

            
	 	
              C.

               

            	
              Interest
                Expense:

               

            	
              $_____________

               

            
	 	
              D.

               

            	
              Lease
                Expense:

               

            	
              $_____________

               

            
	 	
              E.

               

            	
              Fixed
                Charge Coverage Ratio ((Lines IX.A. + B)  ̧
                (Lines IX.C. + D)):

               

            	
              _____
                to 1

               

            
	 	
              F.

               

            	
              Minimum
                Fixed Charge Coverage Ratio Required (at the end of any fiscal
                quarter):

               

            	
              2.00
                to 1

               

            
	 	 	 	 
	
              VII.

               

            	
              Section
                7.11(d)
                - Maximum Leverage Ratio.

               

            
	 	
              A.

               

            	
              Leverage
                Ratio (Line I.C.):

               

            	
              _____
                to 1

               

            
	 	
              B.

               

            	
              Maximum
                Leverage Ratio (at the end of any fiscal quarter):

               

            	
              2.50
                to 1

               

            
	 	 	 	 
	
              VIII.

               

            	
              Section
                6.12
                - Additional Guarantors.

               

            	 
	 	
              Below
                is a list of each Partnership or LLC as at the Statement Date
                [select
                one]
                [and no Person became a Partnership or LLC during the fiscal quarter
                ended
                on the Statement Date] [,
                one or more Persons became a Partnership or LLC during the fiscal
                quarter
                ended on the Statement Date and attached is an executed Guaranty
                Supplement executed by all Partnerships and LLCs]:

               

            
	 	
              Name

               

            	
              Jurisdiction
                of Organization

               

            
	 	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    GUARANTY
      SUPPLEMENT

     

    To
      the
      Lenders under the

    Credit
      Agreement (defined below)

     

    Ladies
      and Gentlemen:

     

    Sonic
      Corp., the Lenders party thereto, and Bank of America, N.A., as Administrative
      Agent and L/C Issuer entered into that certain Credit Agreement, dated as of
      April 23, 2003 (said Credit Agreement, as amended, modified and
      supplemented, the “Credit
      Agreement”;
      capitalized terms used herein and not defined herein shall have the meaning
      given to them in the Credit Agreement).

     

    I. Each
      Person who becomes a Partnership is required to execute and deliver to the
      Administrative Agent a Guaranty Supplement. Pursuant to Section 6.12
      of the
      Credit Agreement, the undersigned limited partnerships listed on the signature
      pages hereof (the “Partnership
      Guarantors”)
      desire
      to amend the definition of Guarantor (as the same may have been heretofore
      amended) set forth in the Partnership Guaranty attached hereto so that at all
      times from and after the date hereof, the Partnership Guarantors (including
      each
      Person who has become a Partnership) shall be jointly and severally liable
      as
      set forth in the Partnership Guaranty for the obligations of the Borrower under
      the Credit Agreement to the extent and in the manner set forth in the
      Partnership Guaranty.

     

    The
      undersigned are (a) the duly elected _________________________ of Sonic
      Restaurants, Inc., managing general partner of the Partnership Guarantors
      described on Annex A, each a Subsidiary of the Borrower, and is duly
      authorized to execute and deliver this Guaranty Supplement to each of you,
      and
      (b) the duly elected ___________________ of America's Drive-In Corp.,
      managing general partner of the Partnership Guarantors described on
      Annex B, each a Subsidiary of the Borrower, and is duly authorized to
      execute and deliver this Guaranty Supplement to each of you. The execution
      by
      the undersigned of this Guaranty Supplement shall evidence consent to and
      acknowledgment and approval of the terms set forth herein and in the Partnership
      Guaranty. Each Partnership Guarantor represents and warrants that the
      representations and warranties set forth in Section 4 of the Partnership
      Guaranty as to such Partnership Guarantor are true and correct on and as of
      the
      date hereof and that each Partnership is a party hereto.

     

    Upon
      execution of this Guaranty Supplement, the Partnership Guaranty shall be deemed
      to be amended as set forth above. Except as amended herein, the terms and
      provisions of the Partnership Guaranty, the Credit Agreement and the other
      Loan
      Documents are hereby ratified, confirmed and approved in all
      respects.

     

    Any
      and
      all notices, requests, certificates and other instruments may refer to the
      Credit Agreement and the Partnership Guaranty without making specific reference
      to this Guaranty Supplement, but nevertheless all such references shall be
      deemed to include this Guaranty Supplement unless the context shall otherwise
      require.

     

    II. Each
      Person who becomes an LLC is required to execute and deliver to the
      Administrative Agent a Guaranty Supplement. Pursuant to Section 6.12
      of the
      Credit 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Agreement,
      the undersigned limited liability companies listed on the signature pages hereof
      (the “LLC
      Guarantors”)
      desire
      to amend the definition of Guarantor (as the same may have been heretofore
      amended) set forth in the LLC Guaranty attached hereto so that at all times
      from
      and after the date hereof, the LLC Guarantors (including each Person who becomes
      an LLC) shall be jointly and severally liable as set forth in the LLC Guaranty
      for the obligations of the Borrower under the Credit Agreement to the extent
      and
      in the manner set forth in the LLC Guaranty.

     

    The
      undersigned are (a) the duly elected ___________________ of Sonic
      Restaurants, Inc., sole manager of the LLC Guarantors described on Annex A,
      each a Subsidiary of the Borrower, and is duly authorized to execute and deliver
      this Guaranty Supplement to each of you, and (b) the duly elected
      _____________ of America's Drive-In Corp., sole manager of the LLC Guarantors
      described on Annex C, each a Subsidiary of the Borrower, and is duly
      authorized to execute and deliver this Guaranty Supplement to each of you.
      The
      execution by the undersigned of this Guaranty Supplement shall evidence consent
      to and acknowledgment and approval of the terms set forth herein and in the
      LLC
      Guaranty. Each LLC Guarantor represents and warrants that the representations
      and warranties set forth in Section 4 of the LLC Guaranty as to such
      LLC
      Guarantor are true and correct on and as of the date hereof and that each LLC
      is
      a party hereto.

     

    Upon
      execution of this Guaranty Supplement, the LLC Guaranty shall be deemed to
      be
      amended as set forth above. Except as amended herein, the terms and provisions
      of the LLC Guaranty, the Credit Agreement and the other Loan Documents are
      hereby ratified, confirmed and approved in all respects.

     

    Any
      and
      all notices, requests, certificates and other instruments may refer to the
      Credit Agreement and the LLC Guaranty without making specific reference to
      this
      Guaranty Supplement, but nevertheless all such references shall be deemed to
      include this Guaranty Supplement unless the context shall otherwise
      require.

     

     

    


    

      
        	
                 

                REMAINDER
                  OF PAGE LEFT INTENTIONALLY BLANK

                 

              


      

    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Dated:
      ________, 20__.

     

    
       

      
        
          	 EACH OF THE
                  PARTNERSHIPS SPECIFIED
	 IN
                  ANNEX A HERETO
	 
	
                   By:

                	
                  Sonic
                    Restaurants, Inc., Managing General

                
	
                   

                	Partner
                  of each of such Partnerships
	 	 
	 	 
	 By:	                                                                
                  
	 Print
                  Name:	                                                                
                  
	 Print
                  Title:	                                                                
                  


        

        
        

         

      

       

    

    
      
         

        
          
            	 EACH OF
                    THE LIMITED
                    LIABILITY
	 COMPANIES
                    SPECIFIED IN ANNEX A
	 HERETO
	 
	
                     By:

                  	
                    Sonic
                      Restaurants, Inc., Sole Manager of 

                  
	
                     

                  	each
                    of such LLCs 
	 	 
	 	 
	 By:	                                                                
                    
	 Print
                    Name:	                                                                
                    
	 Print
                    Title:	                                                                
                    


          

          
          

           

        

      

    

    


     

    
      
        
          
            	 EACH OF
                    THE
                    PARTNERSHIPS SPECIFIED 
	 IN
                    ANNEX B HERETO
	 
	
                     By:

                  	
                    America's
                      Drive-In Corp., Managing

                  
	
                     

                  	General
                    Partner of each such Partnership
	 	 
	 	 
	 By:	                                                                
                    
	 Print
                    Name:	                                                                
                    
	 Print
                    Title:	                                                                
                    


          

          
          

           

        

      
 


       

    
 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      


       

      
        
          
            
              	 EACH OF
                      THE LIMITED
                      LIABILITY 
	 COMPANIES
                      SPECIFIED IN ANNEX C
	 HERETO
	 
	
                       By:

                    	
                      America's
                        Drive-In Corp., 

                    
	
                       

                    	Sole
                      Manager of each of such LLCs
	 	 
	 	 
	 By:	                                                                
                      
	 Print
                      Name:	                                                                
                      
	 Print
                      Title:	                                                                
                      


            

            
            

             

          

        
 


    

     

     

         

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Annex
      A

     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Annex
      B

     

    America's
      Drive-In Corp., General Partner

    


    

      
        	 	
                Partnership

              
	
                1.

              	
                Sonic
                  Drive-In of Kansas City, Kansas (Leavenworth) Partnership, an Oklahoma
                  general partnership

              
	
                2.

              	
                Sonic
                  Drive-In of Kansas City, Kansas (Strong), an Oklahoma general
                  partnership

              
	
                3.

              	
                Sonic
                  Drive-In of Kansas City, Kansas (78th
                  Street) Partnership, an Oklahoma general partnership

              
	
                4.

              	
                Sonic
                  Drive-In of Leavenworth, Kansas Partnership, an Oklahoma general
                  partnership

              
	
                5.

              	
                Sonic
                  Drive-In of Olathe, Kansas, an Oklahoma general
                  partnership

              
	
                6.

              	
                Sonic
                  Drive-In of Olathe, Kansas #2 (Santa Fe) Partnership, an Oklahoma
                  general
                  partnership

              
	
                7.

              	
                SDI
                  of Olathe, Kansas #3 (Blackbob) Partnership, an Oklahoma general
                  partnership

              
	
                8.

              	
                SDI
                  of Leavenworth, Kansas (N. 4th)
                  Partnership, an Oklahoma general
                  partnership

              


      



     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Annex
      C

    America's
      Drive-In Corp., Sole Manager

     

    
      
        	
                1.

              	
                SDI
                  of El Dorado, Kansas (West Central) L.L.C., an Oklahoma limited
                  liability
                  company

              
	
                2.

              	
                SDI
                  of Hutchinson, Kansas (East 4th)
                  L.L.C., an Oklahoma limited liability company

              
	
                3.

              	
                SDI
                  of Haysville, Kansas (East Grand) L.L.C., an Oklahoma limited liability
                  company

              
	
                4.

              	
                SDI
                  of Kingman, Kansas (East Ave.) L.L.C., an Oklahoma limited liability
                  company

              
	
                5.

              	
                SDI
                  of McPherson, Kansas (East Kansas) L.L.C., an Oklahoma limited
                  liability
                  company

              
	
                6.

              	
                SDI
                  of Mulvane, Kansas (St. Louis), L.L.C., an Oklahoma limited liability
                  company

              
	
                7.

              	
                SDI
                  of Park City, Kansas (Broadway) L.L.C., an Oklahoma limited liability
                  company

              
	
                8.

              	
                SDI
                  of Wichita, Kansas (S. West Street) L.L.C., an Oklahoma limited
                  liability
                  company

              
	
                9.

              	
                SDI
                  of Wichita, Kansas (S. Oliver) L.L.C., an Oklahoma limited liability
                  company

              
	
                10.

              	
                SDI
                  of Wichita, Kansas (N. Broadway) L.L.C., an Oklahoma limited liability
                  company

              
	
                11.

              	
                SDI
                  of Wichita, Kansas (S. Seneca) L.L.C., an Oklahoma limited liability
                  company

              
	
                12.

              	
                SDI
                  of Wichita, Kansas (E. Harry) L.L.C., an Oklahoma limited liability
                  company

              
	
                13.

              	
                SDI
                  of Wichita, Kansas (N. Woodlawn) L.L.C., an Oklahoma limited liability
                  company

              
	
                14.

              	
                SDI
                  of Wichita, Kansas (W. Maple) L.L.C., an Oklahoma limited liability
                  company

              
	
                15.

              	
                SDI
                  of Wichita, Kansas (W. Pawnee) L.L.C., an Oklahoma limited liability
                  company

              
	
                16.

              	
                SDI
                  of Wichita, Kansas (E. Central), L.L.C., an Oklahoma limited liability
                  company

              
	
                17.

              	
                SDI
                  of Wichita, Kansas (South Broadway) L.L.C., an Oklahoma limited
                  liability
                  company

              
	
                18.

              	
                SDI
                  of Wichita, Kansas (West 21st
                  )
                  L.L.C., an Oklahoma limited liability company

              
	
                19.

              	
                SDI
                  of Goddard, Kansas (W. Highway 54) L.L.C., an Oklahoma limited
                  liability
                  company

              
	
                20.

              	
                SDI
                  of Rosehill, Kansas, L.L.C., an Oklahoma limited liability
                  company

              
	
                21.

              	
                SDI
                  of Andover, Kansas, L.L.C., an Oklahoma limited liability
                  company

              
	
                22.

              	
                SDI
                  of Olathe, Kansas (E. 119th
                  Street), L.L.C., an Oklahoma limited liability company

              
	
                23.

              	
                SDI
                  of Hutchinson, Kansas (E. 30th)
                  L.L.C., an Oklahoma limited liability company

              
	
                24.

              	
                SDI
                  of Olathe, Kansas (13730 S. Blackbob Rd.) L.L.C., an Oklahoma limited
                  liability company

              
	
                25.

              	
                SDI
                  of Hesston, Kansas (E. Lincoln) L.L.C., an Oklahoma limited liability
                  company

              
	
                26.

              	
                SDI
                  of Overland Park, Kansas (13485 Switzer Rd) L.L.C., an Oklahoma
                  limited
                  liability company

              
	
                27.

              	
                SDI
                  of Wichita, Kansas (355 S. Greenwich Rd.) L.L.C., an Oklahoma limited
                  liability company

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A

     

    (First
      Amendment to Partnership Guaranty)

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B

     

    (First
      Amendment to LLC Guaranty)

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Schedule
      5.01(a)

    America's
      Drive-In Corp., General Partner

     

    
      
        	 	
                Partnership

              
	
                1.

              	
                Sonic
                  Drive-In of Kansas City, Kansas (Leavenworth) Partnership, an Oklahoma
                  general partnership

              
	
                2.

              	
                Sonic
                  Drive-In of Kansas City, Kansas (Strong), an Oklahoma general
                  partnership

              
	
                3.

              	
                Sonic
                  Drive-In of Kansas City, Kansas (78th
                  Street) Partnership, an Oklahoma general partnership

              
	
                4.

              	
                Sonic
                  Drive-In of Leavenworth, Kansas Partnership, an Oklahoma general
                  partnership

              
	
                5.

              	
                Sonic
                  Drive-In of Olathe, Kansas, an Oklahoma general
                  partnership

              
	
                6.

              	
                Sonic
                  Drive-In of Olathe, Kansas #2 (Santa Fe) Partnership, an Oklahoma
                  general
                  partnership

              
	
                7.

              	
                SDI
                  of Olathe, Kansas #3 (Blackbob) Partnership, an Oklahoma general
                  partnership

              
	
                8.

              	
                SDI
                  of Leavenworth, Kansas (N. 4th)
                  Partnership, an Oklahoma general
                  partnership

              


      



     

    


     

     

    


     

    
 

     


    
       

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Schedule
      5.01(b)

    America's
      Drive-In Corp., Sole Manager

     

    
      
        	
                1.

              	
                SDI
                  of El Dorado, Kansas (West Central) L.L.C., an Oklahoma limited
                  liability
                  company

              
	
                2.

              	
                SDI
                  of Hutchinson, Kansas (East 4th)
                  L.L.C., an Oklahoma limited liability company

              
	
                3.

              	
                SDI
                  of Haysville, Kansas (East Grand) L.L.C., an Oklahoma limited liability
                  company

              
	
                4.

              	
                SDI
                  of Kingman, Kansas (East Ave.) L.L.C., an Oklahoma limited liability
                  company

              
	
                5.

              	
                SDI
                  of McPherson, Kansas (East Kansas) L.L.C., an Oklahoma limited
                  liability
                  company

              
	
                6.

              	
                SDI
                  of Mulvane, Kansas (St. Louis), L.L.C., an Oklahoma limited liability
                  company

              
	
                7.

              	
                SDI
                  of Park City, Kansas (Broadway) L.L.C., an Oklahoma limited liability
                  company

              
	
                8.

              	
                SDI
                  of Wichita, Kansas (S. West Street) L.L.C., an Oklahoma limited
                  liability
                  company

              
	
                9.

              	
                SDI
                  of Wichita, Kansas (S. Oliver) L.L.C., an Oklahoma limited liability
                  company

              
	
                10.

              	
                SDI
                  of Wichita, Kansas (N. Broadway) L.L.C., an Oklahoma limited liability
                  company

              
	
                11.

              	
                SDI
                  of Wichita, Kansas (S. Seneca) L.L.C., an Oklahoma limited liability
                  company

              
	
                12.

              	
                SDI
                  of Wichita, Kansas (E. Harry) L.L.C., an Oklahoma limited liability
                  company

              
	
                13.

              	
                SDI
                  of Wichita, Kansas (N. Woodlawn) L.L.C., an Oklahoma limited liability
                  company

              
	
                14.

              	
                SDI
                  of Wichita, Kansas (W. Maple) L.L.C., an Oklahoma limited liability
                  company

              
	
                15.

              	
                SDI
                  of Wichita, Kansas (W. Pawnee) L.L.C., an Oklahoma limited liability
                  company

              
	
                16.

              	
                SDI
                  of Wichita, Kansas (E. Central), L.L.C., an Oklahoma limited liability
                  company

              
	
                17.

              	
                SDI
                  of Wichita, Kansas (South Broadway) L.L.C., an Oklahoma limited
                  liability
                  company

              
	
                18.

              	
                SDI
                  of Wichita, Kansas (West 21st
                  )
                  L.L.C., an Oklahoma limited liability company

              
	
                19.

              	
                SDI
                  of Goddard, Kansas (W. Highway 54) L.L.C., an Oklahoma limited
                  liability
                  company

              
	
                20.

              	
                SDI
                  of Rosehill, Kansas, L.L.C., an Oklahoma limited liability
                  company

              
	
                21.

              	
                SDI
                  of Andover, Kansas, L.L.C., an Oklahoma limited liability
                  company

              
	
                22.

              	
                SDI
                  of Olathe, Kansas (E. 119th
                  Street), L.L.C., an Oklahoma limited liability company

              
	
                23.

              	
                SDI
                  of Hutchinson, Kansas (E. 30th)
                  L.L.C., an Oklahoma limited liability company

              
	
                24.

              	
                SDI
                  of Olathe, Kansas (13730 S. Blackbob Rd.) L.L.C., an Oklahoma limited
                  liability company

              
	
                25.

              	
                SDI
                  of Hesston, Kansas (E. Lincoln) L.L.C., an Oklahoma limited liability
                  company

              
	
                26.

              	
                SDI
                  of Overland Park, Kansas (13485 Switzer Rd) L.L.C., an Oklahoma
                  limited
                  liability company

              
	
                27.

              	
                SDI
                  of Wichita, Kansas (355 S. Greenwich Rd.) L.L.C., an Oklahoma limited
                  liability company